1. SCOPE

All purchase of goods and/or services (hereinafter, respectively, the "Goods" and "Services") by Brown-Forman India Private Ltd., (hereinafter "Buyer") are governed by these conditions of purchase ("Conditions") to the exclusion of all other terms and conditions including any terms and conditions which the supplier or service provider ("Supplier") purports to apply under any confirmation of order specification or similar document and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing. These Conditions, along with a purchase order ("Order") and, where applicable, technical specifications and/or any other related document between the Buyer and the Supplier form the entire agreement between the parties relating to such purchase of goods or services (the "Contract").

Issuance of a written acceptance of the Order or starting to fulfill the Order, will be deemed conclusive evidence of the Supplier's acceptance of these Conditions.

2. SUPPLY OF GOODS

2.1. The Supplier shall ensure that the Goods shall:

2.1.1. correspond to their description and any applicable Goods specification (including any related plan and drawing) as stated in an accepted Order;

2.1.2. if the Supplier is responsible for designing the product, then the Supplier guarantees to the Buyer that all goods delivered to the Buyer based on the Order shall be suitable for use by the Buyer, including use in the Buyer's resulting product.

2.1.3. be of satisfactory quality (including within the meaning of Sale of Goods Act, 1930) and fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, expressly or by implication, and in this respect we rely on the Supplier's skill and judgement;

2.1.4. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery. In the event that the Buyer incorporates the Goods delivered by the Supplier into a new product, which it then supplies to its Buyer, the Supplier shall provide the quality guarantee pursuant to the previous sentence to the Buyer's Buyer as well, for a period of one year from incorporating the relevant item into the relevant product; and

2.1.5. comply with all applicable statutory and regulatory requirements as well as industry standards relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

2.2. The Supplier represents and warrants that the Goods being sold to the Buyer are free and clear of all charges, securities and/or third-party claims of any kind.

2.3. If a specific brand is listed in an Order, the Goods purchased must meet the standard for quality, performance, and use of such brand. If Supplier is willing to supply a product equivalent to the designated special brand, it must first provide Buyer with descriptive literature identifying its brand, including the applicable quality, performance, and specifications If Buyer elects to accept products purported to be equal to the special brand, the Goods may be rejected and dealt with as provided in Article 6 below, if it is determined to be non- conforming.

2.4. The Supplier shall ensure that at all times it has and maintains all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

2.5. Quality Control:

2.5.1. The Buyer or its third party representatives may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

2.5.2. If following such inspection or testing the Buyer considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings under this Article, the Buyer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

2.5.3. If the Supplier has not remediated within 15 days from Buyer's inspection or testing, the Buyer may terminate the Order pertaining to the non-conforming Goods as per Article 7 below.

3. DELIVERIES OF GOODS

3.1. The Supplier shall ensure that:

a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions, if any, and, if the Goods are being delivered by instalments after prior approval of the Buyer, the outstanding balance of Goods remaining to be delivered; and

c) it states clearly on the delivery note any requirement and all relevant instructions for the Buyer to return any packaging material of the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

3.2. The Supplier shall deliver the Goods on the date and place specified in the Order, during the Buyer's normal hours of business, or as instructed by the Buyer separately. Time of delivery is of the essence.

3.3. Delivery of the Goods shall be made DDP and completed upon unloading of the Goods at the delivery location agreed with the Buyer ("Delivery"). Title and risk in the Goods shall pass to the Buyer on completion of Delivery.

3.4. The Supplier shall not deliver the Goods in instalments without the Buyer's prior written consent. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Buyer to the remedies set out in Article 7.

4. SUPPLY OF SERVICES

4.1. The Supplier shall meet any performance dates for the Services specified in the Contract or that the Buyer notifies to the Supplier and time is of the essence in relation to any of those performance dates.

4.2. In providing the Services, the Supplier shall:

4.2.1. cooperate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;

4.2.2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

4.2.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;

4.2.4. ensure that the Services will conform with all descriptions, standards and specifications set out in the Order or otherwise agreed between the parties, and that the deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Supplier;

4.2.5. provide all equipment, tools and vehicles and any such other items required to provide the Services;

4.2.6. use the best quality goods, materials, standards and techniques, and ensure that the deliverables, and all goods and materials supplied and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

4.2.7. obtain and maintain at all times all licenses, permissions, authorisations, consents and permits which may be required for the provision of the Services;

4.2.8. observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer's premises;

4.2.9. not do or omit to do anything which may cause the Buyer to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Buyer may rely or act on the Services.

