MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT is executed this 7th day of October , 2022 at 10:00 AM IST.

BETWEEN

(A) BROLIGHT INDIA, a company incorporated under the Companies Act, 1956, having its registered office at
14/2, Abhishek Complex, beside Bank of Baroda, GIDC Vadsad road, Makarpura, Vadodara, Gujarat 390010
(hereinafter referred to as "Brolight" which expression shall unless repugnant to the meaning and context
hereof be deemed to mean and include its successors-in-interest and permitted assigns) of the FIRST PART;

AND

(B) DARIL LIGHTNING STORE, a distribution agency located at GF 1,2,3, Abhishek Complex, OP Road, Near Akshar
Chowk, Vadodara, Gujarat, 390020 (hereinafter referred to as "Daril Lightning" which expression shall unless
repugnant to the meaning and context hereof be deemed to mean and include its successors-in-interest and
permitted assigns) of the SECOND PART;

Brolight and Daril Lightning are hereinafter collectively referred to as "Parties" and individually as "Party".

WHEREAS:

1. Brolight is engaged principally in the business of manufacturing lamps of all kinds and other lightning
products, using their bulb manufacturing assets and Daril Lightning is engaged principally in the business
of selling and distribution of lamps of all kinds and other lightning and electronic products.

2. In order to: (i) achieve synergies and economies of scale, (ii) maximize profitability, and (iii) strengthen the
viability of the businesses; the Parties have agreed to enter into this Agreement for purchase and sale of
the Materials (as defined below) and Services (as defined below) from and to the other during the Term (as
defined below). In this regard the Party purchasing the Materials and Services shall be referred to as the
"Buying Company" and the Party selling the Materials and Services shall be referred to as the "Manufacturing
Company".

3. The Parties are entering into this Agreement to record their understanding and set forth the terms and
conditions agreed between them in relation to both purchase and sale of the Materials and provision of
Services by each of them.

NOW THEREFORE in consideration of the mutual covenants and promises contained herein and other good and
valuable consideration the adequacy of which is hereby acknowledged by both the Parties, it is hereby agreed by
and between the Parties hereto and this Agreement witnessed as under:

