Clause 14.2 — Liquidated Damages & Breach of Exclusivity
In the event of any material breach of Clause 3 (Exclusivity) by the Supplier,
the Supplier shall pay an unconditional and unappealable penalty of INR
50,00,000 immediately upon demand
the Supplier shall be liable to compensate the Purchaser for proven
direct losses, subject to a pre-estimated and agreed ceiling not exceeding INR 50,00,000,
which the parties expressly acknowledge as a genuine pre-estimate of damages and not by way of penalty
under
Section 74 of the Indian Contract Act, 1872.
The Purchaser shall have the unrestricted right to forfeit all bank
guarantees without notice.
Any invocation of the Performance Bank Guarantee shall be preceded by a
formal 14-day cure notice detailing the specific covenant default.