A] Delivery, Installation and Site Schedule: All Wave AV Systems undertakes to ensure its best efforts to complete the assignment for Client within the shortest timelines possible. Project Schedule and Site Requirements

2. Delivery Terms Duty Paid INR – free delivery at site Direct Import – FOB OR EX-WORKS OR CIF.

NOTE: In case of Direct Import quoted price is exclusive of custom duty and clearing charges. In case these are applicable (for Direct Import orders) they are to borne by Client Cable quantity shown is notional and will be supplied as per site requirement and would be charged Measurement + 10% which will account for bends curves end

3. Deliveries Procedures: All deliveries will be completed within 6-8 weeks of the receipt of a commercially clear Purchase Order from Client. All Wave AV Systems will provide a Sales Order Acknowledgement detailing the delivery schedule within 3 days of receipt of this Purchase Order. Equipment will be delivered in a phased manner as delivery times for various vendors/products differ. However All Wave AV Systems will make all efforts to complete Multiple Way bills If required to be given along with the P.O. 4. Implementation roles: All Wave AV Systems shall complete all aspects of implementation – including design, procurement, installation, programming and documentation – within 12 weeks of release of receipt of advance payment. Client will ensure that the site is dust-free, ready in all respects and is handed over to All Wave AV Systems within 8 weeks of issue of purchase order so that the above schedule can be met.

Schedule of Payment

B] Payment Terms

NOTE: Delay in release of advance payment may alter the project schedule and equipment delivery. In the event the project is delayed beyond 12 weeks on account of site delays etc or any circumstance beyond the direct control of All Wave AV Systems. An additional labour charge @ Rs. 8000 + Service Tax per day will apply.

C] Validity

Offer Validity :- 15 Days & post 15 days the prices will be variable as per the current market rates.

1.  In case of Direct Import Orders on Quantum AV PVT Ltd

Consolidation of one or more shipments in a 3rd country permissible only if client takes responsibility of local documentation and bears consequent costs – not included in this proposal. Brand-wise delivery period will vary and will depend on the release date provided by the respective manufacturers. PO value for any brand should be minimum US$ 10,000, else an additional transaction / freight cost will be applicable . Customs clearance and DO charges to be borne by client. All local charges (Charges collect fees + DO charges + Break bulk fee + EDI/CMC charges + Cartage KLM. etc) are to be borne by Client. Certificate of origin is not mandatory document for custom clearance, hence will not be provided by us. Client to submit relevant exemption certificates pertaining to Customs duty, Octroi & other Levies along with PO (SEZ, STPI, Other) Billing / Delivery address to be mentioned in PO.

E] Cable Estimates

At this time All Wave AV Systems has provided Client with a provisional estimate for the various types of cabling required during the course of the project. However, this estimate can vary slightly or significantly depending upon the finalized layouts. Total Chargeable Cable Quantity = Physical measurement of cable distance + 10% additional cable length on account of bends, curves, end termination etc.

D] Placing a Purchase Order

1. In case of Duty Paid INR:

Order should be placed on All Wave AV Systems Pvt. Ltd. 420/A, Shah & Nahar Industrial Estate, Lower Parel West, Mumbai- 400013, INDIA.

F] Order Changes

All Wave AV Systems appreciates that there may be some changes required by Client to the Scope of Work outlined in this document at a later stage and is committed to meeting these requirements.

However, Client recognizes that this may require significant additional resources in terms of materials or time of All Wave AV Systems’ specialists and may therefore require an additional scope to be defined and some additional charge.

1. Any additions to the Project scope need to be detailed with a Change Order or a separate Scope of Work.
2. All Change Orders must be in writing setting forth the details of the modification and any adjustments to the price, delivery schedule, payment schedule, services, and acceptance tests and criteria.

G] Restocking / Cancellation Fees:

Client recognizes that any cancellation of orders already placed may cause an irrecoverable loss to All Wave AV Systems and therefore may involve extra charges:

1. Cancellation may involve a charge of upto 50% re-stocking / cancellation fees + shipping costs and additional charges.

H] Warranty

All Wave AV Systems is committed to replace or repair any defective part that needs replacement or repair by the reason of defective workmanship or defects, brought to our notice during the warranty period.

A Comprehensive 12 month Warranty on all equipment provided from the date of handover. A Limited Period Warranty on certain consumables, which includes Warranty on the Projector Lamp (450 hours of use or 90 days from purchase whichever is earlier) and warranty on other consumables like Filters and Touch Panel Battery (90 days). Further extension in warranty can be provided by All Wave AV Systems by way of a separate Maintenance Contract (at an additional cost).