1. DEFINITIONS AND INTERPRETATION

1.1.1 Unless the context otherwise requires or unless otherwise defined or provided for herein, the
capitalized terms used in this Agreement shall have the following meanings:
1.1.2 "Daril Lightning" shall mean Daril Lightning Store;
1.1.3 "Agreement" means this agreement and shall include all schedules and annexures hereto and all
modifications, alterations, additions or deletions thereto made in writing upon mutual consent of the
Parties and made in accordance with this Agreement after the date of execution of this Agreement;
1.1.4 "Brolight" shall mean Brolight India;
1.1.5 "Applicable Law" or "Law(s)" shall mean any statute, law, regulation, ordinance, rule, judgment, order,
decree, by-law, approval from the concerned authority, government resolution, directive, guideline,
policy, requirement, or other governmental restriction or any similar form of decision, or determination
by, or any interpretation or adjudication having the force of law of any of the foregoing, by any
concerned authority having jurisdiction over the matter in question;
1.1.6 "Average Net Selling Price" shall mean the average of the relevant district's Net Selling Price in the
month immediately preceding the month in which the order is placed;
1.1.7 "Business Day" shall mean any day of the week on which scheduled commercial banks are open for
business in Mumbai, India;
1.1.8 "Buying Company" shall have the meaning ascribed to it under Recital 2;
1.1.9 "Commencement Date" shall have the meaning ascribed to it under Clause 2.1;
1.1.10 "Confidential Information" shall have the meaning ascribed to it under Clause 13.1;
1.1.11 "Dealer Discount" shall mean discount offered to whole-sale dealers as per approved discount policy of
the Manufacturing Company;
1.1.12 "Dispute" shall have the meaning ascribed to it under Clause 14.2;
1.1.13 ”Force Majeure Event" shall mean any event which is outside the reasonable control of the Party affected
by such event impairing such Party's ability to perform any of its obligations under this Agreement,
including, but not limited to acts of god, fire, flood, lightning, war, revolution, act of terrorism, riot or
civil commotion, epidemic, quarantine, governmental orders, prohibition, embargo, legislations,
ordinances and enactments, notifications, rules and regulations, strikes, lock-outs or other industrial
action, whether of the affected Party's own employees or others, failure of supplies of power, fuel,
transport, equipment, raw materials or other goods or services or loss of data;
1.1.14 "Gross Fixed Asset Block" shall mean the gross fixed asset value of the Manufacturing Plant
(considered without accounting for depreciation) divided by the total production (expressed in ‘unit’)
of the Manufacturing Plant in the immediately preceding financial year of the Manufacturing Company;
1.1.15 "GST" shall mean goods and services tax under Applicable Laws;
1.1.16 "Intellectual Property" shall mean and include patents, trademarks, service marks, trade names,
registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial
property, know how, inventions, formulae, confidential or secret processes, trade secrets, any other
protected rights or assets and any licenses and permissions in connection therewith, in each and any
part of the world and whether or not registered or registerable and for the full period thereof, and all
extensions and renewals thereof, and all applications for registration in connection with the foregoing,
and all copies and tangible embodiments of any of the foregoing, and "intellectual Property Rights" shall
mean all rights in respect of the Intellectual Property;
1.1.17 "Manufacturing Company" shall have the meaning ascribed to it under Recital 2;
1.1.18 "Manufacturing Plant" means the relevant manufacturing plant of the Manufacturing Company;
1.1.19 "Materials" shall mean the materials listed in Schedule I which form the subject matter of this Agreement
for purchase and sale from one Party to the other;
1.1.20 "Net Selling Price" shall mean the invoice price minus GST minus Dealer Discount;
1.1.21 "Operational Guidelines" shall have the meaning ascribed to it under Clause 5.1;
1.1.22 "Person" shall mean and include an individual, an association, a corporation, a body corporate, a
partnership, a joint venture, a trust or other entity or organization or any other legal entity;
1.1.23 "Prices" shall have the meaning ascribed to it under Clause 6.1;
1.1.24 "Services" shall mean the services listed in Schedule I which form the subject matter of this Agreement
which are to be provided by one Party to the other;
1.1.25 "Tax" shall mean and include all forms of direct and indirect taxes, duties, levies and imposts due,
payable, levied, imposed upon or claimed to be owed in India;
1.1.26 "Term" shall have the meaning ascribed to it under Clause 2.1;
1.1.27 "Third Party" shall mean a Person who is not a party to this Agreement;

1.2 In construing the Agreement:

1.2.1 Clause headings are for reference only and shall not affect the construction or interpretation of this
Agreement;
1.2.2 References to recitals, clauses, schedules and annexures are references to recitals, clauses, schedules
and annexures of and to this Agreement;
1.2.3 Unless the context otherwise requires, words importing the singular shall include the plural and vice
versa and words denoting any gender shall include all genders;
1.2.4 Wherever the context so demands the references to a Party to this Agreement includes references to
successors or permitted assigns (immediate or otherwise) of that Party and reference to agreements
shall include reference to all the amendments thereto by whatever manner;
1.2.5 Unless otherwise specified, whenever any payment is to be made or action taken under this Agreement
is required to be made or taken on a day other than a Business Day such payment shall be made or
action taken on the next Business Day;
 1.2.6 The terms "herein", "hereof”, "hereto", "hereunder" and words of similar purport refer to this
Agreement as a whole;
1.2.7 Time is of the essence in the performance of the Parties' respective obligations. If any time period
specified herein is extended, such extended time shall also be of the essence;
1.2.8 Any reference to any law, statute or statutory provision shall include:

1.2.8.1. all subordinate legislation including rules and regulations made from time to time under
that provision (whether or not amended, modified, re-enacted or consolidated); and

1.2.8.2. such provision as from time to time amended, modified, re-enacted or consolidated
(whether before or after the date of this Agreement) to the extent such amendment,
modification, re-enactment or consolidation applies or is capable of applying to any
transactions entered into under this Agreement and (to the extent liability thereunder may
exist or can arise) shall include any past statutory provision (as from time to time amended,
modified, re-enacted or consolidated) which the provision referred to has directly or
indirectly replaced;

1.2.9 The performance of the obligations of each of the Parties to this Agreement is subject to and shall be
performed in accordance with the Applicable Laws.

2. COMMENCEMENT DATE AND TERM

2.1. This Agreement shall become effective on and from the date of execution of this Agreement by the Parties hereto i.e.,
October 7th 2022 and shall continue to be valid and binding until terminated in accordance with Clause 11 below for 2
years.

