Saurer Intelligent Technology AG

Textilstrasse 9
9320 Arbon
Switzerland

T+41 71 447 51 11

www.saurer.com

26.09.2024
QUOTATION
000771646

Wool Research Association

P.O. Sandoz Baug,
Kolshet Raod

400607 Thane
INDIA

1 Saurer rotor spinning machine

BD 480 Plus / 32 spinning positions

"Open End Rotor Spinning machine with accessories and parts

having rotor speeds of more than 80000 rpm"
H.S. Code: 8445 2019"
 20088124 / WOOL RESEA / India / 000771646
BAI / 26.09.2024

Price Summary
1 Saurer rotor spinning machine
BD 480 Plus in basic configuration with spinbox NSB 38 V2
piecing technology Burmaster BM 2 +
32 spinning positions per machine.
- Viper for automatic cleaning of EVA filter
- Machine adaptation for 42" cans
- Set of tools
- Lube oil for rotor bearing

Price for each machine: EUR 70 020,00

EUR 70 020,00

Grand Total: EUR 70 020,00

Optional equipment for each machine

- Waxing device 40 x 60 mm EUR 560,00
- Automatic package lifting (lifting of winding
arm after yarn break) EUR 420,00
- Joint Spinning In (JSI) EUR 980,00
- Corolab Q. EUR 4 350,00
- Frequency converter for opening rollers drive EUR 2 500,00
- Traveling blower (LM) EUR 2 010,00

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Price:
CIP Nhava Sheva port according to Incoterms 2020.
Import duty, taxes, and other charges are not included.
Port of Loading: Shanghai, P.R. China
Country of Origin: P.R. China

Price Adjustment Clause:

The agreed prices are basically fixed prices, which, however, require an adjustment in the event of a
dynamic price development in material prices. On average, the use of materials amount is 70% of
the overall machine delivery.

In general, the price indication is defined as follows (hereinafter: Producer Price Index (PPI):

Eurostat (Source: Production in industry – monthly data – Germany(until 1990 former territory of the FRG)
https://ec.europa.eu/eurostat/databrowser/view/STS_INPR_M/
default/table?lang=en&category=sts.sts_ind.sts_ind_prod

Adjustment Period:
Order Confirmation Date: the last day of the month in which the Seller confirms the order.
Closing Date: the last day of the month ending 5 months before the scheduled date
of the first delivery

The PPI index rate is defined as follows:

PPI index rate: (Index value at Closing Date - Index value at Order Confirmation Date)
/ Index value at Order Confirmation Date.

Threshold of PPI:
a) If the PPI index rate is <= + 2%, the contract price will not be adjusted.
b) If the PPI index rate is > +2%, the purchaser agrees to pay a new contract price:
New contract price = original contract price + (original contract price x 70 % x PPI index rate)

Tracking of index rate:

Immediately after the end of the Adjustment Period, Seller will review a possible price change and
notify Customer whether a price adjustment has to be made.

If a price adjustment has to be made, Seller and Customer will sign a written addendum to the
Order Confirmation with the determined price adjustment.

Packing for shipment in Container included.

Delivery Time:
Approx. 3 - 4 months after receipt of 30% down payment and clarification of all technical details.

Payment Terms:
30 % down payment by bank transfer to the following account:

Bank CIC (Schweiz) AG, 4001 Basel

SWIFT-Code: CIALCHBB

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EUR: IBAN CH21 0871 0055 7366 8200 2

UBS Switzerland AG, Zuerich/ Switzerland

SWIFT-Code: UBSWCHZH80A
EUR: IBAN CH700023023068032460N

All payments net cash, without deduction.

70 % payment by means of an irrevocable Letter of Credit, to be opened in favor of

Saurer Intelligent Technology AG, Textilstrasse 9, 9320 Arbon, Switzerland 2 months before
delivery, advised and confirmed by a Swiss or German bank, validity 3 months,
payable against shipping documents.

All costs arising in connection with L/C opening and confirmation have to be paid by the buyer.

Bank CIC (Schweiz) AG, Basel / Switzerland

SWIFT-Code: CIALCHBB

Zuercher Kantonalbank, Zuerich / Switzerland

SWIFT-Code: ZKBKCHZZ80A

UBS Switzerland AG, Zuerich / Switzerland

SWIFT-Code: UBSWCHZH80A

DZ Bank AG, Duesseldorf / Germany

SWIFT-Code: GENODEDDXXX

Deutsche Bank AG, Moenchengladbach / Germany

SWIFT-Code: DEUTDEDD310

Landesbank Hessen-Thueringen Girozentrale (HELABA), Frankfurt am Main / Germany

SWIFT-Code: HELADEFFXXX

Oddo BHF Bank SE, Frankfurt am Main / Germany

SWIFT-Code: BHFBDEFFXXX

Spare Parts:
Set of spare parts in the value of 2 % of the machine price included.

Installation:
Through the service of Saurer Textile Solutions Pvt. Ltd., Mumbai against separate contract and invoice.

Data protection
1. We would like to point out that we process personal data in connection with the execution of this
contract in accordance with Section 6 of the GDPR.
2. In addition to processing the contract using your e-mail address(es), we will use it/them to inform
you about similar goods/services/products by e-mail.

You can revoke your consent to the receipt of these e-mails at any time by contacting
([email protected]) or by using the contact details given in the imprint, without incurring any costs.

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Your data will be processed in accordance with our data protection declaration (saurer.com).

Validity:
The quotation is understood to be without engagement.

Saurer Intelligent Technology AG

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Technical specification

Saurer rotor spinning machine BD 480 Plus / 32 spindles

Machine length (mm): 8 245

Machine width (mm): 1 260

1. Basic machine
- Saurer rotor spinning machine BD 480 Plus.
- Permanent monitoring of production data.
- Rotor speed, spinning vacuum, trash aspiration vacuum, take-up speed are infinitely variable.
- IDS - Intelligent Drive System.
- EVA - Electronic Vacuum Adjustment for electronically controlled constant spinning vacuum
and trash aspiration vacuum.
- Three separate collecting chambers for trash, yarn waste and fibres.
- Spare parts catalogue, operating and maintenance instructions.
- Central operating unit with graphically supported operating interface for the parameterisation
of machine and spinning parameters, lot control, production data acquisition and processing.
- Machine positioned on racks to be compatible with a can height of 42”.

2. Spinbox
- Spinbox NSB 38 V2 for rotor speeds from 15,000 to 120,000 rpm, depending on the sliver,
rotor diameter and yarn count. Spinning of natural and man-made fibre raw materials
and their blends with staple lengths up to 60 mm.
- Rotors and opening rollers directly mounted in bearings.
- SDSI Single Drive Sliver Intake - single-motor driven sliver intake for processing feed
slivers up to 7 ktex (Nm 0.14 / Ne 0.08) and a draft range from 11 to 350 fold.
- One machine set of spinning components ‘Value Line’, consisting of rotors (up to 110.000 rpm),
opening rollers (DN-coating).
- One machine set of Torque Stop twist blocking elements for increasing the spinning stability.
- One set of navels of the ‘Value Line’ series with ceramic insert.
- One machine set of cleaning inserts with 1 channel
- One machine set of inserts (wedges) for optimising the air flow in the spinbox.

3. Piecing technology Burmaster BM 2 +

- Controlled piecing process Burmaster BM 2 +.
- Controlled supply of the yarn amount required for piecing and package start-up at each
spinning position.
- SDSI Single Drive Sliver Intake with reverse function.
- Yarn take-up by means of centrally driven yarn take-up roller.

4. Spinning and winding position

- Take-up speed up to 180 m/min.
- Cylindrical packages up to 300 mm and 4 kg in weight.

5. Other additional items

- Wiper for automatic cleaning of the sieve EVA

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- One set of setting gauges and tools

- Lube oil for rotor bearing

We reserve the right to make alterations in the interests of technical progress.

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Wool Research Association
P.O. Sandoz Baug, QUOTATION
Kolshet Raod 000771646
Date
400607 Thane
INDIA 26.09.2024

General Conditions
for the
Supply of Mechanical, Electrical and Electronic Products

(based on ORGALIME S 2000)

PREAMBLE 8. If delay in delivery is caused by any of the circumstances mentioned

1. These General Conditions shall apply when the parties agree in writing in Clause 34 or by an act or omission on the part of the Purchaser,
or otherwise thereto. When the General Conditions apply to a specific including suspension under Clauses 16 or 37, or any other cause or
contract, modifications of or deviations from them must be agreed in writing. action or omission not attributable to the Supplier, the time for delivery
The object(s) to be supplied under these General Conditions is (are) shall be extended by a period which is reasonable having regard to all
hereinafter referred to as the Product. the circumstances in the case. This provision applies regardless of
whether the reason for the delay occurs before or after the agreed time
PRODUCT INFORMATION for delivery.
2. All information and data contained in general product documentation
and price lists, whether in electronic or any other form, are binding only 9. If the Product is not delivered at the time for delivery (as defined in
to the extent that they are by reference expressly included in the Contract. Clauses 6 and 8), the Purchaser is entitled to liquidated damages from the
date on which delivery should have taken place. The liquidated damages
DRAWINGS AND DESCRIPTIONS shall be payable at a rate of 0.5 per cent of the purchase price for each
3. All drawings and technical documents relating to the Product or its completed week of delay. The liquidated damages shall not exceed 5 per
manufacture submitted by one party to the other, prior or subsequent to the cent of the purchase price. If only part of the Product is delayed, the
formation of the Contract, shall remain the property of the submitting party. liquidated damages shall be calculated on that part of the Product as
Drawings, technical documents or other technical information received by cannot in consequence of the delay be used as intended by the parties.
one party shall not, without the consent of the other party, be used for any The liquidated damages become due at the Purchaser’s demand in
other purpose than that for which they were provided. They may not, writing but not before delivery has been completed or the Contract is
without the consent of the submitting party, otherwise be used or copied, terminated under Clause 10.
reproduced, transmitted or communicated to a third party.
10. If the delay in delivery is such that the Purchaser is entitled to
4. The Supplier shall provide free of charge information and drawings which maximum liquidated damages under Clause 9 and if the Product is still
are necessary to permit the Purchaser to commission, operate and maintain not delivered, the Purchaser may in writing demand delivery within a
the Product. Such information and drawings shall be supplied in the number final reasonable period. If the Supplier does not deliver within such
of copies agreed upon or at least one copy of each. The Supplier shall not be final period and this is not due to any circumstance for which the
obliged to provide manufacturing drawings for the Product or for spare parts. Supplier is not responsible, then the Purchaser may by notice in writing
to the Supplier terminate the Contract in respect of such part of the
DELIVERY. PASSING OF RISK Product as cannot in consequence of the Supplier’s failure to deliver
5. Any agreed trade term shall be construed in accordance with the be used as intended by the parties. If the Purchaser terminates the
INCOTERMS in force at the formation of the Contract. If no term is Contract he shall be entitled to compensation for the loss he has suffered
specifically agreed, the delivery shall be Ex works (EXW). If, in the case as a result of the Supplier’s delay. The total compensation, including
of delivery Ex works, the Supplier, at the request of the Purchaser, the liquidated damages which are payable under Clause 9, shall not
undertakes to send the Product to its destination, the risk will pass not exceed 10 per cent of that part of the purchase price which is
later than when the Product is handed over to the first carrier. attributable to the part of the Product in respect of which the Contract
is terminated. The Purchaser shall also have the right to terminate the
TIME FOR DELIVERY. DELAY Contract by notice in writing to the Supplier, if it is clear from the
6. If the parties, instead of specifying the date of delivery, have specified circumstances that there will occur a delay in delivery which, under
a period of time on the expiry of which delivery shall take place, such Clause 9, would entitle the Purchaser to maximum liquidated damages.
period shall start to run as soon as the Contract is entered into, all official In case of termination on this ground, the Purchaser shall be entitled
formalities have been completed, payments due at the formation of the to maximum liquidated damages and compensation under the fourth
Contract have been made, any agreed securities have been given and sentence of this Clause 10.
any other preconditions have been fulfilled.
11. Liquidated damages under Clause 9 and termination of the
7. If the Supplier anticipates that he will not be able to deliver the Product Contract with limited compensation under Clause 10 are the only
at the time for delivery, he will forthwith notify the Purchaser thereof in remedies available to the Purchaser in case of delay on the part of the
writing, stating the reason, and, if possible, the time when delivery can Supplier. All other claims against the Supplier based on such delay
be expected. shall be excluded, except where the Supplier has been guilty of a
 negligent breach of a condition which goes to the root of the Contract, without undue delay and at his own cost as stipulated in Clauses
intent or gross negligence. In these General Conditions gross negligence 18-33 inclusive. Repair shall be carried out at the place where the
shall mean an act or omission implying either a failure to pay due regard Product is located unless the Supplier deems it appropriate that
to serious consequences, which a conscientious supplier would normally the defective part or the Product is returned to him for repair or
foresee as likely to ensue, or a deliberate disregard of the consequences replacement. The Supplier is obliged to carry out dismantling and
of such act or omission. reinstallation of the part if this requires special knowledge. If such
special knowledge is not required, the Supplier has fulfilled his
12. If the Purchaser anticipates that he will be unable to accept delivery of the obligations in respect of the defect when he delivers to the
Product at the delivery time, he shall forthwith notify the Supplier in writing Purchaser a duly repaired or replaced part.
thereof, stating the reason and, if possible, the time when he will be able to
accept delivery. If the Purchaser fails to accept delivery at the delivery time, 23. If the Purchaser has given such notice as mentioned in Clause 21
he shall nevertheless pay any part of the purchase price which becomes due and no defect is found for which the Supplier is liable, the Supplier
on delivery, as if delivery had taken place. The Supplier shall arrange for shall be entitled to compensation for the costs he has incurred as a
storage of the Product at the risk and expense of the Purchaser. The Supplier result of the notice.
shall also, if the Purchaser so requires, insure the Product at the Purchaser’s
expense. 24. The Purchaser shall at his own expense arrange for any dismantling
and reassembly of equipment other than the Product, to the extent
13. Unless the Purchaser’s failure to accept delivery is due to any such that this is necessary to remedy the defect.
circumstance as mentioned in Clause 34, the Supplier may by notice in
writing require the Purchaser to accept delivery within a final reasonable 25. Unless otherwise agreed, necessary transport of the Product and/or
period. If, for any reason for which the Supplier is not responsible, the parts thereof to and from the Supplier in connection with the remedying
Purchaser fails to accept delivery within such period, the Supplier may by of defects for which the Supplier is liable shall be at the risk and
notice in writing terminate the Contract in whole or in part. The Supplier expense of the Supplier. The Purchaser shall follow the Supplier's
shall then be entitled to compensation for the loss he has suffered by instructions regarding such transport.
reason of the Purchaser’s default. The compensation shall not exceed
that part of the purchase price which is attributable to that part of the 26. Unless otherwise agreed, the Purchaser shall bear any additional
Product in respect of which the Contract is terminated. costs which the Supplier incurs for repair, dismantling, installation and
transport as a result of the Product being located in a place other than
PAYMENT the destination stated in the Contract or - if no destination is stated
14. Unless otherwise agreed, the purchase price shall be paid with one third at - the place of delivery.
the formation of the Contract and one third when the Supplier notifies the
Purchaser that the Product, or the essential part of it, is ready for delivery. 27. Defective parts which have been replaced shall be made
Final payment shall be made when the Product is delivered. Payments shall available to the Supplier and shall be his property.
be made within 30 days of the date of the invoice.
28. If, within a reasonable time, the Supplier does not fulfil his
15. Whatever the means of payment used, payment shall not be deemed to obligations under Clause 22, the Purchaser may by notice in writing
have been effected before the Supplier's account has been fully and fix a reasonable final time for completion of the Supplier's obligations.
irrevocably credited. If the Supplier fails to fulfil his obligations within such final time, the
Purchaser may himself undertake or employ a third party to undertake
16. If, by his own fault, the Purchaser fails to pay by the stipulated date, the necessary remedial works at the risk and expense of the Supplier.
Supplier shall be entitled to interest from the day on which payment was due. Where successful remedial works have been undertaken by the
The rate of interest shall be as agreed between the parties. If the parties fail to Purchaser or a third party, reimbursement by the Supplier of
agree on the rate of interest, it shall be 8 percentage points above the rate of reasonable costs incurred by the Purchaser shall be in full settlement
the main refinancing facility of the European Central Bank in force on the due of the Supplier's liabilities for the said defect.
date of payment. In any case of late payment the Supplier may, after having
notified the Purchaser in writing, suspend his performance of the Contract 29. Where the defect has not been successfully remedied,
until he receives payment. If, by his own fault, the Purchaser has not paid the as stipulated under Clause 28,
amount due within three months, the Supplier shall be entitled to terminate a) the Purchaser is entitled to a reduction of the purchase price in
the Contract by notice in writing to the Purchaser and to claim compensation proportion to the reduced value of the Product, provided that
for the loss he has incurred. The compensation shall not exceed the purchase under no circumstance shall such reduction exceed 5 per cent
price. of the purchase price, or
b) where the defect is so substantial as to significantly deprive the
RETENTION OF TITLE Purchaser of the benefit of the Contract, the Purchaser may
17. The Product shall remain the property of the Supplier until paid for in full terminate the Contract by notice in writing to the Supplier.
to the extent that such retention of title is valid under the applicable law. The Purchaser is then entitled to compensation for the loss he
The Purchaser shall at the request of the Supplier assist him in taking any has suffered up to a maximum of 15 per cent of the purchase
measures necessary to protect the Supplier's title to the Product in the price.
country concerned. The retention of title shall not affect the passing of risk
under Clause 5. 30. The Supplier is not liable for defects arising out of materials
provided, or a design stipulated or specified by the Purchaser.
LIABILITY FOR DEFECTS
18. Pursuant to the provisions of Clauses 19-33 inclusive, the Supplier shall 31. The Supplier is liable only for defects which appear under the
remedy any defect or nonconformity (hereinafter termed defect(s)) resulting conditions of operation provided for in the Contract and under proper
from faulty design, materials or workmanship. use of the Product. The Supplier's liability does not cover defects
which are caused by faulty maintenance, incorrect erection or faulty
19. The Supplier's liability is limited to defects which appear within a period repair by the Purchaser, or by alterations carried out without the
of one year from delivery. If the daily use of the Product exceeds that which Supplier's consent in writing. Finally the Supplier’s liability does not
is agreed, this period shall be reduced proportionately. cover normal wear and tear or deterioration.

