MuscleGrid Industries Private Limited · Effective 1 November 2024

OEM & B2B Supply, Warranty and Liability Policy

MuscleGrid Industries Private Limited ("MuscleGrid", "we") manufactures power-electronics products — including inverters, lithium battery systems and voltage stabilizers — for business buyers, including OEM partners who resell these Products under their own brand and labelling ("OEM Partner"). This Policy governs every such supply. It is written for professional counterparties: it assumes engineering competence on both sides, and it allocates responsibility to the party best placed to control each risk. By placing a purchase order, accepting delivery, or applying its branding to any Product, the OEM Partner accepts this Policy in full. This Policy prevails over any conflicting term in the OEM Partner's purchase order or correspondence unless we have expressly accepted that term in writing.

1. Nature of the Transaction — Business Sale, Not Consumer Sale

Products supplied under this Policy are sold to a business for the purposes of resale and/or commercial deployment. The OEM Partner is not a "consumer" in respect of these purchases within the meaning of the Consumer Protection Act, 2019, and consumer-protection remedies available to retail purchasers do not apply to this commercial relationship. The parties' rights and obligations are exclusively those set out in this Policy, the accepted purchase order, and any signed supply agreement.

Where the OEM Partner resells Products under its own brand, the OEM Partner is the "product seller" — and where it applies its own branding, specifications or modifications, may itself be treated as the "product manufacturer" — in relation to its end customers under applicable law. MuscleGrid has no contractual relationship with, and owes no warranty or duty directly to, the OEM Partner's end customers.

2. Scope of the OEM Warranty

MuscleGrid warrants each Product against genuine defects in materials and workmanship under normal, disclosed and compliant use, for the warranty period stated in the accepted purchase order or supply agreement (in the absence of a stated period: twelve (12) months from the date of dispatch for inverters and stabilizers, and as separately agreed in writing for battery systems).

• The warranty runs to the OEM Partner only. It is not transferable to end customers, distributors, or any third party.
• The warranty the OEM Partner offers its own customers is the OEM Partner's independent commercial decision and sole responsibility. Any promise the OEM Partner makes beyond this Policy (longer periods, on-site service, replacement guarantees, refunds) binds the OEM Partner alone.
• The warranty covers the supplied Product only — not consequential effects on connected equipment, installations, generation loss, or the OEM Partner's commercial commitments.

3. Mandatory Integration Disclosure

Power-electronics behaviour depends critically on what a Product is connected to. Accordingly, warranty coverage is conditional on complete and current disclosure by the OEM Partner, in writing, of the deployment environment of the Products, including:

• Battery systems used with inverters (chemistry, capacity, BMS make/model, communication protocol and firmware version);
• Solar array configuration (panel wattage, string voltage/current, use of any third-party charge controllers or optimisers);
• Any device connected on the DC bus or communication lines (dongles, data loggers, EMS/SCADA systems, third-party displays);
• Grid/generator characteristics where relevant (voltage range, phase configuration, changeover equipment);
• Firmware or parameter changes made by the OEM Partner or its installers.

Use of the Products with equipment or configurations not disclosed in writing and acknowledged by MuscleGrid takes the affected units outside warranty coverage. If deployment conditions change after supply, the OEM Partner must notify us in writing before redeployment; coverage continues only upon our written acknowledgement.

This clause exists for engineering reasons, not commercial ones: undisclosed integrations are the single most common cause of field failures in power electronics, and no manufacturer can warrant behaviour in an environment it does not know about.

4. Installation, Commissioning and Operating Conditions

Warranty coverage is further conditional on:

• Installation and commissioning by qualified electricians in accordance with the product manual, applicable electrical codes, and any written commissioning checklist we provide;
• Correct sizing, cabling, earthing, and protective devices (breakers/fuses/SPDs) appropriate to the load and site;
• Operation within rated parameters — input voltage windows, load limits, ambient temperature, and duty cycle stated in the datasheet;
• Protection from water ingress, conductive dust, corrosive atmospheres, and pest intrusion;
• Retention of commissioning records (date, installer, site photos, measured parameters) for each serialised unit, to be produced with any claim.

5. Exclusions

The warranty does not cover, and MuscleGrid accepts no liability for, failure or damage arising from:

• Burn, char, melt or smoke damage — treated as prima facie evidence of external electrical causes (input surge, short circuit, loose or undersized connections, reversed polarity, overload) unless our factory inspection conclusively establishes an internal manufacturing origin;
• Use with undisclosed or unapproved equipment or configurations (clause 3);
• Non-compliant installation, wiring, earthing or protection (clause 4);
• Physical damage, transit damage not notified within the window in clause 7, water/moisture ingress, rodent or pest damage;
• Grid abnormalities, lightning, voltage surges or generator misuse;
• Opening, modification, component-level repair, or firmware alteration by anyone other than MuscleGrid or its authorised service personnel;
• Removed, altered or unreadable serial numbers;
• Normal wear, cosmetic deterioration, and battery capacity reduction consistent with normal cycling and ageing;
• Storage of Products beyond six (6) months without the prescribed charge-maintenance procedure (battery systems).