3. SCOPE

3.1. Each Party agrees to, during the Term and on a non-exclusive basis, supply such Materials and provide such
Services as are listed in Schedule I to the other Party from time to time, the orders for which are placed and
accepted pursuant to the provisions of this Agreement, at the Prices determined in accordance with Schedule
II. All transactions undertaken under this Agreement shall be undertaken in the manner and on terms and
conditions as set out in this Agreement and the Operational Guidelines (as defined below).

4. OBJECTIVE

4.1. The Parties agree that they have entered into this Agreement to create an enabling framework that allows
the Parties to maximize their net revenue and profit from their respective businesses by ensuring:

4.1.1. continuous flow of requirements from the Buying company and timely delivery by the Manufacturing company;

4.1.2. sale of acquired materials from the Buying company & maintenance of stock by Manufacturing company.

4.1.3. utilization of spare inventory (spare parts), as needed.

4.2. The transactions placed under this Agreement shall be undertaken with the objective of ensuring incremental
benefits to each Party in aggregate in each financial year in comparison to operations without this
Agreement, though the benefits to each Party may vary.

4.3. The Parties agree that the Buying Company will sell the light bulbs and other products purchased from the
Manufacturing Company under the brands of the Buying Company.

5. OPERATIONALIZATION

5.1. The owner of each of the Parties shall mutually agree upon the operational guidelines ("Operational
Guidelines") which shall set out the manner in which the purchase and sale of Materials and Services under
the Agreement shall be undertaken and which shall be followed by the Parties at all times. The Operational
Guidelines shall inter alia provide for:
 5.1.1. the mechanism for placement and acceptance / rejection of orders from one Party to the other Party
under this Agreement;
5.1.2. quality parameters to be followed for the Materials and Services supplied under this Agreement;
5.1.3. manner of supply of Materials and Services, including packaging, logistics, delivery schedule, etc.;
5.1.4. pricing of Materials and Services;
5.1.5. invoicing and payment mechanism;
5.1.6. reconciliation of accounts;
5.1.7. record keeping;
5.1.8. code of conduct for employees of each Party who are engaged in performance of rights and
obligations of this Agreement.

6. PRICES

6.1. In consideration of the Material(s) and Service(s) being supplied by the Manufacturing Company under this
Agreement, the Buying Company shall pay the prices for each Material and Service ("Prices") determined in
accordance with Schedule II. The Prices shall be exclusive of GST, that is, GST shall be separately chargeable
to the Buying Company on the Price determined in accordance with Schedule II.

7. TAXATION

7.1. Each Party shall be responsible for payment of Taxes payable by it under Applicable Law.

7.2. The Parties agree that in the event any Tax is deductible at source under Applicable Law, the payment of the
consideration shall be made subject to deduction of Tax. Each Party shall provide such documents as may be
required by the other Party for the purposes of making any Tax deductions at source or for the purposes of
making any other Tax payments. The Buying Company agrees that it shall provide the Manufacturing
Company with such certificate as may be required by the Manufacturing Company in relation to the Tax
deductions at source made by the Buying Company, within the time prescribed under the Applicable Laws.

8. REPRESENTATIONS AND WARRANTIES

8.1. Each Party hereby represents and warrants to the other, as on the date of execution of this Agreement,
that:

8.1.1. the execution, delivery and performance of this Agreement:

8.1.1.1. is within its corporate power and has been duly authorized by all necessary or proper
corporate actions;

8.1.1.2. does not and will not contravene any provisions of its memorandum of association or
articles of association; and

8.1.1.3. will not violate any Applicable Law.

8.1.2. it is not under any disability, restriction or prohibition, whether legal, contractual or otherwise,
which shall prevent it from performing or adhering to any of its obligations under this Agreement
and has not entered into and shall not enter into any memorandum of understanding or agreement
or any other instrument that may violate this Agreement;

8.1.3. no litigation, arbitration or administrative proceedings are threatened, or to the knowledge of the
Parties, pending which call into question the validity or performance of its obligations under this
Agreement; and

8.1.4. that all authorizations, approvals, consents, licenses, exemptions, filings, and other matters, official
or otherwise, required or advisable in connection with the entry into, performance, validity and
enforceability of this Agreement and the transactions contemplated hereby have or shall be
obtained or effected in a timely manner.
9. OTHER RIGHTS, OBLIGATIONS AND COVENANTS OF THE PARTIES

9.1. Parties hereby agree that notwithstanding anything contained in this Agreement, during the Term, each
Party shall:

9.1.1. be entitled to engage and/or continue to engage any Third Party to supply the Materials and
Services;

9.1.2. be entitled to supply and/or continue to supply materials and services similar to the
Materials and Services supplied under this Agreement to a Third Party.

