Supplier Terms & Conditions

1.0 Identity scope and effective date

1.1 These Conditions of Supply take effect on 09 October 2026 and are issued by Sun Tech Precision, a partnership firm, GSTIN 29ADKFS1829A1Z3, having its address at #685, 5 & 6, Tigalarapalya Main Road, Near New Indian National High School, Peenya 2nd Stage, Bengaluru, Karnataka - 560058, India. The official website is https://suntechprecision.com and the designated business email is sales@suntechprecision.com.

1.2 These conditions apply to suppliers of material, machined parts, outsourced operations, special processes, inspection, calibration, tooling, maintenance and other purchased services when incorporated into an order. They replace PUR-F-07 Rev 01 dated 03 May 2021 for orders incorporating this revision. They govern purchasing by Sun Tech Precision; customer sales remain subject to the applicable sales contract.

2.0 Definitions and contract formation

2.1 "Purchaser" or "STP" means the legal entity trading as Sun Tech Precision identified in the purchase order. "Supplier" includes the vendor, seller, contractor or service provider accepting the order. "Order" means the purchase order, accepted amendments, technical requirements, these conditions and expressly incorporated customer requirements. "Buyer" means STP's authorized procurement representative. "Goods" includes material, parts, assemblies, tooling and deliverables; "services" includes processing, testing and calibration.

2.2 The Supplier shall review technical feasibility, capacity, delivery, statutory requirements and all documents before acceptance. Written acceptance is required within seven calendar days of receipt unless the order specifies otherwise. Commencing authorized work or making delivery after receipt of the order constitutes acceptance to the extent permitted by law. Silence alone does not constitute acceptance. An acknowledgment containing deviations is a counterproposal requiring STP's written agreement; STP may withdraw an unaccepted order.

2.3 Verbal instructions do not change the order. Only an authorized written amendment may change scope, price, quantity, delivery, manufacturing location or technical requirements. An electronic order is valid when issued by an authorized person through STP's approved process; no blanket representation is made that every unsigned communication is authorized.

3.0 Priority and interpretation of requirements

3.1 Mandatory law prevails. Subject to it, an expressly negotiated agreement prevails over the purchase order's specific commercial provisions, followed by these general commercial conditions. Applicable customer and regulatory technical requirements, approved drawings, specifications and order-specific quality clauses govern product acceptance. A commercial clause cannot authorize a technical deviation. The Supplier shall obtain clarification before proceeding where requirements conflict, are incomplete or cannot be met.

3.2 The revision of each drawing, model, standard, specification and process requirement identified in the order is the contractual baseline. A website update or publication of a new standard does not retrospectively amend an existing order. STP shall transmit applicable changes through controlled amendments, and the Supplier shall assess impact before implementation. Supplier website terms, invoices and delivery notes do not override accepted order terms.

4.0 Quality management and standards

4.1 The Supplier shall implement a documented quality management system appropriate to its work and risks, maintain competent resources and control outsourced activities. ISO 9001:2026 requirements apply to the extent expressly required by the order and relevant to the supply; AS9100D and aerospace customer requirements apply to aerospace work as flowed down. Third-party certification is mandatory only where the order or supplier approval requires it. Certification never replaces product conformity or legal compliance.

4.2 The Supplier shall provide current certification and approval scope, issuing body, covered site and expiry details when requested. Aerospace certification shall be verifiable through the applicable IAQG scheme where required. Suspension, withdrawal, expiry, scope reduction, serious audit findings or regulatory enforcement affecting the supply shall be notified to STP within two working days of awareness, and immediately if product safety or delivery conformity is threatened.

4.3 Supplier leadership shall assign quality responsibilities, promote ethical conduct and a culture of quality, provide adequate resources, review performance and address risks and opportunities through distinct documented actions. The Supplier shall evaluate relevant internal and external issues, including climate-related disruption where relevant, and customer expectations affecting continuity or conformity. It shall not describe ISO 9001:2026 as replacing AS9100D's aerospace-specific requirements or claim certification beyond its actual certificate.