20. When a defect in a part of the Product has been remedied, the Supplier 32. Notwithstanding the provisions of Clauses 18-31 the Supplier shall
shall be liable for defects in the repaired or replaced part under the same not be liable for defects in any part of the Product for more than two
terms and conditions as those applicable to the original Product for a period years from the beginning of the period given in Clause 19.
of one year. For the remaining parts of the Product the period mentioned in
Clause 19 shall be extended only by a period equal to the period during which 33. Save as stipulated in Clauses 18-32, the Supplier shall not be
the Product has been out of operation as a result of the defect. liable for defects. This applies to any loss the defect may cause
including loss of production, loss of profit and other indirect loss.
21. The Purchaser shall without undue delay notify the Supplier in writing of any This limitation of the Supplier's liability shall not apply if he has been
defect which appears. Such notice shall under no circumstance be given later guilty of intent or gross negligence as defined in Clause 11 or if the
than two weeks after the expiry of the period given in Clause 19. The notice Supplier negligently causes damage to life, body or health.
shall contain a description of the defect. If the Purchaser fails to notify the Furthermore, the limitation of liability shall not apply in cases of
Supplier of a defect within the time limits set forth in this Clause, he loses his negligent breach of a condition which goes to the root of the Contract.
right to have the defect remedied. Where the defect is such that it may cause In the case of slight negligence the Supplier shall be liable only for
damage, the Purchaser shall immediately inform the Supplier in writing. The reasonably foreseeable damage which is intrinsic to the Contract.
Purchaser shall bear the risk of damage resulting from his failure so to notify. Nor shall the said limitation of liability apply in the cases of strict
liability under the German Product Liability Act, for defects of the
22. On receipt of the notice under Clause 21 the Supplier shall remedy the defect Product causing death or personal injury, or damage to items of

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 property used privately. Furthermore, the said limitation of liability CONSEQUENTIAL LOSSES
shall not apply in the case of defects the Supplier has fraudulently 38. Save as otherwise stated in these General Conditions there shall be no
concealed or whose absence he has guaranteed. liability for either party towards the other party for loss of production,
loss of profit, loss of use, loss of contracts or for any other consequential
FORCE MAJEURE or indirect loss whatsoever. The said exclusion of liability shall not apply
34. Either party shall be entitled to suspend performance of his in the case of intent or gross negligence under Clause 11 or if the
obligations under the Contract to the extent that such performance Supplier negligently causes damage to life, body or health. Furthermore,
is impeded or made unreasonably onerous by any of the following the exclusion of liability shall not apply in cases of negligent breach of a
circumstances: industrial disputes and any other circumstance beyond condition which goes to the root of the Contract. In the case of slight
the control of the parties such as fire, war (whether declared or not), negligence the Supplier shall be liable only for reasonably foreseeable
extensive military mobilisation, insurrection, requisition, seizure, damage which is intrinsic to the Contract. Nor shall the exclusion of
embargo, restrictions in the use of power and defects or delays in liability apply in the cases of strict liability under the German Product
deliveries by sub-contractors caused by any such circumstance referred Liability Act, for defects of the Product causing death or personal injury,
to in this Clause. A circumstance referred to in this Clause whether or damage to items of property used privately. Neither does the said
occurring prior to or after the formation of the Contract shall give a right exclusion apply in the case of damage attributable to fraudulent
to suspension only if its effect on the performance of the Contract could concealment or despite specific guarantees.
not be foreseen at the time of the formation of the Contract.
DISPUTES AND APPLICABLE LAW
35. The party claiming to be affected by Force Majeure shall notify the 39. All disputes arising out of or in connection with the Contract shall be
other party in writing without delay on the intervention and on the finally settled under the Rules of Arbitration of the International Chamber
cessation of such circumstance. If Force Majeure prevents the Purchaser of Commerce by one or more arbitrators appointed in accordance with
from fulfilling his obligations, he shall compensate the Supplier for the said Rules.
expenses incurred in securing and protecting the Product.
40. The Contract shall be governed by the substantive law of Switzerland,
36. Regardless of what might otherwise follow from these General without regard to the application of the principles of conflicts of law.
Conditions, either party shall be entitled to terminate the Contract by The Vienna Convention of April 11th 1980 on Contracts for the
notice in writing to the other party if performance of the Contract is International Sale of Goods shall not be applied to the Contract.
suspended under Clause 34 for more than six months.

ANTICIPATED NON-PERFORMANCE
37. Notwithstanding other provisions in these General Conditions regarding
suspension, each party shall be entitled to suspend the performance of
his obligations under the Contract, where it is clear from the
circumstances that the other party will not be able to perform his
obligations. A party suspending his performance of the Contract shall
forthwith notify the other party thereof in writing.

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