9.2. It is hereby agreed between the Parties that each of the Parties shall be free to expand their capacities and
nothing contained in this Agreement shall be deemed to limit the right or ability of any Party to sell its
products in any market or geographical area.

9.3. Each Party agrees and undertakes that it shall:

9.3.1. undertake all steps necessary to facilitate the supply of the Materials and Services under this
Agreement;

9.3.2. ensure compliance with all Applicable Laws while performing their respective obligations under this
Agreement.

9.4. The Manufacturing Company agrees and undertakes that it shall not undertake any actions / omit to take
any actions that may result in any damage to any assets / properties of the Buying Company. The
Manufacturing Company shall also ensure that only such Persons who are authorized by it access the
information / materials / premises of the Buying Company. The Manufacturing Company shall inform the
Buying Company of the names of its employees and other details which shall be required by the Buying
Company to grant them relevant access. Grant of access to the premises under this Agreement is being
provided merely to enable efficient supply of Materials and Services and shall not be considered a lease or
license or any other form of interest created by the Buying Company in favor of the Manufacturing
Company, and may be revoked by the Buying Company at any time.

9.5. The Manufacturing Company warrants to the Buying Company with respect to each consignment of
Materials that at the time of transfer of title of Materials (including Materials supplied pursuant to the
Services) it will have and will deliver to the Buying Company good and marketable title to the Materials
(including Materials supplied pursuant to the Services) free and clear of all liens and encumbrances.

9.6. The Parties agree that at the end of each quarter, the Parties shall undertake an exercise of mutual
reconciliation of accounts and in the event of any difference being found in relation to the Prices and
amounts paid and the Prices and amounts that were due from one Party to the other Party for Materials
supplied and Services provided under this Agreement, then the Parties shall adjust such difference as may be
mutually decided between the Parties in the Operational Guidelines.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. The Intellectual

Property of each Party shall remain the sole and exclusive property of such Party and the other Party shall not
acquire any right, title or interest and shall not claim any right, title or interest of any nature whatsoever to or in
the Intellectual Property by reason of this Agreement or for any other reason whatsoever.
10.2. Each Party shall
promptly inform the other of any infringements, or possible infringements, of Intellectual Property of the other
Party, which it has actual knowledge of.
10.3. Each Party may
from time to time authorize and allow the other Party to use the Intellectual Property of the Party solely in
order to serve the terms of this Agreement, and the other Party agrees that upon such authorization and
permission it shall use the Intellectual Property of the Party solely in order to serve the terms of this Agreement.
11. TERMINATION

11.1. This Agreement may be terminated:

11.1.1. at any time with mutual consent of both the Parties;

11.1.2. unilaterally and without cause, by either Party, by providing at least 3 (three) month prior written
notice to the other Party;

11.1.3. with immediate effect, by either Party, by delivering a written notice to this effect, in the event there is
any change in Applicable Laws which makes the operation of the arrangement under this Agreement
unlawful;

11.1.4. with immediate effect, by either Party, by delivering a written notice to this effect, in the event the
other Party files for bankruptcy or is declared insolvent by a court of law.

11.2. Upon termination of this Agreement:

11.2.1. all amounts then owing by a Party to the other Party will immediately become due and payable except
any disputed amount;

11.2.2. any orders for Materials or Services already placed and accepted on or before effectiveness of the
termination of this Agreement shall be fulfilled in accordance with the terms of this Agreement;

11.3. The right of a Party to terminate this Agreement in accordance with this Clause will be without prejudice
to its rights to claim such relief as is available to it under Applicable Law. Notwithstanding anything
contained herein, after the termination of this Agreement, Clause 1 (Definitions and Interpretation), Clause 10
(Intellectual Property Rights) (to the extent applicable), Clause 11 (Termination), Clause 13 (Confidentiality),
Clause 14 (Governing Law and Dispute Resolution) (to the extent applicable) and Clause 15 (Miscellaneous) of
this Agreement and such other provisions of this Agreement, which by their nature, survive the termination
of the Agreement shall survive the termination of the Agreement and such Clauses shall remain binding and
in full force between the Parties.