5.0 Contract review and operational planning

5.1 Before manufacture, the Supplier shall confirm the part number, revision, material grade and condition, quantities, tolerances, surface finish, identification, process sequence, testing, packaging, release documentation and delivery milestones. Missing characteristics or manufacturability concerns shall be escalated to STP; the Supplier shall not infer acceptance limits or substitute materials from commercial equivalence alone.

5.2 A controlled route card, traveler or equivalent shall identify operations, inspection points, process approvals and personnel responsible for release. Risks involving tight tolerances, thin walls, residual stress, distortion, contamination, mixed alloys, machine capacity or outsourced processes shall be assessed and controlled. STP may require a control plan, process risk assessment, capacity review, contingency plan or pre-production meeting appropriate to the order.

5.3 Where design or development is delegated, the Supplier shall agree inputs, interfaces, reviews, verification, validation, configuration baselines and approval authority before work. Manufacture to STP drawings does not transfer design authority. Approval of a supplier proposal does not authorize a change to an end-customer design without the required design authority approval.

6.0 Competence and personnel awareness

6.1 Personnel performing machining, programming, inspection, calibration, NDT and other controlled activities shall be competent on the basis of suitable training, experience and demonstrated performance. Required qualifications and authorizations shall be current and evidenced. Temporary personnel and subcontractors shall be subject to equivalent controls.

6.2 The Supplier shall ensure that personnel understand their contribution to product and service conformity, their contribution to product safety, and the importance of ethical behavior. Personnel shall be authorized to stop suspect work, report errors without concealment and prevent the release of unverified product. Human factors, fatigue, shift handover and communication shall be considered when assigning and supervising critical work.

7.0 Approved sources and sub-tier flow-down

7.1 The Supplier shall not assign the order or subcontract manufacturing, special processing, testing or calibration affecting conformity without STP's prior written approval, except for sources expressly pre-approved in the order. Approval does not relieve the Supplier of responsibility. Any change of ownership, manufacturing site, sub-tier source, process or approval status affecting the order requires notification and, where applicable, prior approval.

7.2 All applicable technical, quality, product safety, traceability, counterfeit prevention, record retention, confidentiality and right-of-access requirements shall be passed to relevant sub-tier providers. Customer-designated or approved sources shall be used where stipulated. The Supplier shall verify their current approval for the exact process and site, monitor their performance and retain objective evidence of flow-down and conformity.

8.0 Material integrity and counterfeit prevention

8.1 Goods shall be new and genuine unless STP expressly authorizes another condition. Material shall be procured from original producers, authorized distributors or other traceable sources approved by STP. Unverified brokers, undocumented surplus, recovered material and substitution of alloy, temper, product form or manufacturer are prohibited without written approval.

8.2 The Supplier shall prevent counterfeit or suspect parts through source verification, supply-chain traceability, document authentication, appropriate inspection and risk-based testing. Material test certificates shall link the actual heat, cast or batch to the delivered lot. Suspect certificates shall be checked with the issuing source; retyping a certificate without preserving its origin and traceability is not acceptable.

8.3 Suspect or confirmed counterfeit product shall be segregated, protected against re-entry and immediately reported to STP. The Supplier shall support investigation and any legally required reporting, preserve evidence and obtain written disposition before return or destruction. It shall not knowingly return suspect items into unrestricted commercial circulation.

9.0 Identification and traceability

9.1 Traceability shall link incoming material and original certificates to work in progress, each relevant process, final inspection and delivery. Heat, batch, lot and serial identifiers shall be preserved through cutting, splitting, machining, surface treatment and repacking. Where individual marking is impracticable or prohibited, controlled containers and traveler records shall maintain equivalent linkage.

