Terms & Conditions

Terms And Conditions for a Purchase Order

It is hereby expressly agreed that the following standard terms and conditions of contract, including those detailed on the face of the purchase order (the ‘Purchase Order’) between Tessolve Semiconductor Private Limited, hereinafter referred to as ‘Tessolve’ and the vendor/supplier/contractor/service provider identified on the face of the purchase order, hereinafter referred to as the ‘Seller’ (collectively referred to as the ‘Agreement’) shall apply to the Purchase Order.

1. Agreement

These terms and conditions, along with the Purchase Order, statement of work, and any other documents referred to in these documents, collectively establish the entire contractual arrangement between the involved parties. This Agreement comprehensively represents the parties’ contractual commitments and supersedes any previous oral or written representations, including those found in the Seller’s quotations, proposals, acknowledgments, or any other documents. Unless explicitly integrated into this Agreement, no customary business practices or trade usages shall be applicable. Typographical or clerical errors are subject to correction by Tessolve. All work and/or materials provided are subject to an approved Purchase Order that is in the possession of the Seller before commencing any such work. The Seller’s acceptance is restricted to the terms expressly detailed in this Agreement.

2. Order

2.1.

The Seller must provide written acknowledgment of all terms and conditions herein and adhere to the commitment (referred to as ‘Order Acceptance’) regarding the delivery schedule within twenty-four (24) hours after their receipt of the Purchase Order. In the event that Tessolve does not receive the Order Acceptance within the specified timeframe, and/or if the Seller fulfils the materials or services listed in the Purchase Order, the Purchase Order shall be deemed to have been accepted in its entirety. The Order Acceptance can be communicated by way of email, postal  services, or courier.

2.2.

In the event of non-supply of products/services for four (4) weeks from the  Committed delivery date, the order would be accepted at Tessolve’s discretion or deemed as cancelled, as the case may be.

2.3.

Finished items are to be exactly in conformity with the drawings/specifications and must match to the scope of work indicated in the Purchase Order.

2.4.

No subcontracting of any work to sub-tier suppliers will be permitted without Tessolve’s prior written approval. The Seller shall be responsible for such sub-tier suppliers’ compliance with applicable standards.

3. Change

3.1

The terms outlined in this Agreement cannot be altered or amended in any way unless a subsequent written document, signed by an authorized representative of Tessolve, is executed. The parties may from time to time, if mutually agreed, make changes within the general scope of this Purchase Order in any one or more of the following: (i)drawings, designs or specifications; (ii) method of shipment or packing; and/ or (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of this Purchase Order, The Seller may request an adjustment in the price or delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly upon agreement by the parties.

4. Payment and Taxes

4.1.

Tessolve will initiate payment only after receiving and approving the materials or services outlined in the Purchase Order and a valid invoice, accompanied by all necessary supporting documents. The payment terms will adhere to the terms established in the Purchase Order, with payment due sixty (60) days from the reception of a valid invoice, unless otherwise stipulated in the Purchase Order, contingent upon the acceptance of the materials or services specified therein. Tessolve may make partial payments in the event of any disputed invoice or if specifically authorized by Seller in writing. Tessolve may at any time set off any amount owed by Tessolve to Seller against any amount owed to Tessolve by Seller or any of its affiliates. Payment is subject to deductions in accordance with applicable withholding tax regulations.

4.2.

All rates and prices are exclusive of all applicable taxes and duties and such other like payments as may be payable under any applicable laws. Seller shall be solely responsible for remitting all applicable taxes to the applicable tax authority as required by applicable laws. Where required under applicable law, Tessolve may deduct withholding taxes from the payments made to Tessolve and to remit those taxes to the applicable tax authorities as required by applicable laws..

4.3.

If transportation charge is prepaid, such transportation charges shall be included in the invoices issued.

5. Confidentiality

5.1.

For the purpose of this Agreement, ‘Confidential Information’ means all non-public, confidential, or proprietary information of a party or its affiliates, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Confidential Information does not include information that if the receiving party (‘Receiving Party’) can demonstrate by documentation: (i) was already known to the Receiving Party or its affiliates without restriction on use or disclosure prior to the receipt of such information directly or indirectly from or on behalf of the disclosing party (‘Disclosing Party); (i) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information; (iii) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or its affiliates; or (iv) was received the Receiving Party from a third party who was not, at the time, under any obligation to the Disclosing Party or any other person to maintain the confidentiality of such information.