12. CONFIDENTIALITY

12.1 Each Party agrees that proprietary information relating to the other Party (including information relating to
its associates, business, operations, methodologies, technologies, personnel, customers, vendors, financial
condition, production and sales volumes, manufacturing and marketing data, Intellectual Property Rights etc.)
in any form or media including, but not limited to data, software, discoveries, research, processes, systems,
procedures, technical knowhow, that is not generally known to the public and that, under all of the
circumstances, ought reasonably to be treated as confidential and/or proprietary, and other information
identified as confidential by such Party, including this Agreement and its contents, are confidential information
of the relevant Party ("Confidential Information"). Except as otherwise provided in this Agreement, without the
prior written consent of the relevant Party, the other Party shall not disclose any of the Confidential Information
received in connection with this Agreement to any Third Party.

12.2 Each Party shall use the Confidential Information of the other Party only for the purpose of this Agreement and
shall not disclose or allow to be disclosed such Confidential Information to any Third Party, without the other
Party's prior written consent, other than to each other's directors, officers, employees or other authorized Third
Party advisors on a need-to-know basis in connection with this Agreement.

12.3 Both Parties hereby agree that all knowledge and information which they may acquire from any source
including the other Party in connection with this Agreement, shall, be regarded by them as strictly confidential
and held by them in confidence, and shall not be, directly or indirectly disclosed or caused to be disclosed by
them to any person or entity in order to ensure the fulfilment of the aforesaid terms of confidentiality.

13 Notwithstanding anything contained in this Agreement, a Party may disclose Confidential Information provided
by the other Party to the extent that the disclosure of such Confidential Information is required pursuant to
Applicable Law, regulation, subpoena, other legal process, or in connection with the enforcement of such Party's
 rights under this Agreement.

13.1 Both Parties agree that their liabilities or obligations set forth in this Clause shall survive any termination or
expiration of this Agreement, without limit in point of time except and until any Confidential information enters
the public domain as specified above. Upon termination of this Agreement, all Confidential Information together
with all copies, extracts and derivatives thereof received by a Party under this Agreement must be returned by
each Party to the other Party or each Party must certify its destruction under signature of its chief executive officer
or other person reporting directly to the board of directors of the other Party.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law and Jurisdiction of Court

This Agreement shall be governed by and construed and enforced in accordance with the laws of India, without
regard to its principles of conflict of laws, and subject to the arbitration agreement contained herein, the Parties
agree to submit to the exclusive jurisdiction of the courts in Gujarat, India.

13.2 Amicable Resolution

In the event of any disputes, differences, controversies and questions directly or indirectly arising at any time
hereafter between the Parties or their respective representatives or assigns under, out of, in connection with or
in relation to this Agreement (or the subject matter of this Agreement) including, without limitation, all disputes,
differences, controversies and questions relating to the validity, interpretation, construction, performance and
enforcement of any provision of this Agreement, or as to rights, liabilities or duties of the Parties ("Dispute"), the
same shall in the first instance be resolved amicably through mutual discussions between owners of both Parties.

13.3 Arbitration

13.3.1. In the event that a resolution of the Dispute is not achieved within 30 (thirty) days from the date such
dispute or difference arises in the manner set out in Clause 13.2 above, then such Dispute shall be
referred to the arbitral tribunal comprising of a sole arbitrator to be appointed by mutual consent,
failing which to be appointed in accordance with provisions of the Arbitration and Conciliation Act,
1996, whose decision in relation to any such Dispute or deference shall be final and binding on the
Parties hereto.

13.3.2. Language and Venue

The arbitration proceedings shall be conducted in the English language. The venue of the arbitration
shall be in Gujarat, India.

13.3.3. Procedure
13.3.3.1. The sole arbitrator shall decide the reference and any application for interim order made
pursuant thereto, on the basis of the written statements of the Parties and the documents
produced by them by way of affidavits, alone. Pleadings shall be completed within 3 (three)
months of the arbitrator entering on the reference. The Parties shall not be entitled to any
oral hearing or adducing oral evidence, nor be entitled to make an application to the
arbitrator for the purpose, unless mutually agreed by them, in writing.