9.2 Different material grades, conditions, heats, revisions, customer lots and acceptance states shall be segregated. Mixing lots is prohibited unless STP approves the method and traceability remains intact. Identification methods shall not damage the product, conceal nonconformity or contravene drawing requirements. Re-marking shall be controlled and authorized.

10.0 Configuration and change control

10.1 The Supplier shall use only approved revisions at the point of use and prevent unintended use of superseded drawings, CNC programs, inspection programs and work instructions. Changes to material, methods, equipment, tooling, inspection plans, software, source or facility that could affect fit, form, function, safety, reliability or conformity shall be evaluated and submitted to STP before implementation.

10.2 A change request shall identify affected parts and lots, reason, risk, proposed verification and first-article impact. No approval is implied by STP's silence. Emergency changes remain subject to written authorization; the Supplier shall identify the first delivery incorporating an approved change and retain its approval history.

11.0 Machining controls and workmanship

11.1 CNC programs and revisions shall be identified, backed up, verified before release and protected against unauthorized alteration. Set-ups, offsets, tools, fixtures and probing routines shall be checked using a method proportionate to risk. First-off and in-process checks shall verify stability and detect tool wear, tool breakage, drift and set-up errors; an unchecked machine restart shall not bypass agreed verification.

11.2 Products shall meet drawing requirements for dimensions, geometry, finish, edges, cleanliness and appearance. Burr removal, deburring, blending, polishing, thread repair, marking and cleaning shall not alter controlled geometry or mask defects. Approved coolants and cleaning agents shall be compatible with materials, coatings and customer cleanliness requirements. Foreign object debris and damage shall be prevented during every operation.

11.3 Critical items, special requirements and key characteristics identified by STP shall receive the specified controls, including capability studies or statistical process control where ordered. Statistical acceptance and sampling plans require documented justification and STP approval where required; they shall not replace mandatory 100 percent checks or customer-mandated inspection.

12.0 Special processes and Nadcap

12.1 Special processes whose outputs cannot be fully verified by subsequent inspection shall be validated and controlled. Heat treatment, chemical processing, plating, anodizing, welding, NDT and similar activities shall use approved specifications, qualified personnel, qualified equipment and documented operating parameters. Revalidation shall be performed after changes or at required intervals.

12.2 Where the order or customer requires Nadcap accreditation, the processing site shall hold current accreditation for the applicable commodity, process and scope at the time of processing. Customer source approval shall also be held where required; Nadcap accreditation is not a substitute for a customer's separate approval. An alternative source may be used only with STP's written approval and any necessary customer authorization.

12.3 Special-process certificates shall identify the processor and site, order, part and revision, lot or serial references, specification and revision, process performed, dates, relevant results, acceptance status and authorized certification. Required furnace charts, bath records, NDT reports or other supporting evidence shall be retained and supplied as ordered. STP approval is required before stripping, reprocessing, repair or other repeat treatment that may affect material properties.

13.0 Calibration and measurement traceability

13.1 Measuring and test equipment used to establish conformity shall be uniquely identified, fit for the required tolerance, calibrated or verified at controlled intervals and protected from damage, adjustment and unauthorized use. Environmental conditions and measurement uncertainty shall be suitable for the decision being made. Acceptance criteria and any decision rule shall be agreed where necessary.

13.2 Unless the order expressly approves an equivalent arrangement, external calibration shall be performed by a NABL-accredited laboratory to ISO/IEC 17025, with the relevant parameter, range and calibration and measurement capability included in its valid scope. Overseas laboratories accredited by an appropriate ILAC MRA signatory may be accepted only with STP's prior written approval and subject to customer restrictions. A laboratory's general accreditation does not make every service it supplies accredited.

13.3 Calibration certificates shall identify the instrument, method, dates, results, units, uncertainty, traceability, applicable environmental conditions and authorized release; as-found and as-left values shall be provided where adjustment is performed or ordered. Traceability shall be to recognized national or international measurement standards, or to a documented agreed basis where such standards do not exist. Any service outside accredited scope shall be clearly identified before placement of the order.

