Ref: ENPI/GUJ/TELE/09/01

Date: 23.11.2009

To,
Roxtec India Private Limited
D65, Udyog Vihar,
Phase V,
Gurgaon – 122016

Kind Attn: Mr. Harish Tandon

Sub: Purchase order for Supply of Roxtec make Multi-diameter Cable Lead-In for
Etisalat Gujarat project

Dear Sir,

We refer to your offer (No. QO-2009-051A_Emerson_Etisalat) dt. 15 Oct 2009 and

the negotiation we had with you, We are pleased to place our Purchase Order for
supply of make Multi-diameter Cable Lead-In for Etisalat Gujarat project Work at
a total basic cost of Rs. 60,400/- (Rupees Sixty thousand fore hundred only).

Scope of work and Terms & conditions are as per annexure.

1. ANNEXURE I – Bill of Quantity & Commercial Terms and Condition

2. ANNEXURE II – Specification and Make of Material, GA Drawings

Please acknowledge the receipt and send one copy of this order duly signed as a
token of
acceptance. Order Acceptance: It is Important that M/s. Roxtec India Private
Limited. Accept/signs and return the Purchase Order copy within two days of
receipt of PO else, it is considered as accepted unconditionally.

Thanking You,

Yours faithfully,

For Emerson Network Power (India) Pvt. Ltd

Mr Divyesh Pancholi
ANNEXURE I
PRICE TABLE & COMMERCIAL TERMS AND CONDITIONS

Basic Unit
Price Total
S.no Item description Unit (INR) Qty Amount
Model
1.A KFO 6X2 Frame with Module for RF Cable Entry Per 13000 4 52000
For 6X15/8”, 6 X 7/8” RF Cable and 30X1/2” Cable Kit
1 Pcs 6X2 KFO frame
2 Pcs Roxtec Compression Wedge
6 Pcs of RM60 Roxtec Module 15/8
” Cable)
6 Pcs of RM40 10-32 Roxtec Module (7/8” Cable)
15 Pcs of RM20W40 Roxtec Module (1/2” Feeder
Cable)
10 Pcs of stay plates
2 Sachets of assembly Gel
Spanner for tightening the compression unit bolt
Sticker on Kit for making Hole Entry
Installation Manual (Hindi, English)
1.B ComSeal16/6 for Electrical Cable Entry Per 2,100.00 4 8400
3 Pcs of CM40 10-32 Roxtec Module (3X7/8” Cable) Kit
2 Pcs of CM 20W40 Roxtec Module (4X1/2” Cable)
1 Sachets of assembly Gel
Installation Manual
60400

1. Specifications: As per Etisalat specifications already available with you

2. Excise Duty Exclusive: Currently @8.24% (Cenvat Invoice to be provided)
3. Sales Tax Exclusive: Currently @2% against “C” form
4. Freight, Packing, forwarding and transit insurance is inclusive
5. Entry tax / Octroi if applicable shall be reimbursed to us on submission of
required docs
6. Warranty: 12 months from the date of invoice.
7. Delivery At:

Emerson Network Power (I) Pvt. Ltd.

205 – Sukhsagar complex, Nr Fotune Landmark Hotel,
Usmanpura, Ashram Road, Ahmedabad – 380 013.

8. Despatch Documents:
i. Invoice
ii. Delivery Challan with packing list
iii. GR/LR
iv. Cenvat Invoice
v. Test Certificates
vi. Warranty Certificates
9. Road / Entry Permit will be arranged by us.
10. Delivery: Immediate
11. Payment terms: 100% within 60 days from the date of invoice

ANNEXURE II
SPECIFICATION AND MAKE OF MATERIAL

KFO 6X2 Frame with Module for RF Cable Entry

For 6X15/8”, 6 X 7/8” RF Cable and 30X1/2” Cable
1 Pcs 6X2 KFO frame
2 Pcs Roxtec Compression Wedge
6 Pcs of RM60 Roxtec Module 15/8
” Cable)
6 Pcs of RM40 10-32 Roxtec Module (7/8” Cable)
15 Pcs of RM20W40 Roxtec Module (1/2” Feeder
Cable)
10 Pcs of stay plates
2 Sachets of assembly Gel
Spanner for tightening the compression unit bolt
Sticker on Kit for making Hole Entry
Installation Manual (Hindi, English)
ComSeal16/6 for Electrical Cable Entry
3 Pcs of CM40 10-32 Roxtec Module (3X7/8” Cable)
2 Pcs of CM 20W40 Roxtec Module (4X1/2” Cable)
1 Sachets of assembly Gel
Installation Manual

ARTICLE 1

PROGRESS PAYMENT

1.1 Payment Terms:

SUPPLY ORDER:
100% within 60 days from the date of invoice and on submission of following
documents :
Manufacture internal test certificate
Polices of insurance covering all the risk during transit including third party
liability.

ARTICLE 2

WARRANTEE

2.1 The warrantee shall be valid for a period of 12 months from the date of
invoice.

2.2 During warrantee period, you shall repair/replace free of cost, any defective
part/sub-system as directed by us. This
guarantee period shall be known as the defects liability period and shall be
reckoned from the date of our taking over the
project. Services of your personnel for such work during this period shall be free
of cost.

2.3 If any defects are not remedied within the agreed time period, we may
proceed to do so at your risk and expense
without prejudice to any other rights.

ARTICLE 3

CONTRACT SUM

3.1 Emerson Network Power India Pvt Ltd, shall pay to M/s. Roxtec India Private
Limited, in current funds for the
supplier performance of the sum of INR 60,400/- inclusive of all material supply,
all taxes, duties & levies, Loading
Unloading, packing and insurance is inclusive in above prices, exclusive of ED &
CST. The price break-up is per
Annexure I attached.

3.2 You is deemed to have acquiesce to the fact that besides the prices explicitly
documented in this order, there are no
hidden costs whatsoever any changes arising at future date shall be to M/s.
Roxtec India Private Limited.

3.3 Both Emerson Network Power India Pvt Ltd, and You hereby commit
themselves to complete fulfilment their
respective obligations as mutually agreed so that notwithstanding any changes
in the economic, financial, legal, war
attack, natural awoke or other changes, as may materially alter such steps as
would enable the successful completion of
the project to the mutual satisfaction of both the parties.

3.4 Payment for the material supplied will be made as per the actual
measurement at site for quantity of material utilised
as per actual usage. All wastages will be in the suppliers account.

3.5 The prices shall remain firm throughout the period of contract.

ARTICLE 4

INSURANCE

4.1 You shall obtain comprehensive all risk insurance policies to cover
damages/loss of property and persons as under:

4.2 Transit, storage at site and erection of the equipment-set/system in the scope
of supply (full reinstatement value)
against all risks, as well as any tools and tackles that you will use.
4.3 Your personnel and any third party personnel engaged by you in this
connection under applicable statutes like the
current Indian Workmen's Compensation Act.

4.4 The comprehensive fire insurance covers shall be in force until the
equipment-set/system is successfully
commissioned and handed over at our site.

ARTICLE 5

PENALTY

6.1 Liquidated damages shall apply in the sum of 2% of total contract value per
week for delay subject to a maximum of
5% of the contract value (damages relating to failure to complete on time) will be
levied on the contractor in case of any
delay or deviation from committed mutually accepted dates of supply.

ARTICLE 6

METHODOLOGY OF DELIVERY

M/s. Emerson Network Power India Pvt Ltd, Mumbai shall

7.1 Bill to:

Emerson Network Power India Pvt. Ltd,
205- Sukhsagar complex, Nr Fortune Landmark Hotel, Usmanpura, Ashram Road,
Ahmedabad – 380 013.

7.2 Ship to:

Emerson Network Power India Pvt. Ltd,

205- Sukhsagar complex, Nr Fortune Landmark Hotel, Usmanpura, Ashram Road,
Ahmedabad – 380 013.

ARTICLE 7

STATUTORY COMPLIANCE

8.1 You shall have VAT, PAN, and CST Registration

ANNEXURE III

SUPPLY DOCUMENTS
ARTICLE 1

HANDING OVER DOCUMENTS (HOD):

1.1 Handling over/Closeout Documents shall consist of the following (All these
documents have to be submitted
in six set along with a soft copy):
o Brief Design Concept
o As built Drawings/ GA drawing
o Approvals/Documents
o Test Readings/ Reports.
o Warranties/ Guarantees.
o Escalation Matrix.
o Snag list status.
o Operating manuals/ Catalogues.
o Tools/ Tackles/ Spares.
o Emergency operation derails.
o Log book/ Service record.
o Emergency contact of list with Phone/ Mobile/ Pager/ Fax/ E-mail/ Etc
o List of do’s and don’t.
ARTICLE 2
SAFETY

2.1 You ensure to take plan for safety (work permit, Tool box, first aid,
Emergency plan, emergency contact,
emergency exit shall be kept free & working time) for site safety in general at
site.

2.2 You will comply with all applicable statutory safety regulations on our
premises. You will provide necessary safety
training and personal protective gear to your employees and any third party
personnel deputed by you on our
premises, to protect their health and personal safety at your own cost.

2.3 You shall not tamper with any part of our property including our building
structure, electrical, water supply and
drainage systems for any reason whatsoever without the prior permission from
us in writing. Further, before you
begin any work involving changes to the structure of the Client/Consultant
(involving demolition and/or dismantling
of its structural members either partially or fully or having any impact on the
structural stability of the Building), you
will arrange to obtain our clearance in writing to start and carry out the said work
from us.

2.4 You shall take care to see that floors, if used for storage, are not over-loaded
by the weight of materials at the
site.

ARTICLE 3

ENVIRONMENT, HEALTH AND SAFETY

3.1 Passageway
Do not enter other work areas without proper authorization.
 Use established aisles and walkways, do not take short cuts between desks
and equipment.
Passageway and emergency exit doors must be kept clear at all time.
Material temporarily left at site must be stacked properly with a sign placed to
warn others. Will get the location
approved by Project Manager before stacking.
Good housekeeping shall be maintained at all work areas. Clean up at the end
of the day and completely before
handing over of job. Food & drink are not generally allowed in Client Offices.

3.2 Smoking
Smoking is not allowed in Client sites & toilet.
3.3 Chemicals
Chemicals brought to Client site must be labelled for its contents, its hazards
and the Material Safety Data Sheet
(MSDS) are provided to Project Manager. Common household chemicals are
exempted from this requirement.
Large container of chemicals is not allowed to be brought into Client Site. Use
small container holding only the
enough quantity for the day work. Store flammable chemicals properly and
ensure it is capped when not in use.

3.4 Electrical Safety

Do not tap electricity directly from the distribution boxes without first
informing the Project Manager and/or
Client’s representatives.
To avoid electrical hazards, be alert for conditions that allows electricity to
cause harm: loose or broken
insulation on wires, improper connection between devices, broken or defective
plugs, improper ground at the
plug, and loose or broken switches should not be used.
Do not place liquid chemicals near electrical equipment. Liquids spillage onto
electrical equipment could create a
fire or electrical hazard.

3.5 Fire Safety

You shall study the emergency exit floor plan located at the office or work
site.
You is not allowed to shut down essential fire fighting systems, e.g., sprinkler
systems, fire alarm at any time. If
there is a need, coordinate with Client Project Manager.
When detecting a fire, immediately activate the nearest fire alarm by pulling
the lever or break the glass. Only
when it is safe to do so, use fire extinguishers to fight the fire.
When fire alarm is activated, leave your work area immediately, walk to the
nearest emergency exit and report to
Client designated assembly area.
All alarms must be regarded as true alarms.
Only when the ‘all clear’ signal is given by Client, can one re-enter the
building.
3.6 Equipment & Operational Safety
You shall provide suitable personal protective equipment when the job
requires. Loaning of tools or equipment
from Client is not allowed.
When working on machines that are provided with safety covers or safety
guards, operate these machines only
when the guards are in place.
When license or permit to work are issued by the government agencies, a
copy must be displayed at the work
site.
You performs hot work where sparks or heat is produced (e.g. using welding
equipment, open flame cutting and
incendiary devices) shall implement safety measures to prevent accident. Project
Manager shall be informed of
the location & duration via a written request from You at least 1 day before the
hot work is done.
Ladders used in Client office shall have slip-resistant bases and defect free.
Inspection of all ladders must be
carried out. A ladder is considered damaged if it has broken rungs, missing steps
or other construction defects.
Do not stand on the top two steps of a ladder as it can become unstable. Use
ladder of the correct height. Ask
for help when in doubt.

3.7 When Accident Happens

When accident, incident or injury happens, all work shall be stopped
immediately. Attend to the injured first and
seek help immediately.
First aid treatment should be provided even for the slightest injury.
Work related accidents and injury should be reported immediately to Project
Manager.
Investigation shall be carried out for injury that resulted in lost working days.
Investigation must be forwarded to
the Project Manager.

3.8 Wastes
On a daily basis must remove all wastes generated as a result of the contract.
Inform Project Manager when
there are hazardous or contaminated wastes to be removed.
Signature of the Contractor