Terms & Conditions
India

Customer Terms & Conditions - Equipment Only - India

Toyota Automated Logistics India Private Ltd (“TAL”), provides these Customer Terms and Conditions (“Customer Terms”) as baseline terms applicable only when the parties have not executed a separate master services agreement, system agreement, or other negotiated agreement signed by both parties (each, a “Negotiated Agreement”). If a Negotiated Agreement exists, it controls to the extent of any conflict and these Customer Terms apply only to the extent not inconsistent with the Negotiated Agreement.

1. Formation; Order of Precedence

   1.1 Formation. These Customer Terms govern TAL’s sale and provision of equipment, software, and services (collectively, “Work”) to the customer identified in the applicable proposal, quotation, order, or statement of work (“Customer”).

   1.2 Customer Purchase Orders. Any pre printed or standard terms contained in a purchase order or similar document issued by Customer are expressly rejected and shall have no force or effect, provided that TAL may accept a purchase order solely as a commercial document confirming quantities, pricing, or delivery, and not as a source of contractual terms.

   1.3 Order of Precedence. In the event of any conflict, the following order applies: (a) any Negotiated Agreement; (b) TAL’s Proposal or applicable statement of work expressly incorporating these Customer Terms; and (c) these Customer Terms.

2. Scope of Work

   The scope, pricing, milestones, delivery dates, and acceptance criteria for the Work will be set forth in TAL’s Proposal or applicable statement of work accepted by Customer (either, a “SOW”). TAL will perform the Work in a commercially reasonable manner consistent with the SOW.

3. Pricing; Payment; Taxes

   3.1 Pricing. Prices are as stated in the SOW and are exclusive of taxes unless expressly stated otherwise.

   3.2 Payment Terms. Invoices are due net-thirty (30) days from invoice date unless otherwise stated in the SOW. Credit card orders over $5,000.00 will have a service fee of 3%. For any payment that is past due, TAL shall also have the right to assess Customer an interest penalty of the greater of 1.5% per month prorated, or the highest rate permitted under applicable law. TAL may also suspend performance for undisputed late payments.

   3.3 No Set-Off. All payments due to TAL shall be made without set off, deduction, or withholding for any reason, including for any alleged defects, disputes, or claims except for withholding of taxes as mandatory under the Indian Income Tax Act.

   3.4 Taxes. Customer is responsible for all applicable sales, use, value added, GST, withholding, or similar taxes, excluding taxes on TAL’s income.

4. Shipping and Handling; Risk of Loss; Title

   Shipping, freight, insurance, handling, and related logistics charges (including customs, duties, tariffs, and similar import or export charges) are not included in this quote and will be billed separately to Customer in accordance with TAL’s standard practices. TAL may arrange transportation and delivery on Customer’s behalf. Risk of loss transfers to Customer upon delivery of the equipment to Customer’s designated site. Title transfers to Customer upon the later of delivery or payment in full.

5. Acceptance

   Acceptance will occur as specified in the SOW. If no acceptance procedure is stated, acceptance occurs upon delivery or first beneficial use, whichever occurs first.

6. Warranty

   6.1 Warranty Period. The Warranty Period for SOW shall be twelve (12) months from the date of delivery of Equipment (or in the event of a system, from Go Live), unless otherwise agreed upon in the SOW. “Go Live” is the date upon which, for the first time, a system processes actual orders.

   6.2 Limited Warranty. During the Warranty Period, TAL warrants that the Equipment will materially conform to the agreed specifications when used as directed.

   6.3 Exclusions TAL shall not be responsible for normal wear and tear; misuse or abuse; use in corrosive or abrasive environments; failure to perform recommended preventive maintenance; unauthorized modifications.

   6.4 Exclusive Remedy. This warranty is limited to the cost of the equipment component replaced and does not include the cost of labor to remove and replace any defective equipment components.

   6.5 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE EQUIPMENT (AND ANY SOFTWARE EXPRESSLY PROVIDED WITH SUCH EQUIPMENT) ARE BEING PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Maintenance and Support Services

   Maintenance and support services, if any, are governed exclusively by a separate maintenance or support agreement. Warranty coverage does not include ongoing support unless expressly stated.

8. Confidentiality

   Each party will protect the other’s confidential information using reasonable care and use it only to perform under the SOW. If the Parties have separately entered into a Mutual Nondisclosure Agreement, the terms and conditions of such Mutual Nondisclosure Agreement shall prevail.

9. Proprietary Information; Intellectual Property

   All SOWs, specifications, drawings, designs, documentation, and other materials provided by TAL are confidential and proprietary and remain the property of TAL. Customer may use such materials solely for purposes of evaluating and, if applicable, operating the equipment purchased from TAL, and may share them internally on a need to know basis. Customer shall not disclose such materials to any third party, including competitors, integrators, or consultants, without TAL’s prior written consent.

   TAL retains all right, title, and interest in and to its intellectual property, including all designs, drawings, specifications, concepts, documentation, software, and know how provided in connection with any SOW, whether or not such materials are delivered in tangible or electronic form. Nothing herein shall be construed as a sale or transfer of TAL’s intellectual property rights.

   To the extent any TAL software is provided with equipment, TAL grants Customer a non exclusive, non transferable, limited license to use such software solely for Customer’s internal operation of the applicable equipment. Customer may not copy (except for archival purposes), modify, decompile, reverse engineer, or otherwise attempt to derive the source code of any TAL software.

10. Termination Rights.

    10.1. Termination for Breach. Either party may terminate an SOW governed by these Customer Terms upon written notice if the other party materially breaches these Customer Terms or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice describing the breach.

    10.2. Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or becomes subject to a receivership or similar proceeding.

    10.3. Cancellation. Customer may cancel an order for convenience prior to shipment upon written notice; however, Customer shall remain responsible for payment of all amounts incurred by TAL prior to or as a result of cancellation, including costs for equipment, materials, committed supplier charges, and associated profits up to the date of cancellation.

    10.4. Final Sale; No Return. All sales are final. Equipment and spare parts are non returnable and non refundable once shipped, unless otherwise expressly agreed in writing by TAL.

11. Limitation of Liability

    In no event shall either party be liable to the other party, its employees, agents, subcontractors, contractors, invitees or any third Party for any amount or damages in excess of the total price paid or payable under the applicable SOW giving rise to the claim. For the avoidance of doubt, the foregoing limitation applies on a per-SOW basis and shall not be aggregated across multiple SOWs. Neither Customer nor TAL shall have any liability to one another or to any third party(ies) for any indirect, incidental, commercial or economic loss, special, punitive, or consequential damages whatsoever arising out of the SOW or Work provided hereunder, including without limitation, damages for loss of business profits, business interruption, loss of business information, loss of data, loss of use, loss of production, or any other pecuniary loss.

12. Force Majeure

    Neither Party shall be liable for any delay or default caused by a Force Majeure event. “Force Majeure” is any delay that results without fault or negligence on the part of either Party and which is due to causes beyond either Party’s control which may include but is not limited to: acts of God or public enemy, terrorism, any preference, priority or allocation order issued by the government or any other act of government, fines, floods, strikes, terrorist actions, disease pandemics, embargoes, unusually severe weather, market failures and delays of vendors and subcontractors of TAL’s due to such causes. This defense would not be applicable for liability to make payment to TAL towards the purchase.

13. Cybersecurity; Data Privacy.

    Each party represents that it uses commercially reasonable administrative, technical, and organizational measures designed to protect its business communications and confidential information against unauthorized access or disclosure.

    To the extent TAL receives business contact information in connection with quotations, orders, or invoices, TAL will use such information solely for legitimate business purposes related to the transaction and in accordance with applicable data privacy laws.

14. Compliance; Safety

    Each party will comply with applicable laws. Customer will ensure a safe work environment at its facilities.

15. Code of Conduct

    TAL represents that it has adopted and maintains a code of conduct applicable to its business operations and agrees that, in performing its obligations under these Customer Terms and SOW, it shall conduct its activities in a manner consistent with the principles set forth in the Toyota Industries Corporation (“TICO”) Code of Conduct, as may be amended from time to time.

16. Assignment; Subcontractors.

    16.1. Neither party may assign, transfer, or delegate these Customer Terms or any SOW, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that TAL may assign this Agreement or any SOW, without Customer’s consent, to any TAL Affiliate.

    16.2. For purposes of these Customer Terms, “TAL Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with TAL, including without limitation Toyota Automated Logistics EMEA, B.V., Toyota Automated Logistics Canada, Inc., Toyota Automated Logistics Chile SpA, Toyota Automated Logistics Central America S.A. de C.V., Toyota Automated Logistics South America LTDA, Toyota Automated Logistics India Private Ltd., Bastian Automation, LLC, Vanderlande Industries, and any other company wholly owned by TICO.

    16.3. TAL may utilize subcontractors to perform portions of the work without Customer’s consent; provided that TAL shall remain fully responsible for the acts and omissions of its subcontractors to the same extent as if such work were performed by TAL directly.

    16.4. Any assignment or transfer in violation of this Section shall be null and void. No permitted assignment shall relieve the assigning party of its obligations under these Customer Terms unless expressly agreed in writing by the other party.

17. Miscellaneous.

    17.1. Entire Agreement. These Customer Terms, together with the SOW, constitute the entire agreement only in the absence of a Negotiated Agreement, and supersedes all oral and written proposals, representations, understandings and agreements previously made or existing with respect to such matters. No amendments or modifications of the Customer Terms or SOW may be made without the mutual written agreement of TAL and Customer.

    17.2. Successors. These Customer Terms shall be binding upon and inure to the benefit of TAL and Customer and each of TAL and Customer’s legal representatives, successors and assigns.

    17.3. Parties Independent. Neither party is a partner, joint venturer, or agent with the other party.

    17.4. Severability. In the event any term is found by any court to be void or otherwise unenforceable, the remainder of these Customer Terms shall remain valid and enforceable as though such term were absent upon the date of its execution.

    17.5. Governing Law & Jurisdiction. These Customer Terms and SOW and the rights and obligations of the parties hereunder shall be construed in accordance with and shall be governed by the laws of India and the State of Karnataka, without regard to its choice of law provisions. The Parties agree that any action relating to these Customer Terms or SOW shall be brought in the courts located in Bangalore, State of Karnataka in India and the parties hereby submit to the jurisdiction and venue of such courts. All proceedings shall be in English.

Supplier Terms & Conditions - India

Toyota Automated Logistics India Pvt. Ltd. (TALIPL) – T&C for Vendor PO’s

1. Acceptance.   Purchase Orders must be accepted in writing/e-mail by Seller. If for any reason Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Seller of this Contract, including all of its terms and conditions, any terms and conditions proposed in Seller’s acceptance of TALIPL’s Purchase Order.

2. Acceptance of goods by TALIPL is subject to Inspection as to their conditions and suitability.

3. Packaging.   Suitable packing has to be provided to prevent damages / leakages / theft etc.

4. Tax Invoice.   Please Submit Tax Invoice in Duplicate strictly, Otherwise payment will not be made.

5. Specifications. The quantity, quality and specifications of the goods and the services shall be as specified in the order.

6. Documentation.    Necessary / Suitable Technical Write-ups / Manual shall be provided.

7. Quality.   Any Items supplied should be able to get serviced with Spares Parts and Support for minimum 7 Years. If products are nearing their end of cycles, it should not be supplied.

8. Supply of defective / Inferior Quality / Excess Material or Rejected material should be collected from our Works / Office within 7 days from the intimation at your cost.

9. The Suppliers are liable for defect of the goods or the performance for the duration of the Guarantee and the supplier is responsible for the defective parts and should replace the same on our project sites without any additional charges.

10. Prices, Invoicing and Payment.   The prices and terms stated on the Purchase Order and stated herein apply to all shipments/services made hereunder. Invoice should give break up of basic price and any duties & taxes, like GST / other tax etc. All applicable duties & taxes must be indicated separately on the invoice.

11. Unless otherwise provided elsewhere in the Purchase Agreement, prices are:

1. stated in INR (Indian Rupees); (ii) not subject to increase for the duration of the Purchase Agreement; and (iii) No extra charges of any kind will be allowed unless specifically agreed to by TALIPL in writing.