13.3.3.2. The arbitrator shall proceed with adjudication of the reference and/or any application for
interim order made pursuant thereto, notwithstanding any failure to file a written statement
or documents within time and shall proceed with the reference in the absence of any or all
the Parties who after due notice or neglect or refuse to attend at the appointed time and
place.
 13.3.3.3. The arbitrator shall make the arbitral award within 6 (six) months from the date of
entering upon the reference. For the purpose of this Clause, the arbitrator shall be
deemed to have entered upon a reference on the date on which the arbitrator holds
the first meeting.

13.3.3.4. Adjournment, if any, shall be granted by the arbitrator only in exceptional cases, for
bona fide reasons to be recorded in writing. In the event of an adjournment being
granted, the arbitrator shall be entitled to direct that Party(s) seeking an adjournment
to pay to the other Party such amount as costs, as it deems fit and proper.

13.3.3.5. After an award or an order is made, a signed copy of thereof shall be delivered to each
Party within 7 (seven) Business Days of the date thereon.

13.3.3.6. The costs of arbitration shall be fixed by the arbitrator and the arbitrator in the final
award shall specify (a) Party entitled to costs; (b) the Party who shall pay costs; (c) the
amount of costs; and (d) the manner in which costs shall be paid. For the purpose to
this Clause, "costs of arbitration" shall mean the fees and expenses of the arbitrator,
legal fees and expenses, any administrative fees and any other expense incurred in
connection with arbitral proceedings and arbitral award.

13.3.4. Fees of Arbitrator

The arbitrator shall fix his/her lump sum (one time) fees payable by each Party in equal share in
the first meeting. The said fees shall be paid in advance by each Party. In case, a Party fails, neglects
or refuses to pay its part of the arbitrator fees, the other Party shall be responsible for making
such payment in advance to the arbitrator and the other Party shall be entitled to recover the
same from the defaulting Party as costs in the arbitration. It is clarified that the said lump sum
fees shall be exclusive of any expenses or charges towards administration or conduct of arbitration
proceedings.

13.3.5. Confidentiality

No Party or Person involved in any way in the creation, coordination or operation of the arbitration
of any Dispute may disclose the existence, content or results of the Dispute or any arbitration
conducted under this Agreement in relation to that Dispute and save as required in order to
enforce the arbitration agreement and/or any award made pursuant to this Agreement.

14. FORCE MAJEURE

14.1 Upon the occurrence of Force Majeure Event preventing either parties from performing its respective
obligations under this Agreement, the affected party’s liability to perform such obligations shall be suspended
during the period affected by the Force Majeure Event. During the continuation of such an event, the non-
affected party shall however continue to perform their obligations, for which it shall be paid the consideration.
In the event that the Force Majeure Event continues beyond 30 (Thirty) days, due to which performance of only
one of the parties is suspended, the Parties shall mutually agree on the additional amount to be paid to the
non-affected party.

14.2 The aforesaid provision shall equally apply to the situation where the supply of the Materials and services
are affected by the Force Majeure Event and where only certain of the Materials and Services are affected by
the Force Majeure Event.

15. MISCELLANEOUS

15.1. Notices:

Notices, demands or other communication required or Agreement shall be in writing and delivered or sent by
prepaid post with recorded delivery, or by email followed by personal delivery or prepaid post, addressed to the
 intended recipient at its address set forth below, or to such other address or telefax Party may from time to
time duly notify to the others:

If to BROLIGHT: BROLIGHT INDIA

Address: 14/2, Abhishek Complex, beside Bank of Baroda, GIDC Vadsad road, Makarpura, Vadodara, Gujarat
390010
Email: [email protected]

Attention: The Company Secretary.

If to DARIL: DARIL LIGHTNING STORE

Address: GF 1,2,3, Abhishek Complex, OP Road, Near Akshar Chowk, Vadodara, Gujarat, 390020

Email: [email protected]

Attention: The Store Manager

Any such notice, demand or communication shall, unless the contrary is proved, be deemed to
have duty served at the time of delivery in the case of service by delivery in person or by post.

15.2. No Waiver

Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or delay in
exercising any right, power, or remedy vested in any Party under or pursuant to this Agreement shall constitute
a waiver by that Patty of that or any right power, or remedy. The waiver by either Party of any breach of this
Agreement shall not prevent the subsequent enforcement of any subsequent breach of that provision and
shall not deemed to a waiver of any subsequent breach of that or any other provision.