However, Client understands that the warranty cannot be applicable in the following situations:

Power related damage to the system on account of power fluctuations or spikes. The equipment should always be used through a stabilized power supply / online UPS. Accident, misuse, neglect, alteration modification or substitution of any component of the equipment. Any loss or damage resulting from fire, flood, exposure to weather conditions and any other force majeure/ act of god.

Exclusions and Dependencies

The Scope of Work described in this SoW does not include the following items of work, which need to be arranged by Client on site: Civil work like cutting of false ceiling, chipping etc. Electrical work like laying of conduits, raceways, providing stabilized power supply with zero bias between Earth and Neutral to all required locations Carpentry work like cut-outs on furniture etc. Connectivity for Electric Power, LAN, Telephone, IP (1 Mbps) and ISDN (1 Mbps) & Cable TV points where necessary and provision of power circuit for AV system on the same phase Ballasts (0 to 10 volts) in case of fluorescent dimming for lights Shelves for mounting devices (in case supply of Rack isn’t in the SOW) Adequate cooling/ventilation for all equipment racks and cabinets.

Storage and Insurance

Client accepts that the safety of the materials on site cannot be assured by All Wave AV Systems and undertakes to:- Provide storage space for materials in a secure, clean, termite free and dry space. This is essential to protect the equipment during the implementation stage. Organize Insurance (against theft, loss or damage by third party) of materials at site. During the period of installation, any shortage of material due to pilferage, misplacement etc. at site would be in client’s account. Further, if due to storage at site / warehouse for prolonged periods, refurbishment of the equipment is needed due to natural aging, the same will be in client’s account.

Project Commissioning

This section explains the procedures that will be followed post implementation – when commissioning and handing over the site to Client . Acceptance Test Procedures (ATP) This will be conducted by All Wave AV Systems along with the Client team as part of the System Handover and follows standard ATP procedures established by All Wave AV Systems. Client to authorize one person who would be part of this testing and will sign- off the ATP report / Handover documents. The features and functionalities that are part of this specific project SOW only will form a part of this ATP. Any deviation/additional testing will be conducted, provided the same is in line with standards and after mutual discussion. ATP and Handover documents to be signed within 3 days of project completion, including resolution of all snags. In case a certain area / room has an outstanding snag, Client to sign-off on the other working area’s so the project can go live. In the event that the ATP and Handover documents are not signed within 7 days of project completion, including resolution of all snags, the handover will be deemed completed and warranty period will automatically commence within 7 days. Project Documentation All Wave AV Systems will submit comprehensive site documentation containing As-Built Drawings, System Schematics, User Manual and support / escalation related information (1 set hardcopy) All Wave AV Systems may refer to Client as our Client and describe the project undertaken in communication initiatives for Clients and/or prospects. System Configuration Changes Minor Programming changes can be made by the All Wave AV Systems team for up to 30 days after handover. However rewiring and equipment changes may entail an additional charge.

Training

All Wave AV Systems will provide various stakeholders at Client with the training necessary to operate and maintain the equipment and facilities provided on completion of the implementation. The training stage will cover: User Training on the features, functions and usage of the installed AV system Maintenance Training for the appropriate personnel on the first level of maintenance required. Sign-off from Client will take place on completion of the above-mentioned modules.

Other Items

All Wave AV Systems is dependent on timely response and cooperation from the team at Client in order to meet the schedule outlined in this document. Therefore Client undertakes to provide All Wave AV Systems with: The necessary co-operation needed from the other site contractors to ensure smooth and timely functioning of work. Prompt and adequate responses to All Wave AV Systems’ requests for information / approvals related to the services to be performed under this SOW. In case the site interior work has been completed around the time the PO is released on All Wave AV Systems, Client to ensure that necessary and timely co-operation is extended by all concerned vendors to facilitate smooth and quick completion of the site by All Wave AV Systems. In the event that All Wave AV Systems has made a request and Client has not responded in reasonable time with the requested information, the All Wave AV Systems Project Manager may issue a “Final 30-Day Project Notice” (“Final Notice”) to Client . If Client does not respond as requested to the Final Notice, All Wave AV Systems shall be relieved of any further obligations which have not been completed under the SOW. All costs and services fees associated with the SOW shall be considered earned in full as of the expiration of the thirty (30) day period. Any services requested by Client following the expiration of the thirty (30) day period will require Client and All Wave AV Systems to execute a new SOW and Client would be responsible for any additional services fees contemplated there under, even if listed in the original SOW.