Standard Terms and Conditions for Supply and Services

(a) "Agreement" means these Conditions along with any contracts, statements of work (SOWs), purchase orders, proposals, service agreements, or any documentation executed between the Company and the Client that references or incorporates these Conditions.

(b) "Company" shall refer to Encardio-Rite Electronics Pvt. Ltd., with its registered office at A-7, Industrial Estate, Talkatora Road, Lucknow, Uttar Pradesh, India, or any of its branches, affiliates, subsidiaries, or authorized partners rendering services or supplying equipment.

(c) "Client(s)" shall mean any individual, company, partnership, association, governmental body, or other legal entity that procures, uses, installs, or otherwise engages with the products or services of the Company.

(d) "Service(s)" refers to installation, calibration, monitoring, inspection, troubleshooting, maintenance, data acquisition, data provisioning, and system integration involving geotechnical instruments and associated software, platforms, or technologies.

(e) "Product(s)" means geotechnical instruments, sensors, dataloggers, software, accessories, and associated hardware manufactured or supplied by the Company.

(f) "Site(s)" means the location(s) where the Products are installed or the Services are performed.

(g) "Data" refers to measurements, readings, time series, alerts, graphs, tables, and other output provided by the Products or Services.

(h) "Annexure(s)" may refer to supplementary documentation associated with the Agreement.

In the event of any inconsistency or conflict between these Conditions and any other agreements, contracts, or purchase orders, these Conditions shall prevail unless expressly overridden in writing and marked as a specific deviation or waiver.

The Company's offerings include manufacture, supply, installation, commissioning, calibration, maintenance, and monitoring of geotechnical and structural health monitoring instruments and related solutions, including:

• Vibrating wire sensors (piezometers, strain gauges, temperature sensors, etc.)
• Displacement and deformation sensors (crack/joint meters, extensometers, tilt meters, inclinometers)
• Load and pressure measurement devices
• Wireless dataloggers and nodes (GSM/GPRS, RF)
• Automated monitoring systems and cloud-based data management
• Satellite-based monitoring solutions, including InSAR and DInSAR
• UAV-based aerial survey and 3D mapping
• Laser scanning and tunnel boring machine (TBM) integration
• Installation, maintenance, and data provisioning services

The Company shall provide the Products and Services with due skill, care, and competence in line with prevailing industry standards. The Company does not undertake any responsibility for analysis, interpretation, or decision-making based on the data, unless explicitly agreed in writing.

The Client shall:

• Provide necessary infrastructure, power supply, data connectivity, and civil support for installations
• Ensure the safety and well-being of Company personnel when visiting the Client's Site
• Use Products and Services in compliance with user manuals and safety instructions
• Avoid unauthorized modification, repair, or interference with the installed system
• Ensure legal and regulatory compliance
• Maintain secure access credentials for software or cloud interfaces
• Acknowledge that final interpretation and decisions based on monitoring data are the Client's responsibility unless advisory services are explicitly engaged

The Company shall not be held liable for any direct, indirect, incidental, consequential, or special damages arising from unauthorized installation, improper use, data transmission failures, site-visit incidents, accidents, or failure to comply with applicable laws. By accepting delivery or using the equipment, the Client acknowledges and agrees to these limitations of liability.

By the Company: Products and Services shall be performed with reasonable skill, care, and diligence. The Company disclaims implied warranties beyond those expressly stated herein.

By the Client: The Client warrants timely provision of accurate data, permits, and infrastructure; compliance with applicable laws; and responsibility for use and interpretation of data unless advisory scope is agreed in writing.

• Fees payable per accepted quotation or work order
• Unless otherwise stated, 50% advance and 50% upon delivery or agreed milestones
• Invoices payable within thirty (30) days
• Late payment interest at 5% per month or maximum permitted by law
• The Company may suspend Services with seven (7) days' notice for payment delay
• Prices exclusive of taxes, duties, and levies unless specified

Each party agrees to treat technical, commercial, financial, or operational information as confidential. Obligations survive for five (5) years beyond termination, subject to standard exceptions for publicly known or legally required disclosures.

• Either Party may terminate with thirty (30) days' prior written notice without cause
• Immediate termination permitted for material breach not cured within thirty (30) days
• The Company may terminate or suspend for payment default exceeding 30 additional days
• Upon termination, the Client pays for work completed; licenses are revoked unless otherwise agreed

Except as expressly stated, the Company's total aggregate liability shall not exceed 10% of the total value of the specific purchase order or work order under which the claim arises. This clause is read in conjunction with Section 6.

All intellectual property provided or developed by the Company remains its exclusive property. The Client receives a non-exclusive, non-transferable, limited license for internal business use only.

This Agreement is governed by the laws of the country in which the executing Company is incorporated. Disputes shall first be resolved through negotiation, then arbitration under UNCITRAL Rules if unresolved.

Neither party is liable for delay or failure due to causes beyond reasonable control, including natural disasters, war, pandemics, government orders, or cyber incidents.

Includes severability, indemnity, assignment restrictions, written notices, no waiver without signature, and compliance with applicable export control, data protection, anti-corruption, and environmental laws.

By accessing these Conditions, the Client acknowledges that they have read, understood, and agreed to be bound by all provisions set forth herein.