1. Transportation; delivery.   (a) Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller will promptly notify TALIPL in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. TALIPL has no obligation to accept deliveries that are not made on the required delivery date. If Seller fails to meet a required delivery date, TALIPL may, without prejudice, procure replacement products or services. Seller will be responsible for all costs incurred by TALIPL as a result of early or late deliveries. If Seller has to use premium freight, Seller will notify TALIPL in writing of the type and monetary value of the premium freight used (for TALIPL’s records).

   2. Unless otherwise provided elsewhere in the Purchase Agreement, delivery will occur, and title and risk of loss will transfer, when: (i) with respect to product not incorporated into services, upon delivery to and acceptance by, TALIPL and (ii) with respect to product incorporated into services, the completed services have been accepted by TALIPL.

2. Inspection.   TALIPL may inspect and test all products and services and all materials, equipment and facilities utilized by Seller in producing products or providing services for TALIPL. Seller will maintain an inspection and testing system for the same that is acceptable to TALIPL and will keep records of all inspection and testing data and, with respect to products, for two (2) years after delivery. Unless otherwise agreed by TALIPL in writing, Seller will deliver to TALIPL a certificate of analysis as to specifications approved by TALIPL with respect to each product lot shipped.

3. Invoices.   The Invoice must include “TOYOTA AUTOMATED LOGISTICS INDIA PRIVATE LIMITED” full order number and, if applicable, the seller’s/contractor’s delivery note number. Certificates of work completed, and any other records are to be submitted with the Invoice. Invoices must correspond to the information in the order in respect of the goods described, price, quality, the order of the items and item numbers. Invoices are to be sent to the billing address specified in the order.

4. TALIPLs shall have no obligation to honor invoices for goods or services at any increased price unless such increase shall have been confirmed in writing by TALIPL to Seller/Contractor. All payments are made conditional upon acceptance by TALIPL of the goods/services called for under this Contract and shall be subject to adjustment for failure of Seller/Contractor to meet the requirements of this Contract.

5. Payment.   Payment shall be made by our Finance & Accounts as per payment terms mentioned in purchase order and such payment be made preferably by electronic means wherever possible after receipt of goods/services and invoice unless invoicing and payment terms stipulated in the particular conditions of supply other than the terms set out. TALIPL’s payment term is 60 days from receipt of Seller’s/Contractor’s correct Invoice.

6. Delivery. The terms of delivery are stated on the Purchase Order. The obligation of Seller/Contractor to meet the delivery dates, specifications, and quantities, as set forth, is the essence of this Contract. Deliveries are to be made both in quantities and at the times specified in the Purchase Order, or if no such quantities or times are specified, unless written instruction.

7. Late Delivery. In case Seller fails to make the delivery on time specified in TALIPL’s order of all or any parts of goods/services (including the documentation), except in case of force majeure, TALIPL’s reserves the right to charge liquidated damages as per their standard LD Clause:0.5% per week to the maximum 5% of the order value. Odd days less than seven days should be counted as seven days. After a delay of five weeks the TALIPL shall be entitled to: –Cancel the order and claim to the Seller/Contractor for indemnity in case of Prejudice, recover from the Seller/Contractor any additional expenditure reasonably Incurred by the TALIPL in obtaining other goods/services in replacement of those not delivered by the seller/Contractor. Return to the Seller/Contractor at the Seller’s/Contractor’s risk and expense any of goods partially delivered but which cannot be used without the other undelivered part of goods.

8. Quantity termination; order changes.  (a) TALIPL may, by written notice to Seller, terminate its purchase of any quantity of products or services (i) for convenience, (ii) if Seller fails to complete or deliver any part thereof when required, or (iii) if Seller is in breach of any material term of the Purchase Agreement, including, without limitation, any provision of Sections 7, 8 or 9, immediately prior to the delivery thereof. If terminating for convenience and Seller is unable to sell the products to any third party, TALIPL will pay Seller termination charges equal to the cost of materials and labor incurred (and not otherwise mitigated) on ordered products or services prior to the date of TALIPL’s termination notice; provided Seller takes all steps reasonably necessary to mitigate such costs. Seller will notify TALIPL of the actual termination charges within thirty (30) days after termination. If termination is due to a failure of completion or delivery or breach of any material term of the Purchase Agreement, no termination charges will apply and TALIPL may procure substitute products or services and Seller will be liable to TALIPL for any excess costs incurred by TALIPL.

2. Prior to shipment or completion, TALIPL may request changes with respect to the products or services to be provided, including, changes in method of shipping or packing, time or place of delivery and increases in delivered quantity. Seller will promptly notify TALIPL of any resulting increase or decrease in cost and TALIPL and Seller will agree on any price adjustment before implementing any change.

1. Access and audit.  In order to assess Seller’s work quality and compliance with the Purchase Agreement, Seller will permit TALIPL reasonable access to (i) all locations where work is performed in connection with the products or services provided for in the Purchase Agreement, and (ii) Seller’s books and records relating to the Purchase Agreement.

2. Indemnification.   Seller will fully defend, indemnify, hold harmless and reimburse TALIPL, its officers, directors, shareholders, affiliates, subsidiaries, employees, agents, customers and assigns from and against all claims, suits, actions, proceedings, damages, losses and expenses, including attorneys’ fees, arising out of, related to, or resulting from: (a) any breach of any representation, warranty, certification, covenant or agreement made by Seller in the Purchase Agreement; (b) any negligence or willful misconduct of Seller or its agents or subcontractors in connection with performance under the Purchase Agreement; (c) any litigation, proceeding or claim by any third party relating to the obligations of Seller under the Purchase Agreement; (d) any 4 violation of law by Seller, its employees, agents, affiliates, contractors or subcontractors and (e) Seller’s use, control, ownership, or operation of its business and facilities, except to the extent caused by the negligence of TALIPL. Seller agrees to include this Indemnification provision in any subcontracts issued hereunder.

3. Confidential information; ownership of documents and materials.(a) Seller will treat as confidential and not disclose any information received from TALIPL in connection with the Purchase Agreement to any person not authorized by TALIPL in writing to receive it. Seller will use such information only as necessary to fulfill its obligations under the Purchase Agreement. Upon termination of the Purchase Agreement, all such information will be returned to TALIPL, or at TALIPL’s option, destroyed by Seller. Seller will not make any announcement or release any information concerning the Purchase Agreement to any other person or entity, including the press or any official body, except as required by law, unless prior written consent is obtained from TALIPL.

2. All drawings, models, specifications and other documents and materials prepared by Seller specifically in connection with the products or services supplied under the Purchase Agreement will become TALIPL’s property and be delivered to TALIPL, as part of the consideration of this Purchase Agreement, upon (i) completion, abandonment or postponement of the services or delivery of the products required by the Purchase Agreement or (ii) termination of the Purchase Agreement. Seller hereby assigns any and all rights that it has in and to all such documents and materials to TALIPL.

3. If a purchase order includes development services, such as the design of a unique product or modification of an existing Seller product, Seller grants to TALIPL and its affiliates a perpetual, worldwide, paid-up, royalty free, nonexclusive license, with the right to sublicense, to make, have made, use, offer to sell, sell, export, and import all inventions or other results of Seller’s development work that Seller conceives, develops, acquires, or reduces to practice in the course of performing work under the purchase order. Seller shall provide TALIPL all documentation, information and other materials, including, without limitation, all drawings, prints, specifications, data, instructions and manuals related to such inventions or other results of Seller’s development work, necessary for TALIPL to receive the full benefit of the license.

1. Force majeure.    (a) Any non-performance or delay in performance of any obligation of Seller or TALIPL under the Purchase Agreement will be excused to the extent such failure or non-performance is caused by “Force Majeure.” “Force Majeure” means any cause preventing performance of an obligation under the Purchase Agreement which is beyond the reasonable control of the Seller or TALIPL, and which, by the exercise of due diligence, could not be overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, accident, riot, acts of a governmental authority, and acts of God. In no event shall Seller’s ability to sell products or services at a better price or Seller’s economic hardship in buying raw materials necessary to manufacture products at a commercially reasonable price constitute Force Majeure. (b) If TALIPL or Seller is affected by Force Majeure, it will (i) promptly provide notice to the other party, explaining the full particulars and the expected duration of the Force Majeure and (ii) use its best efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of Force Majeure, deliveries or acceptance of deliveries of products or services which have been suspended will not be required to be made up on the resumption of performance and, to the extent not otherwise permitted under the Purchase Agreement, TALIPL will have the right to purchase products and services from other sources during the period of Force Majeure. If a Force Majeure extends for more than sixty (60) days, the Purchase Agreement may be terminated upon written notice by the party not declaring Force Majeure without any liability on its part. (c) If a Force Majeure compels Seller to allocate deliveries of products or services, Seller will make such allocation in a manner that ensures TALIPL at least the same proportion of the Seller’s total output as was purchased by TALIPL prior to the Force Majeure. Seller will use best efforts to source products or other items, at Seller’s expense, from its own or its affiliates’ global operations or the market in order to meet TALIPL’s required delivery dates.

