1. Deliverables: Deliverables refer to the goods, materials, products, software, technical data, intellectual property, personnel services, or items listed in a purchase order for the buyer's personal use. 

2. Acceptance of Purchase Order: This purchase order serves as a formal offer from the Buyer to the Seller and will be considered a binding contract upon acceptance by the Seller. The terms and conditions outlined in this purchase order will apply upon acceptance by the Seller, which can be expressed through any means of acceptance or commencement of performance. Any terms and conditions proposed by Seller in acknowledging or accepting Buyer’s offer which are different from or in addition to the terms set forth in this purchase order shall not be binding upon Buyer and shall be void and of no effect, except to the extent expressly documented by Buyer or his/ her authorized procurement representative(s). 

3. Data: The seller confirms that it possesses all the necessary intellectual property, soft products, specifications, drawings, and documents required to fulfill its obligations under this purchase order. The seller agrees to complete the work at the price and schedule specified in this purchase order or relevant attachments.

4. Packaging, Shipping, and Handling: Please note that hard good deliveries should be made according to the specifications on the purchase order. There should be no additional charges for packaging or storage, unless otherwise agreed upon by the buyer. If requested, the seller may use the carrier(s) selected by the buyer. When shipping products to the buyer, it is important to ensure that the buyer's order numbers are clearly marked on all packages, bills of lading, and shipping orders. The buyer's count or weight will be considered conclusive. Please note that the seller should not make partial shipments or ship in advance of the schedule, unless otherwise documented by the buyer. The seller is responsible for the risk of loss until the delivery of the goods at the specified location. It is important that the delivery is made according to the schedule outlined in the purchase order. 

5. Taxes and Duties: Unless specified otherwise in this purchase order, the prices stated in this purchase order include all applicable taxes and duties. Any applicable sales and use taxes shall be separately itemized in Seller’s invoice. This purchase order shall include all related customs duty and import drawback rights, if any, including rights developed by substitution and rights, which may be acquired from Seller’s suppliers, which Seller shall transfer to Buyer. Seller agrees to supply such documents as may be required to obtain such drawbacks; Seller agrees to certify to Buyer the country of origin for Deliverables delivered under this purchase order. Seller acknowledges and agrees that Buyer has the right to withhold any applicable taxes from any payment due under this Order as may be required by any relevant government authority and/or as may be required under any applicable regulations or laws. 

   • The Seller warrants that it has a valid registration under the respective State and Central GST law, for the locations specified under the PO. The Seller shall be responsible for including but not limited to: 

     • provide correct classification and rate of tax applicable for the Supply to include GST charged in the State based on the location of Seller and applied based on the place of supply, 

     • provide correct place of supply, distinctively in the invoice raised for supply, 

     • issue a valid invoice with the said registration number for the supply of goods/services containing all the prescribed particulars, 

     • Delivery of goods should be on a valid e-Waybill, for those where supply involves movement of hard goods from one place to another (interstate) as prescribed under law for delivery of those said goods to the Buyer. 

   • The Seller warrants, for the supply undertaken, that it shall: 

     • File the GST returns with the appropriate authorities of the State and Central Government within the time prescribed under the law. 

     • Specify all the details including Company registration number enabling the Buyer to avail credit for the taxes charged or chargeable for the supply. 

     • In case payment is made to the supplier either as advance or before the taxes are paid to the appropriate State or Central Government, the supplier shall be liable to refund the taxes chargeable on supply, if the said taxes are not paid by them within the time prescribed under law. 

   • The Seller further warrants that they would pass on the benefit of transitional credit availed by them, with respect to stock held for supply to be made to the Buyer after implementation of GST. Any reduction in rate of tax on any supply of goods or services or the benefit of input tax credit shall be passed on to the Company by way of commensurate reduction in prices charged for supply of said goods or services. 

   • The Seller acknowledges that: 

     • The buyer shall withhold applicable GST for the said supply and pay the GST so deducted to the appropriate State, as applicable under the GST law. The Buyer will issue the prescribed certificate or file the prescribed returns, as provided under law, to evidence the tax withheld, 

     • Buyer shall not be liable, charged and held responsible for any act, omission, delay and submissions that are made to the tax authorities and warrants that (the seller) shall keep the Company notified regarding any notices, actions and compliances required under the law. 

6. Payment and Prices: Unless different payment terms are expressly stated on this purchase order, terms shall be in accordance with iHONORS ACADEMY’ next available payment run, following fifteen (15) days from Buyer’s receipt of a valid Seller’s invoice. Seller may send an invoice on or after start of delivery of Deliverables to the Buyer. All invoices will contain the purchase order number and are to be sent to the billing address or to the e-mail address provided.  

7. Default: Buyer must notify to Seller of cancelling the purchase order or any release of Deliverables part of this purchase order for default, (a) if Seller fails to deliver the Deliverables strictly within the time specified in this purchase order, or if no time is specified, within a reasonable time; (b) if the Deliverables delivered do not conform to this purchase order or if Seller fails to perform any of the other provisions of this purchase order, or so fails to make progress as to endanger performance of this purchase order in accordance with its terms; or (c) if Seller’s financial condition shall at any time become unsatisfactory to Buyer. Upon such cancellation, Buyer shall not be liable to Seller for any amount. Seller will deliver to Buyer any of the Deliverables for which Buyer shall make request prior to or upon cancellation, for which Buyer will pay Seller the fair value of any such Deliverables so requested and delivered. Seller shall cooperate with any transition of the delivery of the Deliverables as reasonably requested by Buyer. 

8. Change Orders: Buyer shall have the right to send request note to change the terms of this purchase order, soft goods, intellectual products, drawings, specifications or other descriptions, the time, method or place of delivery or the method of shipment or packaging or to suspend delivery of the Deliverables. Upon receipt of such notice, Seller shall proceed promptly to make such changes. If any such change causes a change in the cost of the Deliverables or in the time required for performance, Seller shall provide prompt notice to Buyer of any such change and an equitable adjustment shall be negotiated promptly and this purchase order shall be modified in writing accordingly. 

9. Intellectual Property and Proprietary Rights: Seller shall at its expense indemnify, defend and hold harmless, Buyer, its directors, officers, employees, affiliates, subsidiaries, agents, customers and end users, from any and all loss, damages or liability (including, without limitation, reasonable legal fees and costs) for or on account of, or resulting from, any claim of infringement of any existing or future copyrights, patents or trademarks, misappropriation of any trade secrets, or violation of any other intellectual, proprietary or industrial rights, with respect to any of the Deliverables. 

10. Confidential Information: Seller shall not disclose to any third party or use any confidential information of Buyer’s concerning this purchase order or other material intended for use in connection with this purchase order without Buyer’s prior consent. Any knowledge or information which Seller may disclose to Buyer in connection with the purchase of any of the Deliverables shall not, unless Buyer otherwise specifically agrees in writing, be deemed to be confidential information, and shall be acquired free from any restriction as part of the consideration for this purchase order. 

11. Compliance with Law: Each party shall comply with all applicable laws, including without limitation, government export control, privacy and data protection laws, and anti-bribery laws. 

12. Delays: Whenever any event beyond the reasonable control and without the fault or negligence of the Seller is delaying or threatens to delay the timely delivery of the Deliverables, Seller shall immediately notify the delay, including all relevant information regarding the delay, to Buyer. In addition, Seller shall take all reasonable steps to avoid or remove the cause of such delay and mitigate the harm of such delay to Buyer and will resume performance (if suspended) as soon as the cause of delay is removed. In the event the Seller’s performance is delayed or is expected to be delayed by more than fifteen days (15) business days, the Buyer upon prior notice to Seller may terminate this purchase order for its convenience in accordance with relevant conditions.  

13. Advertising: Seller shall not, without the prior consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the Deliverables under this purchase order. 

14. Waiver: Any failure or delay by either party in exercising any right or remedy will not constitute a waiver. 

15. Entire Agreement: Unless another agreement expressly references and incorporates this purchase order into such agreement (or otherwise makes this purchase order supplementary to such agreement) and such agreement provides for an order of precedence, this purchase order, together with any data referenced in Section 3 of this purchase order, constitutes the entire agreement and exclusive statement of the terms between the parties with respect to the purchase and sale of the Deliverables under this purchase order and terminates and supersedes all previous negotiations, communications, representations, or agreements between the parties. No alteration, modification, or amendment of any of the provisions in this purchase order shall be binding unless in writing and signed by Buyer’s authorized procurement representative(s). If any provision of this purchase order is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect. 

16. Privacy Laws: Where applicable, the Supplier shall comply with the provisions of any privacy legislation in accordance with the laws of the respective country of origin. The Buyer does not give the Supplier permission or consent to use any personal information obtained through this contract for any purpose without the Buyer’s consent other than the supply of goods and services to the Buyer. 

17. Governing Law: This purchase order shall be governed by and construed in accordance with the laws of the respective country in which the contract is made, without giving effect to conflicts of law principles.  

18. Survival: Any provision in this purchase order which, by its nature, would reasonably be expected to be performed after the termination of this purchase order shall survive and be enforceable after such termination. 

19. Supplementary Provisions to Government Contracts:  For Deliverables involving or subject to a government contract, the applicable provisions are contained in the attached supplement and will be made part of this purchase order. 

20. Ethical Conduct: This purchase order requires the seller to comply with the iHONORS ACADEMY Code of Conduct, which can be found at Code of Conduct. The seller acknowledges to review them and agrees to adhere. Please note that the Codes may be updated periodically. 

21. Social and Environmental Responsibility: Supplier warrants that in all countries in which Supplier and, to Supplier’s information and belief, Supplier’s authorised subcontractors do business, its and their operations comply with all Applicable Laws governing labor and employment, employee health and safety, protection of the environment, and ethical practices. Supplier will comply with iHONORS ACADEMY Code of Conduct. 

22. Human Rights: Supplier hereby undertakes, warrants, and represents that, it shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force in any relevant jurisdiction such as the UN International Bill of Human Rights. 

23. Anti-Corruption:  

    • Relevant Requirements: Seller shall assure that persons associated with it or persons who are performing Services, or providing Products in connection with the Agreement, shall comply with all Applicable Laws relating to anti-bribery and anti-corruption (“Relevant Requirements”).   

    • Compliance: iHONORS ACADEMY' ensures that the anti-bribery and anti-corruption due diligence questionnaire (if applicable) are complete and accurate. Its officers, employees: (I) are not convicted of any offense involving bribery or corruption, fraud or dishonesty; (II) are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offense or alleged offense under the Relevant Requirements; or (III) are not listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or other government agreements;

    • Foreign Official: None of the officers or employees or any other person who is performing Services or providing Products in connection with the Agreement is a foreign public official; and no foreign public official owns a direct or indirect interest in iHONORS ACADEMY or is responsible under this section. No foreign public official has any legal or beneficial interest towards any payments made by iHONORS ACADEMY under the Agreement. 

24. No Obligation: Regardless of any other provisions in the Agreement, iHONORS ACADEMY shall not be obliged to do, or omit to do, any act which would, in its reasonable opinion, put it in breach of any of the above relevant requirements. 

The Purchase Order Contract and these conditions of purchase herein shall be binding and governed by and interpreted in accordance with the laws of Bhubaneswar in the state of Odisha, India Court only. iHONORS ACADEMY hereby submits to the non-exclusive jurisdiction of the Bhubaneswar in the state of Odisha, India Courts.