Rfq Terms Conditions

7/29/2019 Rfq Terms Conditions

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General Terms and Conditions

For

TML RFQ


2/22

TABLE OF CONTENTS

1. Applicability and General Terms2. Provisions relating to Supply of Product

2.1 Definitions2.2 Supply, Price, Delivery & Payment2.3 Payment Terms2.4 Local Facility2.5 Service and Replacement parts,SPARE PARTS AND SERVICE SUPPORT2.6 Product Specifications2.7 Tooling2.8 Forecast and Orders2.9 Packing and Transport2.10 Delivery Clauses2.11 Penalty Clause and Liquidated Damage2.12 Short shipment, incorrect quantity or type, Non-confirming Goods2.13 Acceptance of Goods2.14 Warranty2.15 Co-operation

2.16 Recall Campaign2.17 Evolution of Product and Engineering Changes2.18 Indemnity2.19 Continuity in supply of Products

3. Ingredients4. Quality / Inspection5. Material Provided by Tata Motors6. Secrecy and Confidentiality7. Sub-Contracting8. Intellectual Property Rights (IPR)9. Advertising10. Force-majeure

11. Damage to Third Person and related Liabilities12. Compliance with Rules and Regulations and Norms13. Audit Rights, Financial Information and Certification14. Language and Communications15. Severability

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ANNEXURES

1. TATA Code of Conduct - Please refer Annexure 1

2. Confidentiality Understanding - Please refer Annexure 2

3. List of Hazardous Material - Please refer Annexure 3

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1. Appl icabi li ty and General Terms

1.1 TATA MOTORS LTD., is a corporation duly organized and existing under the laws of theRepublic of India and having its Registered Office at Bombay House, 24 Homi Mody Street,Mumbai 400 001, India (hereinafter referred to as Tata Motors or TML or customer), whichexpression shall unless repugnant to the context or meaning thereof, mean and include its

successors and permitted assigns.

1.2 The Supplier is a business entity, as a result of long experience in the business of design,development and manufacture of automobile components and assemblies for vehicles for theworldwide market, has developed and has acquired and or possesses specific knowledge, know-how, and technical information in the fields, inter alia, of engineering, design, development andmanufacture of automotive components, to whom Tata Motors have approached for supplyingsuch components, assemblies or services so that Tata Motors can use the same in the vehiclesmanufactured by it at its facilities, on the terms and subject to the conditions contained herein.

1.3These General Terms and Conditionsapply to a Request for Quotation, that TML may send toany supplier for the intention of procurement of production goods and/or services from theSupplier such as (a) production and service parts, components, assemblies and accessories; (b)raw materials; (c) tooling; and (d) design, engineering or other services:

1.3.1 The Supplier must observe the guidelines laid down in TATA Code of Conduct attached asAnnexure - 1 governing the relations and conduct of the parties in the fields of business.

1.3.2 Supply of Products and/or Services in the correct quantity, at the correct time, with correctquality level and at correct price, as stipulated in the Purchase Orders and Supply Scheduleissued by various Procurement Departments of Tata Motors at various locations, includingthe Spare Parts Division, from time to time. Actual purchase/supply of components shall bemade against specific purchase orders and supply schedules issued to the Supplier fromtime to time.

1.3.3 The Purchase Order such as Production Purchase Order, Production Tool Order, PrototypePurchase Order, Prototype Tool Order, etc specifies relevant details of the items such as Part

No, Description, Price describe the goods and services being purchased, specify the nameand address of the Tata Motors Ordering Plant and the Supplier along with other terms andconditions. The Purchase Order and the Delivery Schedules are issued from time to time arethe basis of supply of goods/services to Tata Motors.

NOTE: Purchase Order terms as mentioned above may be adjusted against targets for cost,quality and delivery from time to time..

1.3.4 Tata Motors expect suppliers to work in the spirit of partnership and support cross functionalworking in the areas of Product Development, Cost Reduction and Quality Improvement.

1.3.5 The supplier is required to demonstrate continuous improvements in all areas of costreduction, quality improvements and delivery performance. Supplier is also expected to foster

spirit of innovation and continuously upgrade the products and services offered to TataMotors to meet the common aim of customer satisfaction and show commitment towards thisby actually practicing tools such as Kaizen, Six Sigma etc. to achieve Business Excellence.

1.3.6 The Supplier is expected to achieve Self Certification Status so that all supplies to TataMotors, at the sole discretion of Tata Motors, may get further processed without incominginspection. All suppliers of Tata Motors are expected to achieve QS 9000 / TS 16949certification an internationally accepted and widely practiced Quality system in themanufacturing industries.

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1.3.7 All categories of parts and assemblies, O.E as well as Spares, supplied to Tata Motors after

completing development process and approval of the parts for regular supplies are coveredunder Warranty Terms and Conditions.

1.3.8 Tata Motors evaluates suppliers performance against targets and provides such objective

regular feedback to suppliers related to achievements against targets on various areas ofcost, quality and delivery. Continuation, expansion and diversification of business relationshipwith Tata Motors depend on the suppliers ability to meet/surpass these targets.

1.3.9 Unless otherwise specifically agreed in writing, the Law of India shall govern the businessterms shall in all respects.

1.4 A Purchase Agreement is a formal agreement that will be entered into before a PurchaseOrder is issued. It lets the Supplier know that details of specific terms and conditions whichwill govern the general business between supplier and TML. A Purchase Agreement is a longterm agreement which needs renewal after every 10 years, and is not item specific andtherefore is executed only once with a supplier.

In some specific cases, an additional Supply Agreement and/or Technical AssistanceAgreement and Warranty Agreement can also be entered, prior to issuing a PurchaseOrder, confirming TML decision of business award to a supplier, subject to the terms andconditions of these Agreements. These agreements are part/aggregate specific.

2. Provisions relating to Supply of Products

2.1 DEFINITIONS

As used in this document, the following terms shall, unless repugnant to the context or meaning thereof,have the following meanings:

2.1.1 Imported Products shall mean Products / components manufactured outside India meeting

specifications as defined by Tata Motors

2.1.2 Local Products shall mean Products / components manufactured in India meeting thespecifications as defined by Tata Motorsand also the Imported Products as and when theyget manufactured in India.

2.1.3 Products shall mean both imported products and local products which in combinationconstitute the Product.

2.1.4 Spare Parts shall mean all parts that are intended for maintenance of the Products.

2.1.5 Vehicles shall mean all vehicles manufactured by Tata Motors which also incorporate theSuppliers Product along with other components and aggregates.

2.1.6 Terms such as "CIF", FOB assumes the meaning as defined in Incoterms2000.

2.2 Supply, Price, Delivery and Payment

2.2.1 Tata Motors purchase Products from supplier, subject to supplier meeting systemspecifications, quality, reliability, performance, delivery, price requirements etc of Tata Motorsas detailed in various sections in this General Terms and Conditions, RFQ, Drawings, Tata

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Motors Standards, Purchase Orders and other agreements, such as Purchase Agreement,Supply Agreement etc that may have been executed with the supplier.

2.2.1 Supplier must extend the status of a very important global customer to Tata Motors and dealwith Tata Motors as the supplier would deal with other similar customers. Such status,however, neither confers any legal rights on Tata Motors nor does it impose any legal liability

on supplier.

2.2.2 Supplier must not supply to any third party without prior written consent from Tata Motors, if theproducts in Purchase Order are manufactured using any of the following:

A) Any intellectual property rights of Tata Motors or its promoters in the form of patents,know-how, designs, copyrights or other rights (whether registered or not)

B) Secret knowledge of manufacturing processes (know-how) of Tata Motors, orC) Dies, moulds, models, patterns, jigs, tools or accessory equipment that were acquired

from without payment obligation or fully paid by Tata Motors.

2.2.3 If the supplier supplies standard product to Tata Motors, then supplier must ensure that similarproducts or their packaging supplied by supplier to the third parties shall not bear any mark or

reference of, either intellectual property rights of Tata Motors or the Promoters of Tata Motors.

2.2.4 The items agreed to be sold and supplied by the supplier must be delivered at designatedpoints within Tata Motors premises at various locations or any other location specified forSpare parts. The property and risk of the items shall pass on to Tata Motors only when the saiditems are delivered to Tata Motors at designated points and the supplier shall be responsiblefor any shortfall in quantity / damage /loss to the said item till the same is delivered in goodcondition to Tata Motors and thus acknowledged by Tata Motors.

2.2.5 The supplier needs to supply components in reusable containers. Exceptions, if any, will haveto be informed to buying agency in advance and mutually agreed upon. The supplier isexpected to ensure proper preservation of the components. Specific handling, packaging andpreservation standards will be prepared and submitted for each component of Tata Motors forapproval.

2.2.6 Each shipment by the supplier must be made under separate invoice indicating Part Number,Description, Modification status, quantity supplied and accompany PDI report (format asapproved by Tata Motors) and Material Engineering report for the shipment, and other relevantparticulars. Each shipment will be marked with date of manufacturing and a lot number forQuality Control and traceability.

2.2.7 Prices

Initial price for every item shall be settled between Tata Motors and the supplier, based on thequotation and detailed cost break-up provided by the supplier and mutually agreed between TataMotors and the supplier. Tata Motors then release Purchase Order on the supplier for the pricethus settled.

Unless agreed to specifically, any qualifying terms and conditions of the Supplier contained intheir quotations / purchase order acceptance or any other form of communication shall notgovern the business with Tata Motors.

Together with Tata Motors, the supplier is expected to commit offsetting inflationary increases incosts through productivity gains and reducing cost further through value engineering, six sigmaand Kaizen exercises, increased volumes of procurement from Tata Motors leading to lowerFixed cost per unit, achievement of higher productivity, effect of learning curve and by initiating

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other cost reduction measures, and Supplier agrees to bring down the prices as per the targetsset from year to year with help of these measures.

2.2.8 The unit price of the Products supplied from local facilities needs to be quoted in Indian Rupeesonly. They will include the transportation / packing / marking costs.

2.2.9 In case the quoted price has any foreign currency exposure, such exposure must be clearly andcompletely defined with respect to the currency, amount, and exchange rate.

2.2.10 If there are changes in the said Product specifications, which are approved by Tata Motors, toimprove quality, reliability, performance and / or delivery requirements, the impact will bereviewed jointly and if found appropriate, the Tata Motors will carry out the consequentialamendments in the Purchase Order.

2.2.11 Unless specifically agreed, unit rate applicable for serial production goods will also be applicablefor all requirements on prototypes and for service and replacements.

2.2.12 For all supplies, other than cases where Tata Motors is responsible for import actions, suppliermust ensure compliance with all relevant formalities pertaining to payment of duties and taxesand documentations thereof and in particular, ensure that valid excise invoice/any other

documents, as specified by the relevant laws from time to time, is provided along with thedelivered goods, to enable Tata Motors, to avail of credit/refund of any duty/taxes paid by thesupplier. The supplier shall also furnish relevant documents for claiming duty draw-back, and ifrequired by Tata Motors for any other reasons. Any financial loss incurred by the supplier / TataMotors, on account of non-compliance of relevant documentations by the supplier will be to thesuppliers account.

2.2.13 If any sum of money is recoverable from and payable by the Supplier, Tata Motors shall beentitled to recover such sums from any sums due to the supplier or which at any time thereaftermay become due to the supplier under any purchase orders. Should that sum be not sufficient tocover the full amount recoverable the Supplier shall pay to Tata Motors on demand, theremaining balance amount.

2.2.14 Price revision effected for an item, due to Value Engineering exercises or changes in supplyconditions or specifications shall normally be considered only once a year, or at intervals mutuallyagreed upon. The revised prices and effective date thereof will be arrived at through discussionwith the supplier. Till the time the revised prices are mutually agreed upon and come into effect,only the prices in the applicable Purchase Order shall remain valid and the supplier shall maintainuninterrupted supply of the Products.

2.2.15 Any applicable development expense, such as Styling, Engineering, Integration, Validation,tooling etc, is settled with the Supplier considering the supplier delivers the product achieving thespecified system level targets. Development expense is never settled for number of iterationsrequired by the supplier to achieve the expected performance levels as specified in the RFQ.Supplier therefore is required to make the best estimate of engineering effort and provide theestimate together with break-up to Tata Motors. This estimate serves only as the supporting

calculation of the quotation and the supplier is solely responsible for correctness of this estimate.

2.2.16 Unless there are fundamental changes in system level performance targets during the coursedevelopment which is demanded by Tata Motors, supplier understands that the development costagreed as in Article 2.2.15 is at the upper ceiling level. Tata Motors do not accept anysubsequent claim/request from Supplier on cost escalation due to changed iterations/efforts tomeet agreed system level targets.