5.2.

Each Party shall: (i) not use the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement; (ii) not disclose the Disclosing Party’s Confidential Information to any third party; (iii) restrict dissemination of Disclosing Party’s Confidential Information to those employees who have a need to know such Confidential Information and who are bound by confidentiality obligations and use restrictions with respect to Confidential Information substantially similar to those set forth herein; and (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information.

5.3.

The Receiving Party shall ensure that its employees are aware of, and comply with the confidentiality and non-disclosure provisions contained herein and if the Receiving Party becomes aware of any breach of confidence by any of its employees, it shall promptly notify the Disclosing Party.

5.4.

However, the Receiving Party may make disclosures required by court order or administrative agency or a validly enforceable subpoena, provided the Receiving Party uses reasonable efforts to limit such disclosure and to seek confidential treatment or a protective order and to the extent feasible, has given the Disclosing Party the opportunity to participate in the proceeding.

5.5.

In the event any party breaches or threaten to breach this section, the other party shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

6. Packing and Shipment

6.1.

Goods processed and supplied against the Purchase Order must be properly packed as per the prevalent industry standards and Tessolve’s instructions, so as to avoid any damage in transit. The Seller shall be liable for all or any damage, loss or destruction to any goods or property resulting from improper packaging or handling by the Seller.

6.2.

Prior to shipment of goods, the Seller shall carefully inspect and test all goods for compliance to applicable specifications. The Seller shall retain proper records of such inspections and tests and provide copies to Tessolve, if requested. Unless otherwise specified in the Order, final acceptance or rejection of the goods shall be made after delivery to Tessolve, however Tessolve’s failure to accept or reject the goods or detect defects does not relieve the Seller from its responsibility to provide the goods in accordance with order requirements.

6.3.

In case of critical/dangerous goods, the Seller shall submit details of packing, statutory documents and transportation plan to Tessolve for confirmation prior to the shipment.

6.4.

Seller shall include with each shipment of goods an itemized packing list which sets forth the number of the Purchase Order, product numbers, a description and the quantity of each of the goods shipped, weight, and the date of shipment, etc.

6.5.

In case where raw material is supplied to the Seller by Tessolve, balance material/components if any after completion of the work is to be returned to Tessolve along with the material consumption report.

6.6.

All costs towards gauges/fixtures for manufacturing/inspection as may be required for the ordered components/parts are to be borne by the Seller. The Seller shall be responsible for the supply of quality product(s) and insure against fire and other hazard, normally insured in your locality for all materials, patterns, tools, jigs and fixtures delivered to Tessolve in connection with the performance of the Purchase Order and owned by Tessolve or to the cost of which we have contributed to be returned on request.

6.7.

A packing list and copy of the invoice must be attached to, or otherwise included with, the goods supplied to Tessolve. Unless otherwise expressly agreed in writing or set forth in the Purchase Order, all goods delivered to Tessolve shall be Free On-Board (FOB) Tessolve’s ship-to address set forth in the Purchase Order without any charge to Tessolve Tessolve for crating or storage.7. Delivery

7.1.

Delivery date (‘Delivery Date’) will be indicated in the Purchase Order. In case of staggered supply, the Delivery Date of each batch of supply shall be adhered to till all the batches are delivered. Goods will be delivered at the location designated by Tessolve in the Purchase Order or as otherwise directed by Tessolve prior to the Delivery Date.

7.2.

For the purposes of this Purchase Order time is of the essence. Goods and/or services shall be delivered by the Seller on the Delivery Date. Seller shall promptly notify Tessolve in the event: (a) the Seller is unable to meet the Delivery Date, or (b) Seller’s timely performance under a Purchase Order is likely to be delayed, in whole or in part. Such notice shall not constitute a waiver by Tessolve of any of Seller’s obligations hereunder.

7.3.

If Seller fails to deliver the goods and/or services ordered by Tessolve on or before the Delivery Date, Tessolve may terminate the Purchase Order. In the event of such termination of a Purchase Order under this section, Tessolve shall: (a) have no further obligation under the Purchase Order, and (b) be entitled to a refund of any advance paid to Seller

8. Acceptance/Rejections.

8.1

Any materials that are rejected or found to be defective will be stored at the Seller’s risk for a duration of fifteen (15) days from the date of notification to the Seller via email, fax, telephone, courier, or post. The Seller must expeditiously make arrangements, at its own expense, for the collection and removal of these rejected or defective materials. If the Seller fails to collect the rejected or defective materials within this specified timeframe, Tessolve has the right to dispose them off. Tessolve will then remit the proceeds from the disposal to the Seller after deducting any disposal costs incurred by Tessolve, along with any associated freight handling and additional charges borne by Tessolve.

8.2

The Seller shall indemnify, defend and hold Tessolve harmless from any claims, damages, liabilities, obligations, expenses, costs, losses, liens, demands, fines penalties, suits, or judgements including reasonable legal fees by third parties arising out of any deficiency/defect in the PCB boards supplied to Tessolve, that do not fulfil the specifications identified by Tessolve in its purchase order (in terms of design/make/quality) to Tessolve’s satisfaction. The Seller shall also replace such defective PCB boards within the time period communicated by Tessolve.

9. Quality Certificate.

If specified in the Purchase Order, the ordered items should be covered with airworthiness and quality certificate like FAA Form 8130-3 or JAA Form 1 or certificate of conformity with PMA number or release note and burn test certificate duly signed by approved quality control personnel. Dealers and distributors shall send the OEM certificate of conformity signed by authorised quality control personnel to Tessolve. Additional information such as: (a) end customer; and (b) customer Purchase Order number are to be added in the inspection certificates/release notes, when issued. Advance Documents: One set of dispatch documents shall be sent to Tessolve by courier immediately after dispatch of the consignment. Special Notes: Recently manufactured stocks only are to be supplied. For items with shelf life, minimum ninety percent (90%) shelf life shall be available, when the items are received at Tessolve’s premises with clear label stating required details along with manufactured date. Reconditioned stocks will not be accepted. Suitable literature/manuals shall also be supplied free of cost for the items covered in the Purchase Order.

10. PCB Assembly.

10.1.

All boards are to be inspected to IPC 610, Class 2, unless specified otherwise. All boards will carry a basic workmanship warranty of one (1) year for consigned kits and the component warranty beyond one (1) year may be extended as provided by the component manufacturer.

10.2.

All boards are to be assembled with RoHS process unless requested in writing by Tessolve.

10.3.

All boards are to be packed in ESD bags only and the box shall be shrink wrapped to prevent any water damage during the transportation.

10.4.

For any overseas shipments, packing should contain ample antistatic foam to prevent any shocks or damage to the PCBA. Further, such packaging should be airworthy.

10.5.

If boards have any tall components such as gates, heat sinks, transformers etc., antistatic dampening foam shall be layered in the normal area of the board.

10.6.

If weight of the box is beyond five (5) kilograms, antishock (Shockwach) stickers shall be placed inside and outside the box (one (1) each).

10.5.

If boards have any tall components such as gates, heat sinks, transformers etc., antistatic dampening foam shall be layered in the normal area of the board.

10.7.

Outgoing quality reports indicating the boards inspected and any rework that has been done would need to be mentioned.

10.8.

Any x-ray pictures taken during the first (1st) article verification of the board, associated with each side (as applicable) should be sent (soft copy) to Tessolve. This is applicable to the QFN and BGA type of devices. Also, for thru-hole soldered components, evidence of seventy five percent (75%) solder in the parallel must be presented in the first ten (10) boards.

10.9.

A separate code of conduct (COC) needs to be part of the documents to be submitted along with the boards.

11. Media and Press Release Services

With respect to services related to media and press releases, the Seller shall be responsible for preparing all the material for advertising, publicity including artwork, photography, cinematography, drawing, engraving, advertising writing. Seller will be responsible for media services and press releases for Tessolve in India and other countries wherever Tessolve has such requirements. Any such media publication, announcement and/or release on any platform has to be pre-approved by Tessolve.

12. Warranties

12.1.

The Seller represents and warrants that the performance of its obligations hereunder will be: (i) of a professional quality; (ii) be provided by an adequate number of qualified individuals; (iii) conform to the prevalent industry standards practiced by similar organizations in similar conditions and in the same geography.

12.2.

Each party agrees to comply with all applicable anti-corruption and anti-bribery laws, particularly the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, as well as the laws of each country in which Services are to be performed. As such, Parties agree that it will not, in connection with transactions contemplated in this Agreement, transfer anything of value, directly or indirectly, to any government official, employee of a government-controlled company, political party or other private (non-government) persons or entities working on behalf of any government, in order to obtain any improper benefit or improper advantage.

12.3.

Seller will provide all standard product and service warranties to Tessolve, unless otherwise stated in this Purchase Order.

12.4.

The Seller represents and warrants that all goods supplied to Tessolve will: (a) be free from faulty design (unless Tessolve provides the design); (b) be of the best workmanship and of proper material; and (c) be fit for their intended purpose.

12.5.

The Seller, further, represents and warrants that:

12.5.1. The Seller has full right and power to enter into and perform the Purchase Order and its performance under the Purchase Order will not conflict with any other obligation Seller may have to any other party.

12.5.2. All such services rendered herein are in compliance of all applicable laws;

12.5.3. Any content or work created by Seller for the Tessolve is the original work of the Seller and has not been copied, picked up from elsewhere or stolen;

12.5.4. The services performed have not been obtained or derived by any unlawful means.

12.5.5. all goods, services and Deliverables will conform to the applicable specifications or descriptions in the Purchase Order;

12.5.6. the goods and/or Deliverables shall be new, unused, undamaged, free of any viruses, Trojan horses, or other harmful or malicious code;

12.5.7. the goods and/or Deliverables do not and will not contain any open-source software unless Seller provides a complete list of the open- source software, the applicable licenses and brief description of the use of the open-source software, and Tessolve has pre-approved in writing each use of the open-source software;

12.5.8. the goods and/or Deliverables to be prepared or the services to be provided under the Purchase Order do not and will not (i) infringe, misappropriate, or violate the intellectual property rights, publicity rights, rights of privacy, or other rights of any person or entity, or (ii) include disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage or related statistics without the prior written authorization of Tessolve;

12.5.9. Seller shall take all required consent, permissions, authorizations from third party, society, body corporate, firm or regulatory authorities

and right to use, incorporate, utilize any third party intellectual property rights as are required for the purposes of the services or Deliverables; and

12.5.10. there are no claims or liabilities for royalties, liens or any other encumbrances on the goods, Deliverables or services supplied hereunder.

12.5.11. The warranties set out herein which are in addition to any statutory or other applicable warranties will apply for the benefit of Tessolve, its successors, assignees and customers.

13. Termination

13.1.

Tessolve may terminate the Purchase Order, in whole or in part, at any time, with or without any reason, by written notice to the Seller. Upon such termination, Seller will, to the extent and at the times specified by Tessolve, (a) stop all work under the Purchase Order, (b) settle all claims hereunder (after obtaining Tessolve’s prior written approval), (c) protect all property in which Tessolve has or may acquire an interest, and (d) transfer title and make delivery to Tessolve of all articles, materials, work in process, and other Deliverables held or acquired by Seller in connection with the terminated portion of the Purchase Order.

13.2.

If Tessolve terminates the Purchase Order other than due to a breach by Seller, Tessolve will pay Seller the undisputed fees due for the services performed, Deliverables produced or the goods accepted as of the date of termination or cancellation. Seller shall not be entitled to any payment for lost or anticipated profits or overhead on uncompleted portions of the services or goods. Any reports or other documents prepared for Tessolve prior to the effective date of such termination or cancellation shall be delivered to Tessolve by Seller prior to Tessolve’s release of its final payment to Seller.

13.3.

Payments made under this section shall not exceed the aggregate price of the goods or services specified for the terminated portion of the Purchase Order, less payments otherwise made or to be made by Tessolve. Upon the occurrence of any one of the following events, Tessolve shall have the unrestricted right, at its option, to cancel and terminate the Purchase Order without cost or liability to Tessolve: (a) Seller’s insolvency or inability to meet obligations as they become due; (b) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (c) institution of legal proceedings against Seller by creditors or stockholders; or (d) appointment of a receiver for Seller by any court of competent jurisdiction.

14.Ownership

To the fullest extent permitted by law, all results, creations, proceeds and media work of the services developed, created, conceived and/or

delivered by Seller (collectively the “Deliverables”) and all intellectual property rights therein will be the sole and exclusive property of Tessolve and will be deemed to be a “work made for hire”. Accordingly, Tessolve will have the irrevocable, exclusive and perpetual right to make, sell, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, export, disclose and otherwise disseminate or transfer any and all rights in and to the Deliverables. If for any reason the Deliverables are not deemed “work for hire,” Seller hereby irrevocably and exclusively assigns, transfers and conveys to Tessolve all right, title and interest (including all intellectual property rights therein) in and to the Deliverables to Tessolve and shall provide all necessary assistance to Tessolve to perfect such interest. If Tessolve’s use of any of the goods, Deliverables or services is enjoined or, in Tessolve’s reasonable opinion, is likely to be enjoined as result of any such infringement or alleged infringement, Seller agrees, at Tessolve’s option to:

1. refund to Tessolve the amounts paid by Tessolve with respect to such goods and/or Deliverables, or
2. modify the goods and/or Deliverables so that they become non-infringing but equivalent in functionality, quality and performance, or procure for Tessolve and its customers the right to continue using and distributing the goods and/or Deliverables

15. Force Majeure

No failure or omission by the Seller or Tessolve to carry out or observe any of the conditions or obligations to be performed hereunder shall, except as expressly agreed to the contrary herein, give rise to any claim against the other party or be deemed to be in breach of this Agreement if such a failure or omission arises from a cause reasonably beyond the control of the party claiming a force majeure event or force majeure. For the purpose of this clause, ‘force majeure event’ shall mean fire, natural catastrophes, governmental action, war or other violence (not due to any act, neglect or default on the part of such Part) or any act or condition beyond the reasonable control of the Parties.

16. Indemnification

16.1.

Seller will indemnify, defend and hold harmless Tessolve, its affiliates and their respective officers, directors, employees, agents, and successors (collectively the “Tessolve Indemnified Parties”) against any and all claims, losses, liabilities, damages, expenses and costs (including attorney’s fees and court costs) arising from or relating to:

16.1.1. any breach or alleged breach of any representation, warranty or other provision of the Purchase Order by Seller;

16.1.2. the death of or bodily injury to any person or damage to property on account of the performance of the services;

16.1.3. any alleged or actual defect in any goods or services provided hereunder, whether latent or patent, including, without limitation, improper construction or design, or failure to warn or caused by the negligence or wilful misconduct of Seller or any of its subcontractor;

16.1.4. all losses, liability, and damages arising from or caused directly or indirectly by any act or omission of Seller, its agents, consultants, employees, or subcontractors;

16.1.5. violation of any applicable laws, statute or regulation; and

16.1.6. all claims of infringement or misappropriation of any third party intellectual property rights including patent, trademark, copyright, of any trade secret or rights of privacy, arising out of or related to the goods or services delivered under the Purchase Order.

17. Limitation of Liability

Notwithstanding anything to the contrary, the total liability of Tessolve under the Purchase Order shall not exceed the total amount paid to Seller for materials /services under the Purchase Order under which the liability arises. Neither party shall have any liability whatsoever of any nature, for indirect, consequential, punitive or speculative damages including, but not limited, to loss of profits, revenue, reputation or goodwill.

18. Insurance

The Seller shall maintain, at their sole expense, throughout the tenure of the Purchase Order and the extensions thereto, sufficient insurance coverage in respect of all possible threats / losses / financial or other liabilities that may result from any act, error, omission or violation while performing its obligations under this Purchase Order including without limitation fire, transit and cyber (or information security) insurance and will provide Tessolve with evidence of such insurance on request. It is expressly clarified that the Seller shall be solely liable for maintaining sufficient insurance coverage as mentioned above and Tessolve shall, in no circumstances, be responsible / liable for any risks that may arise due to any failure in complying with the aforesaid provision.

19. Notices

All notices, requests and other communication required or permitted under the Agreement shall be in writing signed by the party (or any person duly authorised) giving it, and shall be delivered by personal delivery, certified or registered mail or a reputable courier to the relevant address at the outset of the Agreement, or by way of electronic mail transmission.

20. Disputes

AThe parties shall attempt to amicably settle any dispute arising out of the Agreement, and the obligations thereunder (each a ‘Dispute’). Either party may give written notice of a Dispute to the other party within ten (10) days of the occurrence of the event which gives rise to such Dispute or the day that such event came to the notice of the applicable party

21. Arbitration

If any Dispute arising between the parties is not amicably settled within fifteen (15) days of the commencement of amicable attempts to settle the same as provided above, the Dispute shall be referred to, and be finally settled by, arbitration. The Parties agree that the arbitration proceedings will be conducted at Bangalore and shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. The parties agree that the Dispute shall be adjudicated by a single arbitrator mutually agreeable to, and appointed by, the parties. In the event the parties fail to appoint a single arbitrator, the parties shall appoint one (1) arbitrator each and the two (2) arbitrators so appointed shall nominate a third presiding arbitrator. The decision of the arbitrator(s) shall be final and binding on the parties. Each party will be responsible for the cost of appointing their respective arbitrator as contemplated herein. However, where a joint appointment of an arbitrator occurs, the costs thereof will be shared equally by the parties.

22. Interim Reliefs

Notwithstanding anything to the contrary set out in the Agreement , the parties may apply to any court of competent jurisdiction for temporary or equitable relief, preliminary injunction, or other interim, equitable or conservatory relief, as necessary, and without abridging any of the powers of the arbitral tribunal under clause 10 above.

23. Jurisdiction

Subject to the foregoing, the courts at Bangalore only shall have exclusive jurisdiction in all matters arising out of the Agreement or any arbitration as provided herein.

24. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Republic of India

25.Non-Solicitation

The Seller shall not, during the term of the Purchase Order and for a period of one (1) year thereafter, either directly or indirectly, solicit, recruit, employ or hire the employees of Tessolve.

26. Data Protection

Please refer to the Annexure for detailed data privacy compliance provisions. The Seller shall be held liable for loss of data caused to Tessolve arising out of the provision of services under the Purchase Order

27. Right to Audit

Seller and its subcontractors (if any) shall keep accurate records and books of accounting showing all charges and related expenses incurred in provision of any goods and the performance of any services. Tessolve shall have the right to inspect such records and perform audits, with reasonable advance notice and mutually agreed upon terms, during the term of the Purchase Order and for seven (7) years or as per applicable laws. If there has an overstatement by Seller of amounts due under the Purchase Order in an amount equal to five percent (5%) or more of the amounts chargeable for the period audited, then the Seller shall reimburse Tessolve, within ten (10) business days of Tessolve’s request, for any costs and expenses reasonably incurred by Tessolve to conduct such audit. The Seller shall provide a full refund of any over-payment or excess receipts within ten (10) business days of Tessolve’s request or Seller’s earlier discovery of the same.

28. Severability

Should any clause, sub-clause, provision or part thereof of this Agreement be declared illegal or unenforceable, the Parties will co-operate in all ways open to them to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this Agreement to the extent necessary. Notwithstanding the foregoing, should any clause, sub-clause, provision or part thereof of this Agreement be hereafter declared by a final adjudication of any tribunal or court of competent jurisdiction to be illegal, such adjudication shall not alter the validity or enforceability of any other term or provision contained herein, unless the terms and provisions so declared are expressly defined as conditions precedent or as of the essence of this Agreement, or comprising an integral part of, or being inseparable from the remainder of this Agreement.

29. Waiver

A waiver of any term, condition or default of this Purchase Order shall not be construed as a waiver of any other term, condition, or default. Tessolve may from time to time alter these Terms and Conditions in such manner as it determines. Such alteration will, however, not affect any Purchase Order that Tessolve may have issues to the Seller prior to the alteration

Annexure

Data Privacy and Cybersecurity Policy of Tessolve