13.4 When equipment is overdue, damaged or out of tolerance, the Supplier shall stop its use, assess prior measurements and affected product, implement containment and notify STP promptly of any potentially affected deliveries. Recalibration alone does not close the impact assessment. CMM software, inspection programs, reference standards and fixtures shall be validated or verified for intended use as appropriate.

14.0 Inspection and production verification

14.1 The Supplier remains responsible for all required inspection and testing before release. Inspection records shall identify the characteristic, specified limit, actual result where required, equipment, inspector, date and lot or serial linkage. Certificates of conformity alone do not replace ordered dimensional reports, material testing or process evidence.

14.2 First article or production process verification shall be performed when specified and after relevant changes, production interruption or other triggers established by the order. AS9102 requirements and the applicable revision apply when invoked; STP shall define any customer-specific triggers. First-article approval does not waive continuing production controls.

14.3 STP may require source inspection, hold points, witness tests, test specimens or samples for design approval, inspection, investigation, verification or audit. The Supplier shall provide adequate notice and shall not pass a designated hold point without authorized release. STP or customer inspection, sampling, payment or acceptance does not relieve the Supplier of responsibility for latent defects or contractual conformity.

15.0 Release and delivery documentation

15.1 Each consignment shall include an authorized certificate of conformity referencing STP's order, Supplier, part number, drawing revision, quantity, batch or serial identifiers, applicable specifications, approved deviations and release date. The person signing shall be authorized and shall base certification on verified evidence. False, altered or misleading records constitute a serious breach.

15.2 The delivery package shall include the applicable material certificates, special-process certificates, test and inspection reports, first-article records, calibration certificates, shelf-life data, safety data sheets and statutory transport documents required by the order. Records shall be legible, internally consistent and traceable. Missing essential conformity documentation makes the delivery incomplete for contractual acceptance, without displacing statutory payment rules.

16.0 Nonconforming product and concessions

16.1 The Supplier shall identify, segregate and control nonconforming product, including product at sub-tier sites and in transit. It shall not ship, repair, use-as-is or substitute nonconforming product without prior written disposition from STP and any required customer or design authority approval. Rework to the original requirements shall follow approved instructions and be re-inspected; repair affecting design requires the appropriate authorization.

16.2 A concession request shall state the order, part, revision, affected quantity and traceability, actual deviation, cause, proposed disposition and potential effect. Approval applies only to the identified quantity and condition and is not a drawing change. Concession identification shall accompany the shipment.

16.3 On discovery of an escape affecting delivered product, the Supplier shall notify STP immediately and no later than 24 hours after awareness, identify affected and potentially affected lots, stop further shipment and provide containment instructions. Unless STP specifies another period, initial containment evidence is due within two working days and a root-cause and corrective-action plan within ten working days. These response periods apply unless STP specifies a shorter period required by product safety, the customer or applicable law.

17.0 Corrective action and performance monitoring

17.1 Corrective action shall address the cause of occurrence, the cause of non-detection and any systemic weakness. The Supplier shall verify effectiveness and review similar products, processes and sub-tier activity. Training alone is insufficient where process, equipment or control failures also require correction. STP may require an 8D or another agreed problem-solving format.

17.2 STP may monitor quality acceptance, escapes, delivery performance, responsiveness, documentation accuracy and audit results, communicate scorecards and require improvement plans. Persistent failure may lead to increased inspection, source surveillance, suspension or removal from the approved supplier list. Additional charges must be contractually justified, reasonable and supported by evidence.

18.0 Right of access and audit

18.1 The Supplier shall provide STP, STP's customers, their authorized representatives and relevant regulatory authorities access to applicable areas of facilities, processes, products and documented information at every relevant level of the supply chain. Access includes verification and validation at supplier premises, audit of records and investigation of product safety or conformity concerns. Equivalent rights shall be secured from sub-tier providers.

18.2 Reasonable advance notice will normally be given, but urgent product-safety investigations and lawful regulatory access may require shorter notice or unannounced access. Site safety, export-control restrictions and protection of unrelated third-party confidential information shall be observed through lawful alternative arrangements that do not frustrate required access. No clause authorizes unlawful entry, seizure or taking over a supplier's factory.

19.0 Record retention and disposition

19.1 The Supplier shall retain order-related quality records for at least ten years from the final delivery under the order, or longer where specified by law, the customer or the purchase order. Records include material traceability, travelers, inspection, calibration relevant to acceptance, special processes, concessions, personnel qualifications relevant to the work and corrective actions. The ten-year period is STP's contractual baseline, not a universal AS9100D retention period.

19.2 Records shall remain legible, identifiable, retrievable and protected against unauthorized change, loss and deterioration; electronic records require access control, backups and recovery arrangements. The Supplier shall give STP at least 90 days' written notice before disposal of records at the end of their applicable retention period and permit transfer where requested. Legal holds override routine disposal. Closure, insolvency or cessation of business requires an agreed records-transfer plan, subject to law.

19.3 Personal data within records shall be limited to what is necessary and processed under applicable privacy law. Product traceability requirements do not justify indefinite retention of unrelated identity documents or marketing data. Secure shredding or verified electronic deletion shall be used when disposal is authorized.

20.0 RoHS and restricted substances

20.1 The Supplier shall identify and comply with substance restrictions applicable to the product, intended market and order, including Indian requirements for electrical and electronic equipment where relevant and EU RoHS where legally or contractually applicable. RoHS is not automatically a legal requirement for every machined metal or plastic component. The Supplier shall not make an unsupported blanket RoHS declaration.

20.2 Where RoHS evidence is required, the Supplier shall provide a part-specific declaration identifying the applicable legislation, assessed materials, supporting evidence and any exemption relied on, including its permitted application and validity. Testing shall use competent laboratories and appropriate methods where needed. If an alloy, coating or treatment relies on an exemption, STP shall be informed before supply; no prohibited substitution is permitted to obtain a nominal compliance statement.

20.3 The Supplier shall provide REACH, substance-of-very-high-concern, safety data sheet, restricted-substance, conflict-mineral or responsible-sourcing information when legally applicable or specified by the customer through the order. Changes in composition, legal status or exemption affecting supplied product shall be notified promptly, with affected lots and proposed mitigation.

21.0 Environmental and workplace obligations

21.1 The Supplier shall maintain applicable environmental permissions and lawfully manage machining scrap, used oil, coolant, hazardous residues, emissions and other waste. Waste shall be segregated, tracked and transferred only through legally permitted channels. Environmental or safety incidents threatening STP property, continuity or product conformity shall be reported promptly.

21.2 Contractors at STP or customer premises shall follow induction, PPE, permit-to-work, emergency, machine isolation, lifting, chemical handling and housekeeping requirements communicated to them. They remain responsible for applicable employment, wages, social-security, safety and contractor obligations. STP may stop unsafe activity; such action does not transfer the contractor's statutory duties or exclude STP's own duties under law.

22.0 Packaging storage and shipment

22.1 The Supplier shall preserve conformity through handling, storage and transport. Packaging shall protect against corrosion, impact, contamination, moisture, electrostatic discharge where relevant and loss of traceability. Machined surfaces, threads and precision edges shall be protected without introducing prohibited residue. Reusable packaging shall be clean and serviceable.

22.2 Labels shall identify the order, part, revision, quantity, batch or serial details, handling requirements and shelf-life or expiry information where applicable. Shelf-life-sensitive goods shall meet the remaining-life requirement in the order and be controlled by first-expiry-first-out. Dangerous goods shall be correctly classified, documented and shipped under applicable transport rules after the agreed plan is approved.