2.3 Payment Terms

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2.3.1 Local Products: Payment will be made as per payment terms as mentioned in the PurchaseOrder, by the respective purchasing agencies in Tata Motors, which are made in Indian Rupeesfor all procurements done in India, and is generally made within 30 days of satisfactoryacceptance of Products at Tata Motors i.e. 30 days after Goods Inward Notification, againstdocuments such as (i) Lorry receipt / Rail receipt (ii) Commercial invoice (iii) Packing list etc.

2.3.2 Imported Products: Payment will be made as per payment terms as mentioned in the PurchaseOrder. The payment terms are generally against irrevocable letter of credit or cash againstdocuments. Payments shall be released within 30 working days from submission of documentssuch as (i) Bill of Lading/Airway bill, (ii) Commercial invoice, (iii) Packing list, and (iv) Certificate ofOrigin etc.

2.3.3 For Local Products, Unit Prices stipulated in the Purchase Order are exclusive of all taxes andduties levied on the said items by Central / State/ local Authorities, unless specified otherwise.

Tata Motors is entitled to claim any admissible exemption / concession accrued under Excise,Sales Tax or any other laws being in force at that time and for the purpose it shall furnish to thesupplier the declaration forms or other documents as may be prescribed thereof. Supplier shallclearly and separately show on its invoice any duties, sales tax, VAT, Turnover Tax etc andprovide all such documents to Tata Motors.

2.3.4 For the development cost to be paid in foreign currency, the agreed cost is always gross of theWithholding tax as applicable under Double Taxation Avoidance Treaty between India andsuppliers country of origin. This means, while payment, Tata Motors deduct applicableWithholding tax from the agreed payment amount and issue necessary certification of taxdeduction to the supplier. Unless otherwise agreed specifically, all taxes applicable in supplierscountry of location, is also included in the development cost that is agreed with the supplier.

2.3.5 The payment terms of development expenses, is generally in three instalments against achievingspecific and pre-defined development mile-stones, with the last instalment being 30%.

2.3.4 The supplier understands that in the event of any prolonged dispute, involving repeated non-conformance of the Products quality/quantity/packing/ delivery schedule, etc. by the supplier, theterms of payment agreed upon shall not be binding on Tata Motors.

2.4 Local Facility

Supplier shall normally establish its manufacturing facilities near assembly location of TataMotors with an objective of J IT supplies to Tata Motors. In the event Suppliers manufacturinglocation is not in the vicinity of Tata Motors ordering plant, supplier shall establish storage facilitynear the ordering plant of Tata Motors to provide uninterrupted and streamlined supply ofmaterials.

In case the initial supplies are imported, in its endeavour to remain price competitive, suppliershall aggressively explore possibility of setting up facilities in the same country of Tata Motorsordering plant in the earliest possible time for which the supplier shall commit to a time-boundaction plan for setting up a local production facility.

2.5 Service and Replacement Parts, Spares Parts and Service Suppor t

2.5.1 At the request of Tata Motors during the period after Tata Motors complete current modelpurchases, say 15 years, supplier shall make supplies to fulfill Tata Motors past model serviceand replacement requirements at the prices specified in a purchase order plus actual costdifferentials for packaging and transport. During the final year of such period, the Supplier and

Tata Motors shall negotiate in good faith with regard to the Suppliers continued manufacture ofservice and replacement supplies.

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2.5.2 Supplier shall supply components as spare parts to Spare Parts Division of Tata Motors as perschedule indicated by them at the settled unit rate, which are at par with OE unit rate till the timethe vehicle platform is in regular production by Tata Motors.

2.5.3 Supplier must ensure adequate steps to attend to any complaint in the field by providing a wideservice network for which Tata Motors will define target markets in the RFQ and thus shall takeadequate steps to ensure service supports in all these territories, either by their own facilities orthat of their collaborators / J V Partners or their representatives.

2.5.4 Supplier must provide such sale and after-sale service related information as mutually agreed bythe parties, such as (but not limited to) parts, catalogue, workshop manual, training manual andmaintenance guide, diagnostic equipment etc.

2.6 Product SpecificationsThe products to be sold and supplied by the supplier to Tata Motors against the releasedPurchase Orders terms shall meet the specifications as finalised and agreed in writing betweenthe supplier and Tata Motors hereto on completion of development work on the Product. Productspecification, thus finalised, is generally documented in the form of drawings. Supplier isexpected to participate in preparing this drawing jointly with Tata Motors, although theresponsibility of approval and release of such drawings and specs sheets is solely with TataMotors. The specifications can not be changed unilaterally by the supplier without prior writtenapproval from Tata Motors.

2.7 Tooling

2.7.1 Tata Motors assume ownership of tools to the extent Tata Motors have funded the tools andeither directly paid for the tooling costs or fully), or agreed to pay for the tooling costs throughamortization (fully), or have specific understanding with supplier towards tool ownership,irrespective of source of funding, as the case may be.

2.7.2 Tools thus owned by Tata Motors, as above, for which the Supplier is the custodian of such tools,gages, equipments owned by Tata Motors, supplier ensure safe custody, proper storage andusage, due care, adequate insurance cover against fire, theft etc. In the event of theft,destruction, damage, perils suffered by the tools for any reason, the same shall be promptlyinformed to Tata Motors for further actions as necessary.

2.7.3 The Supplier must keep proper accounting for such tools, gauges and equipments and providethe same to Tata Motors as and when required. Further, the Supplier agrees to facilitate physicalverification by officials of Tata Motors or any other persons duly authorized by Tata Motors in thisbehalf, at all reasonable times.

2.7.4 In any of the conditions above, the supplier must not use any of these tooling for anything otherthan converting / manufacturing / assembling materials to be supplied to Tata Motors withoutobtaining consent from Tata Motors. Tata Motors holds the exclusive rights of tools for partsspecific to Tata Motors applications, irrespective of their source of financing. Supplier is expectedcommit to use these tools exclusive for Tata Motors requirements and not for any other

applications.

2.7.5 The prevailing tooling, owned by Tata Motors as above, at the point of discontinuation of activemanufacture shall continue to remain a property of Tata Motors.

