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Purchase Agreemenent

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1. DEFINITIONS AND INTERPRETATIONS

1.1. DEFINITIONS

(a) “Agreement” shall mean this Agreement and all annexures, supplements, appendices, and modifications thereof including, as framed and/or amended from time to time;

(b) “Applicable Law” includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration of, any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question, or any recognized stock exchange(s) on which the shares may be listed;

(c) “Basic Vehicle Limited Warranty Period” shall have the meaning ascribed to it in Clause 9.1;

(d) “Battery and Powertrain Warranty Period” shall have the meaning ascribed to it in Clause 9.2;

(e) “Booking Amount” shall have the meaning ascribed to it in Clause 3.1;

(f) “Delivery Date” shall have the meaning ascribed to it in Clause 6.1;

(g) “Dispute” shall have the meaning ascribed to it in Clause 12.1;

(h) “Encumbrance” means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable Law, (ii) any agreement, interest, option, pre-emptive rights, right of first offer, refusal or Transfer restriction in favour of any Person and (iii) any adverse claim as to title, possession or use and “Encumber” shall be construed accordingly;

(i) “Indian Rupees” or “INR” shall mean the lawful currency of the Republic of India;

(j) “Non-refundable Advance” shall have the meaning ascribed to it in Clause 3.3;

(k) “Person” means any individual, partnership, corporation, company, unincorporated organization, association, joint venture, trust, society, joint stock company or other entity or organization, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity (whether or not having a separate legal personality) or their legal heirs, successors, permitted assigns and affiliates;

(l) “Product Recall” shall have the meaning ascribed to it in Clause 7.1;

(m) “Special Pre-Launch Price” shall have the meaning ascribed to it in Clause 2.3; and

(n) “Vehicle” shall have the meaning ascribed to it in Clause 2.1.

1.2. INTERPRETATION

In this Agreement:

(a) reference to an “amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended” is to be construed accordingly;

(b) a reference to a “Party” to any document includes that Party’s successors, executors and permitted transferees/assigns, as the case may be;

(c) unless the context otherwise requires, the singular includes the plural and vice versa;

(d) the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with reference to a specific Clause in, or Schedule to, this Agreement shall refer to such Clauses in, or Schedule to, the Agreements and when used otherwise than in connection with specific Clauses or Schedules, shall refer to the Agreement as a whole;

(c) headings and the use of bold typeface shall be ignored in its construction;

(d) any reference to a Clause or Schedule is, unless indicated to the contrary, a reference to a Clause or Schedule to this Agreement;

(e) where a wider construction is possible and the context so requires, the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;

(f) references to the word “includes” or “including” are to be construed without limitation;

(g) references to the word “permitted assigns” shall include its novatees, assignees and transferees;

(h) references to a person shall include such person’s successors and permitted assigns;

(i) words importing a particular gender includes all genders;

(j) words and abbreviations, which have well known technical or trade / commercial meanings are used in the Agreement in accordance with such meanings; and

(k) any consent required to be provided by a Party shall mean the prior written consent of the Party.

2. SALE

2.1. The Seller is engaged in the manufacture of electric vehicles and hereby agrees to sell and deliver electric vehicles along with its accessories (“Vehicle”) to the Buyer under the terms and conditions of this Agreement on a principal-to-principal basis.

2.2. The specifications of the Vehicle and its colours and accessories are set out in Schedule I (Specifications of Vehicle).

2.3. In consideration for sale of the Vehicle pursuant to Clause 2.1, the Buyer agrees to pay to the Seller a special pre-launch price (“Special Pre-Launch Price”), as set out under Schedule II (Price and Payment Mechanism).

4. SELLER’S COVENANTS

The Seller hereby agrees and covenants that the Seller shall ensure valid transfer of title of the Vehicle to the Buyer.

5. BUYER’S COVENANTS

The Buyer hereby agrees and covenants that the Vehicle and related documents have been duly inspected and approved by him/her and have been found to his/her entire satisfaction.

6. DELIVERY

6.1. Subject to receipt of the Booking Amount, Non-refundable Advance, balance Special Pre-Launch Price and availability of the Vehicle, the Seller shall deliver the Vehicle, and the Buyer shall take possession of same (either in person or through a duly authorized representative), at such date which shall be intimated by the Seller to the Buyer (“Delivery Date”). The Vehicle will be delivered at the place designated by the Seller to the Buyer.

6.2. Subject to the terms and conditions of this Agreement, if the Seller fails to deliver the Vehicle on the Delivery Date, the Buyer shall be entitled to terminate this Agreement pursuant to Clause 11.2 and get full refund of the Booking Amount only.

7. PRODUCT RECALL

7.1. If the Seller determines that an incident, event or circumstance has occurred, beyond the control of the Seller, which may result in the need for the Seller to repair, rectify and/or replace the Vehicle or any of its components (“Product Recall”), the Seller shall notify the Buyer.

7.2. The Seller shall have the right to control the arrangement of any Product Recall, and the Buyer shall cooperate for any Product Recall with respect to the repair, replacement, reshipment, storage or disposal of recalled Vehicle and/or its components, the preparation and maintenance of relevant records and reports, and notification to any recipients or end users.

7.3. The Seller shall pay all reasonable expenses incurred by the Buyer of such a Product Recall, including the costs of destroying or recycling the Vehicle. Notwithstanding anything contained herein, the Buyer shall not have the right to claim a refund of the Special Pre-Launch Price from the Seller under any circumstances.

8. REPRESENTATIONS AND WARRANTIES

8.1. As on the Effective Date of this Agreement, the Seller represents and warrants the following:

(a) The Seller has sold and delivered the Vehicle to the Buyer, to have and to hold the same absolutely and free from any Encumbrances;

(b) The Seller has complied with the Motor Vehicles Act, 1988 (as amended) and other material Applicable Laws and the Vehicle is a road legal Vehicle which is approved from the appropriate authorities as may be required under material Applicable Law;

(c) The Seller hereby states that the odometer in the Vehicle now reads _________ kilometers and to the best of Seller’s knowledge, it reflects the actual mileage of the Vehicle described herein; and

(d) Except as specifically set out in the Agreement, the Seller warrants that the Vehicle is sold on “AS IS” basis, and the Seller does not in any way, expressly or impliedly, give any warranties to the Buyer. The Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.

8.2. The Buyer represents and warrants the following as of the Effective Date of this Agreement:

(a) He has executed and delivered this Agreement as his free and voluntary act,after having determined that the provisions contained herein are of benefit to him, and that the duties and obligations imposed on him hereunder are fair and reasonable; and

(b) He has read and fully understood the terms and conditions set forth herein, has had time to reflect on and consider the benefits and consequences of entering into this Agreement, and has obtained independent advice including legal, in connection with the negotiation and execution of this Agreement.

9. WARRANTY

9.1. Basic Vehicle Limited Warranty: The Seller warrants that it shall provide basic vehicle limited warranty against any manufacturing defect(s) for the Vehicle manufactured and sold by the it for a period of 4 (four) years or 1,00,000 (one lakh) kilometers, whichever is the first to expire from the Delivery Date (“Basic Vehicle Limited Warranty Period”), as per the warranty policy provided in Schedule III (Warranty Policy).

9.2. Battery and Powertrain Warranty: The Seller warrants to provide a warranty against any manufacturing defect(s) of the battery and powertrain of the Vehicle manufactured and sold by the Seller for a period of 8 (eight) years or 3,00,000 (three lakh) kilometers, whichever is the first to expire from the Delivery Date (“Battery and Powertrain Warranty Period”), as per the Warranty Policy. However, this Clause 9.2 shall be subject to minimum 70% (seventy percent) retention of the battery capacity over the Battery and Powertrain Warranty Period.

10. GOVERNING LAW

This Agreement shall be governed by the laws of India and the courts of law at New Delhi shall have the jurisdiction over all disputes arising between the Parties under this Agreement.

11. TERMINATON

11.1. The Seller shall have a right to terminate this Agreement, if the Buyer fails to pay the Pre-Launch Amount on the Effective Date or the Non-refundable Advance within 180 (one hundred and eighty) days prior to the Delivery Date or the balance Special Pre-Launch on the Delivery Date, in each case, in accordance with the terms of this Agreement.

11.2. The Buyer shall have a right to terminate this Agreement if the Seller fails to deliver the Vehicle on the Delivery Date in accordance with the terms of this Agreement.

12. DISPUTE RESOLUTION

12.1. Any dispute, controversy, claim or disagreement of any kind whatsoever in connection with, arising out of or relating to this Agreement, including with respect to the formation, applicability, breach, termination, validity, or enforceability thereof (hereinafter referred to as a “Dispute”), shall be attempted to be resolved mutually by the Parties within 30 (thirty) days of the Dispute arising. If the Parties are unable to resolve the Dispute mutually within the stipulated time, the Dispute shall be referred to and finally resolved by arbitration irrespective of the amount in Dispute or whether such Dispute would otherwise be considered justifiable or ripe for resolution by any court.

12.2. The arbitration shall be governed by the Indian Arbitration and Conciliation Act, 1996 and the rules thereunder as amended from time to time. The seat of the arbitration shall be in New Delhi, India.

12.3. A request by a party to a court of competent jurisdiction for interim measures necessary to preserve such party’s rights, including pre-arbitration attachments or injunction, shall not be deemed incompatible with, or a waiver of, the agreement of the Parties to arbitrate. Any interim relief application, if filed in India, shall be subject to the exclusive jurisdiction of the courts at New Delhi.

12.4. The Seller and the Buyer shall each be entitled to nominate 1 (one) arbitrator, with the two party-nominated arbitrators nominating the third arbitrator to act as chairman of the arbitral tribunal. If there is more than one claimant party and/or more than one respondent party, the claimant parties acting together and the respondent parties acting together shall each respectively appoint one arbitrator, with the two party-appointed arbitrators appointing the third arbitrator to act as chairman of the arbitral tribunal. The claimant(s) shall nominate an arbitrator in its/their request for arbitration, the respondent(s) shall nominate an arbitrator within 30 (thirty) days after the receipt of the request for arbitration, and the two party-nominated arbitrators shall nominate the chairman within 30 (thirty) days after the nomination of the second arbitrator.

12.5. The language of the arbitration shall be English.

13. INTELLECTUAL PROPERTY RIGHTS

The Buyer acknowledges and agrees that the technology, patent, designs, trademarks or any other intellectual property rights used in manufacturing or selling the Vehicle are the property of the Seller and all right, title, and interest together with all copies, modifications, enhancements, and derivative works, including all patents, copyright and other intellectual property rights are and shall remain with the Seller. This Agreement does not convey to the Buyer any rights of buyership in or related to any of the intellectual property rights owned by the Seller.

14. MISCELLANEOUS

14.1. Notices
Any communication required to be conveyed by any Party to the other Party pursuant to this Agreement, shall be communicated in writing on the addresses provided below:

Name: Pravaig Dynamics Private Limited
Kind Attention: Cynthia Campetto
Address: B-235, Greater Kailash-1 South Delhi South Delhi DL 110048
Email: [email protected]

14.2. Assignment

The Seller shall have the right to assign its rights, responsibilities, and obligations under this Agreement, either wholly or in part, without the express written consent of the other Party. However, the Buyer shall only have the right to assign its rights, responsibilities, and obligations under this Agreement, either wholly or in part, with the express written consent of the Seller.

14.3. Severability

In the event any provision of this Agreement shall be found to be unlawful or invalid such provision shall not render the remaining provisions of the Agreement as unlawful or invalid.

14.4. Waiver

No waiver of any right under this Agreement shall be deemed effective unless contained in writing and signed by the party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under this Agreement.

14.5. Limitation of Liability

The Seller shall not be liable for any incidental, special or consequential damages arising out of this Agreement. The Buyer’s sole and exclusive remedy under this Agreement shall be limited to reimbursement of the Special Pre-Launch Price.

14.6. Privacy Policy

The Buyer shall be bound by the terms of the Seller’s privacy policy (as updated from time to time) which is deemed to be incorporated into this Agreement and can be accessed at https://pravaig.com/privacypolicy.html.

14.7. Force Majeure

In no event shall the Seller be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, pandemic including Covid-19 pandemic, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Seller shall use commercially reasonable efforts which are consistent with accepted practices in the automobile industry in India to resume performance as soon as practicable under the circumstances.

14.8. Entire Agreement

This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all previous writings and understandings, or implications made by either Party at any time, whether orally or in writing.

14.9. Counterpart

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Party.

14.10. Non-Disparagement

After the Effective Date, the Buyer shall not disparage the Seller or any of the Seller’s shareholders, directors, officers, employees or agents.

SCHEDULE II

PRICE AND PAYMENT MECHANISM

1. The Special Pre-Launch Price of the Vehicle shall be INR 39,50,000/- (Indian Rupees Thirty-Nine Lakhs Fifty Thousand only).
2. The Booking Amount payable by the Buyer to the Seller under Clause 3.1 shall be INR 51,000/- (Indian Rupees Fifty-One Thousand only).
3. The Non-Refundable Advance payable by the Buyer to the Seller under Clause 3.3. shall be INR 5,00,000/- (Indian Rupees Five Lakhs only).
4. This purchase price does not include taxes and official or government fees because these taxes and fees are constantly changing and will depend on many factors, such as where the Vehicle is registered, thus they will be calculated closer to the time of delivery and indicated to the Buyer at the time of Delivery. The Buyer shall be responsible for paying these additional taxes and fees. If the Seller is registering the Vehicle, the payment of such taxes and fees shall be due on payment of the Special Pre-Launch Price by the Buyer. If the Buyer is registering the Vehicle, the sales tax and state-applicable registration fees may be due at time of such registration.
5. The payment towards the Booking Amount, Non-Refundable Advance and / or the Special Pre-Launch Price of the Vehicle shall be payable by the Buyer to the Seller in the bank account as provided by the Seller.
6. The payment of the balance Special Pre-Launch Price after deducting the Booking Amount and the Non-refundable Advance shall be paid by the Buyer to the Seller on the Delivery Date.

SCHEDULE III

WARRANTY POLICY

1. The Seller warrants that under the Warranty Policy, Seller undertakes to carry out the necessary remedial work on the Vehicle, battery and powertrain necessitated by any mechanical and/or electrical breakdown, under normal use and maintenance.

2. What is not covered?

2.1. Normal maintenance services including without limitation, cleaning & polishing, injector cleaning, engine decarburizing, engine tuning, oil/fluid changes, filters replenishment, fastener re tightening, adjustments of doors, brake and clutch, wheel balancing, wheel alignment, tyre rotation, head lamp alignment.

2.2. Replacement of parts as a result of normal wear and tear, such as spark plugs, belts, brake pads and brake shoes, brake discs, clutch disc/pressure plate, filters, wiper blades, bulbs, fuses, brushes, hoses, tyre/tube, battery, audio system, audio video navigation (AV, AVN/AVNT), catalytic converter, silencer / exhaust pipe.

2.3. Tie rod ends, steering ball joints, rear shockers, front struts, tail door lifters, front & rear wheel bearings/wheel hubs are not covered beyond __________ kilometers of operation.

2.4. Rubber parts like wheel cylinder kit, all doors weather-strips/ beading's & A/C “O” rings, clutch cable, accelerator cable, speedometer cable & tail door opener cable.

2.5. Leakage of A/C refrigerant.

2.6. Normal aging, deterioration or rusting of plated parts, paint coat, rubber parts, upholstery and soft trim etc.

2.7. Body, paint, glass, interior / exterior trim, exhaust systems and normal wear and tear of any other component.

2.8. Damage or failure resulting from:
(a) Negligence in getting the vehicle serviced within the stipulated kilometers and time period as mentioned in Buyer’s manual and service booklet.
(b) Misuse, abuse (such as racing, overloading, riding over the clutch), accident or collision, theft, flooding, or fire.
(c) Use of improper, adulterated, or insufficient fuel, fluids or lubricants.
(d) Use of parts other than Seller’s genuine parts.
(e) Any device and/or accessories not supplied or not approved by Seller.
(f) Modifications, alterations, tampering or improper repair.
(g) Parts used in applications for which they were not designed or not approved by Seller.
(h) Any repair carried out other than by Seller authorized dealer/service centre.
(i) Slight irregularities not recognized as affecting quality or function of the vehicle or parts, such as slight noise or vibrations, or items considered characteristic of the vehicle.
(j) Airborne fallout, industrial fallout, acid rain, hail and windstorms, or other acts of god.
(k) Paint scratches, dents or similar paint or body damage including colour fading.
(l) Revolution or mutiny, any intentional or mollified act of Buyer or a driver, abuse of the vehicle, negligence.
(m) Action of road elements (sand, gravel, dust, or road debris) which results in stone chipping of paint/glass or damage to any other part.
(n) The vehicle which has been used for any sort of competition, sport and rally, transport for hire of persons or goods, taxi service, short-term or long-term self-drive hire or driving school or any commercial use.
(o) Any vehicle purchased as a taxi under the special excise concessions or/and registered as a tourist taxi with the Transport Authorities.
(p) The vehicle in which the odometer has been tampered with, changed, or been disconnected.
(q) Incidental or consequential damages, including without limitation, loss of time, inconvenience, loss of use of vehicle or commercial loss.
(r) No liability will be accepted for any losses covered under an accidental damage or road risk policy or for any road hazard/fire or accident damage, no liability of any kind exists in respect of third party.
(s) No liability will be accepted for damage caused by neglect, intrusion of foreign or harmful or injurious matter, lack of servicing, overheating, freezing or abuse to the continued use of the vehicle after a fault has become evident or for consequential loss on the failure of parts not covered by this Warranty Policy.

3. No dealer or its/his agent or employee is authorized to extend or enlarge this warranty and no dealer or its/his agent or employee is authorized to make any oral warranty on Seller’s behalf. Seller reserves the right to make any change in design or make any improvement on the vehicle at any time without any obligation to make the same change on vehicles previously sold. Warranty service shall be provided only by Sellers authorized dealers and dealer service branch. Seller’s decision is final and binding on the Buyer of the vehicle in all warranty matters. Seller reserves the right for the final decision on all warranty matters.

4. Buyer’s Responsibilities
4.1. Proper use, maintenance, and care of vehicle in accordance with the instructions contained in the Buyer’s manual and service booklet. If the vehicle is subject to severe usage conditions, such as operation in extremely dusty, rough, more repeated short distance driving or heavy city traffic during hot weather, maintenance of vehicle should be done more frequently as mentioned in Buyer’s manual and service booklet.
4.2. In order to maintain the validity of this Warranty Policy, the vehicle must be serviced by Seller authorized dealer or service centre in accordance with the Buyer’s manual and service booklet.
4.3. Retention of maintenance service records. It may be necessary for the customer to show that the required maintenance has been performed, as specified in Buyer’s manual and service booklet.
4.4. Delivery of the Vehicle along with Buyer's manual and service booklet and warranty certificate during regular service business hours to any Seller authorized dealer to obtain warranty service.

5. Important Note:

5.1. This warranty is transferable to subsequent buyer for the remaining Basic Vehicle Limited Warranty Period or Battery and Powertrain Warranty Period, as the case maybe.
5.2. This warranty has no surrender value, no refund of warranty premium is available, and it cannot be transferred to another vehicle.
5.3. This warranty not applicable on taxi/fleet.
5.4. This Warranty Policy is subject to change/obsolete without any prior notice.
5.5. This Warranty Policy shall be governed by the terms and conditions of the Agreement.