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Business Agreement

This agreement is made between:

a) Company:
M/s. Elecon Measurements Pvt. Ltd
No.764, 4th Phase, 707,
Yelahanka New Town,
Bangalore- 560106
(A group of Elmeasure (I) Pvt. Ltd)

&

b) Dealer/ Channel Partner


M/s.

Validity of Agreement: From 01/04/2011 to 31/03/2012

1.0 Business Target for the year:

Period Meters EMS Targeted Sales in Lacs


April 2011 - June 2011
July 2011 - Sep 2011
Oct 2011 - Dec 2011
Jan 2012 - March 2012
Total

2.0 Business Promotional Activity to be carried out by Dealer/Channel Partner:

a. Seminars:
Period In-House Open House
April 2011-June 2011
July 2011- Sep 2011
Oct 2011- Dec 2011
Jan 2012- March 2012
Total

Note: Expenditure for Open House Seminars to be shared b/w company and Dealers.

3.0 Incentive:

2% of Invoice value (excluding taxes and fright) will be passed as Incentive on below
mentioned conditions.

a. The Payment shall be made within the Due date.


b. The incentives will be calculated at every quarter.
c. Payment made will be adjusted towards the older bills pending.
d. Partial Payment made will not be considered for incentive scheme.

4.0 Pricing and Discount Structure:

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The Selection Guide and Price List for the year 2011-12 are enclosed in Annexure 1. This
shall remain valid till official communication for withdrawal is sent to you.

The standard dealer discount will be as below.

Order Value Discount Order Value Discount


< 1 Lac 35% > 4 Lacs 39%
> 1 Lac 36% > 5 Lacs 40%
> 2 Lacs 37% > 6 Lacs 42%
> 3 Lacs 38% > 7 Lacs Upto 9 Lacs 45%

Note: The above discounts are not applicable for RF Modem, GSM Modem, Ethernet
Converter, Channel Repeater, 485 to 232 Converter, Data Communication Cable and
products marketed by ElMeasure.

The discount policy, Price list is subject to revision without prior notice. ElMeasure shall supply
the products at its list price circulated from time to time. These prices are maximum prices,
however you can charge lower prices than the prices mentioned in the Price list.

The prices applicable at the time of actual delivery shall apply.

5.0 Dispatch of products

All prices are ex-factory basis. On request/requirement of dealers/customers the goods will be
booked / sent to the final destination by road/air through the approved courier/cargo
services/transporters only. Goods required by any other mode of transportation may be
supplied at the sole discretion of the company and at the customer’s risk.

In case of consignments can not be booked/sent through courier service on “TO PAY BASIS”,
freight charges will be included in the invoice itself and recovered from the dealer/customer.

 Insurance: Courier services are not covered under insurance. The risk/responsibilities will
be on the dealer/stockiest/customer and under no circumstances ElMeasure will be held
responsible/accountable.

6.0 Delivery

All deliveries to the customers are by road through approved courier/cargo services. The details
are enclosed in Annexure 2.

7.0 Taxes, Duties and Forms

All taxes, levies, penalties and such other impositions present or future will be charged extra at
the rates applicable at the time of actual invoicing. Any future liabilities that may arise in view of
interpretations/amendments of any law or laws by the Govt authorities/ court orders in relation
to any taxes/duties, levies, other impositions will be borne by the dealer/customer

7.1 Excise Duty: The Excise Duty (ED) will be extra at the rates as applicable at the time
dispatch of material. The current rate of excise duty is 10% + 2% Educational Cess on ED + 1%
Higher Education Cess on ED. Rate of ED is subject to change as per the government rules.
Any subsequent change in excise duty may be notified by ElMeasure by way of
letters/amendments to dealers/customers and the same shall be deemed as applicable on the
date of dispatch of goods.

7.2 Value Added Tax (VAT): VAT on sales within the state will be 14%.

7.3 Central Sales Tax: On inter state sales, CST will be charged @ 2% against Form C and
13.5% without Form C. Taxes are levied as applicable from other manufacturing locations. Rate
of sales tax is subject to change as per the government rules.

