Purchase Order Terms and Conditions

PO T &C customized for customer backed procurement.

a) Radisys India Limited (“Radisys”) shall remit payment within 90 (ninety) days from the date of receiving an undisputed invoice, unless expressly stipulated otherwise within the payment terms column of the PO. Any disputes arising from the invoice must be raised within fifteen (15) days from the date of invoice receipt.

b) All goods and services provided under this Purchase Order (“PO”) shall be subject to inspection and testing by Radisys at any time and location specified by Radisys. Final approval and inspection by Radisys must occur within a reasonable period following delivery. Radisys retains the right to request replacement of any goods or services not adhering to specified instructions, requirements, drawings, data, or Supplier's warranty (expressed or implied), or for delayed delivery; in such instances, Supplier is obliged to promptly replace the goods or services in accordance with the applicable warranty terms and other conditions. If replacement is not initiated, Supplier is obliged to reimburse Radisys or choose the set-off option. Moreover, if an advance payment is made to Supplier and the performance obligation under the PO remains unfulfilled, Radisys retains the right to recover the advance from any sums due or liable to be received by Supplier, with reimbursement occurring within 7 days of the raised demand. For the avoidance of doubt, payment for any goods or services shall not be construed as deemed acceptance.

c) Time is of the essence in the performance of this PO. If the specified delivery date cannot be met,  Supplier must immediately notify Radisys. In such a circumstance, Radisys may, at its sole discretion, choose to either terminate the PO or impose liquidated damages at a rate of 2% per day, capped at a maximum of 20% of the total PO value.        

d)  Radisys may issue a written notice of default to Supplier upon the occurrence of a material breach and/or default  of any covenant, warranty or provision of this PO. Radisys shall give Supplier forty-five (45) days from receipt of notice to cure any  such default/material breach. If Supplier fails to cure such default/material breach within the timeframe allowed, Radisys may, at its option and in addition to any other remedies it may have available, cancel and terminate this PO.           

e) Radisys reserves the right to set off any outstanding amounts owed by Supplier against any sums due to Supplier under this PO, as well as any other amounts payable under different PO. Any such setoff shall be communicated in writing to Supplier, providing explicit details of the specific amounts being offset and the corresponding reasons for the setoff.

f) In the event this PO expires or is terminated for any reason, Supplier will receive all amounts due for goods or services ordered and delivered to Radisys prior to such termination and accepted by Radisys.

g) Supplier shall indemnify, defend, and hold harmless Radisys, its officers, directors, employees, contractors, agents, affiliates, and customers (the "Radisys Indemnitees") from any and all damages, claims, reasonable costs, and reasonable expenses incurred or asserted against any Radisys Indemnitees, of any kind or nature, arising from acts or omissions, as well as any breach and/or nonperformance by  Supplier, its agents, employees, or contractors in connection with the performance of this PO.

h) In no event shall Radisys’ total aggregate liability under this PO exceed the amount of unpaid fees and expenses payable under this PO to Supplier in respect of services or goods already rendered or supplied, even if Radisys is advised of possibility of such damages.

i) Radisys shall retain the right to audit Supplier's books of account pertaining to cost components associated with the issuance of the PO for a duration of 8 years from the date of its issuance. This includes examining the detailed breakdown structure and requesting any necessary information deemed relevant by Radisys.

j)  This PO is governed by Indian law, with exclusive jurisdiction held by the courts in Bangalore for all matters concerning it. In case of disputes, both Parties' designated senior executives will endeavor to resolve the matter within sixty (60) days. If unresolved, the dispute will be settled by a mutually agreed sole arbitrator, following the Arbitration and Conciliation Act, 1996 (as amended), in Bangalore, using English as the language. The arbitration proceedings shall remain confidential, and the arbitrator's decision will be binding.