22.3 Partial, early, excess or short shipments require STP's written agreement unless allowed in the order. Delivery terms, transport responsibility and any Incoterms rule shall include the named place and edition in the order. Where no special term is agreed, the Supplier shall deliver at its cost and risk to the stated STP destination, suitably insured for the transit risks it bears.

23.0 Prices taxes invoices and payment

23.1 Prices shall remain firm for the accepted order unless amended in writing. Packing, freight and other charges shall be included or separately stated exactly as agreed; undisclosed surcharges are not payable. GST and other applicable taxes shall be invoiced in accordance with law, and the Supplier shall provide accurate GSTIN, HSN or SAC, place-of-supply, e-invoice and e-way bill particulars where applicable. Historic VAT or excise documentation is required only where still legally relevant.

23.2 Invoices shall identify the order, description, quantity, accepted rate, delivery reference, bank details and supporting documents. Invoices should be submitted within five working days of supply. Bank-account changes require independent verification through an established contact; an email instruction alone may be held for verification. STP may make deductions required by law and provide corresponding certificates where required.

23.3 Payment is due under the accepted order. For a qualifying micro or small enterprise, the MSMED Act overrides inconsistent credit terms: a written agreement cannot extend payment beyond 45 days from acceptance or deemed acceptance, and without such agreement payment is due before the statutory appointed day. Written objections, statutory interest and Facilitation Council rights shall be handled under that Act. Internal GRN, invoice or quality-processing delays shall not be used to evade mandatory deadlines.

23.4 The Supplier shall disclose its Udyam status and changes promptly. STP may raise supported debit claims and exercise lawful set-off where contractually available, after notice and an opportunity to respond; disputed amounts shall not automatically justify withholding unrelated undisputed dues. Neither party may recover twice for the same loss, and mandatory supplier remedies remain unaffected.

24.0 Delivery delay and reasonable remedies

24.1 Delivery dates are essential contractual requirements. The Supplier shall notify threatened delay promptly with causes, affected quantities and a recovery plan, and shall mitigate disruption. Expedited freight attributable to its breach is recoverable only where reasonably incurred and documented. STP may agree revised delivery, procure affected quantities elsewhere or terminate the affected order in accordance with these terms.

24.2 If the order expressly provides liquidated damages, they shall operate only as reasonable compensation under applicable Indian law, not an automatic penalty. Unless another lawful rate is negotiated, the rate is 0.5 percent of the price of the delayed portion per completed week, capped at 5 percent of that portion. STP shall establish the contractual basis and avoid duplicate recovery of the same loss.

25.0 Inspection rejection and return

25.1 STP may inspect at receipt or during subsequent processing and reject goods that do not meet the order. It shall notify the Supplier with reasonable particulars and preserve available evidence. Receipt or payment is not a waiver of hidden defects. Disagreements shall be reviewed using the drawing, agreed method and, where necessary, a mutually accepted competent laboratory.

25.2 The Supplier shall arrange collection of rejected goods within 15 calendar days after written notice unless another period is agreed. Reasonable documented handling, transport and storage costs attributable to its breach may be charged. Disposal shall require further written notice and lawful arrangements, taking account of ownership, environmental controls, evidence retention and counterfeit risks; no automatic forfeiture or unrestricted destruction right is created.

26.0 Warranty and defect correction

26.1 The Supplier warrants conformity to the order, good workmanship, genuine material, lawful title and fitness for an expressly agreed intended purpose within its responsibility. The default warranty is 24 months from delivery; where installation and commissioning form part of the supply, it is 18 months from completed commissioning or 24 months from delivery, whichever occurs first, unless the order provides otherwise. Responsibility for a customer-controlled design is not assumed unless expressly delegated.

26.2 For defects attributable to the Supplier, STP may reasonably require repair, replacement, reperformance or refund for the affected supply, including reasonable freight and verification costs. The Supplier shall act within the agreed urgency. If it fails after reasonable notice, STP may obtain necessary remedial work elsewhere and recover legally recoverable costs. Repaired or replaced items receive the original warranty period afresh from redelivery or recommissioning as applicable, unless otherwise agreed.

26.3 Warranty expiry does not extinguish rights that cannot lawfully be excluded, claims for fraud or other surviving obligations. STP shall mitigate loss and provide reasonable access to investigate without compromising safety or customer commitments.

27.0 Customer property and intellectual property

27.1 STP or customer material, tools, fixtures, gauges, drawings and data remain the owner's property. The Supplier holds them as custodian, shall identify and segregate them, use them only for authorized work, maintain condition and inventory records and promptly report loss, damage or unsuitability. No sale, pledge, unauthorized lien or third-party use is permitted to the extent enforceable under law.

27.2 The Supplier shall reconcile material received, output, scrap and balance, and return property on demand or termination under agreed safe logistics. Title to products made from customer-owned material shall remain with the owner to the extent legally effective. Replacement value or loss shall be established by evidence and agreement or lawful determination, not solely by STP's unilateral statement.

27.3 Pre-existing intellectual property remains with its owner. Ownership and permitted use of specifically commissioned designs, programs, tooling and other deliverables shall be set out in the order; necessary licenses for intended use shall be supplied. Supplier-origin content shall not infringe third-party rights. The Supplier shall not manufacture for others from STP or customer drawings, claim customer marks or register confusing intellectual property.

28.0 Confidentiality cybersecurity and personal data

28.1 Non-public drawings, models, prices, customer identities, programs and business information shall be used only to perform the order and shared only with authorized personnel and approved sub-tiers under equivalent confidentiality duties. Exceptions apply to information demonstrably public without breach, lawfully obtained independently or independently developed. Compelled disclosure shall be limited and notified where lawful. Trade secrets remain protected while confidential; other confidentiality obligations continue for five years after completion unless a longer period is agreed.

28.2 The Supplier shall use controlled access, secure transfer, malware protection, backups and proportionate incident monitoring. Uploading STP or customer data to public AI systems, personal cloud storage or unapproved external platforms is prohibited. Security incidents affecting order data shall be reported immediately, with an initial notice within 24 hours, without delaying any shorter statutory reporting obligation.

28.3 Personal data shall be shared only for specified business purposes under an appropriate lawful basis. The Supplier cannot grant blanket consent on behalf of all its staff. Where it processes data for STP, a written processing agreement shall govern instructions, security, approved sub-processors, assistance, incident reporting, retention and return or deletion. Applicable DPDP, IT Act and other privacy duties remain independent of these commercial terms.

29.0 Ethics trade compliance and publicity

29.1 The Supplier shall prohibit bribery, kickbacks, falsified certificates, collusion, forced labour and unlawful child labour; disclose material conflicts of interest; protect lawful reporting; and comply with applicable competition, employment and anti-corruption laws. Recruitment or commercial pressure shall not be used to conceal quality failures. Product safety concerns shall be escalated without retaliation for good-faith reporting.

29.2 Applicable Indian import, export, customs and SCOMET requirements and lawful destination or end-use restrictions shall be assessed before transfer. Foreign export controls apply where legally binding or contractually accepted; the Supplier shall identify restrictions before accepting controlled data or work. Neither party shall be required to perform an unlawful transaction.

29.3 The Supplier shall not use STP's name, customer names, logos, photographs, factory footage, parts or technical achievements for publicity without prior written permission and required third-party clearance. Permission for supply does not authorize a case study or announcement of an aerospace or defence relationship.

30.0 Insurance liability and indemnity

30.1 The Supplier shall maintain insurance appropriate to the work and any limits stated in the order, including worker-related statutory coverage and suitable product, public, transit or professional liability cover where relevant. Evidence shall be supplied on request. Insurance does not by itself cap contractual liability.

