Dated: 5/12/2012 Offer no.

SFE-N-12-64 R0 To, M/s NDPL Delhi

SUBJECT: OFFER FOR ETC OF 6NOS. 33kV SF6 CB PANELS A. TERMS & CONDITIONS: 1) DETAILED SCOPE OF WORK: Our price is based on the scope of works described below. Any additional quantity of items/material or change in scope of works shall have price implication. The equipment to be supplied under the contract, as well as the prices, the terms of delivery, and the technical guarantees shall be as specified in the additional parts of the offer. Item or work not expressly referred to therein shall be charged for separately. SCHEDULE OF QUANTITIES Sr. No Description A A1. 33KV HT panels ETC OF HT PANELS

Unit

Qty

Nos

6 nos.

Comments & Deviations: Foundation work or any civil work is not in our scope. Approval from any external agency/Electrical Inspector is not in our scope. Receipt, Unloading, Storage of new panels on site shall not be in our scope Only ETC work will be in our scope Our prices do not include any training & spare parts. Supply of missing items is excluded from our scope. Cable laying & termination is excluded from our scope Connection with DCS/SCADA etc is excluded from our scope 2) PRICES As per Annexure A The prices are firm for the total offered equipment. It is valid for a global order of all items together, with the quantities mentioned. Any partial order will authorize the SELLER to revise prices and conditions.

In the event of any deviation from the time schedule for any reason beyond Sellers control, or in the event the contract does not come into force within the validity period of the present offer, the SELLER will be entitled to update all prices.

3)

PAYMENT TERMS AND CONDITIONS BUYERs payment of the purchase order / contract price shall be in accordance with below terms and conditions: (i) Advance Payment Twenty percent (20%) of the contract price shall be paid as advance, latest within fifteen (15) days of the final contract or purchase order date whichever is earlier. (ii) Against Shipment Balance Eighty percent (80%) of the contract price within 15 days of work completion on pro-rata basis. If payment of any sum payable delayed, Schneider Electric Infrastructure Ltd (The SELLER) shall be entitled to receive interest of the amount unpaid during the period of delay. The interest shall be at a weekly rate of 0.5% of the contract value. Our Bank details are : Name of Account Holder Schneider Electric Infrastructure Ltd. BANK CITIBank N.A. Address Jeevan Bharti, Connaught Place,New Delhi -110001 Account no. 0520552014 IFSC CITI0000002 SWIFT/IBAN - CITIINBX

4)

TAXES & DUTIES Service Tax shall be charge extra @ 12.36% on Service Price

5)

DELIVERY Completion time- Within 30days of receiving clear site, any delay due to non availability of shutdown will not be attributed to us. PACKING Not applicable

6)

7)

GUARANTEE Not applicable

8)

DELAY IN DELIVERY

Not applicable 9) FORCE MAJEURE The related clauses of ICC-Publications Nr. 650 shall be considered in our offer /contract as cases of Force Majeure. 10) TECHNICAL SCHEDULE The technical schedules submitted in this offer shall apply. 11) STANDARDS The equipment to be supplied in accordance with the technical part of the tender shall be manufactured and tested in accordance with IEC. 12) PERMITS, LICENCES, ETC The BUYER shall be responsible for obtaining all licenses, permits and authority approvals inside the BUYER's country in due time necessary for the contract and the performance thereof. 13) CUSTOMS DUTIES, IMPORT FEES, TAXES, ETC Except as specifically provided elsewhere in these conditions of supply, any duty or tax on any payment to the BUYER or on the goods or the contract or on the equipment, property or activities of the SELLER, its subcontractors or any of their respective employees in relation to the contract levied outside the country of the SELLER is not included in the contract price and shall be for the account of the BUYER. Any such duty or tax or any interest or penalty in respect of late payment shall be paid by the BUYER directly to the appropriate authorities, or, where the SELLER elects to pay the same, the BUYER shall promptly compensate the SELLER for the full amount of any such payment made. 14) CHANGE IN LAWS, REGULATIONS, INDUSTRY CODES AND STANDARDS Any change in applicable laws and regulations inside the BUYER 's country and/or in applicable codes and standards after signing of the contract shall be considered as change order from the BUYER and shall entitle the SELLER to adjust the contract, in particular the prices as per clause 3 hereof, and the term of delivery accordingly. 15) INDIRECT, CONSEQUENTAL DAMAGES. SELLERS MAXIMUM LIABILITY FOR DEFAULT AND ACCIDENTS AND DAMAGE SELLER 's liability shall be strictly limited to the obligations specified in the contract . They shall in no case be liable whether by way of indemnity or in contract, guarantee, tort or otherwise for any special, incidental, indirect or consequential loss or damages of any nature such as, but not limited to loss of profit, loss of production, loss of contract, loss of revenue or loss of use.

Any penalties or damages or whatever sanction stipulated by the contract shall be considered as liquidated damages and shall be the sole liability of the SELLER.

16)

LANGUAGE English shall be the language of the Tender and the Contract and will prevail over any translation, if any.

17)

LAW APPLICABLE, ARBITRATION Any controversy, claims or disputes arising out of or in connection with this agreement or the breach thereof, which cannot be settled amicably by the parties, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The exclusive venue and place of arbitration shall be India. The contract shall be governed by Indian Law and the award of the arbitrators shall be binding both parties. Each Party shall bear its own expenses, and the costs and fees of the arbitration shall be born as allocated by the Arbitrator. However, the SELLER, at its own discretion, shall also be entitled to bring an action before the Courts at the place of the registered office of the BUYER. Once such action brought to the Courts by the SELLER, none of the parties shall be allowed to apply for any arbitration. In case the BUYER and the SELLER belong to the same Sector and/or Group of Companies, then any disputes which can not be settled amicably by the parties shall be submitted to the President of the T&D Sector or the Group, for final settlement.

18)

PASSING OF RISK Unless it is not specified otherwise, by either defining expressly or referring to INCOTERM; the risk will pass over to the BUYER as soon as the Goods leaves the works or premises of the SELLER or his subcontractor, or is placed at the BUYERs disposal at such works or premises. If a pricing is based on INCOTERM 2000, including the supplements valid at the time of conclusion of the contract, then such regulations and rules of INCOTERM will apply for passing of risk. Should dispatch be delayed at the request of the BUYER or due to reasons beyond the SELLER's control, the risk is transferred to the BUYER upon notification of readiness for dispatch. The SELLER then will be entitled to store and insure the Goods, at the account and risk of the BUYER.

19)

CONFIDENTAL TREATMENT AND SECRECY SELLER shall retain the ownership of its studies, drawings, models and any documents issued communicated to BUYER, or of which BUYER may have had knowledge in fulfillment of this contract. Such information and documents may be used only by the BUYER exclusively for execution of the contract. These documents and information shall be treated as confidential and shall not be

distributed, published or generally communicated to any third parties without prior express permission in writing by the SELLER. 20) RESERVATION OF TITLE OR OWNERSHIP The Goods shall remain the property of the SELLER, until all debts owing to the SELLER or to be created in the future and arising from the business connection with the BUYER have been paid in full and the Goods are delivered to the BUYER. The SELLER agrees not to transform, capitalise, pledge or resell the Goods until above mentioned debts have been fully paid, except in case of prior express permission thereof granted by the SELLER. The BUYER shall at the request of the SELLER assist him in taking any measures necessary to protect the SELLERs title to the Goods in the country concerned. With respect to the case of resale of the goods; in any condition whatsoever; the BUYER agrees to assign and assigns to the SELLER by way of security, at the conclusion of the supply contract and effective up to the time of payment of all debts owing by the BUYER to the SELLER, any claims against the BUYERs customers, which may have arisen or arising in future from the resale, and undertakes to notify the SELLER at his request of the names of third party debtors and of the amount of the debts owing by these to the BUYER. As long as the BUYER complies with his payment obligations and no detrimental change occurs in his financial standing, the SELLER will not collect the debts assigned. If the reservation of the ownership, in the foregoing form, is not effective under the law of country of destination, the BUYER must cooperate in establishing similar security right complying with the provisions of his country, in favor of the SELLER. The reservations of title shall not affect the passing of risk. 21) SUSPENSION AND TERMINATION

21.1 Suspension If the BUYER fails to make any payment when due or perform on time any of its other obligations under the contract: The SELLER shall be entitled to suspend performance of the contract until the failure is remedied; The time for performance of the contract by the SELLER shall be extended accordingly; Any cost (including financial cost and storage) thereby incurred by the SELLER shall be paid by the BUYER. If performance of the contract is for any reason suspended and such suspension continues for more than 4 months the SELLER shall be entitled at any time during that continued suspension by not less than 30 days' written notice to terminate the contract forthwith, in which event the provisions of the termination clause below shall apply. 22) Termination

In case of termination of the contract in whole or in part under any sub-clause of the present General Conditions, the BUYER shall pay to the SELLER without prejudice to any other remedy the SELLER may have: The outstanding balance of the contract value of the goods and services which have been duly delivered or performed; The costs incurred by the SELLER: up to the date of termination in performing work on goods and services which are not then in a deliverable status, plus a reasonable sum to compensate the loss of profit.

The Contract / Purchase Order can not be suspended or terminated, payments, acceptances, deliveries or any part of the works can not be held or stopped by the BUYER for any reason whatsoever, except with the written consent and sufficient compensation of the SELLER for such changes of Purchase Order / Contract. 23) BANKRUPTCY

If the BUYER becomes bankrupt or insolvent or makes any agreement with its creditors compounding debts or if, being a limited company, any proceedings are begun in respect of it applying for the appointment of a liquidator, administrator, receiver or similar official for it or all or any substantial part of its assets or seeking an order of relief against it as debtor or under any law relating to insolvency, readjustment of debt, reorganization, administration or liquidation, the SELLER may at any time by written notice terminate the contract forthwith, in which event the provisions of the termination clause above shall apply. 24) ACCEPTANCE

If the equipment is to be erected or installed under the supervision of the SELLER, specialists, the BUYER, or its representative shall carry out acceptance of the equipment erected or installed at the location specified in the order and shall issue an acceptance certificate therefore to the SELLER. However, acceptance of the equipment shall be deemed complete at the first of the following dates: The day of first utilization by the BUYER. 15 days after issue to notice to the BUYER to carry out acceptance.

If provision is made for acceptance of the equipment in the plant of the SELLER or its agents suppliers, or subcontractors, acceptance shall be deemed complete 15 days after the SELLER has issued notice to the BUYER to carry out same. Similarly the drawings and technical documentation should be approved by the BUYER within maximum 15 days after the submission, after this date the approval shall be deemed provided and the SELLER will be entitled to proceed with the manufacturing accordingly. However in any case, if the manufacturing and delivery schedule is effected or postponed due to delay of the BUYER in approving the documents or providing the acceptance of the equipment, then the SELLER shall have the right to charge any and all costs, expenses and penalties that maybe incurred due to the interruptions and delays in the Equipments and in his general manufacturing and delivery schedule, as well. 25) COMING INTO FORCE OF THE CONTRACT

The contract will come into force as soon as all the following conditions are fulfilled:

Signing of the Contract by the parties, Receipt of all advance payments and payment securities by the SELLER Clarification of all main technical characteristics and obtaining of all commercial permits.

ANNEXURE- A: Price Schedule

Sr. No A A1.

Description 33KV HT panels ETC OF HT PANELS

Unit

Qty

Unit Price(INR) 56,000/3,36,000/-

Nos

6 nos. Total

Amount in Words : Rupees Six Lacs Thirty Six Thousand Only