57677 - GCCSupply1R4 TENDERSET - Nuclear Power … xk f ctyh m Riknu dsUndS xk f ctyh m Riknu dsUn z...

TENDER FEE:- `̀̀̀ 590/590/590/590/----

U;wfDy;j ikWoj dkiksZjs’ku vkWQ bafM;k fyfeVsMU;wfDy;j ikWoj dkiksZjs’ku vkWQ bafM;k fyfeVsMU;wfDy;j ikWoj dkiksZjs’ku vkWQ bafM;k fyfeVsMU;wfDy;j ikWoj dkiksZjs’ku vkWQ bafM;k fyfeVsM NUCLEAR POWER CORPORATION OF INDIA LTD.

¼Hkkjr ljdkj dk m|e½¼Hkkjr ljdkj dk m|e½¼Hkkjr ljdkj dk m|e½¼Hkkjr ljdkj dk m|e½ (A Government of India Enterprise) dSxk fctyh mRiknu dsUndSxk fctyh mRiknu dsUndSxk fctyh mRiknu dsUndSxk fctyh mRiknu dsUnz 1&4 KAIGA GENERATING STATION 1-4

lafonk ,oa lkexzh izca/ku lafonk ,oa lkexzh izca/ku lafonk ,oa lkexzh izca/ku lafonk ,oa lkexzh izca/ku xzqixzqixzqixzqi (Contracts & Materials Management Group) l;a= LFky Plant Site, nwjHkk”k Phone:08382-264141 / 264001/ 264042 Mkd dSxk 581400 P.O. Kaiga 581 400 QSDl Fax: 08382-264009 mRrj dUuM ftyk] Uttara Kannada Dist., dukZVd Karnataka. e-mail address: [email protected]

�न�वदा द�तावेज़ TENDER DOCUMENT

SECTION-A INVITATION TO TENDER AND TENDERING

CONDITIONS

SECTION -B CONDITIONS OF CONTRACT

SECTION -C TECHNICAL SPECIFICATIONS OF STORES

SECTION -D FORMAT FOR SUBMISSION OF BID

SPT/SUPPLY-1

ई-�न�वदा E-TENDER

खंड- ए SECTION-A

�न�वदा और �न�वदा शत� के �लए आमं�ण

INVITATION TO TENDER AND TENDERING CONDITIONS

SPT/SUPPLY-1

U;wfDy;j ikWoj dkiksZjs’ku vkWQ bU;wfDy;j ikWoj dkiksZjs’ku vkWQ bU;wfDy;j ikWoj dkiksZjs’ku vkWQ bU;wfDy;j ikWoj dkiksZjs’ku vkWQ bafM;k fyfeVsMafM;k fyfeVsMafM;k fyfeVsMafM;k fyfeVsM NUCLEAR POWER CORPORATION OF INDIA LIMITED Hkkjr ljdkj dk m|eHkkjr ljdkj dk m|eHkkjr ljdkj dk m|eHkkjr ljdkj dk m|e (A Government of India Enterprise)

DIRECTORATE OF CONTRACTS & MATERIALS MANAGEMENT

Phone No.08382-264141/264001/264042

Fax No.08382-264009

Contracts Section,

KAIGA GENERATING STATIONPlant Site, PO-Kaiga, Uttara Kannada

District Pin: 581400, Karnataka

�न�वदा के �लए �नमं�ण INVITATION TO TENDER

To

�न�वदा

ई-मोड के मा�यम से Tender

Through e-Mode

�न�वदा सं!या Tender No.

CMM/KAIGA1-4/KGS1&2/57677

ऑनलाइन बोल% क& 'ाि)त के �लए

अं�तम �त+थ और समय Last Date & Time for

Receipt of Online-Bid

एनआईट% के अनुसार AS PER NIT

�न�वदा को खोलन ेक& �त+थ और समय Date & Time of Opening

of Tender

एनआईट% के अनुसार AS PER NIT

Dear Sirs,

Sub: Supply, installation and commissioning of UPS with communication interface along with backup batteries

For and on behalf of Nuclear Power Corporation of India Ltd., Head (C&MM), Contracts & Materials Management

invites bids in e-mode for the above Plant / machinery/ equipment/materials as detailed in Section- ‘C’ of this tender document. The conditions of contract which will govern the contract pursuant to the tender are as contained in Section-B of

this tender document. If you are in a position to quote for the supply in accordance with the tender requirements, please

submit your bid in the attached TENDER FORM CMM-44A/Rev.4.

Your bid must be submitted in e-mode on NPCIL e-Tendering portal i.e. npcil.etenders.in on or before the

due date and time mentioned above.

आपका आभार%/Yours faithfully,

Sd/-

izca/kdizca/kdizca/kdizca/kd / व2र3ठ 'बंधक (सं�वदा) / उप महा'बंधक )सीएमएम( Manager/ / Sr. Manager (C) / DGM(CMM) For and on behalf of Nuclear Power Corporationof India Ltd.

(;ेता)(The Purchaser)

• Strike off if not a Public Tender SPT/SUPPLY-1

NUCLEAR POWER CORPORATION OF INDIA LIMITED

SECTION-A

INVITATION TO TENDER AND TENDERING CONDITIONS FOR SUPPLY OF INDIGENOUS STORES

(SINGLE PART E-TENDER)

1 Mode of Submission of E-bids

1.1 The bid (E-bid) shall be submitted in E-mode at our NPCIL E-Tendering Web Site i.e.

https://npcil.etenders.in on or before the due date and time mentioned below :-

Tender No. _ CMM/KAIGA1-4/KGS1&2/57677 DATED As per Tender Details in NIT

Last date for submission of E-bids As per Tender Details in NIT

It is in the interest of the Tenderers to ensure that the e-Bids are submitted well in time. e-Bids shall be

submitted only on our NPCIL e-Tendering Web Site i.e. https://npcil.etenders.in Bids in hard copy/any

other form shall not be accepted in any case.

1.2 In case of Public Tender(PT) there is no restriction for participation in the Tender. In case of Limited

Tenders (LT) or Single Tenders(ST), participation is allowed only to the intended bidders who can do online

submission of their bids. However, the Tenderers are required to meet the Qualification Criteria stipulated,

if any, under the Tender.

1.3 One Bid per Bidder: Each bidder shall submit only one e-Bid for this tender. A bidder who submits or

participates in more than one e-Bid for this tender will cause the bidder’s participation to be disqualified

for all such e-bids.

In addition, if any Tender’s participation herein leads to Conflict of Interest, their bid is liable to be rejected.

2 Qualifying Requirements

2.1 Refer to Appendix ‘X’ for the details of the requirements need to be met by the bidders.

2.2 The bidders while submitting the e-Bid are required to upload all supporting documents / information

necessary for establishing their qualification in e-Envelope only on the e-portal.

2.3 Tender documents shall be downloaded by those bidders who prima facie meet the qualification

requirements as in ITT clause 2.1 above. While the system may allow the submission of offer, such

allowance shall not be construed to be automatic qualification of the Tenderer for this Tender

2.4 The bidder should not be under liquidation, court receivership or similar proceedings. 2.5 Integrity Pact (IP) & Integrity Pact Security (IPBG or Demand Draft) – NOT APPLICABLE.

2.6 All Micro and Small Enterprises (MSEs) falling within the definition as per MSMED Act are exempted from

meeting the qualification criteria in respect of Prior Experience – Prior Turnover, subject to meeting of quality and technical specifications.

2.7 All startups (Whether MSES or otherwise) falling within the definition as per Gazette notification GSR 501 (E), dated 23-5-2017 are exempted from meeting the qualification criteria in respect of Prior Experience –

Prior Turnover subject to their meeting of quality and technical specification. However, the bidder is required to upload the “Certificate of Recognition” issued by Department of Industrial Policy and Promotion.

3 Public Procurement Policy- Micro & Small Enterprises

3.1. Micro and small enterprises engaged in the Manufacture or Production, Processing or Preservation of Goods and also engaged in Providing or rendering Services (except the organizations engaged in trading and execution of works) are entitled for the following concessions

• Waival of Tender Fee • Purchase Preference over the other Non- MSME bidders

3.2. The MSEs, who are interested in availing themselves any of the above benefits, should have the proof for valid Registration with one or more of the following agencies.

� Udyog Aadhar Memorandum (UAM) issued by Ministry of MSME � District Industries Centers � Khadi and Village Industries Commission � Khadi and Village Industries Board � Coir Board � National Small Industries Corporation � Directorate of Handicraft and Handloom � Any other body specified by Ministry of MSME.

3.3. Tender Fee Waiver

3.3.1. The MSE bidder who is interested in availing “Tender Fee Waival” must submit a copy of above referred registration certificate. Submission of this document should be done along with the self certification stating that valid MSME registration with any one or more of the above referred agency is made for “Manufacture or Production, Processing or Preservation of Goods (in case of tendered requirement is for ‘goods’) “ or for “ engaged in Providing or rendering Services (in case of tendered requirement is for ‘Services’) . You may kindly note that traders are excluded from purview of this policy and submission of incorrect document will lead to rejection of such offers. This document has to be submitted while obtaining tender document (in case of manual tender) or along with the bid (in case of e-tender) failing which such bids without tender fee will be rejected.

3.3.2. Wherever, the certifying agency is issuing the registration certificate with terminal validity, the MSE must also indicate the terminal validity date for their registration. The MSE should submit certificate valid as on date for submission of tender. In case such a certificate claiming exemption from payment of Tender Fee is found to be defective or invalid, such bids shall be rejected.

or

3.3.3. Wherever the certifying agency is issuing registration certificate without terminal validity, the same shall be submitted for claiming exemption from payment of Tender Fee. In case such a certificate claiming exemption from payment of Tender Fee is found to be defective or false, such bids shall be rejected.

3.3.4. While submitting their bids, the Tenderers should invariably pay online tender fee or upload the valid MSE registration certificate as listed above (for getting exemption of tender fee), as applicable.

3.4 Purchase Preference :

3.4.1. Purchase Preference to Micro and Small Enterprises (MSEs) for Supply of Goods or Services will be given as per Public Procurement Policy for Micro & Small Enterprises (MSEs), order 2012 and Amendment order,

2018 under Micro, Small and Medium Enterprises Development Act, 2006 of Government of India or as amended from time to time, in force at the time of opening of bids provided their bids are in compliance with the conditions of policy.

3.4.2. In case a tendered item is non-splitable or non-divisible, MSE quoting Price within the Price – band of “L1- Price (Other than MSE) + 15%” may be awarded for full/ complete value of supplies, subject to matching of the L1 Price.

3.4.3. The contractor on whom the contract may be entered into against this tender shall furnish the Purchaser, the details of the sub-contractors meeting any part of contract execution herein and who qualify as MSE’s as per the Micro, Small and Medium Enterprises Development Act, 2006 and amendments to same.

4 Content of Tender Document 4.1 The scope of work, bidding procedures, contract terms and technical requirements are prescribed in the

bidding documents. The Tender documents include the following sections:

(a) Instruction Sheet (b) Section A: Invitation to Tender and Tendering Conditions (c) Section B: General Conditions of Contract and Special Conditions of Contract (d) Section C: Technical Specifications & Drawings (e) Section D: Format for Submission of E-bid.

4.2 The bidder is expected to examine all instructions, forms, terms, specifications and other information in the

tender documents. Failure to furnish all information required by the bidding documents or submission of a E-bid not substantially responsive to the bidding documents in every respect will be at the bidder’s risk and may result in rejection of their e-bid.

4.3 Clarification of Tender Documents: 4.3.1 The bidder shall be deemed to have carefully examined all Tender documents and obtained

clarifications from the Purchaser where needed, inspected and surveyed the Site and its surrounding and satisfied himself as to the form and nature of the Site, the quantities and nature of work and material necessary for the supply of the Stores and the means of access to the Site, the accommodation he may require and in general obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect his tender, to his entire satisfaction before submitting the e-Bid.

4.3.2 In particular and without prejudice to the foregoing conditions and in addition thereto, when tenders

are called for furnishing the Particulars, the bidder’s tender to supply in accordance with such Particulars shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and satisfied himself before tendering as to the correctness and sufficiency of his tender for the Stores and of the rates and prices quoted in the Schedule of Quantities., The rates and prices shall, except as otherwise provided, cover all his obligations under the Contract and all matters and things necessary for the Supply of the Stores and Services.

4.3.3 The Tenderer acknowledges that any failure to acquaint itself with all such data and information shall not

relieve their responsibility for properly estimating the difficulty or cost of successful execution of the Tender scope towards completion of the Particulars.

4.3.4 No claim on his part which may arise on account of non-examination or misunderstanding of the Particulars

and/or matter related to site will, in any circumstances, be considered payable by the Purchaser.

4.4 Pre-Bid Meeting: A pre-bid meeting for providing clarifications to the bidders will be held ON-LINE unless

specified otherwise, on the date and time specified in the Notice Inviting Tender(NIT) of the Tender

document. Bidders participating in this Tender and who have enrolled in our e-portal

(https://npcil.etenders.in ) can login and participate in the pre-bid meeting.. Bidders are requested to send

their queries -both Technical and Commercial in advance to the e-mail addresses provided in NIT; within the due

date and time prescribed for their submission (which would be at least three days, prior to date of pre-bid

meeting, unless specified otherwise in ITT or NIT) as stipulated under the NIT. Queries / clarification /

information sought in any other manner shall be ignored. In addition to pre-bid conversation history any offline

queries / clarifications / information will be uploaded in the e-portal against the particular Tender ID under tab

‘Pre-Bid’. Any modification to the Tender, which may become necessary as a result of the pre-bid meeting, will

be uploaded in the e-portal against the particular Tender ID. Bidders are requested to update themselves by

visiting our e-portal (https://npcil.etenders.in) frequently. It may be noted that no queries will be entertained

after the expiry of pre-bid meeting. Accordingly, it is requested that bidder along with their associates shall take

part in the pre-bid meeting to ensure that tender requirements are clearly understood by all the stakeholders.

4.5 Amendments to Tender documents: The Purchaser reserves the right to issue any amendments, corrigendum,

clarifications, etc. to the Tender, giving reasonable time, prior to the last date and time of online bid submission.

Bidders are requested to update themselves on our e-portal (https://npcil.etenders.in) the details such as pre-bid

clarifications, corrigenda, addenda and other documents forming a part of the subject Tender, before submission of their e-bid.

5. Manner And Method For Submission Of Bids

5.1 All e-bids shall be made in ENGLISH in the prescribed form attached. e-Bids submitted in any language

other than ENGLISH must be accompanied by ENGLISH translation. Any printed literature submitted with

the E-bid in any other language shall be accompanied by authentic English translation and for

interpretation the English version shall prevail.

5.2 Technical portion of E-bid should contain/include only technical specifications, technical details, literature,

references of earlier supplies of similar equipment, drawings, quantity, time required for submission and approval of drawings, manufacturing and delivery schedule, inspection/testing procedures etc. Itemised list of spares and quantity recommended by the tenderer, if any, for purchase should also be included in the bid.

5.3 E-bid should be submitted in accordance with the format provided by the Purchaser at Section “D” of this

tender document. If any deviation or substitution from the technical specifications contained in Section “C” to this tender document is involved, such details should be clearly indicated in the E-bid and should be filled as Annexure-A of the bidding form of e-envelop, or otherwise it shall be an admission on the part of the bidder that he will supply the equipment as specified by the purchaser. However, bidders may note that deviations or substitutions from the technical specifications may lead to rejection of their E-bid.

5.4 The bidders shall upload all drawings pertaining to the plant / machinery / equipment / component along

with their E-bid for correct understanding and appreciation of the tender. Bidder’s drawings will form part of the purchase order/contract only after these are approved by the purchaser.

5.5 Catalogues / Technical Literature: All necessary catalogues/drawing/technical literature data as are

considered essential for full and correct evaluation of the bids shall invariably be uploaded with the E-bid. 5.6 Instruction / Operation Manual : In respect of plant / machinery / equipment / instrument / apparatus,

where instruction/ operation manual is normally necessary to enable the user to put the plant/machinery / equipment / instrument / apparatus to proper use, the contractor shall furnish such an instruction/ operation manual specific to the stores being supplied along with the plant / machinery / equipment / instrument /

apparatus. The bidder shall clearly specify in the bid about his readiness to supply instruction / operation manual.

5.7 Notwithstanding anything contained herein, for the tenders where Integrity Pact (IP) & Integrity Pact

Security (IPBG or Demand Draft) are applicable (refer clause 2.6 above), the same shall be submitted in ORIGINAL by stipulated due date and time for submission of tender. The IP and IPBG shall be submitted in a SEPERATE SEALED envelope. This envelope will be opened first to verify compliance towards IP & IP Security submission.

ANY BID WITHOUT THIS SEPARATE SEALED ENVELOPE CONTAINING ABOVE INTEGRITY PACT (IP) & INTEGRITY PACT SECURITY IN ORIGINAL SHALL BE TREATED AS NON RESPONSIVE BY NPCIL AND SHALL NOT BE OPENED.

5.8 Commercial portion (Annexure-B of section D) of the E-bid should contain bidder’s specific confirmation

regarding compliance of all commercial terms and conditions of the Tender as per ITT (Section-A), General Conditions of Contract and Special Conditions of Contract (Section B) and shall be submitted in online bidding forms. The Bidders, in addition, should mention applicability of Statutory Levies like Goods and Services Tax (CGST / SGST / UTGST / IGST)etc. and all other related information. All input tax credit benefits available to Indian manufacturers / dealers / contractors, etc, shall, however, be taken into consideration in quoted prices and the Bidder shall pass on the benefits to the Purchaser.

5.9 Price portion of the E-bid should be furnished in online bidding forms only and as per Schedule to Tender

Form of Section-D of the tender document. 5.10 The system will not allow submitting E-bids after last date and time. Therefore, the bidder shall ensure the

submission of E-bids well within the due date and time. 5.11 Particulars of the Bidders: 5.11.1 The bidder shall upload the details, in case he is a partnership firm or Joint Hindu Family concern, the

names and full particulars of the partner or the member of the Joint Hindu Family owing the concern. The e-Bids must be digitally signed by the authorised representative of the firm and the document/s regarding authorisation shall be uploaded in the Part I e-Bid. The original of such documents are required to be furnished when sought by the Purchaser and in case of failure to do so, will make such bid liable to be rejected. The e-Bid must be digitally signed:

(a) In the event of the bidder being a sole proprietary concern by the sole proprietor or by constituted attorney duly authorized to enter into and sign agreement on his behalf, including agreement to refer disputes arising under or relating to such agreements to arbitration by power of attorney signed by the proprietor and authenticated by a Notary Public or Magistrate.

(b) In the event of the bidder being a partnership firm, by all partners or by a constituted attorney duly

authorized to enter into and sign agreements on behalf of the partnership firm including agreements to refer disputes arising under or relating to such agreements to arbitration by a power of attorney duly executed by all the partners and authenticated by Notary Public or a Magistrate.

(c) In the event of the bidder being a Hindu Joint Family concern by the Karta of the Joint Family when

the bid is signed by a constituted attorney of the sole proprietor of a concern or when the e-Bid is signed on behalf of the firms by a constituted attorney of its partners as provided in sub clause (a) and (b) above, then original power of attorney appointing him as such constituted attorney shall be supplied with the e-Bid or if a e-Bid is executed on behalf of a limited company but its constituted

attorney as provided in sub cases (c) above, the original power of attorney along with the resolution (if required under its Articles of Association) authorizing the affixation of its common seal on the power of attorney and a copy of its Articles of Association shall be supplied with the e-Bid. If however, the power of attorney has been previously furnished to and approved by the Purchaser, the contractor need not send the same with the e-Bid.

5.12 Income Tax Registrations, GSTIN and other Registrations

The bidder shall submit along with their E-bid, the name and address of his bankers and the Income Tax Permanent Account Number (PAN) and GSTIN etc. Further, if the bidders are registered with the Directorate General of Supplies and Disposals or the Executive Director, Directorate of Contracts and Materials Management, Nuclear Power Corporation of India Limited, Directorate of Purchase & Stores, Department of Atomic Energy (DAE) as an approved supplier, they shall indicate in the E-bid such registration number, date and its validity date.

6 Validity of E-bids

6.1 E-bids shall be kept valid for acceptance for a period of 120 (one hundred and twenty) days from the last

date specified for receipt of E-bids. E-bids with shorter validity period will be liable for rejection.

7 Expenses towards Submission of Quotations and Liability towards Site Visit / Work 7.1 The Purchaser shall not be responsible for expenses incurred towards preparation and submission of e-Bid

as well as other associated expenses such as site visits. 7.2 In case of erection and commissioning, repairs and such other jobs wherein the bidder’s personnel or

authorised representatives need to visit the Purchaser’s site, they can do so only after obtaining the prior permission of the Purchaser’s site authorities. However, such Tenderer’s whose personnel are granted permission, are deemed to have explicitly agreed to the condition that they shall indemnify and hold harmless the Purchaser and its personnel from and against all liabilities with respect to personal injury, loss or damage to property and any other loss or expenses incurred by bidder’s personnel as a result of such visit.

8 Opening of Tenders 8.1 The tenders will be opened on-line at our NPCIL E-Tendering website i.e. https://npcil.etenders.in as per

schedule given in the tender document. In the case of Public Tender, after online opening of the E-bids, the details of the bids submitted by the bidders will be made available for all the participating bidders.

8.2 For the tenders where Integrity Pact (IP) & Integrity Pact Security (IPBG or Demand Draft) are applicable, the

envelope containing ORIGINAL IP and IPBG will be opened first to verify compliance towards IP & IP Security submission. ANY BID WITHOUT THIS SEPARATE SEALED ENVELOPE CONTAINING ABOVE INTEGRITY PACT (IP) & INTEGRITY PACT SECURITY IN ORIGINAL SHALL BE TREATED AS NON RESPONSIVE BY NPCIL AND SHALL NOT BE OPENED.

9 Terms and Conditions of the Contract 9.1 It must be clearly understood that any contract concluded pursuant to invitation to this tender shall be

governed by the General Conditions of Contract (GCC) and Special Conditions of Contract (SCC) given in Section B of this tender document. Tenderers must, therefore, take special care to go through these conditions of the contract. Tenders made subject to counter conditions or with deviations from the General Conditions of the Contract (GCC) / Special Conditions of Contract (SCC), (SECTION B) of this tender document are liable to be ignored. It should also be realized that failure to bring out deviations from the GCC and / or SCC contained in Section B of this tender document would imply that the tenderer is willing to execute the contract as per the Purchaser’s Terms and Conditions of the Contract.

9.2 Price Basis, Price Adjustment, Contract Currency, Payments and Taxes & Duties Please refer Section B – GCC Clause nos. 5 & SCC Clauses 1 & 2.

10 Test Charges, Spares and Accessories AND Supervision of Erection & Commissioning Charges. 10.1 Routine Test, Special tests, Type Test, Special Type Tests, Seismic Qualifications/Testing 10.1.1 The bidder is required to perform the above tests as specified in the Technical Specification. As regards

Type Tests, Submission of valid Type Test Certificate of previous tests may be considered in lieu of performing the tests, as provided in Technical Specifications.

10.1.2 a) Price for supply of items shall include charges for all Routine Test, Type tests etc. No charges for these

tests shall be claimed/ paid separately.

b) Charges for Special Type Tests, Seismic Qualification/Testing shall not be included in the price of the items and shall be quoted/ claimed separately.

10.2 Spares and Accessories:

10.2.1 Bidders shall also furnish the prices of essential accessories, optional accessories and spares necessary for satisfactory operation of the plant / machinery / equipment / component,

a) for a period of two years and b) for a period of five years

or as specified in the Section C: Technical Specifications

10.2.2 The prices for accessories and spares shall be itemized. E-bids where only lump sum prices are indicated

are liable to be ignored. Particular care must be taken to list out each item of spare and quantity

recommended and also the individual price for these items.

10.3 The Bidders must clearly and separately furnish in their E-bid the charges for Supervision of erection and

commissioning of items to be supplied under the contract.

11 Delivery

11.1 The entire scope covering supply of equipment/machinery/plant/component, etc covered under this tender document shall be completed within the delivery period mentioned mentioned in Notice Inviting Tender(NIT). Milestone chart for detailed manufacturing schedule leading to delivery shall be submitted along with the bid. Tenderers should note that their bid may not be considered by the Purchaser unless the bidders can meet the delivery schedule specified by the purchaser.

11.2 The stores shall be transported to the purchaser’s site directly without any transhipment en-route, in case of

transportation by sea and road. In case of transportation through railways/waterways also the transhipment is generally not allowed. However, transhipment may be allowed at the discretion of the Purchaser for which the contractor needs to explain the need for transhipment and take Purchaser’s prior approval.

12 Price Evaluation 12.1 The price adjustment provisions as indicated in para 8.0 above, shall not be taken into account for evaluation

of offers. e-Bid evaluation will be done based on the total of Summary Prices which are inclusive of GST and all other indirect taxes and duties for supply of items and site work portion as per Section D of the Tender document. To facilitate the evaluation and comparison of prices, all e-bid prices expressed in foreign currency will be converted into Indian Rupees at Bills Selling exchange rates (as established by State Bank of India) applicable on the day seven days prior to due date of submission of e-Bid. If the day seven days

prior to due date of submission of bid happens to be a holiday, the exchange rates of next working day will be considered. For items sourced from abroad and directly delivered to the Purchaser’s site, wherever the ocean/air freight and marine insurance to the port of the Purchaser’s country are not quoted then, 11% of FOB prices will be considered towards ocean/air freight and marine insurance to arrive at CIF prices. In the event the actual cost towards local transportation and other services including customs clearance, port handling, inland transit insurance etc. in India are not quoted as required, the charges towards the same will be considered as 1 ½% of CIF Value for items and materials supplied from abroad and delivered directly to the project site from Indian port of entry. Applicable IGST if not quoted will be loaded to arrive at the final price for the purpose of evaluation in case of unregistered parties.

12.2 For Tender where Fiscal Concessions as per SCC are available/ applicable, the following shall apply:

(a) For evaluation and comparison of bids, a price preference at 15% would be given to the domestically manufactured capital goods. For this purpose, the bid price of the bidders would be increased by 15% of all such CIF components contained in their price bid including the CIF component of the imported raw materials/ components required for manufacture of indigenous items. No exchange rate variation is allowed towards the value of imported raw materials and components included in the Indigenous items. For the purposes of 15% loading as above, the base exchange rates shall be Bills Selling exchange rates (as established by State Bank of India) applicable on the day seven days prior to due date of submission of e-bid. If the day seven days prior to due date of submission of bid happens to be a holiday, the exchange rate of next working day will be considered.

(b) Further the charges for expatriate supervision for erection and commissioning quoted in foreign

currency will not be loaded by 15%.

(c) IGST applicable on the import of finished goods which are to be delivered directly to the Purchaser’s site from the port of import shall be indicated by the Bidder. This IGST will be considered for the purpose of evaluation of the bids.

12.3 The value of mandatory spares will be considered for the E-bid evaluation as per Section – D of the Tender.

Recommended spares will not be included for E-bid evaluation. 12.4 The E-bid evaluation will be done in conjunction with Section: D of the Tender.

13 Acceptance of E-bids 13.1 The Purchaser reserves the right to accept or reject, lowest /any / all E-bid(s), in whole or in part, without

assigning any reasons whatsoever and without any liability to the Purchaser. The bidder not withstanding that his E-bid has not been accepted in whole shall be bound to supply the Purchaser, such item or items and such portion or portions of one or more items, as may be accepted by the Purchaser.

13.2 Acceptance of E-bids by the purchaser may be sent by priced Letter of Intent / Purchase Order / Contract

within the validity of the E-bid. In case of such Letter of Intent, the bidder whose E-bid is accepted and who is herein after referred to as contractor will proceed with the execution of the contract on the basis of such advance acceptance of E-bid without waiting for a formal purchase order/contract and will be responsible to seek and obtain whatever clarifications that are necessary from the purchaser to proceed with the execution of the contract and contractual delivery period will be reckoned from the date of such Letter of Intent.

13.3 Unsuccessful bidder will not be informed of the result of their E-bids.

14 Canvassing 14.1 Canvassing in any form with regard to this tender will lead to rejection of the E-bid.

15 Corrupt or Fraudulent Practices 15.1 NPCIL requires that bidders / suppliers / contractors under this contract, observe the highest standard of

ethics during the procurement and execution of this contract. In pursuance of this policy, NPCIL: (a) defines, for the purpose of these provisions, the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution; and

(ii) “fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of NPCIL, and includes collusive practice among Bidders (prior to or after E-bid submission) designed to establish E-bid prices at artificial non-competitive levels and to deprive NPCIL of the benefits of free and open competition.

(b) will reject a proposal for award of work if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the contract in question.

(c) will declare a Bidder ineligible, either indefinitely or for a stated period of time, to be awarded a contract / contracts if at any time it determines that the Bidder has engaged in corrupt or fraudulent practices in competing for, or in executing, the contract.

16. Banning of Business Dealings by NPCIL 16.1. Grounds for Banning The business dealing with the Contractor shall be liable for banning, on account of the reasons attributable to

them, which shall include, but not limited to the following: 16.1.1. Involvement in cartel formation during bidding. 16.1.2. Baseless allegations by the bidder on NPCIL evaluation Process or officials.

16.1.3. If any of the owner, proprietor or partner of the Contractor, is convicted by a court of law, during bidding

process or currency of the contract, for offences involving corrupt and fraudulent practices including misrepresentation of the facts, moral turpitude in relation to its business dealings with NPCIL.

16.1.4. Malafide /unlawful acts /malpractices or improper conduct on part of Contractor based on the approved

findings of the Investigation agency. 16.1.5. If the Contractor misuses the premises or facilities of the NPCIL forcefully occupies, tampers or damages

the Company properties etc. or fails to vacate the properties/land/complex within reasonable time limit as specified or even after receiving the notices from the department.

16.1.6. Security concerns for the assets of the Corporation and State. 16.1.7. Submission of bids that contain false information or falsified documents or the concealment of such

information in the bids in order to influence the outcome of eligibility screening or /at any other stage of public bidding and execution.

16.1.8. Withdrawal of a bid or refusal to accept an award of contract with the NPCIL without justifiable cause,

after being adjudged as the successful bidder.

16.1.9. Supply of Counterfeit items.

16.2. Show Cause Notice 16.2.1. NPCIL will issue Show Cause Notice to the Contractor on noticing/receipt of a complaint of any

irregularities and /or misconduct and /or unethical practice as mentioned in clause no. 16.1. 16.2.2. Upon receipt of Show cause notice, the Contractor is required to submit the reply to Show Cause Notice

within 30 days of its receipt and no extension shall be given without justifiable reasons. The Contractor shall also be given an opportunity for oral hearing to present the case in person to NPCIL and the date of Oral Hearing will be indicated in the Show Cause Notice. Only the regular employees of Contractor will be permitted to represent the Contractor during the Oral hearing, and no outsider shall be allowed to represent the Contractor on their behalf.

16.3. Period of Banning The period of banning shall be for a period of three years or as considered appropriate by NPCIL in the first

instance and for a period up to five years for repeated instances. 16.4. Effect of Banning of Business Dealings by NPCIL:

In case NPCIL has banned the business dealing with the bidder/contractor, the following shall be the consequences on issuance of the order of banning of business dealings with the bidder/contractor:-

16.4.1. The bidder shall not be allowed to participate in any future tender enquiry. If the bidder has already participated in tender process and the price bids are not opened, his techno-commercial bid will be rejected and price bid will be kept unopened. In cases, where the price bids of bidder have been opened prior to the order of banning, such bids shall be rejected.

16.4.2. The bidder shall not be permitted to participate in any business process in any form or entity i.e. as

Associate/Collaborator/Joint Venture Partner/Consortium Partner of the Main Contractor even if the banning order is passed subsequent to opening of Part-I bids.

16.4.3. The bidder shall not be allowed to participate as Sub-Vendor/sub-contractor in the tenders for contracts

for works, service and supplies. 16.4.4. Even if, the banned contractor is an approved sub-vendor under any Contract for such

equipment/component/service, the Main contractor shall not be permitted to place work order/Purchase order/Service contract on the banned contractor as a sub-vendor after the date of banning even though the name of the party has been approved as a sub-vendor prior to the order of banning.

16.4.5. The completion certificate issued to the contractor shall make a mention regarding banning during

execution of the contract. 16.4.6. Banned bidder shall not be permitted to submit the bid. The bid submitted by the banned bidder shall be

summarily rejected.

17 Civil Liability for Nuclear Damages (CLND) Act 2010 & Rule 2011 thereof:

Subsequent to the enactment of CLND Act 2010 and Rule 2011, the Purchaser shall have Right to Recourse

against the contractor in accordance with provisions under Section 17(a) of Civil Liability for Nuclear

Damage Act, 2010, as referred in GCC.

To have clarity on the terms used in the CLND Act 2010 and Rule 2011 pertaining to Right to Recourse,

following definition to be considered by the bidder before submission of bids.

i. “Contractor” – shall be as per applicable GCC.

ii. “Supplier” shall be as defined in CLND Rule 24-2.

iii. “Product Liability Period (PLP)” shall be as defined in CLND Rule 24-2.

Explanation w.r.t. GCC: In case of supply of equipment(s), PLP shall be the Defect Liability

Period plus contractual Latent Defect Liability Period, where as in case of services, PLP shall

be up to Defect Liability period as defined in applicable GCC.

iv. “Initial License” (Refer CLND Rule 24-2): The initial license, unless otherwise specified,

is valid for a period of five years from the date of its issue by AERB.

18 Disclosures 18.1 Any change in the constitution of the contractor’s firm, where it is a partnership firm as declared in the E-bid

should be disclosed to NPCIL, at any time between the submission of E-bids and the signing of the contract. The same shall be disclosed during the currency as per the GCC clause no. 1.11.2 (Changes in Constitution).

------------------- *----------------------

******

**

Annexure-X

Tender Reference No. : - CMM/KAIGA1-4/KGS1&2/57677

QUALIFICATION CRITERIA

-NIL-

SECTION – B

GENERAL CONDITIONS OF CONTRACT (FORM NO. GCC/Supply-1/Rev.4)

FORM NO. GCC/Supply-1/Rev.4

NUCLEAR POWER CORPORATION OF INDIA LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)

DIRECTORATE OF CONTRACTS AND MATERIALS MANAGEMENT

GENERAL CONDITIONS OF CONTRACT

FOR SUPPLY OF INDIGENOUS STORES

APPLICABLE TO THE CONTRACTS PLACED BY

NUCLEAR POWER CORPORATION OF INDIA LIMITED 28/12/2016

GCC/SUPPLY-1/R-4

GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF INDIGENOUS STORES

PLACED BY

NUCLEAR POWER CORPORATION OF INDIA LIMITED (A GOVERNMENT OF INDIA ENTERPRISE)

Preamble 1.1 The scope of the Contract shall be design, engineering, manufacture, inspection, test, supply, transportation &

delivery, as the case may be, of the Stores, plants, materials, components, equipment, machineries, instruments, appliances and accessories, in accordance with the technical specifications and drawings of the Contract documents.

1.2 The General Conditions of Contract (GCC/Supply-1/R-4) shall form a part of the Contract. 1.3 In case of any variance between the terms and conditions of the General Conditions of Contract (GCC/Supply-1/R-

4) and the conditions as may be stipulated in the Contract, the latter shall prevail to the extent applicable. 1.4 All the rights, discretion and powers of the Purchaser under the Contract shall be exercised by the Purchaser through

written communications, which shall be given by the Executive Director, Directorate of Contracts and Materials Management or other officers authorised by him for and on behalf of the Purchaser.

NUCLEAR POWER CORPORATION OF INDIA LIMITED General Conditions of Contract for Supply of Indigenous Stores

I N D E X

CONTENTS Page No. 1. General Provisions 5

1.1 Definitions 1.2 Interpretations 1.3 Communications 1.4 Language 1.5 Governing Law 1.6 Jurisdiction 1.7 Priority of Documents 1.8 Contractor’s Documents 1.9 Purchaser’s Documents 1.10 Confidentiality 1.11 Consortium / Joint Venture / Partnership 1.12 Country of Origin 1.13 Independent Contracts

2 The Purchaser 11

2.1 Accuracy of Information 2.2 Permit, Licences or Approvals 2.3 Free Issue Material 2.4 Purchaser’s Representatives

3 The Contractor

3.1 General Obligations 11 3.2 Permit, Licences or Approvals 3.3 Compliance with law 3.4 Securities 3.5 Contractor’s Representative 3.6 Sub-contracting 3.7 Subletting or Assignment of Contract 3.8 Quality Assurance

16 4 Subject Matter of Contract

4.1 Scope of facilities 4.2 Delivery Schedule

5 Contract Price and Payment 17

5.1 Contract Price 5.2 Price Basis 5.3 Currency of Payment 5.4 Price Adjustment 5.5 Price Adjustment Formula 5.6 Terms of Payment 5.7 Application for Payment 5.8 Mode of Payment 5.9 Interest on delayed payment 5.10 Recovery of Advance Payments in case of breach of contract 5.11 Recovery of Sums Due 5.12 Taxes and Duties

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6 Guarantee, Liability and Risk Distribution 25

6.1 Completion Time Guarantee 6.2 Delay in Supply 6.3 Functional Guarantee 6.4 Defect Liability 6.5 Transfer of Ownership 6.6 Intellectual Property Rights (IPR) Indemnification 6.7 Indemnity Against Loss / Damage 6.8 Indemnity for Taxes and Duties 6.9 Limitation of Liability 6.10 Insurance 6.11 Force Majeure 6.12 Liability of the Government of India

7 Work Program 35 7.1 Contractor’s Organisation 7.2 Program of Performance 7.3 Work Procedures 7.4 Progress of Performance 7.5 Progress Report 7.6 Hindrances

8 Design and Engineering 36 8.1 General Design Obligation 8.2 Codes and Standards 8.3 Review / Approval of Contractor’s Documents

9 Procurement and Supply 389.1 General Provisions 9.2 Free Issue Materials (FIM) 9.3 Packing and Marking 9.4 Transportation 9.5 Custom Clearance 9.6 Training 9.7 Manuals

10 Quality Assurance, Inspection, Acceptance and Rejections 43

10.1 Quality Assurance Program 10.2 Inspection, Testing and Rejection 10.3 Supervision of Erection & Commissioning

11 Changes in the Scope of Work 46 11.1 Right to vary 11.2 Changes Originating from Purchaser 11.3 Changes Originating from Contractor

12 Time Extension 47

12.1 Extension of Time for Completion GCC/SUPPLY-1/R-4 (28.12.2016) 3 OF 54 +


13 Foreclosure and Termination 48

13.1 Foreclosure of Contract 13.2 Cancellation / Termination of Contract in Full or Part 13.3 Termination on Death

14 Settlement of Disputes 52

14.1 Settlement by Mutual Consultation 14.2 Arbitration 14.3 General

15 Abbreviations Used 54

List of Annexures

Annexure-A : Format for “Advance Bank Guarantee” Annexure-B : Format for “Security Deposit” Annexure-C : Format for “Performance Bond” Annexure-D : Format for “Application for Payment” Annexure-E : Format for “Indemnity Bond against Free Issue Material Annexure-F : Format for “Certificate towards Excise Duty” Annexure-G : Format for “Certificate towards Sales Tax” Annexure-H : Format for “Certificate towards Service Tax”

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1 GENERAL PROVISIONS 1.1 Definitions 1.1.1 "Acceptance” shall mean and deemed to include one or more of the following as stipulated in the tender:

a) acceptance of the Stores at Purchaser’s Site after its receipt and due inspection and release of “Material Receipt Voucher” (MRV), which should be completed within 75 (seventy five) days from the date of receipt of the Stores at Purchaser’s Site, subject to the Contractor meeting the requirements stipulated in the Contract.

b) where the scope of the Contract includes supply, erection and commissioning, acceptance shall mean issue of

necessary Material Receipt Voucher after commissioning and final acceptance of Equipment, Machinery and Instrument etc. which should be completed within 75 (seventy five) days from the date of commissioning of the Stores at Purchaser's Site, subject to the Contractor meeting the requirements stipulated in the Contract.

1.1.2 “Bid” shall mean the tender offer and quotation in response to the Tender Enquiry. 1.1.3 “Change Order" shall mean a written amendment to the existing contract or a new contract from the Purchaser

to the Contractor after the Effective Date of the contract requiring a change in any part of the Stores that may involve a) a change in the scope of work, b) addition / omission of work, and c) a change in any of the provision / scope of the contract.

1.1.4 “Consignee” shall mean the authorised representative or officer of the Purchaser at site to whom the Stores are

required to be delivered in the manner indicated in the Contract. 1.1.5 "Contractor” shall mean firm / company / joint venture / consortium with whom or with which the purchase

order for the supply of Stores is placed and shall be deemed to include the Contractor’s legal successors and/or assignees (approved by the Purchaser), representatives, heirs, executors and administrators unless excluded by the Contract.

1.1.6 "Contract" or "Purchase Order" shall mean the communication or document signed for and on behalf of the

Purchaser by an Officer duly authorised confirming the acceptance for and on behalf of the Purchaser of Tender or Offer of the contractor on the terms and conditions mentioned or referred to in the said communication and other documents including Tender Document, Terms and Conditions of the contract and such other documents as may be expressly incorporated in the Contract by reference and all mutually agreed amendments in writing made to any of them

1.1.7 “Contractual Delivery Date” shall mean the stipulated date on which the contractor shall attain

‘completion’ of the Supply of Stores, as specified in the purchase order.

1.1.8 “Contract Price” shall mean the price as specified in “Section A – Item and Price Schedule” of the

Contract subject to such addition and adjustment thereof or deduction there from, as may be made pursuant to the contract.

1.1.9 “Day” or “Days” shall mean a Gregorian calendar day or days of twenty-four (24) hours each. GCC/SUPPLY-1/R-4 (28.12.2016) 5 OF 54


1.1.10 “Defect Liability Period” shall mean the period of validity of the warranties given by the contractor during

which the contractor is responsible for defects with respect to the Stores or the relevant part thereof as provided in GCC clause 6.4 (Defect Liability).

1.1.11 “Effective Date” or "Commencement Date" shall mean the date of issue of Purchase Order on which the

contract shall come into force.

1.1.12 “GCC” shall mean this General Conditions of the Contract for Supply of Indigenous Stores. 1.1.13 "Latent Defect" shall mean a defect, inherently lying within the material or arising out of design deficiency,

which do not manifest themselves and/or was not reasonably discoverable during Defect Liability period.

1.1.14 “Month ” shall mean a month according to Gregorian calendar.

1.1.15 “Quality Surveillance Engineer / Inspector” shall mean any person appointed by or on behalf of the

Purchaser to inspect or carry out quality surveillance on supplies, stores or work under the Contract or any person deputed by the Quality Surveillance Engineer for the said purpose.

1.1.16 "Particulars" shall mean the following:

a) Specification(s); b) Drawing(s); c) Sealed pattern denoting a pattern sealed and signed by the Quality Surveillance Engineer; d) Proprietary make denoting the produce of any individual firm; and e) Any other details governing the construction, manufacture and/or supply as provided in the Contract.

1.1.17 "Party" shall mean Purchaser or Contractor as named in the Contract individually and “Parties” shall mean

Purchaser and Contractor collectively. 1.1.18 "Performance Test" shall mean all operational checks and tests required to determine the performance

parameters including inter-alia capacity, efficiency and operating characteristics of the Stores as specified in the Contract.

1.1.19 “Plant and Equipment” means permanent plant, equipment, machinery, apparatus, systems, articles

and things of all kinds to be provided by the Contractor under the Contract including the spare parts, tools & tackles to be supplied by the Contractor.

1.1.20 “Project Manager” shall mean the person appointed by the Purchaser in the manner provided in GCC

sub-clause 2.4.2 (Purchaser’s Representatives) hereof and named as such in the Contract. 1.1.21 "Purchaser" shall mean the Nuclear Power Corporation of India Limited, a Government of India Enterprise

acting through Executive Director, Directorate of Contracts & Materials Management.

1.1.22 “SCC” shall means Special Conditions of the Contract hereof.

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1.1.23 "Shipping Release" shall mean the document issued by the inspector or the inspection agency nominated by the

Purchaser authorising the Contractor to ship the Stores on satisfactory completion of inspection. 1.1.24 “Site” means the place(s) where the Stores are to be supplied and any other places as may be specified in the

Contract as forming part of the Site. 1.1.25 "Stores” shall mean and include what the Contractor agreed to supply under the Contract as specified in

the Contract and shall include inter-alia goods and materials, equipment, machinery, components, instruments, appliances, accessories and plant.

1.1.26 “Sub -contractor” shall mean any person on whom preparation of any design, or supply of any Stores and Other

Service(s) is subcontracted directly or indirectly by the Contractor and includes its legal successor or permitted assignees, and unless otherwise stated, all the Sub-contractors and suppliers to such Person and the term Sub-Contract shall be construed accordingly.

1.1.28 “Willful Misconduct ” shall mean that the Contractor has intentionally concealed the defect in full knowledge

of the consequences that may flow from its existence and the defect is one, which the Purchaser could not have discovered on careful examination of the Plant at the time of acceptance or during the Defect Liability Period.

1.2 Interpretation 1.2.1 In the Contract, except where the context requires otherwise:

(a) words indicating one gender include all genders;

(b) words indicating the singular also include the plural and words indicating the plural also include the singular;

(c) provisions including the word “agree”, “agreed” or “agreement” require the agreement to be record in writing;

(d) the word “tender” is synonymous with “bid”, “tenderer” with “bidder” and “tender documents” with

“bidding documents”; and

(e) “written” or “in writing” means hand-written, type-written, printed or electronically made, and resulting in a permanent record.

The marginal words and headings shall not be taken into consideration in the interpretation of these Conditions.

1.2.2 Persons

Words incorporating persons or parties shall include firms, consortiums, corporations, government entities and other bodies whether incorporated or not but having legal entity.

1.2.3 Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by Incoterms 2000.

Incoterms means international rules for interpreting trade terms published by the International Chamber of Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris, France.

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1.2.4 Entire Agreement

The Contract constitutes the entire agreement between the Purchaser and Contractor with respect to the subject matter of Contract and includes all written communications, negotiations and agreements of parties with respect thereto made prior to the date of Contract that are included as reference in the Contract.

1.2.5 Non-waiver

No relaxation, forbearance, delay or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect or restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract.

Any waiver of a party’s rights, powers or remedies under the Contract must be in writing, must be dated and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

1.2.6 Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

1.3 Communications 1.3.1 Unless otherwise stated in the Contract, all communications to be given under the Contract shall be in writing, and

shall be sent by personal delivery, airmail post, special courier or facsimile to the address of the relevant party set out in the Contract.

1.3.2 For communications to be sent by the Purchaser to the Contractor, the following provisions shall apply:

a) Any communication sent by airmail post or special courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered ten (10) days after dispatch. In proving the fact of dispatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and conveyed to the postal authorities or courier service for transmission by airmail or special courier.

b) Any communication delivered personally or sent by facsimile shall be deemed to have been delivered on date

of personal delivery or date of its dispatch, as the case may be. 1.3.3 Communications shall be deemed to include any approvals, consents, instructions, notices, orders, amendment to

the Contract and certificates to be given under the Contract.

1.3.4 Either party may change its postal, facsimile address or addressee for receipt of such communication by

10 days’ notice to the other party in writing.

1.4 Language 1.4.1 The ruling language of the Contract and language for communication shall be English.

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1.5 Governing Law 1.5.1 The Contract shall be governed by the law of the country. The country unless otherwise stated in the contract shall be India.

1.6 Jurisdiction 1.6.1 The courts in Mumbai shall have exclusive jurisdiction to deal with and decide all disputes arising out of related Contract.

1.7 Priority of Documents 1.7.1 The documents forming the contract are to be taken as mutually explanatory of one another. For the purposes of

interpretation, the priority of documents shall be in accordance with the following sequence: a) the Contract Agreement / Purchase Order b) the Special Conditions of Contract (SCC) c) the General Condition of Contract (GCC)

d) the Tender (including technical specifications, drawings, etc.) document, other than Sr. (b) & (c) above.

1.8 Contractor’s Documents 1.8.1 As between the Parties, the Contractor shall retain the rights for which the Contractor has copyrights and other

intellectual property rights (IPR), and for all other documents prepared / created in the course of execution of the Contract, the IPR will remain with the Purchaser.

1.8.2 The Contractor shall be deemed to give to the Purchaser a non-terminable transferable non-exclusive royalty-free

licence to copy, use and communicate the contractor’s documents, including making and using modifications of them. This licence shall:

(a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the Stores,

(b) entitle any person in proper possession of the relevant part of the Stores to copy, use and communicate the

contractor’s documents for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the Stores, and

(c) in the case of contractor’s documents which are in the form of computer programs and other

software, permit their use on any computer on the Site and other places as envisaged by the Contract, including replacements of any computers supplied by the Contractor.

1.9 Purchaser’s Documents 1.9.1 As between the Parties, the Purchaser shall retain the copyright and other intellectual property rights in the

Specification, the Drawings and other documents made by (or on behalf of) the Purchaser. The Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of the Contract. They shall not, without the Purchaser’s consent, be copied, used or communicated to a third party by the Contractor, except as necessary for the purposes of the Contract and with prior consent of the Purchaser.

1.10 Confidentiality 1.10.1 The Contractor shall take necessary steps to ensure that all persons employed on any work in connection with this

Contract have noticed that the Indian Official Secrets Act, 1923 (XIX of 1923) applies to them and shall continue to apply even after the execution of the Contract.

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1.10.2 All information, drawings, designs and specifications imparted to the Contractor shall, at all times, remain the

absolute property of the Purchaser. The Contractor shall not use them for purposes other than for which they are provided for and shall treat all these documents as confidential. These shall not be reproduced in whole or in part for any other purpose.

1.10.3 The Contractor shall use his best endeavours to ensure that such information are not divulged to third parties

except where needed for the performance of the Contract by the Contractor with the prior consent of the Purchaser. In such cases, the Contractor shall ensure and obtain similar obligation of confidence, from third parties in question.

1.10.4 The Contractor shall at his own cost procure from his own employees, agents or sub-contractors (and agents and

sub-contractors of such agents and sub-contractors) the execution of a Confidentiality Agreement in the form and manner acceptable to the Purchaser and shall do or assist in doing all such acts, deeds and things to cause such employees, agents and sub-contractors to whom the confidential information is given, to be bound by all the confidentiality obligations as the Contractor is bound under this Agreement.

1.10.5 The provisions of this clause of GCC shall survive termination for whatever reason, of the Contract.

1.11 Consortium / Joint Venture / Partnership 1.11.1 Joint and Several Liability

If the Contractor constitutes a joint venture, consortium or other unincorporated grouping of two or more entities:

a) each of these entities shall be deemed to be jointly and severally liable to the Purchaser for the performance of the Contract

b) these entities shall notify the Purchaser one of such entities as their leader who shall have authority to bind the

Contractor and each of these entities.

1.11.2 Changes in Constitution

Where the Contractor is a partnership firm, Joint Venture or consortium, prior approval in writing of the Purchaser shall be obtained before any change is made in the constitution of the contractor.

If prior approval as aforesaid is not obtained, the contract shall be voidable in accordance with the GCC clause 13.2 (Cancellation / Termination of Contract in Full/Part) at the Purchaser’s discretion.

1.12 Country of Origin 1.12.1 “Country of Origin” means the place where the materials, equipment and other supplies for the Facilities are mined, grown, produced or manufactured, and from which the services are provided.

1.13 Independent Contracts 1.13.1 The Contractor shall be an independent contractor performing the Contract. The Contract does not create any

agency, partnership, joint venture or other joint relationship between the parties hereto.

Subject to the provisions of the Contract, the Contractor shall be solely responsible for the manner in which the Contract is performed. All employees, representatives or Subcontractors engaged by the Contractor in connection with the performance of the Contract shall be under the complete control of the Contractor and shall not be deemed to be employees of the Purchaser, and nothing contained in the

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Contract or in any subcontract awarded by the Contractor shall be construed to create any contractual relationship between any such employees, representatives or Subcontractors and the Purchaser. The Contractor shall indemnify the Purchaser for any loss suffered or costs incurred by the Purchaser on account of any claims raised by the representatives, employees or third parties to whom the contractor is solely responsible in terms hereof or under the Contract.

2. THE PURCHASER 2.1 Accuracy of Information 2.1.1 The Purchaser shall ensure the accuracy of all information and/or data to be supplied by the Purchaser as described in the Technical Specification of the Tender, except when otherwise expressly stated in the Contract.

2.2 Permits, Licenses or Approvals 2.2.1 The Purchaser shall provide, at the request of the Contractor, such reasonable assistance in the form of issue of

necessary certificates as required under law so as to allow the Contractor to obtain any permits, licenses or approvals required by the Laws of the Country, which the Contractor is required to obtain under GCC clause 3.2, for the delivery of Goods including clearance through customs. However, no claims can be made by the contractor with respect to this clause. The Contractor shall bear all cost charges and expenses for the licenses, permits and approvals required to be obtained by him under clause 3.2 hereof.

2.2.2 The Purchaser shall acquire and pay for all permits, approvals and/or licenses from all local, state or national

government authorities or public service undertakings that such authorities or undertakings require the Purchaser to obtain them in the Purchaser’s name, and are necessary for the execution of the project.

2.3 Free Issue Material 2.3.1 The Purchaser shall provide Free Issue Material (FIM) if specified in the tender, to Contractor, as per quantities/sizes indicating costs of such free issue material mentioned in the tender.

2.4 Purchaser’s Representatives 2.4.1 Senior General Manager / General Manager / Additional General Manager / Deputy General Manager,

C&MM as mentioned in the Contract is the Purchaser’s representative for all commercial matters of the Contract.

2.4.2 Project Manager: The Project Manager as mentioned in the Contract will be the Purchaser’s representative for

all technical matters under the Contract and will remain the nodal agency for this purpose during the execution of the Contract.

3 THE CONTRACTOR 3.1 General Obligations 3.1.1 The Contractor shall design (to the extent specified in the Contract), procure / manufacture (including associated

Purchases and/or sub-contracting), inspect, test, pack and supply the Stores with due care and diligence in accordance with the Contract and with the Purchaser’s instructions, and shall remedy any defects in the Stores occurring in defect liability period, and remedy latent defects within a further period of five (05) years from end of defect liability period.

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3.1.2 The Stores supplied by the Contractor shall be brand new of the best quality and workmanship and shall comply

in all respects with Particulars of the Contract. When completed, the Stores shall be fit for the purposes for which the Stores are intended as defined in the Contract.

3.1.3 The Contractor shall, whenever required by the Purchaser, submit details of the arrangements and methods which

the Contractor proposes to adopt for the execution of the Contract. No significant alteration to these arrangements and methods shall be made without this having previously been notified to the Purchaser.

3.1.4 The Contractor shall be deemed to have carefully examined all Contract documents and obtained clarifications

from the Purchaser where needed to his entire satisfaction before submitting the bid. In particular and without prejudice to the foregoing conditions and in addition thereto, when tenders are called for furnishing Particulars, the Contractor’s tender to supply in accordance with such Particulars shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and no claim on his part which may arise on account of non-examination or misunderstanding of the Particulars will, in any circumstances, be considered/payable by the Purchaser.

3.2 Permits, Licenses or Approvals 3.2.1 The Contractor shall, at his own cost, acquire in its name all permits, approvals and/or licenses from all local, state

or national government authorities or public service undertakings in India that are necessary for the performance of the Contract. The Contractor shall also acquire all other permits, approvals and/or licenses that are not the responsibility of the Purchaser under GCC sub-clause 2.2.2 hereof and that are necessary for the performance of the Contract.

3.3 Compliance with law 3.3.1 The Contractor shall comply with all laws in force in India and in the States where the Stores are manufactured.

The laws will include all local, state, national or other laws that affect the performance of the Contract and bind upon the Contractor. The Contractor shall indemnify and hold harmless the Purchaser from and against any and all liabilities, damages, claims, fines, penalties and expenses of whatever nature arising or resulting from the violation of such laws by the Contractor or its personnel, including the Sub-contractors and their personnel, but without prejudice to GCC clause 2.1 (Accuracy of Information) hereof.

3.4 Securities 3.4.1 The contractor shall provide the securities in favour of the Purchaser in the form of bank guarantees as stated in

GCC sub-clause no. 3.4.2, 3.4.3 and 3.4.5 here in below subject to the following conditions,

a) The bank guarantee shall be from scheduled commercial bank in India (except co-operative bank) and shall be governed by Indian Laws and be subject to the jurisdiction of courts in Mumbai, India.

b) The bank guarantees shall be submitted as per the format annexed to this GCC. c) All bank guarantees are to be sent by the bankers directly to the Purchaser.

d) The value of the bank guarantees submitted towards security of advance payments as per GCC sub-clause

3.4.3 herein below may be reduced once in six months to the extent of receipt of items/materials by the Purchaser and the advance amount adjusted against such receipts.

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3.4.2 Security Deposit:

a) Contractor shall furnish Security Deposit for 10% of the total value in respective contract currencies, for due performance of the said contracts, in the form of a Bank Guarantee within 30 days from the date of award of contracts and it shall be valid till satisfactory completion of the contract and submission of Performance Bond Bank Guarantee pursuant to GCC Sub clause 3.4.5 below, plus a claim period of three months for lodging of claims, if any.

b) If the Contractor fails to provide the Security Deposit Bank Guarantee as stated herein above, within 30 days from the date of issue of Contract such failure shall constitute a breach of contract and the Purchaser shall be entitled to cancel the Contract and make alternate arrangements for the purchase of the Stores contracted from other sources at the risk and expense of the Contractor in terms of GCC sub-clause no. 13.2 (Cancellation/Termination of Contract in Full or Part) hereof and/or recover from the Contractor the damages arising from such cancellation.

c) In the event, the Contractor fails to fulfil the obligations under the Contract, the Purchaser shall have the right to encash and appropriate the Security Deposit Bank Guarantee. This right shall be in addition to and without prejudice to the rights of the Purchaser to recover from the Contractor any loss or damages that the Purchaser is herein entitled.

3.4.3 Advance / Stage Payments Security

As a pre-requisite for release of advance/stage payments, Contractor shall submit bank guarantee for equal amount denominated in the currency in which such advance/stage payments are to be released, valid till completion of supply plus three months claim period.

3.4.4 Where the Contractor fails to complete supply of Stores within the Contractual Delivery Date, the Contractor shall

extend the validity of Bank Guarantee(s) submitted pursuant to GCC clause nos. 3.4.2 and 3.4.3 above, suitably to cover the extended/expected delivery date well in time and in any extent two(02) months before expiry of original Contractual Delivery Date, failing which, the Purchaser shall have the right to invoke the Bank Guarantee(s) without prejudice to the terms and conditions of the contract.

3.4.5 Performance Bond:

a) The contractor shall submit a Performance Bond in the form of Bank Guarantee for an amount equal to ten (10) percent of the total value of the contract as a security for satisfactory performance and warranty/ guarantee of the Stores supplied by the Contractor and its sub-contractors under the contract.

b) The Performance Bond Bank Guarantee shall be submitted on completion of supply and before release of (balance 10%) final payment and shall remain valid during the complete defect liability period as per GCC Sub Clause 6.4.1 and any extension to defect liability as per GCC Sub Clause no. 6.4.4 plus a claim period of three (03) months thereafter for lodging of claims.

c) The Performance Bond Bank Guarantee shall also be extended suitably, pursuant to GCC sub-clause no. 6.4.4 (Extension of Defect Liability), at least thirty days before the expiry of the period of validity thereof in the event of repair / replacement of any Stores or any part thereof during defect liability

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period to take care of extended defect liability period of Stores repaired/replaced and/or Stores remaining idle due to such defects and repair / replacement of the same.

3.4.6 In the event the Contractor is required to extend the validity of the Bank Guarantees submitted for Security

Deposit, Advance Payment and Performance Bond for delays attributable to the Purchaser, the corresponding Bank Guarantee Extension charges shall be borne by the Purchaser.

3.4.7 Indemnity Bond for Free Issue Material (For Fabrication of Items at Contractors works outside

Purchaser’s site)

The Contractor shall execute an Indemnity Bond in favour of the Purchaser indemnifying the Purchaser and keeping the Purchaser indemnified to the extent of full value of FIM till such time the entire contract is executed and proper account for the FIM is rendered by the former to the latter. For this purpose an Indemnity Bond as per Annexure-E shall be executed by the Contractor.

3.5 Contractor’s Representative 3.5.1 The Contractor shall appoint the Contractor’s Representative within fourteen (14) days of issue of the

Purchase Order and shall request the Purchaser in writing to approve the person so appointed. If the Purchaser makes no objection to the appointment within fourteen (14) days, the Contractor’s Representative shall be deemed to have been approved. If the Purchaser objects to the appointment within fourteen (14) days giving the reason therefore, then the Contractor shall appoint a replacement within fourteen (14) days of such objection, and the foregoing provisions of this GCC sub-clause no.3.5.1 shall apply thereto.

The Contractor’s Representative will have to be assisted by senior executives of the company in charge of each discipline, i.e., Engineering, Planning, Procurement, Manufacturing and Quality Assurance etc. He shall be vested with powers to take prompt decisions.

3.5.2 The Contractor’s Representative shall represent and act for the Contractor at all times during the currency of the

Contract. All notices, instructions, information and all other communications to be given by the Purchaser to the Contractor under the Contract shall be given to the Contractor’s Representative, except as herein otherwise provided. All the contractor’s notices, instructions, information and other communication under the contract shall be given by the Contractor’s Representatives in the following manner. Regarding,

(a) Commercial Issues: Senior General Manager/ General Manager/ Additional General Manager/ Deputy

General Manager, C&MM as specified in the Purchase Order (b) Technical issues: Project Manager

3.5.3 The Contractor shall not revoke the appointment of the Contractor’s Representative without the

Purchaser’s prior written consent, which shall not be unreasonably withheld. If the Purchaser consents thereto, the Contractor shall appoint some other person as Contractor’s representative, pursuant to the procedure set out in GCC sub-clause 3.5.1.

3.5.4 The Purchaser may by notice to the Contractor object to any representative or person employed by the Contractor

in the execution of the Contract who, in the reasonable opinion of the Purchaser, may behave

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inappropriately, may be incompetent or negligent, the Purchaser shall provide evidence of the same, where upon the Contractor shall remove such person from the execution of the Contract.

3.5.5 If any representative or person employed by the Contractor is removed in accordance with GCC sub-clause 3.5.4,

the Contractor shall, where required, promptly appoint a replacement.

3.6 Sub-contracting 3.6.1 The Contractor shall not sub contract any or all of the work without written consent of the Purchaser. The

Contractor shall be solely responsible to the Purchaser for all work including that of the sub-contractor, if allowed by the Purchaser.

3.6.2 The corresponding Annexure (List of Approved Subcontractors) to the Contract specifies major items of supply or

services and a list of approved Subcontractors against each item, including vendors. The bidder in his bid or Part-I bid in the case of two part tender, may indicate additional subcontractors for any of the given items, for evaluation by the Purchaser and if found acceptable, inclusion of such subcontractor in approved subcontractors list. In so far as no Subcontractors are listed against any such item, the Contractor shall prepare and submit to Purchaser a list of Subcontractors for such items for approval and inclusion in such list. List of sub-vendors as issued with the Contract shall be strictly adhered to for procurement of goods/services from designated subcontractor(s). However, under very special and extra-ordinary circumstances, Contractor may request Purchaser for change of subcontractor giving sufficient reasons and submit name and credentials along with contractors recommendation of subcontractor(s) proposed by him to the Purchaser for approval, in sufficient time so as not to impede the progress of work. Approval by the Purchaser for any of the Subcontractors shall not relieve the Contractor from any of its obligations, duties or responsibilities under the Contract.

3.6.3 The Contactor shall select and employ its Subcontractors for such major items from those listed in the lists

referred to in GCC sub-clause 3.6.2.

3.6.4 All payment to the sub-contractors shall be made by the Contractor. 3.6.5 In the event the Contractor violates the condition for obtaining consent under clause 3.6.1 above, the Purchaser

shall become entitled, in its discretion, to rescind that part of the Contract in respect of which such violation has taken place, by giving 30 days notice to the Contractor. However, the Purchaser may in the alternative, scrutinise such Sub-Contract or the Agreement entered into between the Contractor and the Sub-Contractor, and either, ratify such sub-contract/ agreement subject to any conditions or stipulations imposed by the Purchaser in that regard, or afford time to the Contractor to rectify/ remedy his breach.

3.6.6 It will be the duty of the Contractor to make good any defects in the work of the Sub-Contractor or finish any

incomplete work at his own cost, and/or to compensate the Purchaser for any damage done by the Sub-Contractor to the Property or Project of the Purchaser.

3.7 Subletting or Assignment of Contract 3.7.1 The Contractor shall not sublet, transfer or assign the Contract or any part thereof or bills or any other benefits,

accruing there from or under the contract without the prior written consent of the Purchaser. Such assignment or sub-letting if approved by the Purchaser shall not relieve the Contractor from any contractual obligation or responsibility under the Contract.

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3.7.2 Any breach of this condition shall entitle the Purchaser to cancel the Contract or any part thereof and to purchase

from other sources at the risk and cost of the Contractor in terms of GCC sub-clause no. 13.2 (Cancellation/Termination of Contract in Full or Part) hereof and/or recover from the Contractor damages arising from such cancellation.

3.8 Quality Assurance 3.8.1 Procurement, Manufacture & Supply of Stores by the Contractor or Subcontractor(s) shall be subjected to

Purchaser’s Quality Assurance (QA) requirement as per GCC clause no. 10 (Quality Assurance, Inspection, Acceptance and Rejection).

4 SUBJECT MATTER OF CONTRACT 4.1 Scope of Work 4.1.1 Unless otherwise expressly limited in the Technical Specifications, the Contractor’s obligations cover

the supply of all Plant and Equipment (covering design, engineering, procurement, manufacture, Quality Assurance, testing, packing & forwarding transportation and delivery at site) in accordance with the plans, procedures, specifications, drawings, codes and any other documents as specified in the Technical Specifications. Such specifications include, but are not limited to, supply of Spares and Accessories.

4.1.2 In the case of any class of work for which there is no such specifications as referred to above, such work shall be

carried out in accordance with Bureau of Indian Standards Specifications. In case there are no such specifications in Bureau of Indian Standards the work shall be carried out as per manufacturers' specifications. In case there are no such Specifications as referred to above the work shall be carried out in all respects in accordance with the instructions and requirements of the Project Manager.

4.1.3 The Contractor shall carry out / ensure the manufacture of Stores and all other execution of the Contract with

properly equipped facilities and non-hazardous materials, except as otherwise specified in the Contract and without any extra cost to the Purchaser.

4.1.4 The Contractor shall, unless specifically excluded in the Contract, perform all such work and/or supply all such

items and materials not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for efficient functioning of the Stores as per specifications of the Tender, as if such work and/or items and materials were expressly mentioned in the Contract, and without any extra cost to the Purchaser.

4.1.5 Alteration Of Specifications, Patterns And Drawings:

a) The Purchaser reserves the right to alter whenever necessary specifications, patterns and drawings. As from that date, the Stores shall be in accordance with the specifications, patterns and drawings so altered which the Contractor is bound to comply with.

b) In the event of such alteration involving a revision in the cost, or in the delivery period the same shall be

discussed and mutually agreed pursuant to GCC clause no. 11.2 (Changes Originating from Purchaser).

4.2 Delivery Schedule 4.2.1 Date of delivery of the Stores stipulated in the Contract, shall be the essence of the Contract and delivery of Stores

must be completed by the dates specified therein. Unless otherwise agreed, the Contract shall come into force from the date of issue of priced Purchase Order (Effective Date) and accordingly

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contractual delivery period shall be reckoned from that date for the purpose of fixing Contractual Delivery Date (CDD).

4.2.2 The Contractor shall complete delivery of the Stores (or of a part where a separate time for delivery of such part is

specified in the Contract) within the Contractual Delivery Date (CDD) stated in the contract. Acceptance by the Purchaser of the Stores delivered by the Contractor after expiry of CDD shall be subjected to GCC clause no. 6.2 (Delay in Supply).

4.2.3 The Contractor shall also ensure that the work sub-contracted by him is duly completed in time period specified

herein.

5 CONTRACT PRICE AND PAYMENT 5.1 Contract Price 5.1.1 The contract price shall be as specified in Section-A of the purchase order, which shall be stated and payable in

the currency as mentioned in GCC clause no. 5.2 (Price Basis) and 5.3 (Currency of Payment) below. 5.1.2 For contract(s) with contractual delivery period less than and upto 12 (twelve) months, the contract price shall be

firm. However, contract price for such contracts(s) can be subjected to price adjustment only in the event of delay attributable to the Purchaser causing actual contract period to exceed 12 (twelve) months, as provided in GCC Sub clause 5.4.2.

5.1.3 For contracts with contractual delivery period exceeding 12 (twelve) months, the contract price shall be subjected

to price adjustment either on positive or on negative side as per GCC clause nos. 5.4 & 5.5 below to reflect changes in the cost of labour, material etc. Any

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