2. Personal data protection.(a) “Personal Data” includes any information relating to an identified or identifiable natural person; “TALIPL Personal Data” includes any Personal Data obtained by Seller from TALIPL, any Personal Data being Processed by Seller on behalf of TALIPL, and any Personal Data pertaining to any TALIPL personnel; and “Processing” includes any operation or set of operations performed upon Personal Data, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. (b) Seller, including its staff, shall view and Process TALIPL Personal Data only on a need-to-know basis and only to the extent necessary to perform this Purchase Agreement or TALIPL’s further written instructions. (c) Seller agrees to keep TALIPL Personal Data confidential and not to disclose TALIPL Personal Data to third parties without prior express written consent from TALIPL. Seller further agrees to use technical and organizational measures, commensurate with the risk associated with a breach of such Data and in compliance with applicable data protection regulation(s), to ensure the security and confidentiality of TALIPL Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, modification, disclosure, access or loss of such Data. Seller shall immediately inform TALIPL of any Security Breach, where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of TALIPL Personal Data, including but not limited to any unauthorized access or use, or any broader circumstances as defined in any applicable local law. Seller shall also provide TALIPL with a detailed description of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected person, and any other information TALIPL may request concerning such affected persons and the details of the breach. Seller agrees to take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing statutory notices) necessary to remedy the Security Breach. The content of any filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”) must first be approved by TALIPL prior to any publication or communication thereof to any third party. Seller shall pay for or reimburse TALIPL for all costs, losses and expenses relating to any Security Breach, including without limitation, the cost of Notices. (d) Seller shall comply with all applicable laws and regulation pertaining to Personal Data protection and will process employment data consistent with TALIPL’s employment data protection standards. In particular, where Personal Data is collected by the Seller from a data subject directly, Seller shall provide such data subject with the information required by applicable laws and regulation, permit access by the data subject to the Personal Data collected about him/her and, when necessary, obtain such data subject’s consent. (e) TALIPL reserves the right to conduct an on-site verification, with prior written notice, of Seller’s compliance with obligations relating to TALIPL Personal Data at any time, even after termination of this Agreement, and Seller agrees to provide access to all concerned facilities, equipment and records necessary to conduct such verification. 5 (f) Upon termination of this Purchase Agreement, for whatever reason, Seller shall stop the Processing of TALIPL Personal Data, unless instructed otherwise by TALIPL, and these undertakings shall remain in force until such time as Seller no longer possesses TALIPL Personal Data. (g) Seller understands and agrees that TALIPL may require Seller to provide certain Personal Data (“Seller Personal Data”) such as the name, address, telephone number, and e-mail address of Seller’s representatives in transactions, and that TALIPL and its affiliates and their contractors may store such data in databases located and accessible globally by their personnel and use it for purposes reasonably related to the performance of this Purchase Agreement, including but not limited to supplier and payment administration. Seller agrees that it will comply with all legal requirements associated with transferring any Seller Personal Data to TALIPL. TALIPL will be the “Controller” of this data for legal purposes, and agrees not to share Seller Personal Data beyond TALIPL, its affiliates and their contractors, and to use reasonable technical and organizational measures to ensure that Seller Personal Data is processed in conformity with applicable data protection laws. Seller may obtain a copy of the Seller Personal Data and submit updates and corrections to it by sending TALIPL a written notice.

• “TALIPL” or “Company” shall mean the following entities Toyota Automated Logistics India Pvt Ltd,. any entity formed or acquired under the laws of India: