This Purchase Order ("PO") together with these PO Terms & Conditions ("T&Cs") constitutes a binding contract between Zinnia and the Vendor/Service Provider ("Vendor"). Vendor accepts by signing/acknowledging, commencing work, shipping/delivering, or invoicing under this PO. Any Vendor terms in quotations, acknowledgements, delivery challans, invoices, or online terms are expressly rejected and shall not apply unless Zinnia expressly agrees in a written PO amendment signed by an authorized Zinnia signatory.

If Zinnia and Vendor have executed a separate written master agreement/SOW covering the goods/services under this PO ("Master Agreement"), then the Master Agreement governs and this PO is an order document for commercial particulars (e.g., quantities, delivery locations, dates, pricing). In case of conflict, precedence shall be: (1) Master Agreement, (2) applicable SOW/Statement of Work/annexures, (3) special terms on the face of this PO, (4) these PO T&Cs, (5) any other documents. If no Master Agreement exists, this PO and these PO T&Cs shall govern exclusively.

Timely delivery/performance is essential, and time is of the essence. Vendor shall deliver goods and/or perform services strictly by the dates stated in this PO. Backorders, substitutions, and partial deliveries are not permitted without Zinnia's prior written approval. Vendor's notice of delay shall not change delivery terms unless Zinnia issues a written PO amendment.

If delivery/performance is not met or is likely to be delayed, Zinnia may, upon notice to Vendor and at Zinnia's sole discretion, cancel any undelivered/unshipped portion of the PO without liability, and/or procure substitute goods/services and recover from Vendor any resulting losses/costs (including expedite and differential costs). These rights are in addition to any other rights or remedies available at law or under this PO or under the Master Agreement.

Prices are firm and shall remain unchanged until completion of all deliveries/services unless expressly agreed in writing by both parties via PO amendment. No price variation shall be permitted for any reason. Any price reduction applied to the same/similar goods/services after PO placement shall automatically apply to this PO. Unless specified otherwise, prices include all applicable taxes, duties, freight, transit insurance, and (where applicable) insurance for storage, testing, and commissioning.

Vendor is solely responsible for compliance with all applicable laws, rules, regulations and statutory requirements, including GST laws. Vendor shall timely pay/deposit applicable taxes and provide GST-compliant invoices and supporting documentation. If Zinnia is denied input tax credit or suffers any loss/penalty/interest due to Vendor's non-payment of taxes or GST non-compliance, Vendor shall reimburse Zinnia for the full amount of such loss together with interest at 18% per annum from the date of loss until paid.

All goods and services are subject to inspection and test by Zinnia at all times and places, including after delivery/performance. Acceptance is only upon Zinnia's written acceptance/GRN/acceptance certificate (as applicable). Zinnia shall have thirty (30) days from delivery/installation/commissioning or service completion (as applicable) to inspect and reject non-conforming goods/services ("Inspection Period"); however, discovery of latent defects or non-conformity during the warranty period shall entitle Zinnia to remedies notwithstanding prior acceptance. Payment and/or inspection shall not be deemed acceptance and shall not relieve Vendor of responsibility for defects or non-compliance.

If goods/services are defective, non-conforming, substituted, or delivered/performed late, Zinnia may at its sole option: (i) reject and return at Vendor's expense; (ii) require correction/re-performance; (iii) require FOC replacement; or (iv) accept with a price adjustment/refund.

Vendor shall, at its risk and expense, correct/replace/re-perform within ten (10) business days of notice (or sooner where critical/urgent as specified by Zinnia). Failure to cure within the required time entitles Zinnia to (a) correct/replace via third party and charge Vendor, and/or (b) demand price reduction/refund, and/or (c) cancel the PO in whole or part without liability. Zinnia may set off/withhold amounts owed by Vendor against any amounts payable.

Invoices shall be dated no earlier than the date of shipment/delivery (goods) or completion/acceptance (services), as applicable. Vendor shall submit invoices within sixty (60) days from delivery or acceptance (as applicable); failure may result in rejection and Zinnia shall not be liable to pay such late invoices to the extent permitted by law. Each invoice must include PO number, date/service period, description, quantities, and amount with applicable tax breakup and supporting documents (delivery challan/GRN/acceptance proof, as applicable). Vendor shall not deliver any goods/services without a valid PO from Zinnia.

This PO shall be governed by the laws of India. Any dispute arising out of or in connection with this PO shall, at Zinnia's sole option, be subject to the jurisdiction of (i) the courts at Gurugram, Haryana, and/or (ii) the courts having jurisdiction over the Zinnia facility where the goods are delivered or services are primarily performed ("Delivery Location"). Vendor irrevocably submits to such jurisdiction.

Vendor's obligations relating to rejection/defects, taxes/GST, payment set-off, and dispute jurisdiction shall survive completion/termination. Rights and remedies of Zinnia are cumulative and in addition to those available under applicable law or this PO or Master Agreement.