6. Claim Procedure — Evidence First, Bench Determination Final

All warranty claims follow this procedure. Claims that do not are not payable.

• Notification: written claim within seven (7) days of the OEM Partner becoming aware of the alleged defect, identifying each unit by serial number and stating the observed symptoms.
• Evidence: with the claim — installation/commissioning records, disclosure records (clause 3), clear photographs of the installed unit and its connections, and where relevant a short video of the reported behaviour. Data-log extracts must be provided where the unit records them.
• Return: upon our written acceptance of the claim for inspection, the OEM Partner ships the unit(s), freight prepaid, adequately packed, to our works at Meerut, Uttar Pradesh. We do not perform field or site visits; all determinations are made at our facility, where controlled testing is possible.
• Determination: our factory inspection determines the cause of failure. That determination is final for the purposes of this Policy. We will share a written inspection summary for each serialised unit.
• Remedy: for defects confirmed as manufacturing-origin, we will, at our option, repair or replace the unit and return it freight paid. Repair or replacement is the sole and exclusive remedy.
• Non-warranty findings: where inspection finds an excluded cause, we will quote an all-in chargeable repair; the unit is repaired on written acceptance, or returned/disposed of per clause 9 if declined.

7. Transit Damage and DOA

• Transit damage must be noted on the delivery receipt and notified to us with photographs within forty-eight (48) hours of delivery. Claims after this window are not accepted, as carrier recovery becomes impossible.
• Dead-on-arrival (DOA) claims must be notified within ten (10) days of delivery, with the unit unused and complete with all packaging and accessories. Validated DOA units are replaced.

8. Payments, Set-Off and Claims Independence

• Payment obligations under accepted purchase orders are independent of warranty claims. The OEM Partner shall not withhold, deduct or set off any amount against invoices on account of pending or disputed claims.
• Warranty service may be suspended for accounts with amounts overdue beyond agreed credit terms, and resumes on regularisation. Suspension does not extend warranty periods.
• Prices, once a purchase order is accepted, are firm for that order. Taxes and duties are as applicable at the time of supply.

9. Unclaimed Material

Units sent to us for inspection or repair and not collected — or for which return instructions and any payable charges are not received — within sixty (60) days of our completion or determination notice may be disposed of to recover costs, after written notice. No liability attaches to such disposal.

10. Branding, Resale and Indemnity

• The OEM Partner is solely responsible for its brand representations: ratings, certifications claimed to its customers, marketing statements, manuals it issues, and warranty terms it offers.
• The OEM Partner shall indemnify and hold MuscleGrid harmless against any claim, proceeding, penalty or loss — including consumer-forum and product-liability proceedings — brought by the OEM Partner's customers or any third party in connection with Products resold under the OEM Partner's brand, except to the extent finally determined to arise from a manufacturing defect confirmed under clause 6.
• Neither party may use the other's name, marks or the existence of the OEM relationship in public communications without written consent.

11. Limitation of Liability

To the maximum extent permitted by law: MuscleGrid's total aggregate liability arising out of or in connection with any Product, whether in contract, tort, warranty or otherwise, is limited to the invoice value of the specific unit(s) giving rise to the claim. In no event shall MuscleGrid be liable for loss of profit, loss of generation, loss of business or goodwill, cost of substitute equipment, or any indirect, incidental, special or consequential loss. No refunds are payable under this Policy; remedies are limited to repair or replacement as set out in clause 6.

12. Breach, Suspension and Withdrawal of Coverage

Warranty coverage is an integrated commercial term that depends on the OEM Partner's compliance with this Policy. Upon material breach — including non-disclosure under clause 3, non-compliant installation under clause 4, tampering, or payment default under clause 8 — MuscleGrid may, after written notice identifying the breach, suspend or withdraw warranty coverage for the affected units or, where the breach is systemic, for the affected supply. Coverage may be reinstated at our discretion upon cure of the breach. Nothing in this clause limits our other rights and remedies.

13. Technical Cooperation

We support OEM Partners with datasheets, integration guidelines, commissioning checklists, firmware updates and remote technical assistance. Requests for compliance documents (test reports, certificates) are honoured for the Products and quantities actually supplied. We may require the return of field data or failed units for engineering analysis as a condition of continued supply of any given design.

14. Confidentiality and Intellectual Property

• Designs, schematics, firmware, BOMs, pricing and commercial terms exchanged under the OEM relationship are confidential and remain the property of the disclosing party.
• Supply of white-labelled Products grants no licence to reproduce, reverse-engineer, or have manufactured elsewhere any MuscleGrid design, in whole or part.

15. Governing Law and Dispute Resolution

This Policy and all supplies under it are governed by the laws of India. Any dispute arising out of or relating to this Policy or any supply shall first be referred to good-faith negotiation between senior representatives; failing resolution within thirty (30) days, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by MuscleGrid, seat and venue at New Delhi, proceedings in English. Subject to the above, the courts at New Delhi shall have exclusive jurisdiction.

16. General

• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control; affected timelines extend accordingly.
• No waiver of any breach is a waiver of any other breach. If any clause is held unenforceable, the remainder continues in force.
• This Policy may be updated prospectively; the version in force at the date of each purchase order applies to that order.
• Notices to MuscleGrid: [email protected], or the registered office at 24 B2, First Floor, Khasra No. 322, Neb Sarai, New Delhi – 110068, India.

17. Undisclosed Attachments, Integrations and System Changes

The disclosure duty in Section 3 is continuing, not one-time. If the OEM Partner — or any installer, dealer or end customer in its channel — connects, integrates or operates any Product with any device, accessory, component or system that has not been disclosed to MuscleGrid in writing in advance, warranty coverage for the affected Product stands voidable at MuscleGrid's discretion with effect from the date of such attachment. This includes, without limitation: third-party battery packs or BMS units, chargers, solar charge controllers or arrays, changeover systems, IoT or monitoring devices, non-approved firmware or parameter changes, and any load type outside the disclosed application profile.

The burden of demonstrating that a Product was operated only in its disclosed configuration rests with the OEM Partner. Where the operating configuration at the time of failure cannot be established from the OEM Partner's records, MuscleGrid may treat the configuration as undisclosed.

A configuration disclosed after a failure has occurred does not retroactively restore coverage for that failure.

18. Goodwill Assistance — No Precedent, No Admission

MuscleGrid may, at its sole discretion, provide assistance beyond its strict obligations under this Policy — including inspection, repair, replacement, credit, technical support or commercial accommodation. Any such assistance is a goodwill gesture only. It does not constitute an admission of defect or liability, does not amend this Policy, does not create any entitlement or expectation for any other case, and may be modified or withdrawn at any time. A goodwill gesture extended once, or many times, establishes no precedent.

Equally, a decision not to extend goodwill assistance is not a breach of this Policy and gives rise to no claim.

19. Right to Decline, Suspend or Condition Service

MuscleGrid may decline, suspend or condition warranty service or technical support where: (a) any amount owed by the OEM Partner is overdue; (b) the evidence required under Section 6 is incomplete or inconsistent; (c) an undisclosed attachment, modification or application is suspected, pending verification; (d) the Product's serial or identification markings are missing or altered; or (e) the OEM Partner is otherwise in breach of this Policy. Exercise of these rights does not waive, and is without prejudice to, any other right or remedy of MuscleGrid.

20. Technical Determinations and Records

The root-cause determination of MuscleGrid's technical bench, made on examination of the returned Product and the evidence submitted, is final and binding for the purposes of this Policy. MuscleGrid's manufacturing, quality-control, dispatch and service records are presumed accurate unless the OEM Partner establishes the contrary with documentary evidence.

The remedies expressly stated in this Policy are the OEM Partner's sole and exclusive remedies in respect of any Product defect or supply issue.

21. Application and Deployment Records

The OEM Partner shall maintain, and provide to MuscleGrid on request, records sufficient to identify for each Product: the serial number, date of sale, deployment location and application, connected system configuration, and the identity of the installing party. Where such records are not furnished within a reasonable time of request, warranty processing for the affected Products is suspended until they are received.

22. Relationship of the Parties

The OEM Partner is an independent business counterparty. Nothing in this Policy creates any agency, partnership, joint venture, franchise or employment relationship, and neither party may bind the other. The OEM Partner shall not represent to any person that MuscleGrid stands behind, warrants or services the OEM Partner's branded products in the consumer market.

Group Entities — Uniform Application

MuscleGrid operates through a group of affiliated firms. This document is issued by MuscleGrid Industries Private Limited and applies uniformly across the MuscleGrid group — including, without limitation, MuscleGrid Industries (Gurgaon), SPV Industries, and Electronics Bay — wherever any of these firms manufactures, bills, fulfils or services your order.

Where your tax invoice, warranty card or shipment is issued by or through an affiliated group firm, references in these documents to “MuscleGrid”, “we”, “us” or “our” include that firm, and the same policies, terms and protections apply in full. The entity named on your tax invoice is your contracting party for that transaction; policy administration, warranty service and customer support remain centralized with MuscleGrid at [email protected].