2.7.6 Maintenance of the tooling, returnable containers and other bailed properties: The supplier shallat its expense:

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2.7.6.1 Maintain the tooling, including its repair or replacement, in the condition necessary to produce thecomponents in accordance with the terms of Purchase Order. Supplier is responsible for partquality arising out of tool wear and tear due to improper tool maintenance.

2.7.6.2 Supplier is also responsible for all wear and tear of tools, Returnable Containers and other bailedproperties.

In any case, should there be concerns in Tools/ Returnable Containers, as mentioned abovewhich may potentially impact on Product quality; supplier must promptly notify Tata Motors aboutthe concern with corrective action plan.

2.7.6.3 Prominently mark the tools which are paid by Tata Motors as the property of Tata Motors or itsAffiliate Company and / or subsidiary with part number.

2.8 Forecast and Orders

2.8.1 Actual purchase / supply of components shall be made against specific purchase orders.

2.8.2 Tata Motors provide an annual non-binding forecast to the supplier. This forecast may be used by

the supplier for planning purposes only.

2.8.3 Volume projection provided in by Tata Motors (including spare parts) is not a commitment byTata Motors to purchase the quantities specified. Supplier acknowledges that VolumeProjections, like any other forward looking projections, are based on a number of economic andbusiness factors, variables and assumptions which may not be with in the control of Tata Motorsand some or all of which may change over time and may or may not be accurate at the time theywere made or later on. Tata Motors makes no representation, warranty, guaranty or commitmentof any kind or nature, expressed or implied, regarding any Volume Projection.Initially Purchase order / Scheduling is released by Tata Motors like an open order. After start ofproduction of the Product, Tata Motors issue monthly supply schedule, time to time, with specificquantities to be delivered at a time. The frequency of delivery can be month-wise or such otherschedule as may be agreed by the parties. This schedule is deemed to be accepted by supplier,unless supplier convey within three (3) business days their anticipated difficulties to meet this

schedule for specific items to Tata Motors, if any. Supplier shall also inform the specific stepsbeing taken by them to contain the problem as also the time frame within which they would beable to overcome the problem.

2.9 Packing and Transpor t

2.9.1 For Local supplies, supplier shall supply components in reusable containers. Exceptions, if any,will have to be informed to buying agency in advance and mutually agreed upon. The suppliershall ensure proper preservation of the components. For imports, Packing shall be in suitable seaworthy/airworthy packing depending on the mode of transport, complying with internationalstandards, strong enough to withstand multiple handlings at various ports and also tropicalconditions of India. Packing for imports shall be non-returnable.

Supplier shall provide a mutually agreed Unique Identification mark including location ofIdentification (such bar code, color code etc) on each and every Product supplied, which shall beas agreed upon jointly before start of serial production supply.

2.9.2 Unless agreed otherwise, product prices are inclusive of such marking fees. Supplier mustspecifically provide cost details and obtain approval of Tata Motors, if they are proposingexpendable packing for Local Products. In case of imported supplies, product prices are alwaysexpected to be inclusive of expendable packing.

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2.9.3 Phytosanitory Certificate: For imported supplies, the supplier must ensure to providephytosanitory certificate from the Country of Origin, to comply with requirements from Indianauthorities, if articles have been packed with packing materials of plant origin used for packingwhich include hay, straw, wood shaving, wood chips, saw dust, wood waste, wooden pallets,dunnage mats, wooden packages, coir pith, peat or sphagnum moss etc. or the supplier may usepressed pallets instead of wooden pallets for packing.

2.10 Delivery Clauses

2.10.1 Supplier must supply products as per Tata Motors schedules as indicated in Purchase Order oras communicated from time to time. Supplier is expected to agree on a specific logistics protocolwith Tata Motors prior to commencement of production.

2.10.2 Documentation of each shipment to confirm article 2.2.6. It is the responsibility of Supplier toensure that the material being physically supplied conforms exactly to the delivery documentsmade by supplier for the supply.

2.10.3 Any revision in delivery schedule shall be as per the mutual agreement only.

2.11 Penalty Clause / Liquidated Damages

2.11.1 Supplier recognises that Tata Motors depends on the supplier for requirement of Products formanufacturing of vehicles. As time is the essence in a high volume production operation, the riskof delays in supplies needs to be mitigated. Therefore, in case of any delay in the supply ofProducts from the agreed delivery term supplier causing Tata Motors to stop its production line,the supplier would be subject to liquidated damages.

2.11.2 In case supplier fails to meet the supply schedule released on the supplier and accepted by thesupplier as defined in this document, and Tata Motors incurs any additional expenditure by wayof air freight, etc. or pay any extra price for procuring the material from other source/(s) forkeeping Tata Motors production lines running, such extra expenditure or extra payment shall bedebited to the suppliers account.

2.11.3 Tata Motors may also be constrained to, upon prior notice, charge penalties to the suppliersunder the following circumstances:

a. Repetitive or major quality problems leading to severe disruption and / or severe loss ofreputation for Tata Motors products;

b. Infringement of Intellectual Property Rights of Tata Motors;

c. Violation of TATA Code of Conduct.

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2.12 Short Shipment , Incorrect Quantities Or Type, Non-Confirming Goods

2.12.1 Supplier must ensure that the material being physically supplied conforms exactly in relation to

quantity, part description, part number, modification status etc to the delivery documents made by

the supplier for the supply, which is prepared in line with the Products ordered.

2.12.2 If, after delivery, Tata Motors discovers any discrepancy between (i) the quantities or type of

Products ordered by Tata Motors and that received by Tata Motors or (ii) the quantity or type of

Products invoiced by the supplier and that received by Tata Motors, Tata Motors will notify the

supplier thereof. In the circumstances where an item is covered under invoice but short-shipped

by the supplier, Tata Motors has to pay duty/taxes on the item again as such shortage is noticed

only at Tata Motors works, and Tata Motors cannot claim refund of duty/tax paid on such short-

shipped items, in such cases, Tata Motors will not be liable for payment of the short-shipped

items. If Tata Motors has been charged for shipment of the short-shipped items, then the supplier

will be responsible for shipping costs of replacement items. The supplier shall also reimburse

Tata Motors such any duty/tax incurred.

2.12.3 If the quantity discrepancy is a shortage, the supplier shall, at Tata Motors' option, as quickly as

practicable, on Tata Motors' demand and at supplier's cost and expense, supply the number of

units in such shortage to Tata Motors.

2.12.4 In case of an excess supply in any shipment, irrespective of when and by which party discovered,

Tata Motors shall, on learning of such excess supply, at its option, either (i) keep such quantity

and pay the amount invoiced or the amount to be invoiced if the invoice did not include such

overage, or (ii) dispose of overage Products in consultation with the supplier, in which case, all

reasonable costs and expenses incurred by Tata Motors in so doing shall be reimbursed by the

supplier.

2.12.5 If the discrepancy is non-conformity as to type or incorrect quality, Tata Motors shall return the

non-conforming Products to supplier at supplier's expense and supplier shall, upon Tata Motors'

election, (i) supply Tata Motors with the conforming Products at its own expense, (ii) refund the

purchase price together with duty /taxes /levies paid by Tata Motors and reasonable expenses for

returned non-conforming Products, or (iii) settle such discrepancy in such other manner as

agreed upon between Tata Motors and the supplier. If Tata Motors selects option (i) above, the

supplier shall use its best efforts to supply such conforming goods as soon as possible and the

supplier shall advise Tata Motors of the earliest delivery date which meets Tata Motors

expectations.

2.13 Acceptance of Goods

If the Products supplied by the supplier are not as per the requisite specifications / quality /drawing or are received in rusted / damaged / broken condition on account of inadequatepacking, subject to inspection and acceptance by the supplier, Tata Motors shall be entitled toreject such material and recover the costs from the supplier. The amount will be recovered viathe issuance of a debit memo by Tata Motors to the supplier and a credit memo by the supplier to

Tata Motors, both to be issued in a manner and timeframe to be as decided by Tata Motors.

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Cost of any segregation / re-work carried out by Tata Motors shall be debited to the supplier.Also, to ensure the bad quality parts are not accidentally mixed-up/recycled, rejections will bescrapped at Tata Motors and cost of such scrapping action be debited to the Supplier afterintimation.

2.14 Warranty Terms and Condi tions

2.14.1 The Supplier shall warrant the Product against defective design / material and / or workmanship.Such warranty shall be valid for the same period as that of the vehicle in which the said item isfitted.

2.14.2 Tata Motors reserves the right to review this coverage annually in line with the demands ofmarket place. Supplier is required to support such decisions and extend warranty coverage in linewith these decisions.

2.14.3 The Supplier commits to demonstrate continuous improvement to reduce warranty failure level inthe supplies made by him to Tata Motors. In addition, Tata Motors may initiate variousactions/programs designed to improve quality, and customer satisfaction or to reduce cost orwarranty returns. The supplier is required to participate in these programs to the extent requestedby Tata Motors.

2.14.4 Regarding acceptance of warranty, Tata Motors decision, after due consideration to Suppliersviews if any, shall be final and binding on the supplier. Tata Motors will debit the Warrantyexpenses to vendor as below:

2.14.4.1 Unless otherwise agreed, Warranty cost shall be at 2 times the OE purchase price.2.14.4.2Where no OE purchase price exists, spare purchase price will be used for this purpose.

2.14.5 In case of major failures related to safety, regulation and performance, retro-fitment will becarried in the field as decided by Tata Motors. The supplier understands that the costs associatedwith such retro-fitment, either part/full, as decided by Tata Motors in consultation with thesupplier, will have to be borne by the Supplier.

2.14.6 Supplier will be allowed to review warranty failed parts collected at designated locations andpresent root cause analysis / corrective action plan along with the validation test plan, within 30days of notification of such failures. The Supplier is expected to submit failure analysis togetherwith Corrective Action Plans and results of validation tests certifying the efficacy of the CorrectiveAction in a reasonable period of time. While Tata Motors gives due consideration to the failureanalysis given by the Supplier regarding such failures, decision by Tata Motors on the reasonsfor failures and consequent liability is final and binding on the supplier.

2.14.7 The Supplier understands that it has to bear the cost of disposal of warranty returns, if notcollected by the supplier in stipulated time.

2.14.8 In case of export warranty, the failed parts are not brought back and Supplier is expected to visitthe actual site for studying the failure.

2.14.9 In case the part supplied by the Supplier has gross deficiencies leading to recall of vehiclesoperating in the field, the entire cost of such recall operation and an additional sum as damages,as considered appropriate by Tata Motors, may be debited to the Supplier.

2.14.10In the event Tata Motors carries out a modification of the design to address specific fieldcomplaint or failure, the liability of the Supplier shall be reviewed and suitably modified, asconsidered appropriate by Tata Motors.

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2.14.11 Warranty for service and spare parts will be same as warranty offered for the same parts for OEsupplies.

2.14.12On specific cases, more detailed Warranty terms may be separately decided between TataMotors and the supplier and a separate Warranty Agreement may be executed accordingly.

2.15 Cooperation

2.15.1 The supplier must agree to provide reasonable assistance to Tata Motors in responding to anyinquiries from any statutory authority of any country relating to an alleged defect in the Productsor in responding to any third party claim or litigation alleging defect in the Products.

2.15.2 Supplier is expected to assist Tata Motors in identifying a problem in the Vehicle related to theProducts.

2.16 Recall Campaign

In the event that during the warranty period and thereafter for a maximum period of 3 (three)years, or as decided specifically, if there is a design or workmanship defect which is attributableto supplier solely, and a recall campaign is requested, suppliers liability is limited to those recallcampaigns (a) ordered by a regulatory authority, (b) conducted in response to a specific and

justifiable threat by a regulatory authority, or (c) conducted after Tata Motors demonstrates theexistence of a significant safety or liability concern. In case of any such event Tata Motors willinform supplier as soon as practicable and the supplier shall be fully involved in the technicalanalysis with Tata Motors. Supplier understands that cost of such total recall may have to beborne by the supplier.

In case of claims related to Defective Products in the field, but not causing any Product Liabilityclaim from a third party, supplier shall be fully involved in the technical analysis with Tata Motorsto decide the necessity of a recall campaign for Products. If it is established that the supplier isliable for the defect, by a technical analysis and mutual agreement between Tata Motors andsupplier, or as determined by a court of competent jurisdiction, supplier shall pay selling price ofProducts under the prevailing Purchase Order (similar to recovery of cost towards rejected

materials) + reasonable costs incurred for sorting out, repair, removal or exchange of thedefective parts and handling costs as decided specificallyper exchanged Product, which may beestimated in consultation with the supplier but considered appropriate by Tata Motors.

2.17 Evolution of Products and Engineering Changes

Tata Motors reserves the right to make, at any time, changes in the products as perrequirements.

In the event of such request of changes in product specification, the supplier will agree with therevised product specification with Tata Motors. The parties shall also reach an appropriateagreement regarding implementation of the changes, such as time schedule, effect on existingstocks, effect on spare parts availability and commercial implications, if any.

The supplier shall continue to invest in its Research and Development efforts to upgrade productsbeing supplied to Tata Motors in terms of their performance, quality, features and functionality. Anychange made to the product by the supplier should be approved by Tata Motors and IPR would restwith parties as spelt out in IPR section of this Terms and Condition document.

When justified, due a to product obsolescence or technical evolution, supplier will submit to TataMotors an alternative solution for Products which can be implemented by Tata Motors at a costto be mutually agreed.

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2.18 Indemnity2.18.1 The supplier shall indemnify and hold Tata Motors harmless from and against any product liability

claims, actions, or proceedings arising out of death of or injury to a third party or damage toproperty of a third party brought by third parties against Tata Motors in respect of the supplier

supplied Products which are conclusively found to have a design or other defect solelyattributable to the supplier. Provided that Tata Motors shall forthwith notify the supplier of anyclaim, action or proceeding, whether actual or threatened. In defending any claims or actions,

Tata Motors shall consult and co-operate with the supplier and take all steps necessary to protectthe integrity of the supplier supplied Products.

The supplier shall indemnify and hold Tata Motors harmless from and against any claim by a third

party that the use by Tata Motors of any Product(s) supplied by the supplier hereunder infringes

the intellectual property rights of such third party, provided that Tata Motors:

2.17.1.1 Notifies the supplier in writing, within a time frame specifically agreed, after it first

learns of such claim;

2.17.1.2 Provides such information, assistance and cooperation as the supplier may request

from time and time; and2.17.1.3 Allows the supplier full discretion to defend, compromise or settle any such claim or

proceeding on such terms as the supplier sees fit

2.17.2.1 Nothing herein authorizes Tata Motors to defend, compromise or settle any claim or

proceeding on behalf of the supplier

2.17.2.2 If the use of a design feature of a Product or a component of a Product or the Product

itself is permanently enjoined by reason of an infringement of a valid third partys

Intellectual Property Right, the supplier will use best efforts for

2.17.2.3 Either to modify the design feature of the Product or the component of the Product or the

Product itself to render it non-infringing

2.17.2.4 Or to get a license from the third party who is the owner of the Intellectual Property Right.

2.17.3 Tata Motors shall indemnify and hold the supplier harmless from and against any and allclaims, actions, or proceedings (including product liability claims) arising out of death of orinjury to a third party or damage to property of a third party brought by third parties against thesupplier in respect of Products which are found to be defective:

2.17.3.1 Due to a design or other defect attributable to drawings, designs, patents, know-how, materials, equipment, tooling or specifications provided by Tata Motors tothe supplier for the development of the Products;

2.17.3.2 Due to a manufacturing defect caused by defective material or workmanship not

attributable to the supplier;

2.17.3.3 Where any identification or serial number on any Product has been removed,altered or defaced;

2.17.3.4 Where Products have not been properly maintained in accordance with themaintenance procedure recommended by the supplier as applicable or havebeen subjected to any misuse, unauthorized repair, replacement, modification oralteration;

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2.17.3.5 Where the Products have been combined with products supplied by third party

vendors and the failure of the Products is as a result of incorrect combination ofProducts with products supplied by third party vendors.

The above shall apply provided that the supplier:

a) Notifies Tata Motors in writing within a time frame specifically agreed, after it first learns ofsuch claim;

b) Provides such information, assistance and cooperation as TML may request from time andtime; and

c) Allows Tata Motors full discretion to defend compromise or settle any such claim orproceeding on such terms as Tata Motors sees fit.

Tata Motors shall not, without prior written consent of the supplier, which will not beunreasonably withheld or delayed, settle any such claims with a third party.

Each Party shall promptly communicate to the other any claims, actions or proceedings andinvestigate, as appropriate, all deaths, injuries or damages to property brought to their attention

which are claimed to be the result of a design or manufacturing defect in the Products.

2.18 Continuity in Supply of Products

The supplier is expected to assure continuity in supply of Products pursuant to the terms hereofrecognizing that Tata Motors will be sourcing its requirements of Products from it.

3. Ingredients

The supplier shall furnish the details of any hazardous ingredients in the components supplied by it. Ifsuch hazardous nature is unknown at the time of sale, special notice shall be given to the Tata Motorsimmediately after the suppliers discovery thereof. A list of hazardous material is enclosed in theAnnexure3 (List of Hazardous Material).

The supplier undertakes the responsibility to follow the regulations so that the recycling at the end of thelife of the product does not violate the regulations of Tata Motors target markets as defined in the RFQ.

The supplier commits to change the processes / designs, if required, to comply with this from time to time.

4. Quality / Inspection

The products should adhere to the requirements listed in the clause Product Specification.4.1 All components delivered by the supplier shall be subject to Tata Motors decision on acceptance

for rejection after its Inspection formalities. In addition to meeting the delivery commitment,meeting the Quality criteria as specified and agreed is the essence of this Agreement. All

liabilities arising out of any shortfall in Quality expectation will be to Suppliers account includingany loss of production due to rejection of supplies by Tata Motors on account of Qualityproblems.

4.2 Unless otherwise agreed, the Supplier is not expected to start production-intent supplies to TataMotors till the time the PPAP (Production Part Approval Process), as per QS9000 qualitysystems, is completed and formally approved by Tata Motors. On approval of the PPAPsubmitted, Tata Motors shall provide the supplier a signed Part Submission Warrant copy. Inspecific circumstances, waiver must be obtained for starting supplies before PPAP, indicatingspecial controls to be exercised by supplier while dispatching materials to Tata Motors.

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4.3 Tata Motors has the right to verify the products, processes and quality systems audit at suppliers

or its subcontractors or its suppliers premises. Such verifications however shall not absolve thesupplier of the responsibility to meet the specified quality requirement.

4.4 Whenever Tata Motors communicates non-conformity, on product and the supplier must informthe corrective action taken and date of implementation to close the non conformity report. Furtherthe supplier is expected to take preventive action to avoid recurrence of the defect/s.

4.5 The supplier is expected to make reasonable effort to maintain PPM level at Zero Kilometrerejection related to non-conformity of agreed product specification, performance, quality etc, asper the specifically agreed PPM level, which for all general purpose applications, is under 50PPM.

4.6 The supplier must ensure adequate surface protection, proper packaging, handling and deliveryto secure product quality during transit.

4.7 The supplier must obtain prior permission from Tata Motors for any change affecting packaging,performance, specification, appearance etc in product/ process / sub-contractor and shall keep

Tata Motors informed and updated accordingly. Once the changes are approved by Tata Motors

and changes carried out by the supplier, the supplier must also update the after-sale servicerelated information as detailed in the relevant clause of this document and keep Tata Motorsdealers, Spare Parts Division and Service informed about these changes.

4.8 Documentation Control: Supplier is expected to always ensure to maintain updated documentssuch as the latest revision of drawings, specifications, data sheets, CAD / CAM data andstandards etc pertaining to the Product.

4.9 The supplier must maintain First Piece Approval report as per the process plan.

4.10 The supplier must maintain dimensional report as per quality plans jointly agreed upon.

4.11 The supplier must maintain the quality record for the minimum period of two years from the

date of creation for the following:

4.11.1 First Piece Approval Report as per the process plan4.11.2 Dimensional Report as per the Quality Plan4.11.3 Pre-Despatch Inspection (PDI) Report4.11.4 Calibration records of gauges4.11.5 Verification records of production tools and equipments

4.12 The supplier must inform separately and specifically to Tata Motors any introduction of newmodification and also notify the same via PDI report promptly.

4.13 If requested by Tata Motors, supplier must conduct all functional and reliability tests on theProducts, which shall be otherwise done as per the mutually agreed Quality Plan, with a

minimum frequency of at least once in a year as a routine. All such test results shall besubmitted to Tata Motors for review and approval. In case such test results show failures tomeet specified performance level, the supplier shall submit and implement effective actionswithin the target dates as specified by Tata Motors on case to case basis.

4.14 Supplier must maintain a system of tracing back the exact source of any quality problem aswell as suspected defective parts and will take immediate corrective and preventive actions.

4.11 The supplier is responsible to maintain gauges, inspection Fixtures and instruments used in avalid state of calibration and shall verify production tooling such as jigs and fixtures at frequent

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intervals. Calibration work at specified interval shall be carried out from calibration laboratories,which have traceability to International Standards.

4.12 The supplier is expected to exercise appropriate controls for Off-loaded / Bought-out items &any change by the sub contractor or vendor will be validated before introduction.

4.13 Whenever there are changes in process control parameters, the supplier must carry outprocess re-qualification as per TS formalities. The supplier is responsible to ensure similarcontrol on sub-contractor or Tier II vendors when the item is off- loaded.

4.14 The supplier is responsible to ensure that its Process Quality Certification such as ISO/TSCertification etc always remains in its valid state of condition. For whatsoever reasons, if thevalidity of its Certificates expires/terminates, supplier is expected to communicate the same to

Tata Motors immediately.

4.15 The supplier understands that the cost of any sorting out / segregation / rework carried out byTata Motors on non-conforming Products shall be treated as detailed in Acceptance ofGoodssection of this Document.

4.16 It is suppliers responsibility to declare the complete information related to ingredients of theProducts which are critical on (a) Shelf Life (b) Periodic Calibration (c) Storage and HandlingConditions etc and get specific approvals from Tata Motors on such special requirements. Thesupplier understands that loses if any, due to non-availability of prior information related to suchspecial requirements will be to the suppliers account.

5. Secrecy and Confidentiality

5.1. Please refer the Annexure II for details.5.2. At the discretion of Tata Motors, there may an additional requirement of executing a

Confidentiality Agreement before proceeding with RFQ.

6. Material Provided By Tata Motors

If any materials are supplied by Tata Motors to the supplier on free of cost basis formanufacturing/assembling into items to be supplied to Tata Motors, it shall be suppliersresponsibility to provide safe custody, proper storage, adequate insurance cover and properusage for these materials. The supplier shall not hypothecate such materials to financialinstitutions for financing or divert any of these materials for any use other thanconversion/manufacture/assembling in components to be supplied to Tata Motors. The suppliershall keep proper accounting for these materials and provide the reconciliation statements withconfirmation of the balances at the end of every year to Tata Motors and return the material whenrequired by Tata Motors. Further, the supplier agrees to facilitate physical verification by officialsof Tata Motors or any other persons duly authorized by Tata Motors in this behalf at allreasonable time. The supplier commits to complete the documentation required by law regardingsuch material provided by Tata Motors.

7. Sub-Contracting

7.1.1. The supplier may, with consent of Tata Motors, sub-contract the production of any item of componentbeing supplied by it, and give to the sub-contractor such information as is necessary for this purpose. Thesupplier however, shall undertake the responsibility to ensure that the sub-contractors are bound by thesecrecy and confidentiality clauses which govern this document. The supplier shall be responsible for thequality and reliability of such parts sourced by the supplier from any sub-contractor.

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7.1.2. The supplier shall inform Tata Motors in case of any change in the Sub-Contractor.

Intellectual Property Rights (IPR)

8.1.

ghts ofthe same or similar effect in nature and improvements therein in any part of the world.

8.2.

is adverse to the right, title and interesttherein of the provider of such Technical Information.

8.3.tsoever which might prejudice the right, title or interest of any other party hereto

in the IPR.

8.4. entions arising or made in the course of the development work,will be dealt with as follows:

a) ta Motors; IPR of the

Product developed solely by the supplier will rest with the supplier;

b) uct jointly developed by Tata Motors and the supplier will be jointly heldby the Parties.

c) t developed in association with a third party will be held by theconcerned Parties

d)consultation and written agreement

among Tata Motors, the supplier and the third party.

8.5.

or violator, if known, andthe acts of infringement, likely infringement or violation, ifknown.

8.6.d other party shall provide all

reasonable assistance in relation to any action they do pursue.

.8

For the purposes of the general understanding related to this RFQ, IPR shall mean allindustrial and intellectual property rights, including, without limitation, rights in patents, patentapplications and the subject matter thereof, inventions, ideas, software, technical information,know-how, design rights (whether registered or not) ideas, data, copy right, and all ri

All IPR belonging to a party prior to intended contract through this specific RFQ which ariseduring the term of this intended contract but fall outside the scope of the Development Workinvolved in the Products hereunder under this intended contract shall be and remain theproperty of such party notwithstanding that such IPR or the subject-matter thereof or otherrelevant technology may be incorporated into the Product being developed by the supplierpursuant to this intended contract and / or the Product sold by the supplier to Tata Motors. Nolicense, whether express or implied, in such IPR is hereby granted. Technical informationprovided under or pursuant to this Agreement shall be utilised solely and exclusively forDevelopment Work and for no other purpose. It is expressly agreed that the recipient of any

Technical Information shall not assert or obtain or claim any right, title or interest in theTechnical Information provided to it hereunder which

All parties agree that they will not do or cause to be done or omit to do any act, deed, matteror thing wha

New Inventions: Any new inv

IPR of the Product developed solely by Tata Motors will rest with Ta

IPR of the Prod

IPR of the Produc

However, in the above two cases, IPR may be made the sole property of Tata Motors orthe supplier or the third party, as case may be, upon

If at anytime during the continuance of this Agreement, either party becomes aware of any

infringement or likely infringement or any unauthorized use or violation of the IPR of theother, it shall promptly notify the concerned party in writing of the same, identifying theinfringer

The concerned party, whose IPR has been violated, shall have control of any proceedingsarising out of infringement or likely infringement of their IPRs an

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8.7. The supplier shall respect all patent rights relating to the Product and not use any informationprovided by Tata Motors to obtain any patent rights on its own or through any other party. Ifthe supplier makes any invention, improvement on the Product being supplied to TataMotors, the supplier forthwith intimate Tata Motors and should Tata Motors request, grant to

Tata Motors the right to use that Intellectual Property Right for its own business, without anycost implication on Tata Motors part. Any component cost reduction as a result of the abovewould be shared with Tata Motors. Copy rights of the articles written / published by TataMotors shall rest with Tata Motors.

9. AdvertisingThe supplier shall not use Tata Motors name or logo or their status as supplier to Tata Motors forpromoting its products in print and electronic media without written authorisation from TataMotors.

10. Force Majeure

10.1. No Party shall be liable for any failure to comply with, or delay in compliance with, the termsand conditions of this RFQ when such failure or delay is caused by any or all of the following,

i. Fire, storm, tempest, earthquake, unavoidable accident or any other act of Godii . Any act of a public enemyiii. Any act of any Government or any instrument created thereby which has the necessary

power to prevent or delay the due performance of any or all of the requirements of thisAgreement, save and except where such act or instrument is attributable to a Partysnegligence or default

iv. Any act of war, any act of any person engaged in subversive activity or sabotagev. Epidemics or quarantine restrictionsvi . Strikes, slow-downs, lockouts or labour stoppages or disputes of any kind or freight

embargoesvii. Any other cause or event whatsoever which is beyond reasonable control and is not

attributable to any negligence or default of the Parties.

10.2. In case the event of force majeure lasts for more than a continuous uninterrupted period ofthree months and substantially affects the fulfilment of the obligations of a Party, the Parties willmeet in order to discuss and agree on the future course of action.

11. Damage to the Third Person / Property and Related Liability

11.1. The supplier shall be responsible for any damage caused to third person or property as aconsequence of the Defective Products supplied by the supplier and attributed directly to it.

11.2. Liability for injury or death caused by Defective Products supplied by the supplier is extended tothe normal use / lifetime of the Products for a minimum of 15 years (fifteen years), from thedate of start of model year production, regardless of the mileage driven.

11.3. During the period, as mentioned above, the supplier shall be responsible for product liabilityclaims, in the event that the failure of the Product and/or related Products supplied by thesupplier, resulted in any and all claims in relation to suppliers default or negligence inperforming obligations, including any breach of warranties given by the supplier or in respect ofany claims following termination, suppliers liability limitations shall be specifically decided attime of business award.

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12. Compliance With Rules, Regulations & Norms

12.1. The supplier and Tata Motors shall comply with applicable provisions of federal, state and local

laws, ordinances, rules, codes, regulations and applicable government notifications of India,and in places wherever vehicles are sold. Tata Motors will share the list of such countries inadvance with the supplier at the time of RFQ and also subsequent amendments, if any.

13. Audi t Rights, Financial Informat ion and Certi fi cat ion

13.1. If requested by Tata Motors, the Supplier will permit Tata Motors or authorized representatives ofTata Motors to, upon an advanced notice:

13.1.1. Examine all pertinent documents, data and other information relating to the Product, Tooling, theSupplier's obligations under the Purchase Order, any payment made to the Supplier or any claimmade by the Supplier;

13.1.2. Supplier will provide the most current Financial Reports: (a) for the Supplier; and, (b) for anyRelated Company of the Supplier involved in producing, supplying, or financing the Goods or anycomponent part of the Goods. Financial Reports include income statements, balance sheets,cash flow statements and supporting data, which Tata Motors may need to assess the Supplier'songoing ability to perform its obligations under the Purchase Order.

13.1.3. View any facility or process relating to the Product or the Purchase Order, including those relatingto production quality; and

13.1.4. Audit any facility or process to determine compliance with the requirements of the PurchaseOrder.

13.2 The Supplier shall facilitate Tata Motors to obtain from its subcontractors and/or vendors, the

information and permission to conduct the reviews specified in Sections 13.1.1, 13.1.2 and 13.1.3above, regardless of any other right Tata Motors may have to that information or facilities.

13.2.1 Supplier understands that such verifications however shall not absolve the supplier of theresponsibility to meet specified quality requirements as specified in Section 4 or follow theguidelines as specified by various sections in the document, including that in Section 12.

13.3 Various Audits and Certifications that can be covered may include, not limited to:

13.3.1 Compliance such as on Tata Code of Conduct, and other industrial practices as specifiedin this document, Purchase Order, Purchase Agreement, Confidentiality Agreement orany other related Agreement or understanding with the Supplier in relation with theProduct.

13.3.2 Suppliers Financial Health Reports from independent auditors

13.3.3 Process Audit towards supply quality or productivity.13.3.4 Kaizen / Productivity Improvements Events13.3.5 Quality Certifications such as ISO/QS/TS etc

13.4 Supplier understands that cost of such Audit and Certification process is always borne by theSupplier.

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Rfq Terms Conditions