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7.3.1 C Forms: C forms shall be issued by the dealer in the end of every quarter for the
invoices raised in the quarter. Failing to receive the C forms by the target date set by
ElMeasure will result the amount to be debited to Dealer’s account.

7.4 Other taxes and Levies: All other taxes and levies shall be extra as applicable on the date
of dispatch.

7.5 Freight, Local Octroi and Entry taxes/levies: are extra and shall be borne by the
dealer/customer.

7.6 Forms required for execution of orders of 100% E.O.Us:


For excise duty exemption, CT-3 forms/bond duly stamped and signed by concerned issuing
Central Excise authority, should accompany the purchase order/indent. The description of
material that has to be entered in the CT-3 form should be the same as that mentioned in the
PO.

7.7 Service Tax: For installation and commissioning of meters and systems/software (EMS)
10.3% service tax is presently applicable.

7.8 Sales tax declaration forms: Wherever purchases are made at concessional tax/rates,
dealer needs to ensure that Sales Tax Forms are sent to the company as per regulation.
Failure to do so may attract penal/ interest levies which will be to the dealer account as per
applicable rules and regulations. Any liability on account of non receipt of these forms will be to
your account.
Company request the dealer to ensure that one separate declaration form is issued for each
assessment location for each financial year, for all invoices raised up to March 31, 2011. The
said declaration forms should reach the company positively before June 30, 2011. A penalty of
2% per month on the value of the forms pending will be charged and a debit note for full tax
liability amount plus interest will be sent in case of delay greater than six months.

8.0 Terms of Credit Period / Payment Terms

As agreed your organization will enjoy a Credit Period of ______ days for Rs.________
(calculated on average monthly sales of preceding year x 1.5 times). The Dealer shall issue
the Post Dated Cheque/s (PDC) covering the value of invoices. In the event of cheque being
dishonored, supplies will stand suspended and can only be resumed after settlement.

9.0 Order placement

Dealer may place a monthly order in a prescribed Indent format (see in Annexure 3) provided
by the company duly signed by the dealer representative on a linear basis to enable the
company to plan production/procurement activities and ensure smooth deliveries. This will help
the company to avoid shortfall or peak supplies. The indent may be sent through ElMeasure’s
Sales Engineer or directly to factory at Bangalore/Coimbatore/Dehradun with a copy to
Bangalore.
Dealer may also give company the off take forecast for 3 months product wise at the beginning
of the every quarter.
Company’s price list shall be the basis for dealer operation. Dealer may sell the products at
lower prices than that of list price. But dealer is liable not to bill the customer more than that of
the list price unless for recovery of actual additional expenses.
The orders once placed shall not be normally cancelled or altered by the dealer and the dealer
shall accept consignment when the goods are delivered to the consignee. In the event of
dealer’s failure/refusal to accept the delivery or to take delivery, dealer will have to pay the price
of goods together with all charges such as storage transport, interest on the value of the goods
and other incidental expenses.
OA is sent to confirm the order for spec, pricing & delivery Date. Dealer shall revert back with
in 24 Hrs If found any discrepancy in the OA sent. Else the OA sent will be considered as final.

10.0 Company’s Invoicing Procedure


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10.1 The company shall invoice on dealer for the products supplied with list price minus trade
discount agreed. The invoice date shall form the basis for credit limit calculation.
10.2 The dealer shall pay all duties, taxes, freight & insurance charges applicable at prevailing
rates on the date of dispatch of material.
10.3 The company reserves the right to modify the commercial terms from time to time, as may
be deemed fit, at its sole discretion.

11.0 Warranty

11.1 Warranty statement: Every product of ElMeasure is warranted for 18 months from the
date of invoice for the defects in materials and workmanship when products are used in normal
specified conditions.
The warranty is void to the product that have been damaged due to improper installation,
improper handling, improper connections, neglect, misuse, accident, abnormal conditions of
operation and natural calamities or acts of god. Any attempt of dismantling and unauthorized
repair or modifications shall also render the warranty null and void.

11.2 Warranty Statement – Energy Management Software (EMS)


Elecon Measurements does not warrant that the Software will be error free, that it will satisfy
your planned applications or that all defects in the Software can be corrected. If Elecon
provides information or assistance regarding the use of the Software or otherwise, is not
assuming the role of engineering consultant. Elecon disclaims responsibility for any errors or
omissions arising in connection with engineering in which it's Software or such information or
assistance is used.

The above mentioned is the sole and exclusive warranty offered by Elecon Measurements.
Elecon Measurements disclaims all other warranties, express or implied, including but not
limited to the implied warranties of merchantability and fitness for a particular purpose, with
regard to the licensed software and all accompanying materials.

12.0 Publicity
Dealer will endeavor to display ElMeasure products prominently and maintain adequate stocks
including reasonable quantities of products so as to effectively meet the market demand.
To improve the visibility in the market company propose to participate in exhibitions, regional
trade fairs, hold seminars and advertise jointly with dealers on a cost sharing basis. The details
of such proposals (in Annexure 4) have to be mutually discussed and agreed at the time of
signing agreement.

13.0 Violation of company policies

13.1 Dealers who are found to be charging prices higher than permitted shall be dealt
Strictly by the company. The concerned dealer shall bear the entire consequences of
any claims / action initiated by the customer. The company shall also recover from the
dealer all costs, claims, fines and penalties borne by it for any action against the
Company arising out of such overcharging.

13.2 The company owns all the copyrights and other intellectual property rights in the
brochures, pamphlets, logos, products. The illegal or unauthorized reproduction of
the same by the dealer will be considered as breach of trust. Such acts shall entitle
the company to immediately terminate the present agreement apart from all other
civil and criminal remedies which it may be entitled to take against the dealer. The marks
ElMeasure, ElMeasure logo, names of products etc., are all the exclusive property of
the company. The dealer shall not be entitled to use the said marks, names and/or
logos except in relation to the sale of company products. The dealer is merely a
permissive user of the marks, names and logos etc., and the said user shall automatically
be terminated with the termination of this agreement.
13.3 Under no circumstances will the dealer be allowed to print their own catalogs for the
company products. Printing of catalogs by the dealer or tampering with the catalogs
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provided by the company (except to the extent of affixing the name of the dealer in the
space provided in the company product catalog) shall constitute a breach of copyright. The
company shall take action against the dealer in all such cases as deemed fit. Where a
dealer wishes to include the company products in any promotional material such as an
advertisement, mailer, profile etc., which they are doing at their own cost, they may do so
after getting a written clearance from the company.

13.4 The dealer shall not tamper/permit any tampering by the unauthorized persons of any of
the company’s product. The company shall take action as deemed fit against any dealer
found including in such tampering and/or permitting such tampering to take place.

14.0 Termination of agreement

14.1 This agreement may be terminated by either party by giving one month’s notice
mentioning the reasons in writing to the other.

14.2 In the event of any subversion mentioned above or the breach of any of the conditions of
this agreement, the company reserves the right to terminate the agreement of the dealer
without giving any notice period. No compensation shall be payable by the company to the
dealer for such termination of the agreement.

14.3 The termination of this agreement shall not absolve either party from any liability, which
may have been incurred by virtue of this agreement.

15.0 Jurisdiction of Courts

15.1 This agreement is subject to the jurisdiction of courts in Bangalore only. The dealer shall
not institute proceedings against the company in any other jurisdiction.

16.0 Enclosures

16.1 Annexure 1 – Selection Guide and Price List – ElMeasure & ElControl products
16.2 Annexure 2 – List of Approved Courier & Transporters
16.3 Annexure 3 - ElMeasure Indent format
16.4 Annexure 4 – Cost sharing details of Seminars and Exhibitions
16.5 Annexure 5 - ElMeasure Customer Support Policy
16.6 Annexure 6 – List of products for demo kit

Dealer Company
Name
Designation
Organization

Signature

Date

Seal