15.3. Relationship

The Parties are independent contractors. None of the Parties shall have any right, power or authority to enter
into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other
Party except as provided by this Agreement. Nothing in this Agreement nor the performance by the Parties of
their respective obligation hereunder shall constitute or shall be construed so as to constitute a partnership
or a joint venture between the Parties to this Agreement. Each Party will be solely responsible for compliance
with any Laws, decrees, regulations or orders affecting the agents. representatives, employees or workers of
such Party.

Notwithstanding anything to the contrary contained in this Agreement. the relationship between the Parties
is on principal-to-principal basis and this Agreement will be constructed accordingly. Either Patty shall at no
point have any responsibility with respect to obligations assumed by the other Party.

15.4. Entire Agreement

This Agreement, read with the Operational Guidelines, constitutes and contains the entire agreement and
understanding amongst the Parties with respect to the subject matter hereof and supersedes all previous
communications, negotiations, commitments, either oral or written amongst the Parties respecting the
subject matter hereof.

15.5. Binding Effect

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors
and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person
 other than the Parties, their successors and permitted assigns, any rights, benefits, privileges, liabilities or
obligations under or by reason of this Agreement.

15.6. Amendments

This Agreement may be modified, amended or supplemented only by mutual written agreement of the Parties.
Provided that any amendment or supplementation to Clause 4 and Schedule II of this Agreement shall require
approval of shareholders of the Parties.

15.7. Severability

In the event that any term, condition, or provision of this Agreement is held to be or becomes void or otherwise
unenforceable for any reason under any applicable law, statute, or regulation, the same shall be deemed to
be omitted from this Agreement and shall be of no force and effect and the validity and/or enforceability of
the remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that
omission. Notwithstanding the above, in the event of any such omission, the Parties shall negotiate in good
faith and formulate a mutually acceptable and satisfactory alterative provision in place of the provision so
omitted, to the full extent possible.

15.8. Counterpart

This Agreement may be executed in 2 (two) counterparts, each of with shall be original. but such counterparts
shall together constitute one and the same Agreement.

15.9. Assignment

Neither Party shall entitled to assign this Agreement in favor of any Person without obtaining prior written
consent of the other Party.

15.10. Time Period

Any date or as set out in any Clause of this Agreement may extended with the written of the Parties failing
which time shall be of the essence.

15.11. Costs

Except as otherwise expressly specified in this Agreement, each Party shall bear its own costs in relation to the
preparation and completion of the terms of this Agreement.

15.12. Further Assurance

Each of the Parties hereto shall co-operate with the other and execute and deliver to the other such
instruments and documents and take such other actions as may be reasonably requested from time to time in
order to carry out, give effect to and confirm their rights and intended purpose of this Agreement.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above
written.

AGREED AND ACCEPTED

BROLIGHT INDIA DARIL LIGHTNING STORE

Owner Owner
Date Date

WITNESS WITNESS

Name Name
Date Date
 SCHEDULE I – MATERIALS AND SERVICES
NO. MATERIALS
1. Tungsten Halogen Lamps
2. Fluorescent Lamps
3. Mercury Vapor Lamps
4. Neon Lamps
5. Metal Halide Lamps
6. Others (Lightning & Electronic items, Spare Parts, etc.)

NO. SERVICES

1. Exchange/Warranty
2. Others (As needed)
 SCHEDULE II– PRICES PAYABLE FOR THE MATERIALS AND SERVICES
The prices for each of the Materials and Services shall be determined in accordance with the pricing formula notes
against each of the Materials and Services.

NO. MATERIALS AND SERVICES PRICING FORMULA

1. Lamps a) Pricing in unit.
b) Manufacturing Company’s average Net Selling Price minus 2%
discount.

2. Others (LED Bulbs) a) Pricing in bulk

b) Manufacturing Company’s average Net Selling Price minus 5%
discount.
3. Others (Zero Watt) Manufacturing Company’s average Net Selling Price minus 2%
discount.
4. Warranty/Exchange No additional cost to the Buying company

5. Spare Parts (Bulb Driver, No additional discount for the Buying Company
Bulb Housing, Bulb Kit,
etc.)