30.2 Each party is responsible for loss legally attributable to its breach, negligence or wilful misconduct. The Supplier shall indemnify STP against third-party claims for injury, property damage, infringement arising from supplier-origin content, or legal noncompliance to the extent caused by the Supplier or its sub-tiers. This excludes liability caused by STP's own fault or mandatory STP design instructions where the Supplier neither caused nor knowingly concealed the issue.

30.3 The indemnified party shall give prompt notice, reasonable cooperation and appropriate opportunity to defend, and no settlement imposing admission or non-monetary obligations may be agreed without consent. Damages remain subject to applicable law, causation, mitigation and prohibition of duplicate recovery. No term excludes liability that Indian law does not permit to be excluded; any agreed liability cap shall be expressly stated in the order.

31.0 Force majeure suspension and termination

31.1 A party affected by an event beyond reasonable control shall notify the other promptly, normally within three working days, explain the effect and mitigate it. Relief applies only to obligations actually prevented and for the affected period; lack of funds or ordinary supplier difficulty is not automatically force majeure. Accrued payment obligations remain payable. If material disruption continues for 30 days, either party may terminate the affected undelivered scope by written notice unless an alternative is agreed.

31.2 STP may suspend work for a stated reason, requiring safe preservation of product and records. The parties shall agree a restart plan and reasonable treatment of demonstrable costs where suspension is not caused by Supplier breach. Indefinite free storage or unlimited suspension cost is not assumed.

31.3 A material breach capable of remedy may be terminated if not cured within ten calendar days of written notice or another reasonable period stated for the circumstances. Urgent safety risks, counterfeit supply, unlawful conduct or unremediable breach may justify immediate suspension or termination. Insolvency-related rights are subject to applicable insolvency law, moratorium and tribunal orders.

31.4 STP may terminate undelivered scope for convenience on ten calendar days' notice. It shall pay for conforming completed goods and reasonable evidenced, non-cancellable commitments properly incurred before notice, less recoverable value and subject to the remaining order price. The Supplier shall stop further commitment, mitigate costs and transfer paid-for work and customer property. No profit is payable on unperformed scope unless expressly agreed.

32.0 Governing law and Bengaluru dispute resolution

32.1 The order is governed by Indian law. Representatives shall first attempt good-faith resolution within 30 days of a written dispute notice. Urgent interim relief and statutory limitation periods are unaffected. Undisputed obligations shall continue where practicable.

32.2 Arbitrable disputes shall be referred to a sole independent arbitrator jointly appointed under the Arbitration and Conciliation Act, 1996. If appointment is not agreed within 30 days of an arbitration request, either party may seek appointment through the competent statutory mechanism. The legal seat is Bengaluru, Karnataka, India; proceedings shall be in English. Hearings may be held remotely or elsewhere without changing the seat.

32.3 Courts of competent jurisdiction at Bengaluru shall have exclusive jurisdiction over court proceedings arising from the order and the arbitration, subject to mandatory law. This clause does not exclude the MSME Facilitation Council, insolvency tribunals, regulatory bodies, consumer fora where applicable, or statutory appellate and enforcement jurisdictions. Arbitration costs shall be determined under applicable law, without a unilateral appointment right for either party.

33.0 Notices survival and controlled issue

33.1 Notices shall be sent to the designated business addresses and verified electronic contacts in the order. The parties shall maintain evidence of receipt for critical amendments, claims and termination notices. A purchase contact may not waive quality requirements unless authorized to do so.

33.2 Invalidity of a provision does not invalidate the remainder where it can lawfully operate. Failure to enforce a right once is not a permanent waiver. Confidentiality, intellectual property, record retention, accrued payment, warranty, indemnity and dispute provisions survive to the extent necessary. These conditions are incorporated through the applicable purchase order or agreement. Publication of a revised version on the website does not retrospectively amend an accepted order without a valid contractual amendment.