5. CHANGES TO THE ORDER

5.1. Buyer shall have the right, by giving written notice to Supplier, to make changes in the drawings, design or specifications for the Goods or the method of shipment or packing or the place of inspection, delivery or acceptance.

5.2. Upon receipt of any such notice Supplier shall deliver to Buyer, within fifteen (15) days, a statement showing the effects of any such change in the cost of, or the time required for performance of the changes to the Order and an equitable adjustment shall be made in the price or delivery schedule or both.

6. ACCEPTANCE — CONFORMITY ASSESSMENT

6.1. All Goods purchased hereunder are subject to Buyer's inspection and approval. The parties however acknowledge that the Buyer or its representative is not in a position to check the Goods conformity upon delivery and can only complete a visual inspection of the proper general condition of the packaging used for the transportation of the Goods. Thereafter, upon unwrapping and use of the Goods by the Buyer or by any third party acting on the Buyer's behalf, the Buyer may react to any such non-conformity with the agreed specifications as was not apparent upon the aforementioned visual inspection.

6.2. If the Supplier delivers less than 95% or more than 105% of the quantity of Goods ordered, the Buyer may at its sole discretion reject the Goods or where applicable, the excess Goods. Any rejected Goods shall be returned at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Buyer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

6.3. At the Buyer's request, the proper performance of the Services may be acknowledged in an acceptance certificate, in which Buyer may, where applicable, note any identified non-conformity. The Supplier shall cure such non-conformity in accordance with the terms set forth in Article 7.

7. REMEDIES — FORCE MAJEURE

7.1. If the Supplier fails to deliver the Goods or to perform the Services, as applicable, by the agreed delivery date or in accordance with the agreed specifications and quantities stated in the Order, the Buyer shall, without limiting or affecting other rights or remedies available to it under statute and common law, have one or more of the following rights and remedies:

7.1.1. with respect to late delivery of Goods or late performance of Services: claim or deduct 1% of the price of the Goods/Services for each day's delay in delivery or performance of the Services by way of liquidated damages, if a reported delivery or performance is possible for both parties. In such case, this remedy shall be exclusive in respect of the late delivery or late performance;

7.1.2. with respect to defective or non-conforming Goods or Services and, in addition, to any other remedies available:

a) reject the non-conforming Goods and return or destroy those at Supplier's own risk and expense, and request, at Buyer's election (i) repair of the defective Goods or (ii) replacement with new Goods, or (iii) a full refund for the Goods or (iv) accept to keep the defective Goods against a reasonable price reduction;

b) reject the non-conforming or defective deliverables with respect to Services at the Supplier's own risk and expense, and request the Supplier, at Buyer's election, (i) to provide repeat performance of the Services, or (ii) a full refund of the price paid for the Services;

7.1.3. for any type of defects and in addition to any other remedies available:

a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

c) to recover from the Supplier any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;

d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and

e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier's failure.

7.2. Any claims under this Article shall be settled by Supplier within 14 days after the Buyer exercises its right to the above remedies with the Supplier.

7.3. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier and no delay in exercising a right or remedy shall be considered as a waiver of such right.

7.4. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event"), provided the affected party informs promptly the other party and in any case within ten (10) days of the occurrence of a Force Majeure Event. In such circumstances the non-affected party may grant a reasonable extension of time for performing such obligations, in no event greater than two (2) months, or terminate the contract, without liability to the affected party, if an extension cannot be granted.

8. PRICE — PAYMENT TERMS

8.1. Unless otherwise agreed in writing between the parties, the prices stated on the Order are firm and are not subject to review. No extra charges shall be effective unless agreed in writing and signed by the Buyer. Prices exclude applicable taxes, which the Buyer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid tax invoice.

8.1.1. Prices for Goods include costs of packaging, insurance and carriage of the Goods.

8.1.2. Service charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.2. Unless otherwise agreed in writing by the Buyer, no invoice shall be issued prior to complete delivery of all Goods or completion of all Services ordered. Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including but not limited to the relevant Order number. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately upon agreement with the Buyer.

8.3. The Buyer shall settle undisputed invoices within 45 days from the date of such invoices, by wire transfer to the bank account specified by the Supplier, unless otherwise specified in the Order.

8.4. In case of late payment by a party, the other party shall be entitled to claim penalties at a rate equal as per RBI benchmarking rate or a fixed percentage eg. 12%p.a.at the due date of payment to the defaulting party.

8.5. If Buyer is entitled to a cash discount, the period of computation thereof will commence on the date of acceptance or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date on which an agreed adjustment of price is reached. If a cash discount is made part of the Contract, but the invoice does not reflect the existence thereof, the Buyer is entitled to a cash discount with the period commencing on the date the Buyer determines that a cash discount applies.

8.6. The Buyer may at any time set off any liability of the Supplier to the Buyer against any liability of the Buyer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

9. LIABILITY AND INDEMNITY

9.1. The Supplier shall bear full liability for damages incurred to the Buyer as a result of any failure to perform under these Conditions including any defects in the Goods or deliverables delivered by the Supplier to the Buyer or by breach of the warranty pursuant to these Conditions.

9.2. The Supplier shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with:

9.2.1. any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Buyer materials);

9.2.2. any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the deliverables pertaining to Services; and

9.2.3. any claim made against the Buyer by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.

9.2.4. This Article shall survive termination of the Contract.

10. TERMINATION

10.1. Buyer may, by written notice of termination to Supplier, cancel the whole or any part of an order or exercise any other remedy provided to buyers of goods by law, in any of the following circumstances:

10.1.1. If the Supplier breaches its obligation to deliver the Goods or to perform the Services within the specified time frame or extended time frame approved in writing by Buyer;

10.1.2. if the Supplier breaches any of its other obligations under the Contract or applicable regulations, and fails to remedy such breach within 10 days, or any longer period of time approved in writing by Buyer or any shorter period of time required by the urgency of the circumstances, from the date of receipt of a written notice sent to that end by Buyer;

10.1.3. to the extent permitted by law, if the Supplier is subject to any action, legal proceedings or other measure aimed at the application of (i) a conciliation, ad hoc mandate, safeguard or court-ordered restructuring, or (ii) the Supplier's liquidation or dissolution, or (iii) any event or procedure (howsoever denominated) having an effect equivalent or similar to that of the events listed in (i) and (ii) above.

10.2. Buyer may in its sole discretion, terminate or suspend this Contract at any time subject to atleast 7 days written notice to the Supplier. Subject to Supplier's compliance of the Contract terms, the Buyer's sole obligation and liability under 10.2 shall be (i) to pay to the Supplier for the Goods and/or Services properly supplied by the Supplier upto the date of termination and (ii) to reimburse non-terminable direct third party cost, committed by the Supplier which are supported by reasonable documentation."

11. RIGHTS IN AND TO ANY DEVELOPMENTS AND MEDIA - THIRD PARTY RIGHTS

11.1. During the performance of the Contract, the Supplier may design or put into practice any knowledge, on any medium, whether protectable by exclusive titles (patents, trademarks, drawings, models, blueprints, mock-ups, etc.), or by exclusive rights (software, design, databases, etc.), or not protectable whether by exclusive titles or exclusive rights (know-how, algorithms, unpatented work, etc.) (collectively a "Development"). Any and all intellectual property rights in and to a Development shall become Buyer's exclusive property immediately upon creation of such Development. Accordingly, the Supplier assigns such rights to Buyer. If a Development is protected by copyright, the Supplier irrevocably and exclusively assigns its rights to Buyer as and when such Development is produced. To the extent permitted by law, the scope and purpose of this assignment are not restricted, and Buyer may exercise the assigned rights in any manner whatsoever and in connection with any activity whatsoever, in particular for all needs related to its current and future activities. The rights so assigned include the right to use, reproduce, adapt, perform and market all or part of the Development, by using any means or medium, in any form whatsoever, whether known or unknown, present or future, at the time of performance of the Order. Such copyright assignment is made for the entire world and for the statutory protection period of the rights related to the Development. In the event that the Supplier holds any moral right attribute in and to the Development, to the extent permitted by law, the Supplier waives any right to use any component of its moral rights, if any, or to institute any action against Buyer or any third party, in order to assert any of the components of any such moral right and in particular any right of disclosure, paternity, integrity and compliance with the work. The compensation for any assignment made under this Article is included in the price payable under the Contract. The Development is deemed a confidential item of information held by Buyer and may not be disclosed to any third party or used by the Supplier or by any third party unless with Buyer's prior written consent.

11.2. The Supplier warrants that the supply or use of the Goods and/or Services does not breach any right held by any third party.

11.3. Any material, equipment, design, model, matrix, mould or other item supplied by Buyer to the Supplier (the "Media") shall remain Buyer's property and shall be used by the Supplier at its own risk. The Supplier shall maintain the Media in good condition (subject to wear and tear) and shall return the same when delivery of the Goods or supply of the Services provided for in the Contract has ended, or whenever requested by Buyer. The Supplier shall use the Media and Developments solely with a view to the performance of the Contract. Any risk of loss of or damage to the Media shall be borne by the Supplier from their being shipped to the Supplier until they are returned to Buyer and accepted by it. The Media shall be stored separately by the Supplier and shall be marked as Buyer's property. Buyer does not give any warranty of any nature whatsoever in relation to the Media. Improper use for performance outside of scope of the Contract, incorrect storage or unauthorized assignment of the Media by the Supplier, its employees, its officers or any of its third-party representatives, shall be deemed as a breach of this Article and subject to termination as per Article 10, without prejudice to any other remedies available to the Buyer.

12. INSURANCE

12.1. During the term of this Contract, and for a period of two years thereafter; the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract with value of agreeable value and statutory workers compensation insurance.

12.2. The Supplier shall, on Buyer's request, produce both the insurance certificate giving details of coverage and the receipt for the current year's premium in respect of each insurance and such insurance will not be cancelled without 30 days advance notice to Buyer. Buyer may withhold payment until such evidence is provided.

13. ASSIGNMENT

The Supplier is not entitled to assign any Contract with the Buyer or any right or obligation established thereunder to a third party without the Buyer's prior written consent.

14. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

14.1. In performing its obligations under the Contract, the Supplier shall (a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and (b) comply with the mandatory policies of the Buyer, as notified to the Supplier from time to time. In particular, the Supplier will comply with the United States Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-corruption laws and regulations (collectively, "Anti-Corruption Laws") in performing its obligations under any Contract. In connection with the relationship covered by these Conditions, the Supplier will not take any action that would violate, or would cause the Buyer or any companies from its group ("Brown-Forman") to violate, the Anti-Corruption Laws. Without limiting the foregoing, Supplier has not made, nor will make, any direct or indirect offer, promise, or authorization of a bribe, kickback, payoff, or any other payment, nor has it given anything of value in order to improperly influence anyone to exercise their authority or influence in order to obtain or retain business for Brown-Forman or to direct business to any other person.

14.2. Buyer is committed to human rights and strives to partner with suppliers that share our commitment. For more information please visit our website at www.b-f.com and reference our Supplier Guiding Principles with respect to human rights.

15. ADVERTISING

The Supplier is not entitled to mention the Buyer in any way in any of its advertising materials without the prior written consent of the Buyer.

16. CONFIDENTIALITY AND DATA PROTECTION

16.1. With respect to any information concerning the other party and/or its group of companies, to which a party had access in the course of the negotiations and of their business relationship (including, without limitation, prices, promotions, discounts, products information, designs, drawings), each a "Confidential Information"), each party undertakes to:

16.1.1. only use the other party's Confidential Information for the purpose of performing its obligations and exercising its rights under these Conditions;

16.1.2. keep the other party's Confidential Information secret, safe and secure; and

16.1.3. not disclose the other party's Confidential Information to any other person than its officers, directors, employees and professional advisers and, in our case, our agents and subcontractors, who need access to that Confidential Information so that it can perform its obligations and exercise its rights under the Contract and are bound by the same confidentiality obligations as the party.

16.2. Voluntary disclosure of Confidential Information or the non-respect of Article 16.1 above is deemed as a breach of Contract and may be subject to Article 10 termination. Each party acknowledges and agrees that damages alone would not be an adequate remedy for breach of this Condition by that party. Accordingly, the other party will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) and to any remedies available to a trade secret holder for any breach or threatened breach of this Condition by the breaching party.

16.3. Each party shall be an independent data controller in respect of any personal data that they may process in the performance of an agreement under these Conditions, unless the Services require personal data processing. In such a case and if a party will be considered as processor, they shall enter into a separate data processing agreement. Each party warrants that it shall at all times comply with the applicable data protection legislation.

17. GENERAL

17.1. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements promises, assurances, warranties, representations and understandings between them, whether written or oral, pertaining to its subject matter.

17.2. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.

17.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this article shall not affect the validity and enforceability of the rest of the Contract.

Governing Law

This Contract shall be governed by the laws of India and each party irrevocably agrees that the courts of Gurugram, Haryana shall have the exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation."