kudankulam nuclear power project...nuclear power project, nuclear power corporation of india...

NUCLEAR POWER CORPORATION OF INDIA LIMITED (A Government of India Enterprise)

Kudankulam Nuclear Power Project

CONTRACTS & MATERIALS MANAGEMENT GROUP

TWO PART TENDER DOCUMENT FOR

INDIGENOUS ITEMS

(Through e-Mode)

Tender No: KKNPP/1&2/CMM/TPT/18196

SECTION-A : INVITATION TO TENDER AND TENDERING CONDITIONS SECTION-B : GENERAL CONDITIONS OF CONTRACT (GCC/SUPPLY-1/R-4)

& SPECIAL CONDITIONS OF CONTRACT (SCC)

SECTION-C : TECHNICAL SPECIFICATIONS OF STORES SECTION-D : FORMAT FOR SUBMISSION OF PART-I

(TECHNICAL AND COMMERCIAL BID EXCEPT PRICE) SECTION-E : FORMAT FOR SUBMISSION OF PART-II (PRICE BID) OF THE TENDER



Contracts and Materials Management Group

TWO PART TENDER FOR INDIGENOUS ITEMS

Tender No: KKNPP/1&2/CMM/TPT/18196

Last Date for Receipt of both Part-I (Technical & Commercial Bid except price) and Part – II (Price bid) of the Tender:

As indicated in NIT

To, M/s. ________________________________________________ ____________________________________________________ ____________________________________________________ ____________________________________________________ Dear Sirs,

Sub: Supply of Flanges for PAS System

**** This booklet/document contains invitation to tender, tendering conditions, contracting conditions and specifications of stores required by us. The tenders in respect of this case are to be submitted in TWO PARTS in on-line bidding forms at https://npcil.etenders.in only. If you are interested to quote, please go through the contents particularly the tendering conditions and ensure that your e-bid submission shall be completed on or before the last date and time as indicated in Notice Inviting Tender (NIT).

Yours faithfully,

( M.R.Mehta) SM (C&MM)

For and on behalf of Nuclear Power Corporation of India Ltd., (The Purchaser)

e-TPT/SUPPLY-1

NUCLEAR POWER CORPORATION OF INDIA LTD. (A Govt. of India Enterprise)

Contracts & Materials Management Group

Notice Inviting e-Tender (NIT)

Phone No. 04637-282199

Fax No. 04637-282197

e-mail : [email protected]

Kudankulam PO, Radhapuram Taluk,

Tirunelveli District – 627106, Tamil Nadu.

The General Manager, C&MM, on behalf of Nuclear Power Corporation of India Limited (NPCIL) invites online (e-Tender) bids in Two Part from bidders on E-tendering Portal of NPCIL for following items as per the details given below:

1.1 Tender No. & Description : Tender No: KKNPP/1&2/CMM/TPT/18196 for Supply of Flanges for PAS System

1.2 Tender Fee in Indian Rupees

(Non-refundable) : Rs.590/-

1.3 Tender Document Sale/Web download Start date

: As indicated in NIT

1.4 Pre-Bid Meeting Date & Time : Not applicable

1.5 Last Date for Sale/Web Download of Tender : As indicated in NIT

1.6 Due Date for Submission of both Part-I & Part-II of Tender


1.7 Date for Opening of Part-I Tender


A. QUALIFICATION REQUIREMENTS: As stipulated in Clause No. 2.0 of ITT under Section-A.

B. Any offers not complying with the features specified in the tender specifications are liable for

rejection. C. For complete description, tender document & participation details, please visit our e-Tender website

https://npcil.etenders.in.

D. Prospective bidders are required to register online on NPCIL e-Tendering Portal along with requisite

digital signature to participate in above E-Tender.

E. For Pre-bid meeting, Tenderers should send their queries, if any, at least three days before the date of

Pre-Bid meeting date to [email protected]

F. NPCIL reserves the right to accept / reject any or all bids in part / full without assigning any reason.

G. If the due date for opening of Tender happens to be a holiday in KKNPP, NPCIL; the same will be

carried out on the next working day at the same time.

H. For query, if any, please contact The General Manager (C&MM), Contracts & Materials Management Group, Nuclear Power Corporation of India Limited, Kudankulam Nuclear Power Project, Kudankulam PO, Radhapuram Taluk, Tirunelveli Dist – 627106.

I. Bidders are advised to submit their bids well in time to avoid any last minute hindrance.

Note: Bidders may please note that any future notifications, changes, extension of due date corrigendum etc. with regards to this tender, will be published only at NPCIL e-tendering website and not through print media.

**********



CONTRACTS & MATERIALS MANAGEMENT GROUP

Phone No. : 04637-212199

Fax No. : 04637-282197

e-mail : [email protected]

Kudankulam PO. – 627106 Radhapuram Taluk,

Tirunelveli District, Tamil Nadu

GST IN Number : 33AAACN3154F2ZW

INSTRUCTION SHEET Instruction to Tenderers indicating the tender number, last date and time for receipt and opening of on-line tender through NPCIL’s e-tendering web site. Tender No. : 1.0 Last date for submission Online both Part I

(Technical and Commercial bid except price) and Part II (Price bid) on our NPCIL’s e-Tendering web site https://npcil.etenders.in . All e-Bids shall be submitted through “On-line Bidding Forms” provided at our above web site only. No bid is accepted in manual mode.

: As per NIT

2.0 Due Date and Time for On-Line

Opening of Part-I of the e-Tender i.e. (Technical and Commercial Bid except Price) at our NPCIL’s e-Tendering web site https://npcil.etenders.in.

: As per NIT

3.0 Due date and time for On-line opening of Part-II (Price bid) of the bidder will be decided by the Purchaser and the same shall be intimated only to those bidders, whose e-bids are found acceptable in Part-I, in advance.

4.0 Opening of e-Tenders:

For the tenders where Integrity Pact (IP) & Integrity Pact Security (IPBG or Demand Draft) are applicable, 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. Part-I (Technical and Commercial e-Bid except price) will be opened on-line as per the schedule and the details of the bids submitted by the bidders will be made available for all the bidders. Part-II (Price bid) of only such Bidders whose Part-I bids are found acceptable will be opened on-line as per the schedule after evaluation of their Part-I e-Bids. Subsequent to the opening, details of the Part-II bids opened can be seen by the bidders whose Part-I (Technical and Commercial e-Bid except price) bids are qualified.

5.0 The Tenderers shall take note of the following important aspects of the Two Part Tendering. 5.1 Two Part Tender shall be defined as under: Part I - Technical & Commercial Bid except Price Part-II - Price Bid 5.2 Both Part-I & Part-II together form the complete bid. Therefore both the parts are required to be

submitted on-line within the due date and time indicated in Para 1.0. The system will not allow submitting e-Bids after the due date and time stipulated for their submission. Therefore, the bidders shall ensure submission of their e-Bids well within the due date and time.

5.3 The Commercial terms and conditions without price shall be submitted along with Part-I – Technical

and Commercial bid except price in the relevant on-line bidding forms provided in the Part-I e-envelope.

5.4 Part-II – Price bid shall contain only the quantity schedule and price as per the relevant on-line

bidding forms provided in the Part-II e-envelope. 5.5 The Tenderer shall take special care not to mix up price details submitted against Part-II (Price bid)

with Part-I (Technical and Commercial bid except price) and vice versa. Any violation of this condition may lead to rejection of his tender.

5.6 Pre bid - A pre-bid meeting for providing clarifications to the Tenderers will be held online. For this

purpose, Tenderers should send their queries (both Technical and Commercial) re as per NIT. 6.0 All communications other than in e-mode form, if necessitated, in respect of Two Part Tenders shall

be addressed only to the GM (C&MM), Contracts and Materials Management Group, Kudankulam Nuclear Power Project, Nuclear Power Corporation of India Limited, Kudankulam P.O., Radhapuram Taluk, Tirunelveli District – 627106, Tamil Nadu, INDIA, from the date of publishing of e-tender and till the finalization of the e-tender and to no other authority in NPCIL as per the conditions stipulated in the enclosed Invitation to Tender and Tendering Conditions.

7.0 In case the due date for On-line opening of the e-tender happens to be a holiday in NPCIL, e-tender

will be opened on-line on the next working day.

* * *

e-TPT/SUPPLY-1

SECTION – A

INVITATION TO TENDER AND TENDERING CONDITIONS

TPT/SUPPLY-1

NUCLEAR POWER CORPORATION OF INDIA LIMITED

SECTION-A

INVITATION TO TENDER AND TENDERING CONDITIONS FOR SUPPLY OF INDIGENOUS STORES

(TWO PART E-TENDER)

Index

Contents

1. Invitation To Tender (ITT)

2. Qualifying Requirements

3. Public Procurement Policy – Micro & Small Enterprises

4. Content of Tender Document

5. Manner And Method For Submission Of E-Bids

6. Agency for clarification/ confirmation regarding Tender

7. Expenses towards Submission of Quotations and Liability towards Site Visit / Work

8. Opening of Tenders

9. Terms and Conditions of the Contract

10. Test Charges, Spares and Accessories AND Supervision of Erection & Commissioning Charges.

11. Delivery

12. Evaluation of Part-I E-Bid (Technical and Commercial

except price E-Bid)

13. Opening of Part-II (Price E-Bid)

14. Validity of E-Bids

15. Evaluation of PART-II: Price E-Bid

16. Acceptance of E-Bids

17. Consortiums

Contents

18. Canvassing

19. Corrupt or Fraudulent Practices

20. Banning of Business Dealings by NPCIL

21. Civil Liability for Nuclear Damages(CLND) Act 2010 &

Rule 2011 thereof

22. Disclosures

SECTION-A

INVITATION TO TENDER AND TENDERING CONDITIONS FOR SUPPLY OF INDIGENOUS STORES

(TWO PART e-TENDER) 1. Invitation To Tender (ITT) 1.1 The GM (C&MM),,Contracts and Materials Management (C&MM), Nuclear Power Corporation of

India Limited (NPCIL), a Government of India Enterprise, invites e-Bids from Indian Tenderers, by e-mode at NPCIL’s e-Tendering Web Site - https://npcil.etenders.in through a Two Part Tender format, for Design, Engineering, Manufacture, Inspection, Test, Supply, Transportation and Delivery of plant, machinery, equipment, component and related services as per the specifications detailed in Section “C” to this tender 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 supply in accordance with the technical specifications indicated in Section “C” to this tender document and as per conditions in Section B please submit your e-Bid in a manner and method specified hereinafter.

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 thequalification 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 Part-I e-Bid (Technical and Commercial e-Bid except Price

e-Bid) (f) Section E: Format for Submission of Part-II e-Bid (Price 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 -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 e-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 The bids submitted in response to this Tender, shall be in TWO PARTS as under in two different e-

Envelopes provided for them: Part -I (Technical and Commercial e-Bid except price) and “Part-II (Price e-Bid) at e-Tendering Portal viz. https://npcil.etenders.in . The first e-Envelope i.e., Part-I shall comprise of two sections namely Technical Section and Commercial Section in the form of “On-line Bidding Forms” and all these Bidding Forms shall be filled and Tenderers are required to upload the relevant/required documents/catalogues/drawings only in Part-I (Technical and Commercial E-bid except price) e-Envelope. The second e-Envelope i.e., Part-II (Price e-Bid) comprising of price and schedule of quantity of items shall be submitted in Part-II (Price e-Bid) e-Envelope only.

5.3 a) Technical section of Part-I (Technical & Commercial E-bid except price) 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 for purchase should also be included in Part-I (Technical & Commercial e-bid except price) of the e-Bid without their prices. Invariably, the itemized prices of spare parts should be furnished only in Part-II (price e-Bid), in the “On-line Bidding Form”, provided for this purpose.

5.3 b) Part-I (Technical & Commercial e-Bid except price) 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 e-Envelope Part I (Technical & Commercial E-bid except price) and should be filled as Annexure-A of the bidding form of Part I e-Envelope, 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.

5.3 c) The bidder shall upload all drawings pertaining to the plant / machinery / equipment / component along with their Part-I e-Bid for correct understanding and appreciation of their tender. Bidder’s drawings will form part of the purchase order/contract only after these are approved by the Purchaser.

5.3 d) Catalogues / Technical Literature: All necessary catalogues/drawing/technical literature data as

are considered essential for full and correct evaluation of the E-bids shall invariably be uploaded with the PART I (Technical and Commercial E-bid except price) of the e-bid.

5.3 e) 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 soft form of 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 E-bid about his readiness to supply instruction / operation manual.

5.4 Commercial Section of Part-I (Technical & Commercial E-bid except price) 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, Special Conditions of Contract (Section B) and Section ‘E’ notes (if applicable). 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.

5.5 Part II (Price E-Bid) should be furnished as per Section “E” of the tender document in the e-Envelope made available on-line. The bidder will co-relate the price and quantity schedule of items in PART II (Price E-bid) of the tender with the description of plant/machinery/equipment/ component indicated in Part I (Technical & Commercial E-bid except price).

5.6 The system will not allow submitting e-Bids beyond the stipulated due date and time. Therefore, the bidder shall ensure the submission of e-Bids well within the stipulated due date and time.

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 The bidders, while submitting the e-Bid are required to upload all supporting documents / information necessary for establishing their qualification in Part I (Technical and Commercial E- Bid except Price) e-Envelope only on the e-portal. Failure to comply with this requirement may lead to rejection of the e-bid.

5.9 The Part-I (Technical & Commercial bid except price) shall be submitted in the e-ENVELOPE

provided for it’s submission in the system The bidder shall take special care not to mix-up price details with the Part-I (Technical & Commercial bid except price) and vice versa. Any violation of these conditions shall lead to rejection of the bid.

5.10 Similarly the Part-II (Price Bid) shall be submitted in the e-ENVELOPE provided for it’s submission

in the system.

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 and other Registrations

The bidder shall submit along with PART I (Technical & Commercial e-Bid except price), the name and address of their 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 PART I (Technical & Commercial E-bid except price) such registration number, date and its validity date in Part-1 E-envelope.

6 All Clarifications/ Confirmations, if any, regarding the e-tender and e-Bid of the Bidder

during online pre-bid meeting and e-bid evaluation stage, shall be mailed exclusively to [email protected] addressed to GM (C&MM) Contracts and Materials Management Group, Kudankulam Nuclear Power Project, Nuclear Power Corporation of India Limited, Kudankulam P.O., Radhapuram Taluk, Tirunelveli District – 627106, Tamil Nadu, INDIA

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

bid documents as well as other expenses incurred towards it 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 personnel, who 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 e-Tenders 8.1 Unless otherwise advanced or postponed with advance intimation to the bidders, Tenders will be

opened on-line at NPCIL E-Tendering Web site i.e., https://npcil.etenders.in in Two stages as indicated at ITT clause nos. 2.0 and 3.0 of the Instruction Sheet of this Tender Document as per schedule indicated in Tender Document.

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.

8.3 Part-I (Technical and Commercial e-Bid except price) will be opened on-line and the details of the Part-I bids submitted by the bidders will be made available for all the participating bidders.

8.4 Part-II (Price e-bid) of only such Bidders whose Part-I bids are found acceptable will be opened on-line after evaluation of their f Part I e-Bids. Subsequent to the opening, details of the Part-II bids opened can be seen by the bidders whose Part-I (Technical and Commercial e-Bid except price) bids are qualified.

9 Terms and Conditions of the Contract

9.1 It must be clearly understood that any contract concluded pursuant to invitation to this e-tender

shall be governed by the General Conditions of Contract and Special Conditions of Contract given in Section B of this tender document. Tenderers must, therefore, take special care to go through these conditions of the contract. Tenderers should bring out deviations, if any, with respect to General Conditions of Contract, Special Conditions of Contract, Technical Specifications etc. in Annexure A and upload it with Part I of their e-bid. However, Tenders submitted subject to counter conditions or with deviations from the General Conditions of the Contract / Special Conditions of Contract (SECTION B) of this tender document runs the risk of rejection. It should also be realized that failure to bring out deviations / not uploading any deviations (in Part-I e-envelope) from the General Conditions of the Contract 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 and Section E: Format for submission of Part-II ( Price E-Bid) of Tender.

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 in Part II (Price e-Bid). However, a list of spares and accessories without the price should be included in PART I (Technical & Commercial E-bid except price).

10.3 The Bidders must clearly and separately furnish in their Price 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 period mentioned in Sr. No. 7.0 of Instruction Sheet. Milestone chart for detailed manufacturing schedule leading to delivery shall be submitted along with Part-I (Technical & Commercial E-bid except price). Tenderers should note that their e-Bidmay 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.

12.0 Evaluation of Part-I E-Bid (Technical and Commercial except price E-Bid) 12.1 The Tenders of such bidders who meet the qualifying requirements stipulated in the tender

documents (such as experience and financial criteria) shall only be considered for detailed techno-commercial evaluation. Detailed technical evaluation will also take into account the financial and technical capabilities as well as such other criteria deemed necessary and appropriate. In addition, the concurrent commitments of the bidders shall also be taken while assessing their capability for executing this contract.

12.2 Clarifications Regarding Part-I (Technical And Commercial E-Bid Except Price) 12.2.1 After opening of the Part-I (Technical & Commercial E-bid except price) of the tender, if it becomes

necessary for the Purchaser to seek clarifications from the bidders regarding technical and commercial terms and conditions of the tender, the same will be sought from the bidders. In such an event, the bidder will furnish all the Technical and Commercial information/clarification on or before the date and time fixed for their submissions, failing which such tenders are liable to be rejected without any further notice.

12.2.2 The Purchaser’s representative will visit the works / office of the bidder and hold discussion with

bidder’s representative on the offer. Discussion will be held on the various aspects of the offer, including the deviations, if any, vis-à-vis tender requirements. Following aspects would be the points of discussion / review:

Bidder i) In-house manufacturing facility ii) Financial strength iii) QA System iv) Project Planning & execution capability v) Experience of similar work done vi) Manpower for all the above activities vii) Deviation from technical and commercial conditions, if any

Sub-Contractor i) Manufacturing Facility ii) QA System iii) Experience iv) Manpower v) Compliance with NPCIL technical requirements

The above list is not exhaustive. Alteration / deletion / addition of the points can take place depending on the nature of the package. Both the bidder and the sub-contractor shall be required to sign joint Minutes of Meeting confirming their respective roles and responsibilities. Purpose of holding these discussion is to ensure that the bidder or its sub-vendors understand the tender requirements fully and unambiguously. Also, the purchaser’s representative will evaluate the facilities of the bidder and its sub-vendors, by visiting their premises, as regards their capability to meet the tender requirements.

12.2.3 In case bidder or its sub-vendors make any alternative suggestions with respect to the tender

requirements, the same will be discussed and noted for further evaluation by the Purchaser.

12.2.4 In the event of differences in commercial terms and conditions quoted by various bidders, the

purchaser may resort to commercial discussions to bring all the bidders to common level of commercial terms and conditions. The Purchaser reserves the right to reject any tender which is not meeting the common commercial terms and conditions if proposed by the Purchaser, without making any reference to the bidder.

12.2.5 Irrespective of whether clarifications are sought for from any of the bidders or otherwise, the bidders

will be free to have discussions with the Purchaser concerning the scope / details of tender etc., if they so consider necessary. For this, the bidders should send specific request for arranging meeting, to Executive Director, C&MM, NPCIL at the address given in Sr. No. 1 of the Instruction Sheet.

12.2.6 Based on the technical and commercial clarifications and confirmation, visits to bidders/ subcontractors work / facilities and discussions as required, Purchaser may allow some common technical or commercial deviations as the case may be and forward the list of such accepted deviation to Tender Conditions, after finalization of Part-I evaluation, to all bidder’s whose Part-I e-Bid will have been found acceptable.

12.2.7 The bidders in general shall not have the option of revising the e-bid, unless it is approved by the

Purchaser. The Purchaser shall, based on the clarification/ confirmations, discussions held and alternatives proposed by the bidders during Part-I evaluation, may communicate common acceptable deviation all the bidders whose Part –I e-bid is acceptable subject to such common acceptable deviations and authorize the option for revising the e-bid to the extent of such common acceptable deviations, to all the bidders. Any change in price effected by the bidders, justifications for such changes are to be furnished with the break up of change in price applicable. The revised/add-on e-Bid should contain only the revised portion sought for and submitted in the e-Envelope made available and as per the instructions provided for the same. For evaluation, the original and the revised bids shall be considered either together or only the revised bids as the case may be.

12.2.8 All technical and commercial aspects pertaining to Part I (Technical and Commercial e-Bids except price) of the tender will be finalised prior to opening of Part II (Price e-Bid) and no change in this regard shall be accepted after opening of Part II (Price e-Bid).

13 Opening of Part-II (Price e-Bid)

The Part-II e-Bid of only such bidders whose Part-I e-Bids are found acceptable will be opened online at NPCIL’s e-tendering portal https://npcil.etenders.in Due date and time for opening of the Part-II e-Bids will be decided by the Purchaser and the same shall be made available only to such Tenderers, whose e-Bids are found acceptable in Part-I, to enable them to access the tender opening details through on-line at https://npcil.etenders.in

14 Validity of E-Bids e-Bids shall be kept valid for acceptance for a period of 120 (one hundred and twenty) days from the

date of opening of PART II (Price e-Bid) of the tender. e-Bids with shorter validity period will be liable for rejection.

15 Evaluation of PART-II: Price E-Bid 15.1 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 E 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 both Part – I (Technical & Commercial Except Price) and Part – II (Price 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.

15.2 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. [Both Part-I (Technical & Commercial Except Price) and Part-II (Price 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.

15.3 The value of mandatory spares will be considered for the bid evaluation as per Section – E of the

Tender. Recommended spares will not be included for bid evaluation. 15.4 The bid evaluation will be done in conjunction with the clauses contained in Section: E of the

Tender.

16 Acceptance of e-Bids 16.1 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.

16.2 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-Bids 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.

16.3 Unsuccessful bidder(s) will not be informed of the result of their e-Bid(s).

17 Consortiums 17.1 In view of the requirements of this tender, some of the intending bidders may pool their resources

and experiences to form “Consortium” of not more than three (03) consortium partners. In their own interest the Tenderers are advised to investigate and be confident of the capabilities, availability of expertise and resources such as machines/ equipments, tools and plants and other required facilities, experienced/ qualified personnel, financial soundness, past experience, required licenses and registration and concurrent engagements of constituting partners/ members of consortium.

17.2 A Tenderer participating in this Tender as a member of one consortium is not allowed to be a

consortium partner of any other consortium. 17.3 The leader of the consortium should be an Indian Tenderer who can submit the Tender on behalf of

the consortium of Tenderers. A soft copy of the Memorandum of Understanding (MOU) between the consortium members duly signed by the Chief Executives of the consortium members must be uploaded as a part of their Part-I( Technical and Commercial except price bid), which should clearly define the role / scope of each partner/ member and also clearly define the leader of Consortium. It must also state that all members of the consortium shall be jointly and severally responsible for discharging all obligations under this contract. The original of such documents are required to be furnished within 7 days of the opening of Part-I bid or when sought by the Purchaser and in case of failure to do so, will make such bid liable to be rejected.

17.4 The bid documents shall be submitted by the leader of the Consortium and the ‘Power of Attorney’

from each member authorising the leader of the Consortium for signing and submission of Tender on behalf of the individual member must be uploaded along with the e-Bid(with Part-I: Technical and Commercial except price bid) The original of such documents are required to be furnished within 7 days of the opening of Part-I bid or when sought by the Purchaser and in case of failure to do so, will make such bid liable to be rejected.

17.5 The Consortium must fulfil the Qualifying Requirements (QR) as per clause no. 2.0 of ‘Section: A’.

One set of soft copy of the documents in support of meeting the qualification requirements in respect of each of the consortium partner shall also be uploaded along with the Part – I (Technical and Commercial except price E-bid). The original of such documents are required to be furnished within 7 days of the opening of Part-I bid or when sought by the Purchaser and in case of failure to do so, will make such bid liable to be rejected.

17.6 In the event the work is awarded to the consortium, the leader and each of the other members shall

be jointly and severally responsible for the execution of the contract. 17.7 The leader of the consortium on behalf of the consortium shall co-ordinate with NPCIL’s authorised

officer(s) only, during the period while the tender is under evaluation, as well as during the execution of work. And he shall also be responsible for resolving disputes / misunderstanding / undefined activities, if any, amongst all consortium members.

17.8 Any correspondence exchanged with the leader of the consortium shall be binding on all consortium

members. 18 Canvassing 18.1 Canvassing in any form with regard to this tender will lead to rejection of the E-bid. 19 Corrupt or Fraudulent Practices 19.1 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-Bids 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.

20. Banning of Business Dealings by NPCIL 20.1 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:

20.1.1 Involvement in cartel formation during bidding. 20.1.2 Baseless allegations by the bidder on NPCIL evaluation Process or officials.

20.1.3 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.

20.1.4 Malafide /unlawful acts /malpractices or improper conduct on part of Contractor based on the approved findings

of the Investigation agency. 20.1.5 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.

20.1.6 Security concerns for the assets of the Corporation and State.

20.1.7 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.

20.1.8 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.

20.1.9 Supply of Counterfeit items. 20.2. Show Cause Notice

20.2.1 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. 20.1.

20.2.2 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.

20.3 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. 20.4 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:-

20.4.1 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.

20.4.2 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.

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

works, service and supplies. 20.4.4 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.

20.4.5 The completion certificate issued to the contractor shall make a mention regarding banning during execution of

the contract. 20.4.6 Banned bidder shall not be permitted to submit the bid. The bid submitted by the banned bidder shall be

summarily rejected.

21 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.

22 Disclosures

22.1 Any change in the constitution of the contractor’s firm, where it is a partnership firm, joint venture or

consortium partnerships 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).

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

e-TPT/SUPPLY-1

SECTION – B

GENERAL CONDITIONS OF CONTRACT

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

SPECIAL CONDITIONS OF CONTRACT (SCC)

SECTION – B

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

TPT/SUPPLY-1

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

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

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 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

GCC/SUPPLY-1/R-4 (28.12.2016) 2 of 54


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 38

9.1 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”

GCC/SUPPLY-1/R-4 (28.12.2016) 4 of 54


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.

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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 Site Director, 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 Tirunelveli 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 Tirunelveli, 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 extraordinary 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 bid containing a proposal for alternative system of pricing, other than so specified under GCC clause no. 5.4 & 5.5 below run the risk of rejection. However, the offer submitted on fixed price basis will not be rejected, but will be treated as the offer with price adjustment being zero. The offer shall specifically confirm adherence to the price adjustment clause of the tender, or whether it is on fixed price basis. The name, source and origin of material and labour indices to be applied for price adjustment shall be as indicated in the bid subject to GCC sub-clause no. 5.5.2 & 5.5.3.

5.1.4 Currency Exchange rate variation for imported raw materials/components shall not be claimed/considered separately.

5.2 Price Basis The Contract prices of all items and spares covered under the contract shall be on safe delivery basis to the Purchaser‟s site as under:

5.2.1 Price break-ups of indigenous items and spares shall be indicated as follows: i) Ex-works price, including but not limited to CIF value of imported raw material / component required

for indigenous manufacture. ii) Inland transportation and Transit insurance The prices of indigenous items and spares shall be exclusive of all taxes, duties, cess, octroi, etc. CENVAT benefits available to Indian manufacturers shall, however, be taken into consideration in quoted prices and the Contractor shall pass on the benefits to the Purchaser. CIF value of the imported raw materials/ components included in the Ex-works prices of indigenously manufactured items shall be

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shown separately for the purposes of 15% price preference loading vis-à-vis domestically manufactured goods for availing Deemed Export benefits, if any.

5.2.2 Price break-ups of imported items and spares delivered directly to the Site from Indian port of entry shall be indicated as follows: i) FOB prices, ii) Ocean/Air freight & Marine insurance, iii) Port handling/clearance, inland transportation and inland transit insurance. FOB prices shall be inclusive of all taxes, duties, levies, inland transportation up to the port of shipment and export licensing charges. Other than FOB prices, remaining price elements shall be exclusive of taxes, duties, cess, octroi, etc. applicable in India.

5.2.3 The prices of Commissioning/Start-up spares shall be included in the basic prices of the main equipment

and these spares are to be essentially dispatched with the respective main equipment only. In case of shortage of the Commissioning/Start-up spares during the actual erection and commissioning of the main equipments, additional Commissioning/Start-up spares shall be supplied by the contractor at his own cost and no customs duty / deemed export benefits for such additional Commissioning/Start-up spares shall be available.

5.3 Currency of Payment 5.3.1 The contract price shall be in the currency in which price has been stated by the successful bidder in

accordance with the following, a) For supply of equipment, spares and other materials supplied from abroad and delivered directly to the Site from Indian port of entry, FOB price of such items shall be in Indian Rupees (INR), and/or any other three freely tradable foreign currencies or any combination of these currencies. Indian Contractor, opting for payment in foreign currency, shall comply with the requirements laid down by Government of India from time to time. b) For Supply of equipment, spares and other materials from indigenous sources, Ex-works price of such items inclusive of CIF value of imported raw material / component, shall be in Indian Rupees (INR). c) Incidental charges for supply of indigenous items like transportation and transit insurance charges up to the Purchaser‟s site, in Indian Rupees (INR). d) Ocean/Air Freight, Marine Insurance, Port Handling/Clearance, Local Transportation and Transit Insurance charges for imported items to be delivered directly to the Purchaser, shall be in Indian Rupees (INR). e) Supervision Charges for Erection and Commissioning in INR. Charges for expatriate Supervisor engaged for erection and commissioning, in INR, and/or any other three freely tradable foreign currencies.

5.4 Price adjustment 5.4.1 The contract price shall be subjected to price adjustment during the execution of the contract, as provided

herein below. The price adjustment provisions shall not be taken into account for evaluation of offers.

5.4.2 The Contract Price adjustment under GCC clause no. 5.4 & 5.5 will only be applicable for the contracts, where the original contractual completion period is more than 12 months.

For contract(s) where completion period as stipulated in NIT or Purchase order is less than and upto 12 (twelve) months and where there is a delay which is attributed to the Purchaser, due to which the period

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of the contract exceeds 12 months, the contract price adjustments will be applicable for the extended period. (For example, where the original contract period is 10 months and there is extension for 3 months, then adjustment is payable for one month i.e.13th month only). However, the Subscript value of “0” defined in GCC sub-clause nos. 5.5.1 below shall be the indices of the last month of the original contract period (i.e., the 10th month in the above example).

5.4.3 Only the following components of the contract price will be subject to Price adjustment: a) Ex-works price of indigenous plant and equipment excluding spares and value of free issue materials (if any) to be supplied by the Purchaser. The price adjustment will be allowed up-to a ceiling of +/- twenty percent (20%) of the total Ex-works price component. Price adjustment of individual items will be allowed to such an extent that net price adjustment of all the items in a given currency does not exceed this 20% ceiling and shall be payable/ recoverable accordingly. b) FOB prices of imported plant and equipment excluding spares. The price adjustment will be allowed up-to a ceiling of +/- twenty percent (20%) of the total FOB price component, in each of the contract currencies separately. Price adjustment of individual items will be allowed to such an extent that net price adjustment of all the items in a given currency does not exceed this 20% ceiling and shall be payable/ recoverable accordingly.

5.4.4 No adjustment of prices is allowed on spares, tools, tackles and accessories. Engineering charges, testing charges, analysis charges etc shown/payable separately shall also not be eligible for Price Adjustment

5.5 Price Adjustment Formula 5.5.1 The price adjustment formula to be applied to the ex-works/FOB price-component of the items shall be as

follows:

ECl = EC ( F + a.Ml f1+ b.Nl f2 + c.Ol f3+ d.Pl f4+ e.Ql f5+ lb.Ll flb ) M0 N0 O0 P0 Q0 L0

Where, EC1 = Adjusted ex-works/FOB price-component of items /equipments.

EC = Basic ex-works/FOB price-component of items /equipments.

M, N, O, P & Q = Corresponding published price indices of various materials.

lb = Co-efficient of labour content in the ex-works/FOB cost of item/equipment.

L = Labour index.

F = Fixed portion of the ex-works/FOB component of the items/equipments which will not be subject to any adjustment.

a, b, c, d & e = Coefficients of major materials involved in the ex-works/FOB price of the items/equipments. The band of these coefficients is given separately and the Bidders/ Contractors are required to select from the band the coefficients in such a way that the sum of all these coefficients, „F‟- Fixed portion and „lb‟Labour coefficient shall add up to one.

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f1, f2, f3, f4, f5 …. are exchange rate corrective factors for the respective materials and flb is the

exchange rate correction factor for labour with reference to the currency of the country of origin of index and the respective contract currency (INR), such that:

f = Z0

Z1

Where, Z is the number of units of the currency of the country of origin of index, which is equivalent to one unit of contract currency (INR). The exchange rates to be used for calculation of factor „f‟ shall be as per bills selling exchange rates established by The State Bank of India. In the event origin of index happens to be India, „f „ shall be equal to one (01). Subscript „0‟ refers to indices/exchange rates as prevailing on the seventh day prior to the due date of submission of bid [Submission of both Part - I (Technical & Commercial except Price) and Part - II (Price Bid)]. For the purpose of exchange rate, if this day happens to be a holiday, the nearest previous working day shall be considered. The Contractor will submit authentic copies of relevant published indices as on this date applicable to the tender, along with his offer or any time before opening of Price bid.

Subscript „1‟ refers to the indices/ exchange rates as on: a) 90 days prior to the date of dispatch for labour component, and b) The expiry of 2/3rd period from the date of purchase order to the date of dispatch, for material component. For the purpose of this clause, the date of dispatch shall mean Contractual Delivery Date as per Contract or actual date of dispatch, whichever is earlier. For the purpose of exchange rate, if this day happens to be a holiday, the nearest previous working day shall be considered for this purpose.

5.5.2 Index of Indigenous Raw materials/components and Labour: The indices for such material and labour subjected to Price Adjustment shall be clearly named in the offer submitted. For the materials the indices as published by Reserve Bank of India and for the labour the indices as published by Labour Bureau Shimla, only shall be applicable

5.5.3 Index of Imported Raw Materials/components: The indices for such material and labour subjected to Price Adjustment shall be clearly named in the offer submitted. The indices shall be well established and nationally recognized in the country of manufacture. If any other index is proposed full justification for its use shall be provided. Preferably only Government indices shall be used.

5.5.4 The Contractor is also required to provide authentic copies of indices pertaining to applicable end dates along with each dispatch-wise invoice for arriving at adjusted ex-works/FOB price component without which the invoices will not be processed.

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5.5.5 Adjusted Contract Price for Supply component

The adjusted contract price shall be:

EC1 + other elements of contract price, if any. 5.5.6 In case of supplies which are delayed beyond the Contractual Delivery Date (as given in the Contract) for

reasons attributable to the Purchaser, the price adjustment provisions shall continue to be applicable for an additional period equal to delay caused by the Purchaser, subject to GCC sub-clause 5.4.1, 5.4.2 & 5.4.3. This shall, however not deemed to be automatic extension of Contractual Date of Delivery.

In case of supplies which are delayed beyond the Contractual Delivery Date (as given in Contract) for reasons attributable to the Contractor or Force Majeure events, the provision of Price Adjustment shall not be applicable beyond the corresponding Contractual Delivery Date. In case Supplies are delayed beyond the Contractual Delivery Date (as given in the Contract) and the total delayed period can be apportioned between delays due to the Purchaser, the Contractor and / or Force Majeure events, Price adjustments for the period of delay caused by the Purchaser will be allowed considering as if this delay due to the Purchaser happened first, immediately after Contractual Delivery Date, irrespective of actual point in time in which such delay by Purchaser occurs. No price adjustment shall be allowed for delays apportioned to the Contractor and / or Force Majeure events.

5.5.7 The band of the coefficients applicable for price adjustment are given in GCC sub-clause no. 5.5.7.1 below. The Contractor shall choose each coefficient from the bands in such a way that the sum of all these coefficients ie „a‟, „b‟, „c‟ … the material coefficients, „F‟- Fixed portion and „lb‟- Labour coefficient shall add up to one. Further the value of the co-efficients indicating weightage of various materials (a,b,…), weightage of fixed portion and labour portion (F and lb ), applicable indices, source and their base values for the purpose of price adjustment under this contract are to be furnished by the contractor in his bid or Part-I bid in the case of two part tender, as per the following formats:

5.5.7.1 Ex-works/FOB component of the Items (excluding spares, tools and tackles)

Sl. No. Item

1 Fixed portion 2 Materials

a. b. c.

Value of Coefficient Bidders have to restrict each coefficient within these

bands F : 0.15

a = b = c = Between

0.5 to 0.6

Source of indices

used

--

Value of base date indices as prevailing „7‟ days prior to the date of submission of Part-I and Part-II Bid. --

d. d = e. e =

3 Labour lb= Between 0.25 to 0.35.

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5.6 Terms of payment

5.6.1 Items & Materials (including spares) supplied from indigenous sources as well as those supplied from abroad for delivery to Site directly from Indian Port of Entry

a) 90% of Ex-works / FOB price will be paid on pro-rata basis along with Transportation, Transit Insurance charges, Price Adjustment amount and Taxes & Duties and levies as applicable, in full, on receipt of the Stores at Site and against submission original shipping release, proof of receipt by the consignee and other documents mentioned in the Contract. b) Balance 10% Ex-works /FOB price will be released on acceptance of the Stores at Site after inspection and issue of Site Stores Inspection Report / Receipt Voucher by the consignee (GCC Sub clause 1.1.1 (a)), submission of bank guarantee by the Contractor for 10% of Purchase Order value towards performance of stores as per GCC Sub clause 3.4.5 and if required under the Contract, and in case of contract(s) with Free Issue Material (FIM) Certificate of completion of Free Issue Material accounting by Purchaser‟s representative and receipt of Receipted delivery challan for return of balance Free Issue Material (FIM) to Purchaser's Stores.

For Supply of plant /equipments/machinery/instruments including erection and commissioning, balance 10% (ten) percent of the Ex-works / FOB value for supply plus erection and commissioning charges and taxes in full as applicable thereon will be released on acceptance of the plant/equipment /machinery/instruments at Site after commissioning and final acceptance (GCC Sub clause 1.1.1 (b)), and submission of other documentary evidence as mentioned in the first para of this GCC sub-clause 5.6.1 (b).

5.6.2 Ocean Freight and Marine Insurance, Port Clearance/Handling charges in respect of items supplied from abroad for delivery to Site directly from Indian Port of Entry :

Ocean freight and Marine Insurance, Port Clearance/Handling charges along with applicable taxes and duties thereon will be released on pro-rata basis against receipt of items at site i.e. along with 5.6.1 (a) above.

5.6.3 Testing/ Analysis Charges Testing/ Analysis charges in full along with Indian taxes and duties as applicable shall be paid on pro-rata basis on successful completion of corresponding Testing/Analysis, submission of report thereof and acceptance of the same by the Purchaser.

5.6.4 Supervision of Erection and Commissioning Charges:

Service charges for Supervision of erection and commissioning in full along with Indian taxes and duties as applicable will be released on successful completion of erection and commissioning.

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5.7 Application for Payment 5.7.1 The Contractors shall submit their invoices for various payments due as per Purchase Order payment terms, along with application for payment in the prescribed proforma to the Paying Authority named in the Contract. Proforma of application for payment is enclosed as Annexure-D to the GCC.

5.7.2 Each such application for payment shall be accompanied by all required documents as set forth in the Contract and/or intimated to the Contractor in advance. The application for payment by the Contractor if found deficient in any respect, shall not be processed and in such an event, the Purchaser shall intimate to the Contractor in writing within 15 days of receipt of such deficient application indicating the deficiency for rectification of the same by the Contractor. Payment will be released within 30 days from the date of receipt of application for payment complete in all respects and acceptable to the Purchaser.

5.8 Mode of Payment 5.8.1 All payments to the Indian Contractors shall be directly made by the Purchaser through Account Payee cheque and/or through Wire Transfer/ ECS. In the event of payment through Demand Draft/Pay Order, if requested by the Contractor, charges for the same shall be to the account of the Contractor. 5.8.2 No payment made by the Purchaser herein shall be deemed to constitute acceptance by the Purchaser of the Facilities or any part(s) thereof.

5.8.3 The Purchaser reserves the right to carry out post payment audit and technical examination of the final bill including all supporting vouchers, abstracts etc. The Purchaser further reserves the right to enforce recovery of any overpayment when detected, not withstanding the fact that the amount of the final bill may have been included by one of the parties as an item of dispute before an arbitrator appointed under arbitration clause of this Contract and not withstanding the fact that the amount of the final bill figures in the arbitration award.

5.9 Interest on Delayed Payment 5.9.1 The Purchaser will pay interest for delay in payments for final 10% basic price [GCC sub-clause no. 5.6.1

(b)] payable on acceptance of items at site at the rate shown in clause 5.9.2 below for the period beyond 95 days from the date of receipt of item(s) till the date of payment subject to receipt of invoice and all supporting documents in acceptable form by the payment due date.

5.9.2 The Purchaser shall pay to the Contractor interest on the amount of such delayed payment at the rate(s) stated herein below for the period of delay as per GCC sub-clause no. 5.9.1: a) For payment in Indian Rupees: For delayed payment, applicable interest rate shall be Prime Lending Rate (PLR) of State Bank of India. b) For payment in Foreign Currency: For delayed payment, applicable interest rate shall be London Inter Bank Offer Rate (LIBOR).

5.9.3 The provisions of this clause 5.9 ( Interest on Delayed Payment) shall not apply in the event the Contractor fail to deliver the stores or any part thereof Pursuant to GCC sub-clause 6.1 (Completion Time Guarantee) within the original Contractual Delivery Date prescribed for the same

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5.10 Recovery of Advance Payments in case of breach of contract 5.10.1 In case the Contractor fails to execute the contract due to reasons not attributable to the Purchaser and which do not fall under Force Majeure as per the tender conditions, the outstanding advance payments made shall be recovered, along with the interest at the rate specified herein below. This shall be without prejudice to the other remedies available to the Purchaser under the Terms and Conditions of the Contract.

5.10.2 Advance Payment in Indian Rupees: Recovery shall be made with Interest at PLR of State Bank of India.

5.10.3 Advance Payment in Foreign Currency: Recovery shall be made with Interest as per LIBOR. 5.11 Recovery of Sums Due 5.11.1 Whenever any claim for the payment of any Liquidated Damages or loss suffered by the Purchaser arises in terms of money out of the Contract against the Contractor, the Purchaser shall be entitled to recover such sums from the balance of the total sum, which at any time hereafter may become due to the Contractor from this Contract or any other Contract with the Purchaser. Should this sum be not sufficient to cover the amount of damages or loss that may be recoverable, the Contractor shall pay to the Purchaser on demand the amount due. Purchaser shall also have the right to appropriating, in part or full, the Security Deposit/Performance Bond submitted by the Contractor to recover any/all of its claims on the Contractor.

5.11.2 If the Purchaser has made any claim, whether liquidated damages or otherwise against the Contractor under this Contract or any other Contract with the Purchaser, the payment of all sums payable under the Contract to the Contractor including the Security Deposit/Performance Bond shall be withheld to the extent of claims due according to the Purchaser till such claims of the Purchaser are finally paid by the Contractor, pending which the same will be adjusted. Notwithstanding the provision for recovery through adjustment, the Purchaser shall be free to recover his claims from the Contractor as per the terms of the Contract.

5.11.3 All sums payable by way of compensation under any of the conditions of contract shall be considered as reasonable compensation to be applied to the use of the Purchaser wit++hout reference to the actual loss or damage sustained; and whether or not any damage shall have been sustained.

5.12 Taxes and Duties 5.12.1 The Contractor shall bear all non-Indian taxes, duties, levies etc. payable upto FOB in respect of sourcing

items from abroad. 5.12.2 Contractor shall be responsible for payment of all Indian Taxes, Duties and all other statutory levies as

applicable in connection with supply of the Stores. This clause shall be read in conjunction with ITT clause no. 9.0 and contractor can claim reimbursement of Indian Taxes, Duties, Levies paid from the Purchaser only to the extent provided in the ITT clause no. 9.0. „Price Adjustment‟ (GCC clause nos. 5.4 and 5.5) amounts if any, shall be taken into account in Contract Price on which such Taxes, Duties, Levies etc. are reimbursable by the Purchaser.

5.12.3 For extension in the contractual delivery period for the reasons attributable to the Purchaser and/or Force

Majeure, increase in existing taxes & duties, if any, and new tax component introduced in the extended period shall be reimbursed to the Contractor, subject to ITT Clause no. 9.0 and submission of documentary proof. No increase / new tax shall be payable for the delay period due to reasons attributable to the Contractor.

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5.12.4 In case of any other new indirect taxes / cess, if levied by Government during the contractual delivery

period, the same shall be reimbursed / paid by the Purchaser, as the case may be, at actual against documentary evidence. This provision shall not apply to changes in Personal Income tax or Corporate Income tax or to changes in non-Indian Taxes.

5.12.5 Direct Tax: a) The Purchaser shall have the right to withhold taxes on income, excess profits, royalty and other taxes from payments due to Contractor under this Contract to the extent that such withholding may be required by the government of India or any relevant authority thereof or by the government of any other country, and payment by the Purchaser to the respective governmental office of the amount of money so withheld will relieve the Purchaser from any further obligation to Contractor with respect to the amount so withheld. b) The Purchaser shall, at the time of its payments due to the Contractor, withhold the necessary taxes at such rate as is required by any Government Authority, unless and to the extent that the Contractor shall produce to the Purchaser any certificate issued by a Government Authority (having authority to issue such certificate) entitling the Contractor to receive the payments under the Contract for a prescribed period without deduction of any tax or deduction at a lower rate. c) The Purchaser shall provide the necessary withholding tax certificates to the Contractor within the time stipulated by the relevant law to enable the Contractor to file the same with the Government Authority as a proof of payment of such taxes. d) All taxes levied on Contractor‟s corporate income or profits shall be for the account of Contractor and shall not be reimbursed by the Purchaser. Contractor shall also be responsible for payment of income taxes of its personnel levied in India or elsewhere.

5.12.6 Indirect Tax: a) The Purchaser shall, at the time of its payments due to the Contractor, withhold the necessary tax at source at such rate as is required under the respective state sales tax / value added tax legislation unless and to the extent that the Contractor shall produce to the Purchaser any certificate issued by a Government Authority (having authority to issue such certificate) entitling the Contractor to receive the payments under the Contract for a prescribed period without deduction of any tax or deduction at a lower rate.

b) The Purchaser shall provide the necessary withholding tax certificates to the Contractor within the time stipulated by the relevant law to enable the Contractor to file the same with the Government Authority as a proof of payment of such taxes.

6 GUARANTEES, LIABILITIES AND RISK DISTRIBUTION 6.1 Completion Time Guarantee 6.1.1 The Contractor guarantees that it shall complete the delivery of the Stores covered in the Purchase Order(or a part for which a separate time is specified in the contract) on or before Contractual Delivery Date (CDD) specified in the Purchase Order, or within such extended time to which the Contractor shall be entitled under GCC clause no. 12.1 (Extension of Time for Completion) hereof.

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6.2 6.2.1

Delay in Supply Should the Contractor fail to deliver the stores or any part thereof Pursuant to GCC sub-clause 6.1.1 within the CDD prescribed for the same, it shall be construed as a breach of the Contract and the Purchaser shall be entitled at his option to the following:

(a) To receive the facilities after prescribed CDD with the right to recover from the Contractor agreed Liquidated Damages (LD) at the rate indicated below:

S. Liquidated Damages, Maximum Amount No.

1. 2. 3.

Delivery Period

Delivery period (as originally stipulated) not exceeding one year.

Delivery period (as originally stipulated) exceeding one year but not exceeding two years.

Delivery period (as originally stipulated) exceeding two years.

Rate per Week (1) @ 1% of the value of delayed/ undelivered portion of the supplies of Purchase Order, per week or part thereof @ 0.5% of the value of delayed/ undelivered portion of the supplies of Purchase Order, per week or part thereof. @ 0.25% of the value of delayed/ undelivered portion of the supplies Purchase Order, per week or part thereof.

of L.D. (2) 5% of the value of delayed/ undelivered portion of Supplies of the Purchase Order. 5% of the value of delayed/ undelivered portion of Supplies of the Purchase Order. 5% of the value of delayed/ undelivered portion of Supplies of the Purchase Order.

However, the payment of liquidated damages shall not in any way relieve the Contractor from any of its obligations and liabilities under the Contract.

(b) To terminate the contract in full or in parts as per GCC sub-clause no. 13.2 (Cancellation / Termination of Contract in Full or Part).

6.3 Functional Guarantees 6.3.1 The Contractor guarantees that during the Guarantee Test, the Stores and all parts thereof shall attain the

Functional Guarantees specified in the Technical Specification of the Contract, subject to and upon the conditions therein specified.

6.3.2 If, for reasons attributable to the Contractor, the level of the Functional Guarantees in respect of the

equipment designed and supplied by the Contractor are not met at any time upto expiry of Defect Liability Period, as per the contract, either in whole or in part, the Contractor shall at his cost and expense make such changes, modifications and/or additions to the Equipment or any part thereof as may be necessary to meet level of such Guarantees. The Contractor shall notify the Purchaser upon completion of the necessary changes, modifications and/or additions, and shall request the Purchaser to repeat the Guarantee Test until the level of the Guarantees has been met. If the Contractor eventually fails to meet the level of Functional Guarantees, the Purchaser shall have the right of recourse to levying damages as specified in the Contract, without prejudice to any other rights of the Purchaser under the contract.

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6.4 Defect Liability The Contractor shall warrant that the Stores, Plant & Equipments supplied under the Contract shall be brand new, free from defects, manufactured with the latest state-of-art of manufacture and conform strictly in accordance with the technical specifications, drawings and data sheets of the Contract. No deviation from these specifications or alteration shall be made without specific and written accord of the Purchaser. All Stores shall be guaranteed to be of the best quality of their respective kinds and shall be free from defects in the design engineering, materials, workmanship, and be of specified size and capacity so as to fulfil in all respects the requirements of the Purchaser as specified in the Contract.

6.4.1 Defect Liability Period a) Items / Equipment / System / Spares / Tools / Tackles / Accessories

The defect liability period shall be 18 months from the date of receipt of items at site or 12 months from the date of acceptance, whichever occurs first.

6.4.2 Contractors Liability for Defective Stores / Facilities The Purchaser may accept the Store, if it is complete in all respects or alternatively accept the same on such terms as may be considered appropriate. If the Stores after the acceptance thereof is found to have defects, latent or otherwise, notwithstanding that such defects could have been discovered at the time of inspection, or any defects therein are found to have developed during the Defect Liability Period while under proper use or subsequently it is found that Stores failed to fulfil the requirements or Particulars of the Contract, the Purchaser shall be entitled to give a notice to the Contractor during Defect Liability Period and within two (2) months thereafter, setting forth details of such defects or failure and the Contractor shall forthwith make the defective Stores good or alter the same to make it comply with the requirements of the Contract at his own cost.

Further if in the opinion of the Purchaser, defects are of such a nature that the same cannot be made good or repaired without impairing the efficiency or workability of the Stores or if in the opinion of the Purchaser, such opinion being final, the Stores cannot be repaired or altered to make it comply with the requirements of the Contract, the Contractor shall remove and replace the same with a Stores conforming in all respects to the stipulated specifications, at the Contractor's own cost.

If the repair, replacement or making good is of such a character that it may affect the efficiency of the Stores or any part thereof, the Purchaser may give to the Contractor a notice requiring that certain tests of the defective part of the Stores shall be made by the Contractor immediately upon completion of such remedial work, whereupon the Contractor shall carry out such tests at his own cost.

If such part fails the tests, the Contractor shall carry out further repair, replacement or making good (as the case may be) until that part of the Stores passes such tests. The tests shall be agreed upon by the Purchaser and the Contractor.

The Contractor shall also be responsible for any loss or damage to the Stores caused by the Contractor or it‟s Subcontractors in the course of any work carried out, pursuant to GCC Clause 6.4 (Defect Liability).

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6.4.3 Failure to Remedy Defects

If the Contractor fails to make the desired repairs/replacement within 15 days of issue of notice pursuant to GCC Sub clause 6.4.2 then such repairs/ replacement at the cost of the Contractor shall be carried out by the Purchaser, with Stores of the same Particulars or when the Stores conforming to the stipulated Particulars are not in the opinion of the Purchaser readily procurable, such opinion being final, then the nearest available substitute thereof.

The Purchaser may reject at the cost of the Contractor the whole or any part of the Stores, as the case may be, which is defective or fails to fulfil the requirements of the Contract and make the desired repairs/replacement as stipulated above. In the event of such rejection the Purchaser shall be entitled to use the rejected Stores in a reasonable and proper manner for such time as sufficient to enable the Purchaser to obtain replacement, as herein before provided.

6.4.4 Extension of Defects Liability Period a) If the Stores or any part thereof cannot be used by reason of such defect and/or making good of such defect, the Defect Liability Period of the Stores or such part, as the case may be, shall be extended by a period equal to the period during which the Stores or such part cannot be used by the Purchaser because of any of the aforesaid reasons. Upon correction of the defects in the Stores or any part thereof by repair/replacement, such repair/replacement shall have the Defects Liability Period for a period of twelve (12) months from the time such repair/replacement of the Stores or any part thereof has been completed.

b) In addition, the Contractor shall also provide an extended warranty for any such Stores and during the period of time as may be specified in the SCC. Such obligation shall be in addition to the defect liability period specified under GCC sub-clause no. 6.4.1.

6.4.5 Latent Defects Liability

At the end of Defects Liability Period, the Contractor‟s liability ceases except for latent defects. The Contractor‟s liability for latent defects warranty for the plant and equipments including spares shall be a limited to a period of five (5) years from the end of Defects Liability Period of the respective plant and equipment including spares. In case, there is any dispute between the Purchaser and the Contractor regarding latent defects, any of the parties listed in the Contract or any other third party as mutually agreed upon by the Purchaser and the Contractor, shall be engaged by the Purchaser for settling the dispute.

The third party, so engaged by the Purchaser shall be paid fee plus reasonable expenditures incurred in the execution of its duties as mentioned above. These costs shall be initially paid by the Purchaser. In case of latent defect being proved, such costs shall be recoverable from the Contractor and the Contractor shall bear and reimburse such costs to the Purchaser. If the dispute regarding latent defects can not be settled as above, then the dispute shall be settled as per provision of GCC Clause 14 (Settlement of Dispute)

6.5 Transfer of Ownership 6.5.1 Ownership of the imported stores (including spare parts) supplied by foreign sub-vendor of the main

Indian contractor to be directly delivered to Site shall be transferred to the Purchaser on the High Seas Sales basis.

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6.5.2 Ownership of the indigenous stores (including spare parts) excluding items of interstate transaction shall

be transferred to the Purchaser when the Stores are brought on to the Site. The Purchaser will issue the requisite sales tax declaration form(s) in order to get the benefit of any concession in the rate of sales tax.

6.5.3 Ownership of the indigenous stores (including spare parts) covered under interstate transaction shall be transferred to the Purchaser on sale in transit basis. The Purchaser will issue the requisite sales tax declaration form(s) in order to get the benefit of any concession in the rate of sales tax. Further, in case of all components, equipments and materials identified by the Contractor and the Purchaser to be dispatched directly from the sub-contractor‟s works to Purchaser‟s site in a State different from the State wherein sub-contractor‟s works are located, the Contractor shall effect sale in transit.

6.5.4 Transfer of title shall not in any way relieve the Contractor of its responsibilities and liabilities under the

contract. Notwithstanding the transfer of ownership of the Stores, the responsibility for care and custody thereof together with the risk of loss or damage thereto shall remain with the Contractor until Safe delivery of the Stores to the Purchaser‟s site.

6.6 Intellectual Property Rights (IPR) Indemnification 6.6.1 The Contractor shall at all times indemnify and hold harmless the Purchaser and its employees and

officers from and against all claims which may be made in respect of Stores covered by this contract against infringement of any right protected by Patent Registration, Law of Designs, Trade Marks, utility model, copyright and other intellectual property rights registered or otherwise existing.

6.6.2 Provided that such indemnity shall not apply when such infringement has taken place in complying with

the specific directions issued by the Purchaser but the Contractor shall pay any royalties or other charges payable in respect of any such use, the amount so paid being reimbursed to the Contractor only if the use was the result of any drawings and/or specifications issued by the Purchaser after submission of the price bid or revised price bid, if any.

6.7 Indemnity against Loss / Damage 6.7.1 Contractor shall indemnify the Purchaser against any risk of accidents or damage to the Stores till safe

delivery to the Purchaser‟s site.

6.7.2 Contractor shall indemnify the Purchaser against all latent defects of the stores, for a period of five (05) years from the end (i.e. satisfactory completion) of the Defect Liability period.

6.7.3 The Contractor shall indemnify the Purchaser and keep the Purchaser indemnified to the extent of full value of Free Issue Material (FIM) issued by the Purchaser for fabrication of items at Contractor‟s works outside Purchaser‟s site, till such time the entire contract is executed and proper account for the FIM is rendered by the former to the latter.

6.7.4 The Contractor shall indemnify and hold harmless the Purchaser and its employees and officers, and their

respective agents, against all claims, demands, damages, losses, costs and expenses of whatsoever nature (including legal fees and expenses) in respect of : a) bodily injury, sickness, disease or death, of any person whatsoever b) damage to or loss of any property, real or personal (other than the facilities whether accepted or not) arising in connection with design, manufacture, supply and delivery of the stores and remedying of any

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defects, unless attributable to any negligence, wilful act or breach of the Contract by the Purchaser, its employees, officers or their respective agents.

6.7.5 (a) The Contractor shall pay and indemnify the Purchaser against any liability in respect of any fees or charges payable by him under any Act of Parliament, State Laws, any Government instrument, rule or order and any regulations or by-laws of any Local authority in respect of the Stores prevailing on the date of submission of tender. (b) The Contractor shall indemnify and hold the Purchaser harmless from and against all claims, damages and expenses arising out of his failure to obtain all permit and licenses which he is required to comply with in respect of Laws, Ordinances, Regulations of the Central or State Government and/or Local/Public Authorities.

6.7.6 Right of Recourse under Civil Liability for Nuclear Damages Act 2010 & Rule 2011 thereof; (a) 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, with following limitations, as stipulated in Rule 24 of the Civil Liability for Nuclear Damage Rules, 2011: The Contractor‟s liability shall be to the extent of the Operator‟s liability under sub-section(2) of Section 6 of the Act or the value of the contract, whichever is less,

AND The duration of Contractor‟s liability shall be limited to duration of initial license issued by AERB or the product liability period, whichever is longer.

(b) The term “supplier” and the duration and extent of supplier‟s liability are explained in Rule 24 of the Civil Liability for Nuclear Damage (CLND) Rules, 2011. For any questions relating to supplier‟s liability under section 17 of the Civil Liability for Nuclear Damage (CLND) Act, 2010, Government of India‟s clarifications dated February 08, 2015 may be referred to. These have been posted at the websites of Ministry of External Affairs and the Department of Atomic Energy under the title “Frequently Asked Questions and Answers on Civil Liability for Nuclear Damage Act 2010 and Related Issues”.

(c) In regard to contracts with manufacturers of or vendors for supply of systems, equipment, components, or building of structures, or provision of services to nuclear installations which are operating or are under construction or those to be installed in future for which NPCIL is the system designer and technology owner, being responsible for safety design of such installations, NPCIL shall assume the role of supplier in accordance with the explanation of the term “supplier” given in Rule 24 of the CLND Rules, 2011 and in the context of section 17(a) and (b) of the CLND Act, 2010.

(d) Other suppliers can avail the Nuclear Suppliers‟ Special Contingency (Against Right of Recourse) Insurance Policy provided by the India Nuclear Insurance Pool to cover any liability exposure under section 17(a) and (b) of the CLND Act, 2010. NPCIL maintains the operator‟s statutory insurance under the CLND Act, 2010 by subscribing to the Nuclear Operator‟s Liability Policy offered by the India Nuclear Insurance pool, thereby subrogating to the India Nuclear Insurance pool the operator‟s “right of recourse” against suppliers under section 17(a) & (b) of the CLND Act, 2010.

6.8 Indemnity for Taxes and Duties 6.8.1 Contractor hereby protects, indemnifies and holds harmless the Purchaser from any and all claims or liability for income, excess profits, customs duties, royalty or any other taxes, duties, penalties etc., assessed or levied by the government of India or by any appropriate authority thereof or by the government of any other country against Contractor or its Subcontractor or against the Purchaser for or on account of any payment made to or earned by Contractor or its Subcontractor hereunder.

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Contractor further protects and holds the Purchaser harmless from all taxes assessed or levied against or on account of wages, salaries or other benefits paid to Contractor‟s employees or employees of its Subcontractor and all taxes assessed or levied against or on the account of any property or Equipment of the Contractor.

6.8.2 Contractor shall give prompt notice to the Purchaser of all matters pertaining to non-payments, payment under protest or claim for immunity or exemption from any taxes and duties.

6.8.3 The Contractor shall be responsible for filing all necessary Tax returns (including, without limitation, returns for Corporate Income tax, Personal Income tax, Service tax, Sales tax and Excise Duty) with the relevant Government Authorities in accordance with all applicable statutory requirements and shall be responsible for providing all information requested by such Government Authorities.

6.8.4 The Contractor shall also ensure that its subcontractors file such returns as stipulated by the relevant Government Authorities and furnish such information as requested for by the relevant Government Authorities.

6.8.5 In certain situations, a Government Authority may treat the Purchaser as the representative assessee of the Contractor and/or its subcontractors and recover the Taxes due to the Government Authority by the Contractor or its subcontractors from the Purchaser. In such situations, the Purchaser shall have the following rights: (a) The Purchaser shall be entitled to recover from the Contractor, the Taxes paid on behalf of the Contractor or its subcontractors (together with any costs and expenses incurred by the Purchaser in connection therewith) or to retain the same out of any amounts to be paid to the Contractor or its subcontractors that may be in its possession (whether due under this Contract or otherwise) and shall pay only the balance, if any, to the Contractor; and (b) If the Purchaser is required to furnish any details or documents in such capacity, the Purchaser shall request the details or documents to be furnished to it by the Contractor and the Contractor shall immediately furnish the same to the Purchaser. If the Contractor fails to comply with the foregoing, any penalty/interest levied on the Purchaser for non-filing or late filing of details or documents in this regard shall be recoverable from the Contractor.

6.9 Limitation of Liability 6.9.1 Except in cases of criminal negligence or wilful misconduct,

(a) the Contractor shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Contractor to pay liquidated damages and/or any other penalties/recovery etc. specifically provided for in the Contract, to the Purchaser (b) the aggregate liability of the Contractor to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to the

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cost of repairing or replacing defective equipment, or to any obligation of the Contractor to indemnify the Purchaser with respect to IPR infringement.

6.10 Insurance 6.10.1 General Requirements for Insurances

The Contractor shall, “at his own cost”, take out and maintain in effect the following Insurance based on reinstatement value during the performance of the contract and the Purchaser shall be named as co- insured under all insurance policies. All Insurer‟s rights of subrogation against co-insured shall be waived. Deductibles / excesses if any, under the insurance policies shall be borne by the Contractor. The identity of the insurers and the type of policies shall be subject to the approval of the Purchaser. Unless otherwise stated, insurances under this sub-clause shall cover all physical loss / damage and third party liability subject only to minimum compulsory / general exclusions. Alterations to the terms of insurance shall not be made without the approval of the Purchaser.

The required insurance coverage referred to and set forth in this clause shall in no way affect or limit Contractor's liability with respect to performance of the work or any obligation under the contract / law.

6.10.2 Insurance of Free Issue Materials The Contractor shall take out and maintain insurance policy as per GCC Sub-clause No. 9.2.3 (Insurance of FIM), to cover loss or damage to FIM supplied by the Purchaser.

6.10.3 Cargo Insurance during Transport During Marine transit (Sea/Air) and Inland transportation, covering loss or damage as per ICC - clause - „A‟ with War / Strike-Riot-Civil Commotions (SRCC) provisions, for full replacement value of the consignment/cargo from the Contractor‟s or Sub-contractor‟s works or Stores until arrival at Purchaser‟s site.

6.10.4 In all insurance policies mentioned in this clause, Purchaser shall be named as “Loss Payee”.

6.10.5 Unless otherwise provided in the contract, the Contractor shall prepare and conduct all and any claims made under the policies effected by it pursuant to this GCC sub-clause 6.10 and the monies payable by any insurers to the Purchaser - as „Loss Payee‟ shall in turn be paid to the Contractor as per the procedure outlined in GCC sub-clause 6.10.6 below. The Purchaser shall give to the Contractor all such reasonable assistance as may be required by the Contractor in preparation and / or settlement of claims with the insurers. With respect to insurance claims in which the Purchaser‟s interest is involved, the Contractor shall not give any release or make any comprise with the insurer without the prior written consent of the Purchaser.

6.10.6 a) Wherever the total damages / loss of equipment / materials would occur, the Contractor would be entitled to payment to all amounts received from the insurer(s) except the following amounts :

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(i) the amount paid to the Contractor under the contract in respect of equipment / materials /

services damaged / lost, excluding pro-rata initial / mobilization advance but including the entire amount of Price Adjustment, if any, already paid to the Contractor. (ii) taxes, duties, and other statutory levies, which have already been reimbursed by the Purchaser. In the event the claim money settled is less than the total of the amounts in (i) & (ii) above, then the entire claim money settled will be retained by the Purchaser and the Contractor will forewith pay the Purchaser the shortfall amount between the claim money received from the insurer(s) and the total of the amounts as per (i) & (ii) mentioned above. Subsequent payments, if any, due under the contract shall be regulated by the relevant terms of payment.

(b) In case of partial damage to any equipment / material during any stage, upon rectification of the

damaged equipment / material to the satisfaction of the Purchaser, the Contractor shall be paid to the extent of claims settled by the Insurer(s).

(c) In both the scenario‟s (a) & (b) above, any amount(s) disputed by the Insurers and / or not settled / paid by them shall be to the Contractor‟s account.

6.10.7 The Contractor shall ensure that, where applicable, its sub-Contractor(s) shall take out and maintain in effect adequate insurance policies for their personnel and vehicles and for work executed by them under the contract, unless such sub-Contractors are covered by the insurance policies taken out by the Contractor

6.11 Force Majeure 6.11.1 Definition of Force Majeure

Force Majeure shall mean any event which is beyond the control of the Contractor or the Purchaser, as the case may be, which they could not foresee or with a reasonable amount of diligence could not have foreseen and which substantially affects the performance of the Contract, such as a) war, hostilities or warlike operations (whether a state of war be declared or not), invasion, act of foreign enemy and civil war, b) rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, civil commotion, c) embargo, import restriction, confiscation, nationalization, mobilization, commandeering or requisition by or under the order of Central, State Government or Local Authority in India or any other act or failure to act, of any local, state or national government in India, d) riot, State/region/country wide transporters strike, e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning and pressure waves or other natural disaster, f) nuclear event causing nuclear radiation, radioactive contamination.

6.11.2 Notice of Force Majeure If either party is prevented, hindered or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event. A Party shall give notice to the other Party when it ceases to be affected by the Force Majeure.

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6.11.3 Duty to Minimise the effect

The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect thereof upon its or their performance of the Contract and to fulfil its or their obligations under the Contract.

6.11.4 Consequences of Force Majeure The party who has given notice of Force Majeure shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party‟s performance is prevented, hindered or delayed. The Time for Completion shall be extended in accordance with GCC clause no. 12.1 (Extension of Time for Completion), even though such force Majeure event may occur after Contractor‟s performance of his obligations has been delayed for other cause.

No delay or non-performance by either party hereto caused by the occurrence of any event of Force Majeure shall (a) constitute a default or breach of the Contract, (b) give rise to any claim for damages or additional cost or expense occasioned thereby; if and to the extent that such delay or non-performance is caused by the occurrence of an event of Force Majeure.

If the performance of the Contract is substantially prevented, hindered or delayed for a single period of more than sixty (60) days or an aggregate period of more than one hundred and twenty (120) days on account of one or more events of Force Majeure during the currency of the Contract, the parties will attempt to develop a mutually satisfactory solution.

6.11.5 Force Majeure Affecting Sub-Contractor If any Subcontractor is entitled under any contract or agreement relating to Supply of Stores to relief from Force Majeure on terms additional to or broader than those specified in this Clause, such additional or broader Force Majeure events or circumstances shall not excuse the Contractor‟s non-performance or entitle him to relief under this Clause.

6.11.6 Limitations Anything in this Contract to the contrary notwithstanding: a) The affected Party shall not be relieved from obligations under this Contract to the extent any gross negligence of the affected Party aggravates the Force Majeure Event; and b) Force Majeure shall not apply to obligations of either Party to make payments to the other Party under the Contract.

6.12 Liability of the Government of India 6.12.1 The Purchaser is an independent legal entity with power and authority to enter into Contracts solely on its

own behalf under the applicable Laws of India and general principles of Contracts Law.

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6.12.2 It is expressly stated that the Purchaser while entering into an agreement with the Contractor is doing so solely on its own behalf. The Government of India is not a party to the agreement and has no liability, obligations or rights in the deal. 6.12.3 It is expressly stated that the Purchaser is not an agent, representative or delegate of the Government of India and the latter shall not be liable for any act, omission, commission, breaches or other wrongs arising out of the Contract. 6.12.4 Accordingly, the Purchaser expressly waives releases and forgoes any and all actions or claims, including cross claims, or counter claims against Government of India arising out of the Contract.

7 WORK PROGRAM 7.1 Contractor’s Organization 7.1.1 The Contractor shall deploy required number of qualified, experienced professionals in design,

engineering, planning, procurement, quality surveillance, etc. as committed under the Schedule of Key Personnel at the time of submission of tender and shall submit to the Purchaser and Project Manager a chart showing the proposed organization to be established by the Contractor, for carrying out work at Contractor‟s / Subcontractors premises. The chart shall include the identities of the key personnel together with the curricula vitae of such key personnel to be employed within twenty-one (21) days of the Effective Date. The Contractor shall promptly inform the Purchaser and the Project Manager in writing of any deletion or alteration of such an organization chart.

7.1.2 The Contractor shall furnish a phase-wise, month-wise detailed organization he proposes to deploy on the

work. The organization set up shall indicate number, category and grade of personnel in different disciplines, to ensure satisfactory and timely completion of the package contract. Cost and time over runs arising out of insufficient deployment of manpower and non-supply of materials by contractor will be to the contractor‟s account.

7.1.3 It is to be noted that time is the essence of contract. In order to achieve the schedules dates and to meet the

targets, the contractor shall plan to carry out all the activities connected with the contract on two shifts or round the clock shift basis right from the initial stages. Sufficient number of engineering and supervisory staff and labour force will have to be deployed in each shift to ensure that the schedules/ milestone targets are met.

7.2 Program of Performance 7.2.1 Within twenty-eight (28) days of the Effective Date, the Contractor shall prepare and submit to the Project

Manager a detailed program of performance of the Contract, made in the form specified in the Contract or acceptable to the Purchaser and showing the sequence in which it proposes to design, engineering, procurement, manufacture, inspect test and supply the Stores, as well as the date by which the Contractor reasonably requires that the Purchaser shall have fulfilled its obligations under the Contract so as to enable the Contractor to execute the Contract in accordance with the program and to achieve Completion in accordance with the Contract. The program so submitted by the Contractor shall accord with the Time Schedule included in the corresponding Section (Time Schedule) of the Contract and any other dates and periods specified in the Contract.

7.2.2 The Contractor shall update and revise the program as and when appropriate or when required by the

Project Manager, but without modification in the Contractual Delivery Date (CDD) and any extension

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granted in accordance with GCC clause no. 12.1 (Extension of Time for Completion), and shall submit all such revisions to the Project Manager with a copy to the Purchaser.

7.3 Work Procedures 7.3.1 The Contract shall be executed in accordance with the Technical Specification and as per provision of the

Contract.

7.3.2 The Contractor may execute the Contract in accordance with its own standard project execution plans and procedures to the extent that they do not conflict with the provisions contained in the Contract.

7.4 Progress of Performance 7.4.1 A meeting will be held in the office of the Project Manager with the Contractor‟s representative every

month to monitor the progress of work.

7.4.2 If at any time the Contractor‟s actual progress falls behind the program referred to in GCC sub-clause no. 7.2 (Program of Performance), or it becomes apparent that it will so fall behind, the Contractor shall, at the request of the Purchaser or the Project Manager, prepare and submit to the Project Manager a revised program, taking into account the prevailing circumstances and shall notify the Project Manager of the steps being taken to expedite progress so as to deliver the Stores within the Contractual Delivery Date under GCC sub-clause no. 4.2.2, any extension thereof entitled under GCC sub-clause no. 12.1 (Extension of Time for Completion), or any extended period as may otherwise be agreed upon between the Purchaser and the Contractor.

7.5 Progress Report 7.5.1 The Contractor shall monitor progress of all the activities specified in the program referred to in GCC

sub-clause no. 7.2 above, and supply a progress report to the Project Manager every month.

7.5.2 The progress report shall be in a form acceptable to the Project Manager and shall indicate: (a) percentage completion achieved compared with the planned percentage completion for each activity; and (b) where any activity is behind the program, giving comments and likely consequences and stating the corrective action being taken.

7.6 Hindrances 7.6.1 The Contractor is required to maintain Hindrance Register for reporting hindrance if any, while executing

the work, in an approved format. The Contractor shall get record of hindrances in the Hindrance Register(s) approved / endorsed by the Project Manager. Such hindrance in the work endorsed by the purchaser‟s authority will only be taken into consideration for granting time extension.

8 DESIGN AND ENGINEERING 8.1 General Design Obligation 8.1.1 The Contractor shall undertake all design and engineering to the extent specified in Technical

Specifications and necessary for manufacturing, supply of the Stores in accordance and conformity with the provisions of the contract.

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8.1.2 In order to ensure effective interface coordination between various items covered under the contract, the

Contractor shall review and provide for all required interfaces between items and also interfaces between items covered under the contract with all external interfaces to other items covered by Purchaser/ other contractors‟ and ensure effective and efficient working of the interconnected systems of Purchaser‟s units.

8.1.3 Preparation of design, engineering drawings and other documents for the Stores by the Contractor shall be such that the Stores manufactured and supplied by the Contractor are capable of meeting the Performance Guarantees and will be such as could be legally, safely and reliably placed in commercial operation by the Purchaser in accordance with prudent engineering practices.

8.1.4 The Contractor shall co-operate with the Purchaser‟s other Contractors and suppliers (if any) in the design and engineering and otherwise accommodate their reasonable interface and interconnection requirements within the limitations of Contractor's design and scope of work hereunder, provided that Purchaser's other Contractors and suppliers shall also similarly co-operate with the Contractor. In case of any nonagreement between the Contractor and Purchaser‟s other contractors & suppliers in this regard, the decision of the Purchaser shall be final and bidding on all the parties.

8.2 Codes and Standards 8.2.1 Wherever references are made in the Contract to codes and standards in accordance with which the

Contract shall be executed, the edition or the revised version of such codes and standards current at the date, one (01) day prior to date of Price bid opening shall apply unless otherwise specified. During the Contract execution, any changes in such codes and standards shall be applied after approval by the Purchaser and shall be treated in accordance with GCC clause no. 11 (Changes in the Scope of Work).

8.3 Review / Approval of Contractor’s Documents 8.3.1 The furnishing of engineering drawing/document by the Contractor shall be done in a phased manner in

accordance with the Schedule as specified in the technical specifications and/or as mutually agreed between the Purchaser and the Contractor. The review of these Drawing/Data by the Purchaser will cover only general conformance of the Drawing/Data to the specifications and documents. This review and/or approval by the Purchaser shall not be construed by the Contractor, as limiting any of his responsibilities and liabilities for mistakes and deviations from the requirements specified under these specifications and documents. Only deviations accepted by the Purchaser through official letter from Project Manager or through approved Design Concession Request (DCR) shall be considered as accepted deviations to Technical Specifications.

8.3.2 The Contractor shall prepare (or cause its Sub-contractors to prepare) and furnish to the Project Manager the documents after due diligent checking and internal approval of the Contractor, that as per Technical Specifications require approval or review by the Purchaser. Any part of the Stores covered by or related to the documents to be approved by the Project Manager shall be executed only after the Project Manager‟s approval thereof. GCC sub-clauses no. 8.3.3 to 8.3.7 shall apply to those documents requiring the Project Manager‟s approval, but not to those furnished to the Project manager for its review only.

8.3.3 Within fourteen (14) days of date of receipt by the Project Manager of any document requiring the Project

Manager‟s approval in accordance with GCC Sub-Clause no. 8.3.2 or the agreed date of submission of such documents as per schedule, whichever is later, the Project Manager shall either return one copy thereof to the Contractor with its approval endorsed thereon or shall notify the Contractor in writing of its disapproval thereof and the reasons therefore and the modifications that the Project Manager proposes. If

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the Project Manager fails to take action within the said fourteen (14) days, then the Contractor shall be entitled to extension of time in accordance with GCC Clause no. 12.1 (Extension of Time for Completion). For documents submitted by the Contractor for Project Manager‟s approval, beyond scheduled/agreed date, the Contractor‟s right to claim time extension as above shall stand extinguished.

8.3.4 The Project Manager shall not disapprove any document, except on the grounds that document does not comply with Technical Specifications of the Tender or applicable codes/ standards or that it is contrary to good engineering practice. 8.3.5 If the Project Manager disapproves the document, the Contractor shall modify the document and resubmit it within seven (7) days for the Project Manager‟s approval in accordance with GCC sub-clause no. 8.3.3. If the Project Manager approves the document subject to modification(s), the Contractor shall make the required modification(s), where upon the document shall be deemed to have been approved.

8.3.6 The Project Manager‟s approval, with or without modification of the document furnished by the Contractor, shall not relieve the Contractor of any responsibility or liability imposed upon it by any provisions of the Contract except to the extent that any subsequent failure that results from modifications required in writing by the Purchaser.

8.3.7 All costs due to modifications/revisions to documents, drawings and associated re-engineering etc. required to be carried out by the Contractor due to Purchaser‟s comments on Contractors documents/ drawings etc, shall be to the account of the Contractor.

8.3.8 The Contractor shall be responsible for making all necessary alterations of the Stores/ Facilities which are occasioned due to any discrepancies, errors or omission in the drawings or other particulars submitted by the Contractor irrespective of whether these have been approved by the Purchaser or not provided that such discrepancies, errors or omissions are not because of inaccurate information furnished in writing to the Contractor by or on behalf of the Purchaser. If the Contractor fails to make such alterations, the Purchaser may do so at the risk and cost of Contractor. In addition to above, any and all other expenditure incurred by the Purchaser in this connection shall also be to the account of the Contractor.

8.3.9 The Contractor shall not depart from any approved document unless the Contractor has first submitted to the Project Manager an amended document and obtained Project Manager‟s approval thereof, pursuant to provisions of this GCC clause no. 8.3 (Review / Approval of Contractor‟s Documents). If the Project Manager requests any change in any already approved document and/or in any document based thereon, the provisions of GCC clause 11 (Change in the Scope of Work) shall apply to such request. 8.3.10 The Contractor shall submit hard copies, reproducible and soft/scanned copies with passwords of all drawings / documents including all latest/ as built drawings, to the Purchaser.

9 PROCUREMENT AND SUPPLY 9.1 General Provisions 9.1.1 The Contractor shall manufacture and/or procure and transport all the Stores in an expeditious and orderly manner to the Site. The Contractor shall complete the process of placement of Purchase Order(s) on its subcontractors and complete the procurement process in the respective time limits specified for these activities in Technical Specifications.

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9.1.2 Procurement, Manufacture and Supply of Stores by the Contractor or Sub-contractor(s) shall be subjected to Purchaser‟s Quality Assurance (QA) requirement as per GCC clause no. 10 (Quality Assurance, Inspection, Acceptance and Rejections).

9.2 Free Issue Materials (FIM) 9.2.1 For certain fabrication of items under supply portion, if specified in the tender, the Purchaser shall provide Free Issue Material (FIM) to Contractor, as per quantities/sizes alongwith costs of such material mentioned in the tender. 9.2.2 The Contractor shall submit cutting diagram or appropriate proposal for optimal utilisation of the FIM. The cutting diagram or such proposal as approved by the Purchaser's Engineer shall form a part of the Contract.

9.2.3 Unless otherwise specially mentioned in the Contract, on issue of the Contract, the Contractor shall be advised to collect the FIM from any of the Purchaser's Stores at various sites/ headquarter and shall take an Insurance Policy for the value of the FIM. The Insurance Policy shall be valid till the contractual/ actual delivery date or till the execution of the Contract and shall cover the following.

INSURED Name and address of the Contractor BENEFICIARY Nuclear Power Corporation of India Limited, acting through Site

Director, Contracts and Materials Management or any other officials authorised by NPCIL, ... ................. (address)

RISKS COVERED Any loss or damage to the Purchaser‟s material due to fire, riot, burglary,

strike, theft, and any damages arising out of external sources such as damages due to the materials falling on Purchaser‟s materials.

9.2.4 The Contractor shall be responsible for the safety of the FIM after it is received by him and all through

the period during which the materials will remain in his possession. The Contractor shall take all necessary precautions against any loss, deterioration or destruction of the FIM from whatever cause arising whilst the said material remains in his possession and/or his custody or control. The Contractor shall also not mix-up the material in question with any of his goods and shall render true and proper account of the material actually used. The decision as to whether the Contractor has occasioned any loss, deterioration or destruction of the FIM whilst in his possession, custody or control from whatever cause arising, as also the decision regarding quantum of the damages suffered by the Purchaser shall be final and binding upon the Contractor.

9.2.5 The Insurance Policy with the details indicated at GCC clause no. 9.2.3 shall be furnished by the

Contractor to the Purchaser for acceptance. On acceptance of the Insurance Policy and Indemnity Bond submitted as per GCC clause no. 3.4.7, by the Purchaser, the Contractor shall lift the FIM from Purchaser's Stores at his own cost.

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9.2.6 On completion of fabrication or Foreclosure of Contract (GCC clause no. 13.1) or Termination of

Contract (GCC clause no. 13.2), the Contractor shall prepare a full account of the material used for the fabrication and the balance available with him for return to the Purchaser. This account of FIM shall be verified and accepted by the Project Manager before the Contractor is allowed to return the balance material to Purchaser‟s Stores against such authorisation in writing.

9.2.7 The FIM account, accepted by the Project Manager alongwith proof of receipt of balance material by the Stores Officer (Consignee), shall be produced by the Contractor for the release of the final payment to the Contractor.

9.2.8 The Purchaser at all times have the right to enter the Contractor's premises where the free issue materials are stored or where the free issue materials are under manufacture.

9.2.9 The Purchaser at his discretion may allow the balance material such as scrap, cut bits to be retained by the Contractor in which event the value to be assigned to the balance material will be mutually agreed between the Purchaser and the Contractor and the agreed amount shall be debited to the Contractor's account while settling his final payment.

9.3 Packing and Marking 9.3.1 Packing for Shipment shall be in accordance with the packing specification if any, given in the Tender

Document. The Contractor shall be responsible for the Stores being sufficiently and properly packed and crated for transport by sea, air, rail or road, so as to ensure that they are free from any loss or damages till their arrival at destination. The packing and marking of packages shall be done by and at the expense of the Contractor.

9.3.2 Each package shall contain a Packing Note quoting Contract number and date, copy of Shipping Release and one set of copy of test certificates. Each package shall be marked with name and address of the Contractor,

Contract No and date, brief description of the Stores and name and address of the Consignee, dimensions, weight, lifting points and special handling instructions, if any.

9.4 Transportation 9.4.1 Unless otherwise stated the Contractor shall give the Purchaser not less than 14 days‟ notice of the date on

which any major plant and machinery or other major goods will be delivered to the Site stating details such as the description of the Stores, the point and means of dispatch, and the estimated time of arrival at the Site.

9.4.2 For Contracts placed on free and safe delivery to Purchaser‟s site basis: i) The Contractor shall transport at his own risk and expense and deliver the Items at the

destination specified by the Purchaser on free and safe delivery basis, by selecting any safe mode of transport unless otherwise stated in the contract.

ii) Unless otherwise expressly mentioned in the Contract, the Contractor shall pay and bear all freights and all costs and expenses for transporting the items to the place of delivery specified in the Contract and the price specified in the Contract shall be inclusive of all such packing, handling, forwarding, freight and transit insurance charges. The Contractor shall however, indicate the break up price towards freight and transit insurance charges.

iii) Unless otherwise provided in the Contract, the Contractor shall be entitled to select any safe mode of transport without any transhipment, to carry the Plant and Equipment.

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iv) The Contractor shall be responsible for obtaining, if necessary, approvals from the authorities

for transportation of the Stores to the Site. The Contractor shall indemnify and hold harmless the Purchaser from and against any claim for damage to roads, bridges or any other traffic facilities that may be caused by the transport of the Stores to the Site.

v) The Contractor shall indemnify and hold the Purchaser harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from the transport of Stores and shall negotiate and pay all claims arising from their transport.

vi) In the event any stores or item is damaged, lost, stolen, destroyed or otherwise impaired while in storage or transit, Contractor shall at its own expense and cost restore or replace such affected stores or item.

9.4.3 In the case of Contract with Ex-works prices, the Contractor shall arrange transportation of the Stores

after Purchaser‟s prior approval of the selected transporter and transportation charges.

9.4.4 High Seas Sale All imported capital goods and spares procured by indigenous contractor from foreign sub-contractor, to be delivered directly to the Purchaser‟s site from the port of import, shall be cleared on High Seas Sale basis, at the price as shown in the Contract. In the event foreign Sub-contractor‟s invoice values exceeds the corresponding value shown in the Contract, implication if any towards Customs Duty shall be to the Contractor‟s account. The contractor shall furnish all necessary documents for executing the High Seas sale agreement. In case of delay / failure in submission of documents, the demurrage charges, penalty, sales tax, etc. shall be borne by the contractor. Not withstanding High Seas sales, the Contractor shall remain responsible for all work of port handling / clearance, inland transportation to site and till safe delivery of Stores at Purchaser‟s site.

9.4.5 Documentation for Supply of Imported Items At least three (3) days prior to the embarkation for India of each shipment of Stores, the Contractor shall send a tele-fax to Purchaser setting forth the following information concerning each such shipment: i) A description of the Stores contained in such shipment ii) The date of embarkation and departure iii) The port of origin iv) The means of shipment (air or sea) v) The estimated date of arrival in India compared with Contract Network Schedule vi) The port of entry in India vii) The value of the shipment viii) The approximate weight and volume (gross and net) ix) The name, flag and owner of the vessel if shipment is by sea or the designation of aircraft if

shipment is by air and x) The number and value of bill of lading or airway bill.

Within three (3) days after embarkation for India of each shipment, the Contractor shall send to Purchaser by courier for information, a copy of each of the following documents: i) Shipping documents consisting of full set clean bill of lading;

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ii) Declaration made by Contractor by tele-fax to the insurer and confirmation from the insurer that the

subject cargo is insured under marine cargo insurance; iii) Invoice with itemised prices duly signed by Contractor; iv) Copy of packing lists for each separate package; v) Shipping release issued by Purchaser or his authorized representation; vi) Certificate of origin; vii) Any other documents needed for import clearance.

9.4.6 Documentation for Supply of Indigenous Items On the day of transport, the contractor shall send to the Purchaser by courier for information, a copy of each of the following documents: i) Transportation documents like airway bill / lorry receipt / railway receipt / delivery challan, etc. ii) Certificate of insurance; iii) Invoice with itemised prices duly signed by Contractor. iv) Copy of packing lists for each separate package; v) Any other documents needed for excise / octroi clearance. vi) Shipping release issued by Purchaser or his authorized representation; vii) Contractor shall also be responsible for obtaining clearances for all indigenous items from excise, octroi, entry tax etc. for timely and safe delivery of items to the site.

9.4.7 All demurrage, wharfage and other expenses incurred due to delayed clearance of the material for any

reason, other than those for which the Purchaser is responsible, shall be to the account of the Contractor.

9.5 Custom Clearance (For imported items ordered by indigenous main contractor from foreign subcontractor)

9.5.1 The Contractor‟s scope of work shall include obtaining all customs clearance, completing all clearance formalities and handling at all ports of all equipment and material of non-Indian origin including those where Purchaser is named importer. 9.5.2 The Contractor shall, at its own expense; handle all imported Stores at the point(s) of import and shall handle any formalities for customs clearance. This clause shall be read in conjunction with ITT clause no.

9.0 for the purpose of Customs Duty. The Purchaser will make available to the Contractor all documents / applications that are required to be made in the name of the Purchaser as per applicable laws or regulations including requisite documents or certifications as per the extant rules and procedures for availing the exemptions/concessions in Customs Duty, if any. However, it is the responsibility of the Contractor to approach the Purchaser and obtain necessary documents / certificates from the Purchaser well in advance.

9.5.3 The Contractor shall be responsible for the timely clearance of Stores through customs and for all necessary documentation and procedural matters associated there with. The Contractor shall be responsible for meeting the agreed contractual dates notwithstanding any customs delays and will not be entitled to extension of time for completion of supply, it being the Contractor‟s responsibility to allow sufficient time for clearance through customs.

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9.6 Training 9.6.1 The Contractor shall, if required by the Purchaser, provide facilities for the practical training of

Purchaser‟s engineering or technical personnel for operation and maintenance of the Stores. The Purchaser shall bear boarding, lodging and travelling expenses of its personnel deputed for such training.

9.7 Manuals Contractor shall submit to Purchaser, the manuals required for the Stores as listed in the technical specification including but not limited to:

9.7.1 Quality Control Manual: Quality assurance for material, procurement, manufacturing, packing and forwarding, preservation at site, erection / Construction including field quality plan etc. shall be furnished with the bid by the Contractor conforming to the standards to be employed by Contractor under the contract

9.7.2 Instruction manuals for equipments / systems: Contractor shall forward Instruction Manuals, for operation and maintenance along with dispatch of respective equipments/systems required for the plant, as provided by manufacturer / suppliers of equipments / systems.

9.7.3 Operating Manual (Comprehensive & Integrated): Contractor shall prepare and deliver to Purchaser, the Operating Manual having, but not limited to complete equipment and system instructions for the start-up, operation and maintenance of the plant. Contractor shall consult with Purchaser in the preparation of the Operating Manual and Purchaser will be permitted to make recommendations as to the final form and substance of the Operating Manual. The Operation Manual shall be consistent with Prudent Utility Practices, such that the various operations under anticipated operating conditions, result in operation of the Stores at the capacity, efficiency, reliability, safety and maintainability levels contemplated in the contract and shall in no way impair any warranty or guarantee on equipment, materials or services relating to the Stores supplied by Contractor under the contract.

10 QUALITY ASSURANCE, INSPECTION, ACCEPTANCE AND REJECTIONS 10.1 Quality Assurance Program 10.1.1 The Stores under the scope of this Contract whether manufactured or performed within the Contractor‟s Facilities or at his Sub-contractor‟s premises or at the Purchaser‟s site or at any other place of work shall be subjected to quality surveillance commensurate with Purchaser‟s QA programme to control such activities at all stages necessary, and inspection by the Purchaser‟s authorised Quality Surveillance Engineer.

10.1.2 Quality Management System of Contractor: In order to provide assurance to the purchaser, the contractor shall, based on the Purchaser's QA Programme, prepare a QA manual, which shall be finally accepted by the Purchaser after discussions before commencement of work. The Quality Management System of the contractor shall generally cover, but not limited to the following:

a) His organization structure for the management and implementation of the proposed quality management system including interfaces. b) Design capabilities & control. c) Documentation control system.

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d) Qualification data for Contractor‟s key personnel. e) The procedure for purchase or materials, parts, components and selection of Sub-contractor‟s services including vendor analysis, source inspection, incoming raw material inspection, verification of materials purchased etc. f) Traceability of material used in production. g) System for shop manufacturing and construction/fabrication controls through QA plans. h) Control of non-conforming items and system for corrective and preventive actions, including disposal of non-conforming items. i) Inspection and test procedures for manufacturing activities. j) Control of calibration and testing of inspection, measuring and testing equipment k) System of indication and appraisal of inspection status. l) System of quality audits. m) Training, certification and authorization of personnel. n) System for authorizing release of manufactured product to the Purchaser. System of intimation by the contractor, and approval by the Purchaser of stages of completion of Stores. o) System for maintenance of records. p) System for handling, storage, preservation and delivery of items.

10.1.3 In addition, the contractor shall establish a quality plan detailing out the specific quality control procedure to be adopted for controlling the quality characteristics relevant to each item of Stores which are to be supplied as per the contract, in consultation with the Project Manager and have it approved by him before start of the work. The contractor shall also submit a list of all key persons to be engaged in the contract, along with their qualification, experience, organizational position etc.

10.1.4 It is to be understood that the role of NPCIL QA is mainly to ensure that proper QA System, as agreed

upon mutually between Purchaser and Contractor, is being implemented by contractor and his subcontractor, and not inspection. NPCIL QA will carry out random quality check, for which certain tests/inspections may be required to be repeated, as stipulated in approved QAP. For compliance with above requirements, “Quality Assurance in Supply contracts” attached in the tender document shall be followed.

10.1.5 The Contractor shall be required to submit the relevant Quality Assurance document within three weeks of completion, which shall include relevant test reports connected with all engineering controls adopted by him during manufacture/construction. The Project Manager/ Purchaser or his duly authorized representative reserves the right to carry out Quality Audit and Quality Surveillance of the systems and procedures of the Quality Management and Control Activities of the Contractor/ his vender.

10.2 Inspection, Testing and Rejection 10.2.1 The Project Manager, his duly authorised representative and/or an outside inspection agency acting on behalf of the Purchaser shall have at all reasonable times access to the Contractor‟s premises or facilities and shall have the power at all reasonable times to inspect and examine the materials and workmanship during manufacture and if part of the Stores is being manufactured or assembled at other premises or works, the Contractor shall obtain for the Project Manager and for his duly authorised representative permission to inspect as if the Stores were manufactured or assembled on the Contractor‟s own premises.

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10.2.2 The Contractor shall give the Purchaser‟s Personnel full opportunity to carry out these activities, including providing access, facilities, permissions and safety equipment. No such activity shall relieve the Contractor from any obligation or responsibility. 10.2.3 The Stores (in part or full) shall be offered by the Contractor for inspection at place of manufacture and/or on the site or at such places as may be specified by the Inspector at the Contractor's risk, expense and cost. The Contractor shall give notice of readiness of Stores for inspection to the Inspector and shall perform all tests and inspection in presence of the Inspector as per the terms of the Purchase specifications and approved inspection plan. In default of such notice, the Project Manager/ Purchaser shall be entitled to appraise the quality and extent thereof. 10.2.4 Test Certificates and Guarantee Certificates if required by the Inspector shall be obtained and furnished to him free of cost by the Contractor and/or from the specified agency. 10.2.5 The Contractor shall promptly forward to the Purchaser duly certified reports of the tests. When the specified tests have been passed, the Purchaser shall endorse the Contractor‟s test certificate, or issue a certificate to him, to that effect. 10.2.6 Where consignments are required to be delivered / despatched after inspection by the Inspector as per the Contract, a "Shipping Release" issued by the Inspector shall be enclosed along with the delivery challan or other shipping documents viz. (Lorry Receipt, Railway Receipt) accompanying the consignments.

10.2.7 The Contractor agrees that neither the execution of a test and/or inspection of Stores or any part of the Stores, nor the attendance by the Purchaser, nor the issue of any test certificate, shall release the Contractor from any other responsibilities under the Contract. 10.2.8 If any dispute or difference of opinion shall arise between the parties in connection with or arising out of the test and/or inspection of the Stores that cannot be settled between the parties within a reasonable period of time, it may be referred to Arbitration for determination in accordance with GCC clause no. 14 (Settlement of Disputes). 10.2.9 Except as otherwise specified in the Contract, the Contractor shall provide all apparatus, assistance, documents and other information, electricity, equipment, fuel, consumables, instruments, labour, materials, and suitably qualified and experienced staff, as are necessary to carry out the specified tests efficiently. The Contractor shall agree, with the Purchaser the time and place for the specified testing of any Stores. 10.2.10 The Purchaser may require the Contractor to carry out any test and/or inspection not covered by the Contract, provided that the Contractor‟s reasonable costs and expenses along with taxes & duties as applicable, incurred in the carrying out of such test and/or inspection shall be payable extra by the Purchaser. Further, if such test and/or inspection impedes the progress of work on the Stores and/or the Contractor‟s performance of its other obligations under the Contract, due allowance will be made in respect of the Time for Completion and the other obligations so affected.

10.2.11 The stores received by the Purchaser will also be subject to inspection and test as may be considered necessary by the Quality Surveillance Engineer / Purchaser and his decision as regards rejection of Stores shall be final and binding on the Contractor. If any stores are rejected as aforesaid, without prejudice to the foregoing provision, the Purchaser shall be at liberty to:

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a) Allow the Contractor to resubmit without prejudice to the Purchaser‟s right to claim and recover Liquidated Damages as provided in GCC clause no.6.2 (Delay in Supply), Stores in replacement of those rejected within a time specified by Purchaser, the contractor bearing the cost of freight for such replacement without being entitled to any extra payment thereof.

b) Buy the quantity of Stores rejected or other items of similar nature from elsewhere at the risk and cost of the Contractor in accordance with the provisions contained in GCC clause no. 13.2 (Cancellation / Termination of Contract in Full or Part).

10.2.12 Any Stores submitted for inspection and rejected by the Inspector must be removed by the Contractor within fourteen days from the date of receipt of intimation of rejection provided that in case of dangerous, infected or perishable Stores, the Inspector (whose decision shall be final) shall notify the Contractor to remove such Stores within 48 hours of receipt of intimation of rejection and it shall be the duty of the Contractor to remove such rejected Stores and the same shall lie at the Contractor's risk from the time of such rejection and if not removed within the aforementioned time, the Purchaser shall have the right either to return the rejected Stores to the Contractor at the Contractor's risk by such mode of transport as Purchaser may select, dispose off or segregate such Stores as he thinks fit at the Contractor's risk and on his account and appropriate such portion of the proceeds as may be necessary and recover any damages or expenses incurred by the Purchaser in connection with said sale and storage, if any. Freight paid by the Purchaser on Stores received and rejected after examination at destination shall be recoverable from the Contractor.

10.3 Supervision of Erection & Commissioning: 10.3.1 The Contractor shall depute qualified personnel to Purchaser‟s site during erection and commissioning of

the Stores as specified in SCC/ Contract.

11 CHANGE IN THE SCOPE OF WORK 11.1 Right to vary 11.1.1 Purchaser shall have the right to propose, and order the Contractor from time to time during the performance of the Contract to make any change, modification, addition or deletion to, in or from the Stores (hereinafter called “Change”), provided that such Change falls within the general scope of the work and does not constitute unrelated work and that it is technically practicable, taking into account both the state of advancement of the work and the technical compatibility of the Change envisaged with the nature of the Stores as specified in the Contract. 11.1.2 The Contractor may from time to time during its performance of the Contract propose to the Purchaser (with a copy to the Project Manager) any Change that the Contractor considers necessary or desirable. The Purchaser may at its discretion approve or reject any Change proposed by the Contractor. 11.1.3 Notwithstanding GCC sub-clauses no. 11.1.1 and 11.1.2, no change made necessary because of any default of the Contractor in the performance of its obligations under the Contract and/or for Contractor‟s convenience, shall be deemed to be a Change, and such change shall not result in any adjustment of the Contract Price or the Time for Completion. 11.2 Changes Originating from Purchaser

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11.2.1 If the Purchaser proposes a Change pursuant to GCC sub-clause no.11.1.1, it shall send to the Contractor a “Request for Change Proposal,” requiring the Contractor to prepare and furnish to the Project Manager as soon as reasonably practicable a “Change Proposal,” which shall include the following:

(a) brief description of the Change (b) effect on the Time for Completion (b) estimated cost of the Change (c) effect on Functional Guarantees (if any) (d) effect on any other provisions of the Contract.

11.2.2 Upon receipt of the Change Proposal, the Purchaser and the Contractor shall mutually agree upon all matters therein contained. Within thirty (30) days after such agreement, the Purchaser shall, if it intends to proceed with the Change, issue the Contractor with a Change Order.

If the Purchaser is unable to reach a decision within thirty (30) days, it shall notify the Contractor with details of when the Contractor can expect a decision. If the Purchaser decides not to proceed with the Change for whatever reason, it shall, within the said period of thirty (30) days, notify the Contractor accordingly.

11.2.3 If the Purchaser and the Contractor cannot reach agreement on the price for the Change, an equitable adjustment to the Time for Completion, or any other matters identified in the Change Proposal, the Purchaser may nevertheless instruct the Contractor to proceed with the Change by issue of a “Pending Agreement Change Order.”

Upon receipt of a Pending Agreement Change Order, the Contractor shall immediately proceed with effecting the Changes covered by such Order. The parties shall thereafter attempt to reach agreement on the outstanding issues under the Change Proposal. If the parties cannot reach agreement within ninety (90) days from the date of issue of the Pending Agreement Change Order, then the matter may be resolved in accordance with the provisions of GCC clause no. 14 (Settlement of Disputes).

11.3 Changes Originating from Contractor 11.3.1 If the Contractor proposes a Change pursuant to GCC sub-clause no. 11.1.2, the Contractor shall submit to the Project Manager a written Change Proposal giving reasons for the proposed Change and including the information specified in GCC sub-clause no. 11.2.1. Upon receipt of the Change Proposal, the parties shall mutually agree on cost implications thereof.

12 TIME EXTENSION 12.1 Extension of Time for Completion 12.1.1 The Time(s) for Completion specified in the Contract pursuant to GCC sub-clause no. 4.2.2 shall be extended if the Contractor is delayed or impeded in the performance of any of its obligations under the Contract by reason of any of the following:

(a) any Change in the Scope of Work as provided in GCC clause no. 11. (b) any occurrence of Force Majeure as provided in GCC clause no. 6.11, (c) any delay in approval of drawing / document by the Purchaser, under GCC Sub-clause no. 8.3.3. (d) any default or breach of the Contract by the Purchaser, specifically including failure to supply the

items listed in the Contract, or any activity, act or omission of any other contractors employed by the Purchaser.

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(e) delays attributable to the Purchaser and included in Hindrance Register pursuant to GCC clause no.

7.6 (Hindrances) (f) any other matter specifically mentioned in the Contract by such period as shall be fair and reasonable in all the circumstances and as shall fairly reflect the delay or impediment sustained by the Contractor

12.1.2 Except where otherwise specifically provided in the Contract, the Contractor shall submit to the Purchaser a request for an extension of the Time for Completion, together with particulars of the event or circumstance justifying such extension as soon as reasonably practicable after the commencement of such event or circumstance. As soon as reasonably practicable after receipt of such request and supporting particulars, the Purchaser shall intimate the Contractor the period of such extension. In the event that the Contractor does not accept the Purchaser‟s estimate of a fair and reasonable time extension, the Contractor shall be entitled to refer the matter for resolution, pursuant to GCC clause no. 14 (Settlement of Disputes). 12.1.3 The Contractor shall at all times use its reasonable efforts to minimize any delay in the performance of its obligations under the Contract. 12.1.4 The Purchaser shall extend the time(s) for completion as agreed between the parties pursuant to GCC sub- clause no. 12.1.2 without levy of Liquidated Damages. In the event of grant of such extension of time, the Purchaser shall also reimburse the contractor increase in Statutory levies, if any, in the extended delivery period.

12.1.5 In the event of grant of extension of time as per this GCC clause no. 12.1 (Extension of Time for Completion), the provisions of price adjustment as per GCC clause no. 5.4 (Price Adjustment) shall also be applicable in this extended time for completion subject to overall ceiling of price adjustment as per GCC sub-clause no. 5.4.3 (a) and (b) and as per provision of GCC sub-clause no. 5.5.6.

12.1.6 In the event of extension of time for delays due to reasons attributable to the Contractor, the provisions of this GCC clause no. 12.1 (Extension of Time for Completion) shall not be applicable and provisions of GCC clause no. 6.2 (Delay in Supply) and/or GCC clause no. 13.2 (Cancellation / Termination of Contract in Full or Part) shall be applicable in such cases.

13 FORECLOSURE AND TERMINATION 13.1 Foreclosure of Contract 13.1.1 If at any time after acceptance of the tender / during execution of work the Purchaser shall decide to abandon or reduce the scope of the work for any reason whatsoever and hence not require the whole or any part of the work to be carried out, the Purchaser shall give notice in writing to that effect to the Contractor and the Contractor shall have no claim to any payment of compensation or otherwise whatsoever, on account of any profit or advantage which he might have derived from the execution of the work in full but which he did not derive in consequence of the foreclosure of the whole or part of the Contract.

13.1.2 Upon receipt of the notice of foreclosure under GCC sub-clause no. 13.1.1, the Contractor shall either immediately or upon the date specified in the notice of foreclosure

a) Cease all further work, except for such work as may be specified in the notice of termination for the

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sole purpose of protecting that part of the Stores already executed.

b) Terminate all subcontracts, except those to be assigned to the Purchaser pursuant to paragraph „d (ii)‟ below c) Stop all further purchasing and/ or subcontracting activities related to work foreclosed.

d) In addition, the Contractor, subject to the payment specified in GCC sub-clause 13.1.4, shall i) deliver to the Purchaser the parts of the Stores executed by the Contractor up to the date of foreclosure ii) to the extent legally possible, assign to the Purchaser all right, title and benefit of the Contractor to Stores as of the date of foreclosure, and, as may be required by the Purchaser, in any subcontracts concluded between the Contractor and its Subcontractors. iii) deliver to the Purchaser all non-proprietary drawings, specifications and other documents prepared by the Contractor or its Subcontractors as at the date of foreclosure in connection with the stores.

13.1.3 The Purchaser shall have the option to take over Contractors materials or any part thereof of which the Contractor is legally bound to accept delivery from supplier (for incorporation in or incidental to Stores) provided, however, the Purchaser shall be bound to take over the materials or such portions thereof as the Contractor does not desire to retain.

13.1.4 In the event of Foreclosure of the Contract under GCC sub-clause no. 13.1.1, the Purchaser shall pay to

the Contractor the full amount at contract rates, properly attributable to supplies completed and/or the parts of the Stores executed by the Contractor as of the date of foreclosure. In addition the Purchaser shall also pay a further reasonable amount as certified by the Project Manager but not more than the amount proportionate to the value of balance work, for the items hereunder mentioned which could not be utilized on the work to the full extent because of the foreclosure: a) For contractors materials taken over or to be taken over by the Purchaser pursuant GCC clause no.

13.1.3, cost of such materials as detailed by the Purchaser. The cost shall however take into account purchase price, cost of transportation and deterioration or damage which may have been caused to materials whilst in the custody of the Contractor, provided that the value so arrived should not be more than the proportionate rate of item of the Contract.

b) If any Free Issue Materials are supplied by the Purchaser the contractor shall furnish a full account

of the same pursuant to GCC sub-clause no. 9.2.6 and balance FIM, shall be returned by the Contractor to the Purchaser at rates not exceeding those at which these were originally issued. Any deterioration or damage which may have been caused whilst the Free Issue Materials were in the custody of the Contractor shall be to the account of the Contractor. In addition, cost of transportation of such Free Issue Materials from Contractor‟s works/stores to the stores of the Purchaser, if so required by the Purchaser, shall be paid to the Contractor.

The Contractor shall, as required by the Purchaser, furnish to him books of account, wage books, time sheets and other relevant documents as may be necessary to enable him to certify the reasonable amount payable under this clause

13.2 Cancellation / Termination of Contract in Full or Part 13.2.1 The Purchaser, without prejudice to any other rights or remedies it may possess, may terminate the

Contract forthwith as a whole or only such items of work in default, in the following circumstances by

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giving a notice of termination and its reasons thereof to the Contractor, referring to this GCC sub-clause 13.2.1:

If the Contractor; a) shall offer, or give or agree to give to any person in the Purchaser‟s service or to any other person on his behalf any gift or consideration of any kind as an inducement or reward for doing-or forbearing to do or having done or forborne to do any act in relation to the obtaining or execution of this or any other Contract for the Purchaser; or b) shall enter into a contract with the Purchaser in connection with which commission has been paid or agreed to be paid by him or to his knowledge, unless the particulars of any such commission and the terms of payment thereof have previously been disclosed in writing to the Purchaser; or c) Shall obtain a Contract with the Purchaser as a result of wrong tendering or other non-bonafide methods of competitive tendering; or d) Adopts or has engaged in “fraudulent practice” like misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Purchaser, collusive practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Purchaser of the benefits of free and open competition. e) Adopts or has engaged in “coercive practice” like harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the procurement process or affect the execution of a contract. f) being an Individual, or if a firm, any partner thereof, shall at any time be adjudged insolvent or have a receiving order or order for administration of his estate made against him or shall take any proceedings for liquidation or composition (other than a voluntary-liquidation for purpose of

amalgamation or reconstruction) under any insolvency Act for the time being in force or make any conveyance or assignment of his effects or composition or arrangement for the benefit of his creditors or purport so to do, or if any application be made under any insolvency-Act for the time being in force for the sequestration of his estate or if a trust deed be executed by him for benefit of his creditors; or

g) Being a company, shall pass a resolution or the Court shall make an order for the liquidation of its affairs, or a receiver or manager on behalf of the debenture holders shall be appointed or circumstances shall arise which entitle the Court or debenture holders to appoint a receiver or manager; or h) Shall suffer an execution being levied on his goods and allow it to be continued for a period of 21

days; or i) assigns, transfers, subcontracts (engagement of labour on a piece-work basis or of labour with

materials not to be incorporated in the work shall not be deemed to be subletting) or attempts to assign, transfer or subcontract the entire work or any portion thereof without the prior written approval of the Purchaser.

13.2.2 In the event of default by the Contractor in the following circumstances, the Purchaser may, without prejudice to any other rights it may possess under the Contract, give a notice to the Contractor stating the nature of the default and requiring the Contractor to remedy the same. If the Contractor fails to remedy or to take steps to remedy the same within fourteen (14) days of its receipt of such notice, then the Purchaser may terminate the Contract as a whole or only such items of work in default, by giving a notice of termination and its reasons thereof to the Contractor referring to this GCC sub-clause no. 13.2.2. If the Contractor

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(a) has abandoned or repudiated the Contract or otherwise plainly demonstrates the intention not to continue performance of his obligation under the contract, or (b) has without valid reason failed to commence work on the Stores promptly or has suspended the progress of Contract performance for more than twenty-eight (28) days after receiving a written instruction from the Purchaser to proceed, or (c) persistently fails to execute the Contract in accordance with the Contract or persistently neglects to carry out its obligations under the Contract without just cause, or (d) refuses or is unable to provide sufficient materials, services or labour to execute and complete the supply of Stores in the manner specified in the program furnished under GCC clause 7.2 at rates of progress that give reasonable assurance to the Purchaser that the Contractor can attain Completion of the supply of Stores by the Time for Completion as extended, or (e) at any time makes default in proceeding with the work with due diligence and continues to do so after a notice in writing of 7 days from the Purchaser, or (f) commits default in complying with any of the terms and conditions of the Contract and does not remedy it or take effective steps to remedy it within 7 days after a notice in writing is given to him in that behalf by the Purchaser, or (g) fails to deliver the Stores or any part thereof on or before the Contractual Delivery Date(s), and does not complete them within the period specified in a notice given in writing in that behalf by the Purchaser.

13.2.3 In case the Contract is terminated under GCC sub-clause no. 13.2.1 or 13.2.2 above the Contractor shall not be entitled to recover or be paid any sum for any work thereof or actually performed under this Contract unless and until the Project Manager has certified in writing the performance of such work and the value payable in respect thereof and he shall only be entitled to be paid so certified.

13.2.4 In case the Contract is terminated under GCC sub-clause 13.2.1 or 13.2.2 above, the Purchaser shall on such termination have powers to purchase from elsewhere, at the risk and cost of the Contractor, the Stores or part thereof, not delivered and contract for which is terminated, or other items of similar description when such Stores exactly complying with the Particulars are not in the opinion (such opinion being final) of the Purchaser readily procurable.

13.2.5 In the event of action being taken under GCC clause no. 13.2.4, the Contractor shall also be liable for

Liquidated Damages for delay in deliveries, which the Purchaser is entitled to recover as per GCC clause no. 6.2 (Delay in Supply) on that account provided an agreement for such alternate purchase from elsewhere, is made within (six) 6 months of the letter of cancellation sent to the Contractor. The Contractor shall not be entitled to any gain on such purchase made on account of default. The manner and method of such alternate purchase shall be at the entire discretion of the Purchaser, whose decision shall be final. This right shall be without prejudice to the right of the Purchaser, to recover the damages for breach of Contract by the Contractor as provided in the Contract or under the general law.

13.2.6 The termination of the Contract under this clause shall not entitle the Contractor to reduce the value of the Performance Security Bond Guarantee nor the time thereof. The Performance Security Bond Guarantee shall be valid for the full value and for the full period as per the Contract.

13.2.7 In the event of anyone or more of the above courses under this GCC clause no. 13.2 being adopted by the Purchaser, the Contractor shall have no claim to compensation for any loss sustained by him by reasons of his having purchased or procured any materials or entered into any engagements or made any advances on account or with a view to the execution of the work or the performance of the Contract.

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13.2.8 In any case in which any of the powers conferred upon the Purchaser by this clause, shall have become exercisable and the same are not exercised, the non-exercise thereof shall not constitute a waiver of any of the conditions hereof and such powers shall notwithstanding be exercisable in the event of any future case of default by the Contractor and the liability of the Contractor for compensation shall remain unaffected.

13.3 Termination of Contract on Death 13.3.1 If the Contractor is an individual or a proprietary concern and the individual or the proprietor dies or if the Contractor is a partnership concern and one of the partners dies then unless the Purchaser is satisfied that the legal representatives of the individual Contractor or of the proprietor of the proprietary concern and in the case of partnership, the surviving partners, are capable of carrying out and completing the Contract, the Purchaser shall be entitled to cancel the Contract as to its incomplete part without the Purchaser being in any way liable to pay any compensation to the estate, of the deceased Contractor and/or the surviving partners of the Contractor's firm on account of the cancellation of the contract The decision of the Purchaser that the legal representatives of the deceased Contractor or the surviving partners of the Contractor's firm cannot carry out and complete the Contract shall be final and binding oh the parties. In the event of such cancellation, the Purchaser shall not hold the estate of the deceased Contractor and/or the surviving partners of the Contractor's firm liable for damages for not completing the Contract.

14 SETTLEMENT OF DISPUTE 14.1 Settlement by Mutual Consultation: 14.1.1 If any dispute of any kind whatsoever shall arise between the Purchaser and the Contractor in

connection with or arising out of matters covered in the Contract, including without prejudice to the generality of the foregoing, any question regarding its existence, validity or termination, or execution of the facilities whether during the progress of the facilities or after their completion and whether before or after the termination, abandonment or breach of the Contract, the parties shall seek to resolve any such dispute or difference by mutual consultation. Efforts shall be made first to resolve such dispute or difference at the level of Sr. GM (C&MM)/ Project Manager/ Engineer-in-charge level, failing which the matters in dispute shall be discussed for settlement at Corporate Level of the Purchaser and the Contractor. If the parties fail to resolve such dispute or difference by all such mutual consultation(s), then the either party may give a thirty (30) days notice to the other party conveying its intention to commence Arbitration as hereinafter provided as to the matter in dispute, and no Arbitration in respect of this matter may be commenced unless such notice is given.

14.2 Arbitration 14.2.1 Any dispute in respect of which notice of intention to commence Arbitration has been given, shall be

finally settled by Arbitration. The Arbitration may be concluded prior to or after completion of the facilities. Arbitration proceedings shall be conducted in the manner as herein below provided.

14.2.2 Consequent to issue of notice of intention to commence Arbitration by either party, both the Purchaser and the Contractor shall appoint one Arbitrator each. These two Arbitrators shall agree between themselves and shall appoint a third Arbitrator. The issue in dispute shall then be referred to these Arbitrators. In any Arbitration invoked at the instance of either party to the Contract, the Arbitrator(s) would be free to consider the counter claim of the other party even though they are not mentioned in the reference to Arbitration. The decision either by consensus or by majority of these three Arbitrators shall be final and binding on both the parties and shall be implemented by the parties forthwith.

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14.2.3 For Contract issued to an Indian Contractor or to a Consortium in which the Indian Contractor is the lead

partner, the provisions of the Arbitration & Conciliation Act, 1996, and Rules made there under and/or any statutory modifications or re-enactment thereof for the time being in force shall apply to such Arbitration proceedings. The Arbitrator may, from time to time, with the consent of the parties, enlarge the time for making and publishing the award.

14.2.4 For Contract awarded to a foreign Contractor or to a consortium in which the Foreign Contractor is the lead partner, Rules of Conciliation and Arbitration of the International Chamber of Commerce shall apply to such Arbitration proceedings. The Arbitrator may, from time to time, with the consent of the parties, enlarge the time for making and publishing the award.

14.2.5 For Contract awarded to a Public Sector Enterprise, all matters in dispute to be settled through arbitration shall be referred to the Permanent Arbitration Mechanism (PAM) of the Department of Public Enterprise, Government of India.

14.3 General

14.3.1 Notwithstanding any reference to Arbitration as herein before provided - (a) the Parties shall continue to perform their respective obligations under the Contract with due diligence, unless they otherwise agree, (b) the Purchaser shall continue to pay to the Contractor any moneys due and undisputed to the Contractor.

------------------x------------------

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15. ABBREVIATIONS USED

BHP Brake Horse Power BOQ Bill of Quantity C&MM Contracts and Materials Management Department ECC Erection Completion Certificate EPC Engineering, Procurement and Construction Contract CDD Contractual Delivery Date CENVAT Centralised Value Added Tax CMRCIV Contractor‟s Material Receipt Cum Issue Voucher DCR Design Concession Request DRB Dispute Resolution Board ECS Electronic Clearance System FIM Free Issue Material FOB Free on Board GCC General Conditions of Contract GR Good Receipt IPR Intellectual Property Rights ITT Invitation to Tender INR Indian Rupees kW Kilo Watt kWh Kilo Watt Hour L/C Letter of Credit LD Liquidated Damages LIBOR London Inter Bank Offer Rate LR Lorry Receipt MRICAR Material Receipt Intimation Cum Acceptance Report NDT Non Destructive Testing NPCIL Nuclear Power Corporation of India Limited PLR Prime Lending Rate PO Purchase Order QA Quality Assurance Rs. Indian Rupees RR Railway Receipt SCC Special Conditions of Contract Sq. Square T&P Tools, Plants and Equipments USD US Dollar UKP UK Pound VAT Value Added Tax WCT Works Contract Tax

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(To be submitted in Non-judicial Stamp Paper of appropriate value) Annexure-A

ADVANCE PAYMENT

1. WHEREAS on or about the __________________day of 201_

M/s.________________________________________ a Company registered

under the Companies Act 1956 and having its registered office at

(hereinafter referred to as „The Contractor‟) entered into an agreement bearing

No.________________________ (hereinafter referred to as „The Contract‟),

with Nuclear Power Corporation of India Limited (A Government of India

Enterprise) acting through Site Director, Contracts & Material Management

(hereinafter referred to as (Purchaser) for _____________ (hereinafter referred to as „The Equipment‟).

2. AND WHEREAS under the terms & conditions of the contract an amount of Rs. ___________(Rupees _______________________________ only) representing

____ per cent advance payment out of a contract value of Rs______ (Rupees

____________________________ only ) is to be paid by the Purchaser to the

contractor.

3. AND WHEREAS the Purchaser has agreed in pursuance of the said terms and

conditions of the contract to make an advance payment of Rs. _________ ( Rupees

________________________ only) to the Contractor on the Contractor furnishing a Bank

Guarantee in the manner herein contained. Page 1 of 4

Site Director Kudankulam Nuclear Power Project Kudankulam PO., Radhapuram Taluk, Tirunelveli District- 627 106

4. NOW WE, the _______________________________________________(Bank) in

consideration of the purchaser having agreed to pay to the contractor an advance

payment of Rs, ________ ( Rupees ____________ only) do hereby agree and

undertake to indemnify the Purchaser and keep the Purchaser indemnified to the

extent of a sum not exceeding the said sum of Rs.________ ( Rupees

______________ only ) against any damage or loss that may be suffered by the Purchaser

by reason of non-fulfilment of any of the terms and conditions of the contract by the

contractor.

5. WE, ( Bank ) do hereby

undertake to pay the amount due and payable under this guarantee without any

demur merely on a demand from on behalf of Messrs NUCLEAR POWER

CORPORATION OF INDIA LTD stating that the amount claimed is due by way of

loss or damage caused to or would be caused to or suffered by the Purchaser by

reason of breach by the said Contractor (s) of any of the terms and conditions

contained in the said agreement or by reason of the Contractor(s) „s failure to perform

the said agreement. Any such demand made on the bank shall be conclusive as

regards the amount due and payable by Bank under this guarantee. However, our

liability under this guarantee, shall be restricted to an amount not exceeding Rs.

______ ( Rupees _____________________________________ only ). 6. We undertake to pay to the Purchaser any money so demanded not withstanding any

dispute or disputes raised by the Contractor (s) in any suit or proceeding pending before any

Court or Tribunal relating thereto our liability under this present being absolute and

unequivocal. The payment so made by us under this bond shall be valid discharge of our liability

for payment thereunder and the Contractor (s) shall have no claim against us for making such

payment. Page 2 of 4

7. AND WE _____________________________________________( Bank ) hereby

further agree that the decision of the said NUCLEAR POWER CORPORATION OF

INDIA LTD., as to whether the Contractor has committed breach of any such terms

and conditions of the contract or not and as to the amount of damages or loss

assessed by the said NUCLEAR POWER CORPORATION OF INDIA LTD., as

damage or loss suffered by the Purchaser on account of such breach would be final

and binding on us.

8. AND WE ______________________________________________( Bank ) further

agree with the Purchaser that the Purchaser shall have the fullest liberty without our

consent and without affection in any manner our obligations hereunder to vary any of

the terms and conditions of the said agreement or to extent time of performance by

the said Contractor (s) from time to time or to postpone for any time or from time to

time any of the powers exercisable by the Purchaser against the said Contractor (s)

and to forbear or enforce any of the terms and conditions relating the said agreement

and we shall not be relieved form our liability by reason of any such variation or

extension being granted to the said contractor (s) or for any forbearance, act or

omission on the part of the Purchaser or any indulgence by the Purchaser to the said

contractor (s ) or by any such matter or thing whatsoever which under the law relating

to sureties would, but for this provision, have effect of relieving us. 9. This guarantee will not be discharged due to the change in the constitution of the

Bank or the Contractor (s ). Page 3 of 4

10. Our guarantee shall remain in force until

_____________________________________ and unless a claim under the guarantee is

lodged with us within three months from that date all rights of the Purchaser under the

guarantee shall be forfeited and we shall be relieved and discharged from all liabilities,

thereunder.

11. Notwithstanding anything contrary contained in any law for the time being in

force or banking practice, this guarantee shall not be assignable or

transferable by the beneficiary. Notice or invocation by any person such as

assignee, transferee or agent of beneficiary shall not be entertained by the

bank. Any invocation of the guarantee can be made only by the beneficiary

directly.

Dated the __________________ day of _______________________201_

For_________________________________________ ( Indicate the name of the bank )

Page 4 of 4

(To be submitted in Non-judicial Stamp Paper of Appropriate Value)

SECURITY DEPOSIT

NUCLEAR POWER CORPORATION OF INDIA LIMITED,

Acting through SITE DIRECTOR

Address :

Sir,

1. In consideration of the NUCLEAR POWER CORPORATION OF INDIA LIMITED (herein after called ‘The Purchaser’) having agreed to exempt _________________________ ___________________________ ___________________________ _____________________ (herein after called The said Contractor(s)) from the demand, under the terms and conditions of an agreement no:_______________________ dated ____________made between_______________________________ _____________ __________________ and ___________________________________________________ for ________________________________ ____________________(herein after called “The said Agreement”), of security deposit for the due fulfillment by the said contractor(s) of the terms and conditions contained in the said agreement on production of a Bank Guarantee for Rs.__________________ (Rupees_________________________________________only).

We, _______________________________________________ (indicate name of bank) at the request of ________________________________contractor(s) do hereby undertake to pay to the Purchaser an amount not exceeding Rs. ___________________ (Rupees ________________________________________ __________________________) against any loss or damage caused to or suffered or would be caused to or suffered by the Purchaser by reason of any breach by the said Contractor(s) of any of the terms and conditions contained in the said agreement.

2. We, _________________________________________________________ (Bank) do hereby undertake to pay the amount due and payable under this guarantee without any demur merely on a demand

from the Purchaser stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by the Purchaser by reason of breach by the said Contractor(s) of any of the terms and conditions contained in the said agreement or by reason of the Contractor(s)’s failure to perform the said agreement. Any such demand made on the bank shall be conclusive as regards the amount due and payable by Bank under this guarantee. However, our liability under this guarantee, shall be restricted to an amount not exceeding Rs.________________________________________

(Rupees_______________________________________________________ only).

3. We undertake to pay to the Purchaser any money so demanded not withstanding any dispute or disputes raised by the Contractor(s)/ Supplier(s) in any suit or proceeding pending before any Court or Tribunal relating thereto our liability under this present being absolute and unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Contractor(s)/ Supplier(s) shall have no claim against us for making such payment.

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4. WE,___________________________________________(indicate the name of Bank) further agree that the guarantee

herein contained shall remain in full force and effect during the period that would be taken for the performance of the said agreement and that it shall continue to be enforceable till all the dues of the Purchaser under or by

Site Director Kudankulam Nuclear Power Project Kudankulam PO., Radhapuram Taluk, Tirunelveli District- 627 106

virtue of the said agreement have been fully paid and its claims, satisfied or discharged or till the NUCLEAR POWER CONRPORATION OF INDIA LTD. certifies that the terms and conditions of the

said agreement have been fully and properly carried out by the said Contractor(s) and accordingly discharges this guarantee. The guarantee is valid until _______________ and unless a demand or a claim under this guarantee is made on us in writing on or before the ___________________ (i.e, including claim period of three months) we shall be discharged from all liability under this guarantee thereafter.

5. WE ___________________________________________(indicate the name of bank) further agree with the Purchaser that the Purchaser shall have the fullest liberty, without our consent and without affecting

in any manner our obligations hereunder, to vary any of the terms and conditions of the said agreement, to extend time of performance by the said contractor(s) from time to time or to postpone for any time or from time to time any of the powers exercisable by the Purchaser against the said Contractor(s) and to forbear or enforce any of the terms and conditions relating to the said agreement and we shall not be relieved from our liability by reason of any such variation or extension being granted to the said Contractor(s) or for any forbearance, act or omission on the part of the Purchaser or any indulgence by the Purchaser to the said contractor(s) or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.

6. This guarantee will not be discharged due to the change in the constitution of the Bank or the

Contractor(s)/Supplier(s). 7. We, ___________________________________________________ (indicate the name of the Bank) lastly

undertake not to revoke this guarantee during its currency except with the previous consent of Purchaser in writing.

8. Notwithstanding what is stated in the above paragraphs, our liability under this guarantee will be restricted

to Rs.____________.(Rupees________________________________ only). 9. Notwithstanding anything contrary contained in any law for the time being in force or banking practice, this

guarantee shall not be assignable or transferable by the beneficiary. Notice or invocation by any person such as assignee, transferee or agent of beneficiary shall not be entertained by the bank. Any invocation of the guarantee can be made only by the beneficiary directly.

Dated the ___________________________day of _________________20

For ________________________ (indicate the name of the Bank)

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(To be submitted in Non-judicial Stamp Paper of Appropriate Value)

PERFORMANCE BOND


Acting through: SITE DIRECTOR

Address:

Site Director,

Kudankulam Nuclear Power Project,

Kudankulam PO.,

Radhapuram Taluk,

Tirunelveli District - 627 006.

1. WHERE AS on or about the ----------- day of ---------- 20 M/s.-------------------------------------- a company under the company’s act 1956 and having its registered office at ---------------------------- (herein after referred to as “ The contractor”) entered in to an agreement bearing no.---------------------- (herein after referred to as the “The Contract”), with Nuclear Power Corporation of India Limited (A Government of India Enterprise) acting through Site Director, Kudankulam Nuclear Power Project (herein after referred to as “The Purchaser”) for supply of ------------------------------- (herein after referred to as “The Equipment”).

2. AND WHERE AS under the terms and conditions of the contract an amount of Rs. -----------------(Rupees------------------------------ only) representing balance ---------------------- percent payment out of the total value of the contract i.e., Rs.---------------(Rupees------------------------------------only) is to be paid to the contractor on the final acceptance of the equipment and on the contractor furnishing a Bank Guarantee in a manner herein contained duly executed by a Scheduled/ Nationalized Bank towards satisfactory performance of the equipment during warranty period, viz.,---------- months from the date of receipt and acceptance of the equipment / material at purchaser’s site, as defined in the conditions of the contract.

3. N

OW WE, the --------------------------------- (Bank) in consideration of the promises and payment of the said sum of Rs---------------(Rupees----------------------------------------------------- only) by the purchaser to the contractor do hereby agree and undertake to pay to the Nuclear Power Corporation of India Limited, on behalf of contractor, the amount due and payable under the guarantee without any demure, merely on a demand from the Nuclear Power Corporation of India Limited stating that the amount claimed is due by way of loss or damage caused to, or suffered by, the purchaser by reason of unsatisfactory performance of the equipment during the warranty period. Any such demand made on the bank shall be conclusive as regards the amount due and payable by the Bank under the guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs----------- (Rupees------------------------------------------------------- only).

4. W

e undertake to pay to the Purchaser any money demanded notwithstanding any dispute or disputes raised by the Contractors, in any suit or proceedings pending before any court or tribunal relating there to, or liability under this present being absolute and unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Contractor(s) shall have no claim against us for making such payment.

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5. WE HEREBY further agree that the decision of the Nuclear Power Corporation of India Limited as to whether the said equipment is giving satisfactory performance or not during the warranty period and as to the amount of damages suffered by the Purchaser on account of unsatisfactory performance of the said equipment shall be final and binding on us.

6. AND WE, the --------------------------(Bank) do hereby agree that our liability hereinunder shall not be discharged by virtue of any agreement between the Purchaser and the Contractor whether with or without our knowledge and / or consent or by reason of the purchaser showing any indulgence or forbearance to the Contractor whether as to payment, time for performance, or any other matter whatsoever relating to the contract, which but for this provision, would amount to discharge of the surety under the law.

7. THIS guarantee will not be discharged due to the change in the constitution of the Bank or the Contractor(s).

8. OUR Guarantee shall remain in force until-------------------and unless a claim under the guarantee is lodged with us within three months from that date, all rights of the Purchaser under the guarantee shall be forfeited and we shall be relieved and discharged from all our liabilities hereunder.

9. Notwithstanding anything contrary contained in any law for the time being in force or banking practice, this guarantee shall not be assignable or transferable by the beneficiary. Notice or invocation by any person such as assignee, transferee or agent of beneficiary shall not be entertained by the bank. Any invocation of the guarantee can be made only by the beneficiary directly.

Dated the-------day of---------20

For________________________ (Indicate name of the bank)

Annexure-D

APPLICATION FOR PAYMENT

Will be issued later

Annexure - E FORMAT OF INDEMNITY BOND AGAINST FREE ISSUE MATERIALS (FIM) TO BE EXECUTED ON A NON-JUDICIAL STAMP PAPER OF APPROPRIATE VALUE.

INDEMNITY BOND

This Indemnity Bond made this_____ day of______ between M/s_________________________ having its registered office at______________ hereinafter referred to as “The Contractor” which expression shall include its successors and assigns on one part and Nuclear Power Corporation of India Limited (A Govt. of India Enterprise), acting through Site Director, CMM or other Officers) ________________________________________ hereinafter referred to as “The Purchaser”, which expression shall include its successors and assigns, on other part. Whereas the Nuclear Power Corporation of India Limited has placed a Purchase Order/Contract No.__________________________________________ dated ________ hereinafter referred to as “Purchase Order” on the Contractor and the Contractor has accepted to execute the Purchase Order. And whereas, the Purchaser has agreed to supply the Free Issue Materials referred to in the Contract/Purchase Order for the purpose of fabrication, machining and supply of the equipment and stores as referred to in the Contract/Purchase Order. And whereas, the Contractor has agreed to furnish an Indemnity Bond for a sum of Rs.______________________________________(Rupees________________________ __________) being amount equivalent to the value of the free issue materials to be supplied by the Purchaser. Whereas it is explicitly understood that the materials to be supplied is held by the Contractor for and on behalf of Nuclear Power Corporation of India Limited and that ownership of the materials used for fabrication/machining etc. rests with Nuclear Power Corporation of India Limited, till the fabricated/machined equipment/components are delivered to the Purchaser and balance and left over materials as per free issue material account as approved by the Purchaser’s engineer is/are returned to the Purchaser. NOW THIS DEED WITNESSETH THAT IN CONSIDERATION OF THE FREE ISSUE MATERIALS SUPPLIED BY THE NUCLEAR POWER CORPORATION OF INDIA LIMITED.

1. The Contractor hereby undertake to pay to the Nuclear Power Corporation of India Limited

on demand the said sum of Rs.______________ (Rupees_______________________________) in the event of any breach of the conditions of the Purchase Order, loss and damage of the material and balance material not being returned on or before________________________or any other date mutually agreed.

2. The Contractor shall be totally responsible for safety of the material during which it remains in their custody/control and adequate care for preservation of the item.

3. The Contractor shall undertake to preserve the material with due and proper care and to keep it insured for the period during which it remains in their custody/control.

4. The Contractor shall be responsible for safe return of the balance materials off cuts, scraps to the final destination.

5. This bond shall remain in force and effect so long as the full account of free issue materials is settled to the satisfaction of the Purchaser and balance material is returned to the Purchaser.

6. The Contractor shall not stand discharged or released from the Indemnity Bond given by

them under this bond on account of any alteration in the obligation of the parties to the Contract or on account of any indulgence or forbearance as to the payment, time, performance, or otherwise granted by Nuclear Power Corporation of India Limited to the Contractor in relation to the Purchase Order.

It witness whereof the parties hereto have caused the bond to be duly executed on the

day and the year first above written.

For (Contractor’s Name)

ANNEXURE-F

Declaration Form for GST

Certified that we ……………………………………………...………………………………………………………………...... .............. ................................................................................................................................................................….……………….....................................

are registered as dealers in the State of ..................................................................................................................... under Register No. ....................................................................................................... for the purpose of GST.

Purchase Order No. & Date Bill No. & Date

Further certified that: (Please Tick all appropriate boxes)

(a)Certified that the goods and services on which GST has been charged are not exempted under the GST Act or the rules made there under and the amount charged on account of GST on these goods and services are not more than what is payable under the relevant act or the rules there under.

(b) Certified that we have taken into account all input tax credits available under GST and have not loaded the same in

the basic price while furnishing their bids.

(c)Certified that in respect of amount of taxes claimed in the bill no claim is pending for refund/or is admissible for refund from any other agency and /or no other tax credit is available in respect of the same. In the event of getting refund in whole or in part of the element of GST claimed from Government, the same shall be passed on the benefit to the Purchaser by remitting the amount equivalent to the amount of refund obtained.

(d) Certified that the GST charged herein the invoices and other details have been populated in GSTR1 of the GSTN portal facilitating input credit to the Purchaser.

(e)Certified that we have complied with the Anti-profiteering measure provisions under CGST/ SGST/UTGST Acts and passed on commensurate reduction of price to the purchaser.

Signature of Contractor :

Date : Name : Place : Designation :

Office Seal :

NUCLEAR POWER CORPORATION OF INDIA LTD.

(A Govt. of India Enterprises)

ANNEXURE-G

Certificate to be furnished by the Contractor along with the invoice/bills when sales/ Central Sales Tax as extra is claimed. Certified that:

1) Goods and packing charges on which sales tax (Central or State)/ VAT claimed are not exempted from payment of Sales Tax (Central or State)/ VAT under the Provisions of Sales Tax Act or Rules.

2) We, as a registered dealer, are being assessed to Sales Tax.

3) In the event of our getting refund in whole or part of Sales Tax already paid from Sales Tax Authorities, we shall promptly pass on the same to the Purchaser. In additions we also authorise the paying authority in NPCIL to recover such amount from our outstanding bills against the present or future contracts.

4) We are registered as dealers in the State of _________________ and our

local/Central Sales Tax Registration No. is __________________________.

96

ANNEXURE-H

Certificate to be furnished by the contractor along with the Invoice/Bills when service tax is claimed.

Certified that: 1. Services on which service tax claimed are not exempted from payment of

service tax under the provisions of Extant Rules. 2. We are registered with Central Excise Department for service tax and our

Registration number is _____________________.

3. We undertake to pursue the matter for refund in case the exemption is received by NPCIL from the Govt. of India for payment of service tax. In the event of our getting refund in whole or part of Service Tax already paid to Service Tax Authorities, we shall promptly pass on the same to the purchaser. In addition we also authorise the paying authority in NPCIL to recover such amount from our outstanding bills against the present or future contracts.

4. We hereby confirm that Service Tax has been remitted/will be remitted in

accordance with the Service Tax Rules.

Signature of Contractor or their Authorised Representative.

97


98


SUPPLY CONTRACTS


_______________________________________________________________________________________________

The following Special Conditions of Contract (SCC) shall supplement / amend General Conditions of Contract (GCC) – Form No.GCC/Supply-1/Rev.4. Wherever there is a conflict between the two, the provisions in SCC shall prevail over those in the GCC.

GCC Clause

GCC Description SCC Clause

SCC Description

3.4.2 (a)

Security Deposit 1.1 Contractor shall furnish Security Deposit for 10% of the Basic Price (inclusive of P&F charges) 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.

3.4.5

(a)

Performance Bond 1.2 The contractor shall submit a Performance Bond in the form of Bank Guarantee for an amount equal to ten (10) percent of the Basic Price (inclusive of P&F charges) in respective contract currencies as a security for satisfactory performance and warranty/ guarantee of the Stores supplied by the Contractor and its sub-contractors under the contract

Not Applicable

5.2 Price Basis 1.3 Price Basis: The Contract prices of all items and spares covered under the contract shall be on DAP Purchaser’s Site – INCOTERM-2010 basis.

5.2.1 Price Basis 1.3.1 Price break-up of indigenous items and spares shall be indicated as follows:

i. Basic price including but not limited to Packing & Forwarding Charges and CIF value of imported raw

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material/component, if any, required for indigenous manufacturer.

ii. Inland transportation (freight) and Insurance charges. iii. Applicable percentage of GST on the above two

components. Input Tax Credit (ITC) available to the bidders shall be taken into consideration in quoted price and the bidder shall pass on the benefits to the Purchaser.CIF value of the imported raw materials/components included in the Basic Price (inclusive of P&F charges) of indigenously manufactured items shall be shown separately for the purposes of 15% price preference loading vis-à-vis domestically manufactured goods for availing Deemed Export benefits, if any.

5.2.2 Price Basis 1.3.2 Price break-up of imported items and spares delivered directly to the Site from Indian port of entry shall be indicated as follows:

i. FOB/FCA Price ii. Handling charges in Port of Origin, if applicable,

Marine/Air Freight & transit (Marine) Insurance. iii. Customs Duty, if applicable. iv. Applicable percentage of IGST. v. Port handling/Clearance Charges at Indian Port, Inland

transportation and transit insurance charges. vi. Applicable percentage of GST on the above component

indicated in (v). 5.3 Currency of Payment 1.4 For Supply of equipment, spares and other materials from

indigenous sources, DAP price of such items inclusive of CIF value of imported raw material/components, shall be in Indian Rupees (INR).

5.4 Price adjustment 1.5 The word Ex-works wherever appears should be read as Basic Price (inclusive of P&F charges) – INCOTERMS-2010.

5.5 Price adjustment formula

1.6 The word Ex-works wherever appears should be read as Basic Price (inclusive of P&F charges) – INCOTERMS-2010

5.6 Terms of Payment 1.7 The word Ex-works wherever appears should be read as Basic Price (inclusive of P&F charges) – INCOTERMS-2010.

5.6.1

(b)

1.7.1 Balance 10% Basic Price (inclusive of P&F charges) /FOB price will be released on acceptance of the Stores at Site after inspection and issue of Site Stores Inspection Report / Receipt Voucher by the consignee (GCC Sub clause 1.1.1 (a)), submission of bank guarantee by the Contractor for

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10% of Basic Price (inclusive of P&F charges) in respective contract currencies towards performance of stores as per GCC Sub clause 3.4.5 and if required under the Contract, and in case of contract(s) with Free Issue Material (FIM) Certificate of completion of Free Issue Material accounting by Purchaser‟s representative and receipt of Receipted delivery challan for return of balance Free Issue Material (FIM) to Purchaser's Stores.

For Supply of plant /equipments/machinery/instruments including erection and commissioning, balance 10% (ten) percent of the Basic Price (inclusive of P&F charges) / FOB value for supply plus erection and commissioning charges and taxes in full as applicable thereon will be released on acceptance of the plant/equipment /machinery/instruments at Site after commissioning and final acceptance (GCC Sub clause 1.1.1 (b)), and submission of other documentary evidence as mentioned in the first para of this GCC sub-clause 5.6.1 (b).

Full payment will be made within 30 days from the date of receipt and acceptance of the items at site and submission of requisite documents stipulated in the Contract. Declaration form for GST (Annexure – F) shall be submitted along with bill

5.12 Taxes and Duties

2.1 2.1 Indirect Taxes and Duties 2.1.1 The Bid prices shall be inclusive of Goods and

Services Tax (GST) and any other Indian Indirect Taxes payable in India for the final product / services. However break up of price components should be shown as required in Price Schedule.

2.1.2 The Contractor shall bear all non-Indian taxes,

duties, levies etc. payable upto FOB in respect of sourcing items from abroad.

2.1.3 Contractor shall be responsible for payment of all Indian Taxes, Duties including IGST on imports and all other statutory levies as applicable in connection

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with supply of the Stores. However, Supplies on High Seas sales basis the IGST shall be reimbursed by the purchaser. The prices DAP shall be inclusive of all Taxes, Duties and other Statutory levies payable under the law of the Land. The Contractor shall however take into account Fiscal Concessions available to the subject contract as detailed in the below mentioned paras and pass on the benefit to the Purchaser. As Price is inclusive of GST, and payable against the supply as per statute no separate GST will be paid along with Price Adjustment component (if billed separately).

2.1.4 In case, there is no increase in GST rate within Contractual Delivery Date, GST as applicable or quoted, whichever is lower will be reimbursed by Purchaser limiting to the rate prevailing within the Contractual Delivery Schedule.

2.1.5 GST as applicable or quoted, whichever is lower will be reimbursed by Purchaser limiting to the rate prevailing within the contractual delivery schedule.

2.1.6 In case of increase in existing taxes/ duties and /or introduction of any other new indirect taxes / cess, if levied by Government during the contractual delivery period, the incremental rate of existing taxes/levies and/or any other new indirect tax/cess, shall be reimbursed / paid by the Purchaser upon verification of the documentary evidence submitted and its acceptance by the purchaser. The payment/reimbursement of statutory variations in the rates of tax and/or of new tax, duty or levy imposed under statute or law in India as above would be restricted only to direct transactions between the Owner and the Bidder. This provision shall not apply to changes in Personal Income tax or Corporate Income tax or to changes in non-Indian Taxes.

2.1.7 For extension in the contractual delivery period for the reasons attributable to the Purchaser and/or Force Majeure, increase in existing taxes & duties, if any, and new tax component introduced in the extended period shall be reimbursed to the Contractor subject to the submissions of necessary documentary evidence. No increase / new tax shall be payable during the delay period due to reasons attributable to the Contractor.

2.1.8 If there is an upward revision in the rate of GST

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within CDD due to change in classification by the bidder, such upward revision shall not be entertained as per clause no 2.1.6 & 2.1.7 and the payment towards GST will be restricted to the quoted rate of GST.

2.1.9 GST on Liquidated Damages (LD), as applicable, shall be to the account of the Contractor and shall be recovered from payments due to the Contractor.

2.1.10 The bidders are required to examine the provisions of The Central Goods and Services Tax Act 2017(CGST), The Integrated Goods and Services Tax Act 2017(IGST), The relevant SGST act of the State Government, The Union Territories Goods and Services Tax Act 2017(UTGST) and The Goods and Services Compensation to States Tax Act 2017 and their Rules as being enacted and amended from time to time. The bidders are required to take into account all input tax credits and the exemptions available therein while furnishing their bids.

2.1.11 The Bidder shall quote the prices giving breakup in the manner specified in the Price Schedule. The Bidder shall quote the applicable rate of GST in the Price Schedule.

2.1.12 For the purpose of Evaluation, GST quoted in the Bid shall only be considered.

2.1.13 The Bidder shall indicate the taxes and duties as applicable seven (7) days prior to last date for Bid Submission.

2.1.14 The Bidder is required to quote the rate of GST

applicable under GST Law in the Price Schedule while giving the breakup of prices.

2.1.15 In case GST registered Bidder has quoted GST rate as ‘0’ (Zero), the quoted price shall be considered to be inclusive of GST as applicable.

2.1.16 In case of bid received from dealers who have opted for the composition scheme under GST Law, the Bidder shall specifically mention the same in his Bid. Owner shall not be liable to pay/reimburse any GST on the supplies made by such dealers under the Order/Contract.

2.1.17 In case of bid received from unregistered dealer, for

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evaluation their bid shall be cost compensated as per the GST rate applicable in view of Reverse Charge Mechanism (RCM) as per GST Law.

2.1.18 In case of all materials identified by the Supplier and Owner to be dispatched directly from the sub-vendor's work to Owner's site, the Supplier shall ensure that his sub-vendors raise Tax invoices as per the provisions of GST Law, “Billed to the Supplier and Shipped” to the Owner’s site. The Supplier shall further ensure that he raises his corresponding Tax Invoices in the name of Owner during transit of the materials before the delivery of materials is taken by Owner.

2.1.19 The implications of GST on return of goods will be as per the provisions of the relevant GST Laws.

2.1.20 Bidders are required to provide their GST Registration numbers, the HSN code of the goods/SA Code for services and the applicable rate of GST as in the Commercial Terms and Conditions of the bid submitted in Part-I (Technical and Commercial bid except price).

2.1.21 While claiming the GST, the Tenderers are required

to adhere to the provisions available therein. The Contractors are required to ensure that, the details of GST charged in the Invoice and other details are filled in the GST Returns within the due date as notified by the GST Council, and also certify the same in Annexure-F, only upon which reimbursement of GST would be considered.

2.1.22 Please note that in case any refund/credit to GST if

granted to Tenderers by GST Authorities in respect of stores supplied under the contract, Tenderers will pass on the credit to the Purchaser immediately along with a certificate from bidder’s Director/Manager/Proprietor/Accountant that the credit so passed on relates to the GST originally paid for the stores supplied under the contract.

2.1.23 When GST is claimed by the Contractor / supplier

in general the certificate as per Annexure F should be submitted to the paying authority with their invoices.

2.1.24 For items not covered under GST, the bidder is required to quote Excise Duty/VAT/CST as applicable in the Price Schedule wherever GST is

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mentioned in price format, while giving the breakup of Prices.

2.2 Direct Tax: - Tax Deduction at Source

2.2.1 The Purchaser shall have the right to withhold taxes on income, excess profits, royalty and other taxes from payments due to Contractor under this Contract to the extent that such withholding may be required by the government of India or any relevant authority thereof or by the government of any other country, and payment by the Purchaser to the respective governmental office of the amount of money so withheld will relieve the Purchaser from any further obligation to Contractor with respect to the amount so withheld.

2.2.2 The Purchaser shall, at the time of its payments due

to the Contractor, withhold the necessary taxes at such rate as is required by any Government Authority, unless and to the extent that the Contractor shall produce to the Purchaser any certificate issued by a Government Authority (having authority to issue such certificate) entitling the Contractor to receive the payments under the Contract for a prescribed period without deduction of any tax or deduction at a lower rate.

2.2.3 The Purchaser shall provide the necessary

withholding tax certificates to the Contractor within the time stipulated by the relevant law to enable the Contractor to file the same with the Government Authority as a proof of payment of such taxes.

2.2.4 All taxes levied on Contractor’s corporate income

or profits shall be for the account of Contractor and shall not be reimbursed by the Purchaser. Contractor shall also be responsible for payment of income taxes of its personnel levied in India or elsewhere.

2.3 Indirect Tax-Tax deduction at source

2.3.1 The Purchaser shall, at the time of its payments due to the Contractor, withhold the necessary tax at source at such rate if required under the legislation

105

unless and to the extent that the Contractor shall produce to the Purchaser any certificate issued by a Government Authority (having authority to issue such certificate) entitling the Contractor to receive the payments under the Contract for a prescribed period without deduction of any tax or deduction at a lower rate.

2.3.2 In case of such deductions as mentioned above, the

Purchaser shall provide the necessary withholding tax certificates to the Contractor within the time stipulated by the relevant law to enable the Contractor to file the same with the Government Authority as a proof of payment of such taxes.

3.0 Fiscal Concessions for Nuclear Power Projects(NPPs)

3.1 Nuclear Power Project of capacity 440 MW or more

have been notified by GOI for eligibility towards fiscal concessions. As such the goods required for setting up these projects are subject to ‘NIL’ Customs duty as per the extant policy of Government of India (vide Customs Notification No. 50/2017 dated 30-6-2017 and updated upto 05-12-2017 (in the list 32 at Sr. No. 602). In consideration of the aforesaid Fiscal Benefits, no customs duty on goods shall, therefore, be payable/ reimbursable by the Purchaser to the Contractor. Similarly, as per the paragraph 7.02 (h) of Foreign Trade Policy 2015-2020 of Government of India, Domestic Contractors supplying goods for these projects under the procedures of National competitive bidding or International Competitive bidding shall be eligible for benefits of ‘Deemed Export’ under paragraph 7.03 (a) relating to advance authorisation and 7.03 (b) relating to deemed export draw back of the Policy and paragraphs 7.02(d), 7.03(g) and 7.05(b) of Hand Book of Procedures) issued by the Director General of Foreign Trade, Department of Commerce, Ministry of Commerce and Industry, Government of India(DGFT Trade Notice Number – 11/2018 dated 30.06.2017). In consideration of the aforesaid Fiscal Benefits, no customs duty on goods shall, therefore, be payable/ reimbursable by the Purchaser to the Contractor.

3.2 The bidders are solely responsible for adherence and

compliance with the necessary processes, procedures and documentation as may be stipulated by the concerned Statutory Authorities connected in respect of availing such fiscal benefits. The Purchaser, shall,

106

however, make available only the requisite documents or certifications as per the extant rules and procedures for availing the above exemptions/concessions by the Contractor.

3.3 In the event of subsequent denial of the above

benefits prevailing as on the last date of submission of the bid, by the designated authorities to the Contractor, either on the basis of interpretation of the provisions of such benefits or due to change in law, such indirect taxes will be reimbursable by the Purchaser at actual rates for the supplies made within the Contractual Delivery Dates or extended Contractual Delivery Dates due to reasons attributable to the Purchaser/Force Majeure. And for the supplies that are made beyond the Contractual Delivery Date due to reasons attributable to Contractor, the reimbursement of taxes shall be made by the Purchaser limiting to the rates prevailing on the Contractual Delivery Date.

5.5.6 Price Adjustment 4.1 In case of supplies which are delayed beyond the Contractual Delivery Date (as given in the Contract) for reasons attributable to the Purchaser, the price adjustment provisions shall continue to be applicable for an additional period equal to delay caused by the Purchaser, subject to GCC sub-clause 5.4.1, 5.4.2 & 5.4.3. This shall, however not deemed to be automatic extension of Contractual Date of Delivery.

In case of supplies which are delayed beyond the Contractual Delivery Date (as given in Contract) for reasons attributable to the Contractor or Force Majeure events, the provision of Price Adjustment shall be as per PO terms, regulated on the basis of the indices as applicable as per PO terms on the original CDD or the indices as applicable as per PO terms on the actual delivery date, whichever is lower.

In case Supplies are delayed beyond the Contractual Delivery Date (as given in the Contract) and the total delayed period can be apportioned between delays due to the Purchaser, the Contractor and / or Force Majeure events, Price adjustments for the period of delay

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caused by the Purchaser will be allowed considering as if this delay due to the Purchaser happened first, immediately after Contractual Delivery Date, irrespective of actual point in time in which such delay by Purchaser occurs. No price adjustment shall be allowed for delays apportioned to the Contractor and / or Force Majeure events.

5.7 Application for

Payment This clause is deleted.

6.5.2 Transfer of Ownership

4.2 Ownership of the indigenous stores (including spare parts) shall be transferred to the Purchaser when the Stores are brought on to the Site.

6.5.3 This clause is deleted.

6.8.3 Indemnity for Taxes and Duties

4.3 The Contractor shall be responsible for filing all necessary Tax returns (including, without limitation, returns for Corporate Income tax, Personal Income tax and GST) with the relevant Government Authorities in accordance with all applicable statutory requirements and shall be responsible for providing all information requested by such Government Authorities.

4.4 End use verification shall not be agreed upon by NPCIL, in case of imports under any circumstances. Further, the bidder/ Contractor shall make attempts to import Raw Material / Components if necessary, without insisting for “End User Certificate”.

9.4.2 Transportation 4.5 For Contracts placed on DAP- Purchaser’s site basis: i) The Contractor shall transport at his own risk and

expense and deliver the Items at the destination specified by the Purchaser, by selecting any safe mode of transport unless otherwise stated in the contract.

ii) Unless otherwise expressly mentioned in the Contract, the Contractor shall pay and bear all freights and all costs and expenses for transporting the items to the place of delivery specified in the Contract and the price specified in the Contract shall be inclusive of all such packing, handling, forwarding, freight and transit insurance charges. The Contractor shall however, indicate the break up price towards freight and transit insurance

108

charges. iii) Unless otherwise provided in the Contract, the

Contractor shall be entitled to select any safe mode of transport without any transhipment, to carry the Plant and Equipment.

iv) The Contractor shall be responsible for obtaining, if necessary, approvals from the authorities for transportation of the Stores to the Site. The Contractor shall indemnify and hold harmless the Purchaser from and against any claim for damage to roads, bridges or any other traffic facilities that may be caused by the transport of the Stores to the Site.

v) The Contractor shall indemnify and hold the Purchaser harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from the transport of Stores and shall negotiate and pay all claims arising from their transport.

vi) In the event any stores or item is damaged, lost, stolen, destroyed or otherwise impaired while in storage or transit, Contractor shall at its own expense and cost restore or replace such affected stores or item.

9.4.3 Transportation 4.6 The clause is deleted.

9.4.6 Transportation 4.7 Documentation for Supply of Indigenous Items

On the day of transport, the contractor shall send to the Purchaser by courier for information, a copy of each of the following documents:

i) Transportation documents like airway bill / lorry receipt / railway receipt / delivery challan/ e way bill, etc.

ii) Certificate of insurance;

iii) Invoice with itemised prices duly signed by Contractor.

iv)Copy of packing lists for each separate package;

v) Shipping release issued by Purchaser or his authorized representation if applicable

vi) Contractor shall also be responsible for obtaining

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clearances, if any for timely and safe delivery of items to the site.

9.5.2 Custom Clearance 4.8 The Contractor shall, at its own expense; handle all imported Stores at the point(s) of import and shall handle any formalities for customs clearance. The Purchaser will make available to the Contractor all documents / applications that are required to be made in the name of the Purchaser as per applicable laws or regulations including requisite documents or certifications as per the extant rules and procedures for availing the exemptions/concessions in Customs Duty, if any. However, it is the responsibility of the Contractor to approach the Purchaser and obtain necessary documents / certificates from the Purchaser well in advance.

13.2.4 Cancellation / Termination of Contract in Full or Part

5.0 In case the Contract is terminated under GCC sub-clause 13.2.1 or 13.2.2 above, the Purchaser shall on such termination have powers to purchase from elsewhere, at the risk and cost of the Contractor (including departmental overhead charge @30% of the total expenditure incurred to complete the balance supply / work), the Stores or part thereof, not delivered and contract for which is terminated, or other items of similar description when such Stores exactly complying with the Particulars are not in the opinion (such opinion being final) of the Purchaser readily procurable.

14.2.5 SETTLEMENT OF DISPUTE

6.0 For Contracts between CPSEs, inter-se and CPSEs and Government Departments/ Organisations: In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contracts(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/ Organisations (excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such dispute or difference shall be taken by either party for resolution through Administrative Mechanism for Resolution of CPSEs Disputes

110

(AMRCD) as mentioned in DPE OM no. 4(1)/2013-DPE(GM)/FTS-1835 dated 22-05-2018.

15 ABBREVIATION 7.0 ABBREVIATIONS USED

BHP Brake Horse Power

BOQ Bill of Quantity

C&MM Contracts and Materials Management

Department

ECC Erection Completion Certificate

EPC Engineering, Procurement and Construction Contract

CDD Contractual Delivery Date

Central Goods and Services Tax (CGST)

CMRCIV Contractor’s Material Receipt Cum Issue Voucher

DAP Delivered at Place

DCR Design Concession Request

DRB Dispute Resolution Board

ECS Electronic Clearance System

FIM Free Issue Material

FOB Free on Board

Goods and Services Tax (GST)

GCC General Conditions of Contract

GR Good Receipt

Integrated Goods and Services Tax (IGST)

IPR Intellectual Property Rights

ITT Invitation to Tender

INR Indian Rupees

kW Kilo Watt

111

kWh Kilo Watt Hour

L/C Letter of Credit

LD Liquidated Damages

LIBOR London Inter Bank Offer Rate

LR Lorry Receipt

MRICAR Material Receipt Intimation Cum Acceptance Report

NDT Non Destructive Testing

NPCIL Nuclear Power Corporation of India Limited

PLR Prime Lending Rate

PO Purchase Order

QA Quality Assurance

Rs. Indian Rupees

RR Railway Receipt

SCC Special Conditions of Contract

State Goods and Services Tax (SGST)

Sq. Square

T&P Tools, Plants and Equipments

Union Territory Goods and Services Tax (UTGST)

USD US Dollar

UKP UK Pound

GCC 8.0 Annexure F: ‘Certificate towards Excise Duty’is substituted with Annexure-F : Format for “Goods and Services Tax”

Annexure G and Annexure H are deleted.

10 Quality Surveillance, Inspection,

Acceptance and Rejection

9.0 No Pre dispatch inspection is envisaged. However, all the other terms of clause remain unchanged.

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SECTION – C

TECHNICAL SPECIFICATION

113

SECTION – D

FORMAT FOR SUBMISSION OF PART – I

TECHNICAL AND COMMERCIAL BID (EXCEPT PRICE) OF THE TENDER

TPT/SUPPLY-1

114

(To be submitted duly filled in by the bidder)

TENDER FORM

PART-I (Technical and Commercial Bid except price)

From

To

The General Manager (C&MM) Contracts & Materials Management, Nuclear Power Corporation of India Limited, Kudankulam Nuclear Power Project, Kudankulam PO, Radhapuram Taluk, Tirunelveli Dist - 627106

Dear Sir,

1. I/We have read the ‘Invitation to Tender & Tendering Conditions’ and the ‘Conditions of Contracts’ as set out in Section-‘B’ of the tender documents.

2. I/We have thoroughly examined the specifications, drawings and/or patterns quoted or referred to herein and/or fully aware of the nature of the stores required and my/our bid is to supply the stores strictly in accordance with the requirements under this tender as detailed in Section-‘C’ of the tender documents.

M/s.

Tel. No. :

Fax No. :

e-mail :

Tender No. :

Tenderer’s Bid No.: ______________

Dated : ______________

Last date for receipt of Part-I & Part-II of the tender __________ upto 11.00 Hrs. IST

Due date for opening of Part-I of the tender _______________ at 11:01Hrs. IST

115

3. I/We hereby agree to supply the stores, strictly adhering to the Conditions of the Contract as set out in Section-B of the tender document.

4. You will be at liberty to accept any one or more of the items of stores offered by us and I/We shall be

bound to supply you the stores as may be specified in the purchase order/contract. 5. I/We hereby agree to keep the prices and our bid valid for your acceptance for a period of 120 (one

hundred and twenty) days from the date of actual opening of Part -II of this tender. 6. Deviations to technical specifications contained in Section-‘C’ of the tender documents are detailed in

Annexure-'A' to the tender form and compliance proposed to Conditions of Contract contained in Section-‘B’ of the tender documents are detailed in Annexure-'B' to the tender form.

7. I/We hereby authorize you to conduct any enquiry to verify the statement/documents and information

submitted in connection with this tender form and to seek clarifications from our bankers and clients regarding any financial and technical aspects.

8. I/We are also enclosing herewith all the leaflets/catalogues etc. pertaining to the stores offered.

Yours faithfully,

Stamp and Signature of the Tenderer

Encl:

Deviations / Compliance to technical specifications and other details –Annexure-A Compliance to Conditions of Contract Annexure ‘B’ Checklist Annexure ‘C’ Leaflets/Catalogue.

116

ANNEXURE A

BIDDERS TO MAKE AND ATTACH WITH PART-I BID

Deviations to Technical Specification, if any.

Sl. No. Clause No. Details as per Specification / Document

Deviation Proposed Remarks

TPT/SUPPLY-1

117

ANNEXURE B

(To be furnished duly filled in along with Part-I - Technical & Commercial bid except price)

1.0 Format for submission of Commercial Terms and Conditions of Tender bid

Sr. No. Item/Description

Bidder’s Response/Confirmation

as the case may be

1. Price Basis: As per Special Condition of Contract

2 Delivery Period - Items shall be supplied within 3 months from the date of issue of purchase order.

Items shall be supplied within 3 months from the date of issue of purchase order.

118

2.0 Format for submission of Compliance to the Conditions of Contract contained in Section-B of the

tender.

2.1 The tenderer shall note that any deviation to above mentioned terms and conditions of our tender may lead to disqualification of their Bid.

2.2 The compliance/confirmation to the specific clauses may please be furnished as per the format below:

Sr. No.

Item / Description Bidder’s Compliance / Confirmation

I Acceptance of "Security Deposit" as per Clause No. 3.4.2 under GCC/SUPPLY-1/R-4.

II Acceptance of "Performance Bond" as per Clause No.3.4.5 under GCC/SUPPLY-1/R-4. (Not Applicable)

Not Applicable

III Acceptance of "Subletting / Assignment of Contract" as per Clause No.3.7 under GCC/SUPPLY-1/R-4.

IV Acceptance of "Defect Liability" as per Clause No.6.4 under GCC/SUPPLY-1/R-4

V Acceptance of "Liquidated Damages" as per Clause No.6.2 under GCC/SUPPLY-1/R-4.

VI Acceptance of "Quality Surveillance, Inspection, Acceptance and Rejection" as per Clause No.10 under GCC/SUPPLY-1/R-4.

VII Acceptance of “Terms of Payment” as per Special Conditions of Contract

VIII

Acceptance of "Settlement of Dispute" as per Clause No.14 under GCC/SUPPLY-1/R-4.

IX Acceptance of "Confidentiality" as per Clause No.1.10 under GCC/SUPPLY-1/R-4.

X Compliance to the remaining clauses of GCC/SUPPLY-1/R-4. XI Compliance to acceptance of Special Conditions of Contract (SCC)

TPT/SUPPLY-1

119

ANNEXURE C

CHECK - LIST

Bidder please check your quotation for following items, fill in this Check List in Yes / No and submit along with the bid. Yes No Remarks

1. Have studied and understood the tender requirements clearly.

2. Are the supporting documents uploaded in e-bid?

3. Are there deviations from tender specifications

4 Validity date for the quotation has been clearly indicated in the bid.

5. Any specific point / detail Bidder desires to highlight. If yes, indicate in remarks column where the point / detail has been highlighted.

(Signature)

(Seal and Name of Bidder)

TPT/SUPPLY-1

120

SECTION – E

(FORMAT FOR SUBMISSION OF THE PRICE BID OF THE TENDER)

TPT/SUPPLY-1

121

SECTION – E CONSISTS OF THE FOLLOWING SUBSECTIONS

TENDER FORM

NOTES

FORMAT FOR SUBMISSION OF PRICE BID OF THE TENDER

122

(To be submitted duly filled in by the bidder)

TENDER FORM

PART-II (Price Bid)

From

To

The General Manager (C&MM) Contracts & Materials Management, Nuclear Power Corporation of India Limited, Kudankulam Nuclear Power Project, Kudankulam PO, Radhapuram Taluk, Tirunelveli Dist – 627106 Dear Sir, 1. In response to your invitation to the tender and as per you tendering conditions, the price and quantity

schedule of items applicable for the scope of supply (and other commercial terms and conditions) contained in Part-I (Technical and commercial bid except price) are indicated in the format as Annexure to this tender form.

2. We hereby agree to keep the price and other commercial terms and conditions valid for your acceptance for

a period of 120 (one hundred and twenty) days from the date of opening of Part-II (price bid) of the tender.

Yours faithfully,

Stamp and Signature of the Tenderer

Tenderer’s Bid No. ____________________

Dated _______________

M/s.

Tel. No. :

Fax No. :

E-mail :

Tender No. __________________________

Last date for submission of Part-II of the

tender______________ upto 11.00 Hrs. IST.

_____________________

123

SECTION – E

NOTES

1. The bidders are required to quote for the entire scope of the work as contained in the Section E price schedule and tender documents enclosed here with.

2. Bill of Quantities are to be read for the purpose of pricing in conjunction with the invitation to Tendering condition, Conditions of Contract ( GCC & SCC ), Technical Specifications & Drawings, Special Instructions to the Tenderer etc. as contained in the Tender Document.

3. The bidders are required to take note of the testing requirements of the items being quoted this package as per clause no 10 of “Invitation to Tender and Tendering conditions” and quote price in section E accordingly.

4. Evaluation Criteria Bids shall be evaluated based on total of summary price and in conjunction with ITT clause No 15.0

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

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PRICE SCHEDULE TO TENDER FORM No. CMM-44A/Rev. 4

SECTION - E (For Supply Contracts)

Schedule Of Quantity & Rates- Supply Contracts- Indigenous

Tender no. KKNPP/1&2/CMM/TPT/18196 DATED:- As per NIT

Last date for receipt of bids As per NIT

Sl. No (C0)

Item Description (C1) Unit (C2)

Quantity

(C3)

HSN/SAC Code

of the item (C4)

Basic Price (inclusive of P & F charges)

excluding GST (INR) (C5)

Freight &

Insurance excluding GST (C6)

GST IN % on

(C5 & C6) C7

Value inclusive of GST - DAP Destination as per INCOTERMS 2010 C3*(C5+C6)*(1+C7/100) (INR)

Remarks (Specify make / model if any)

1 Carbon Steel Welded Neck Raised Face Flanges as per ASME B16.5;

Size: DN450 #150 Pressure Class;

MOC: ASTM A 105;

Marking: Each flange should have identification marking in line with para 4.2 of ASME B16.5 including heat number/batch number/lot number must be engraved on the body;

Party to submit NABL accredited lab certificate for chemical and mechanical properties along with supply. The NABL test certificate should have correlation

Nos. 32

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with the heat number/batch number/lot number engraved on the flange;

Bidder has to upload scan copy of filled Section-C , Checklist-1



MOC: ASTM A 105;


Party to submit NABL accredited lab certificate for chemical and mechanical properties along with supply. The NABL test certificate should have correlation with the heat number/batch number/lot number engraved on the flange;

Bidder has to upload scan copy of filled Section-C, Checklist-1

Nos. 60

3 Carbon Steel Welded Neck Raised Face Flanges

Nos. 32

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as per ASME B16.5;


MOC: ASTM A 105;






MOC: ASTM A 105;

Marking: Each flange should have identification marking in line with para 4.2 of ASME B16.5

Nos. 32

127

including heat number/batch number/lot number must be engraved on the body;





MOC: ASTM A 105;


Party to submit NABL accredited lab certificate for chemical and mechanical properties along with supply. The NABL test certificate

Nos. 90

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should have correlation with the heat number/batch number/lot number engraved on the flange;


6 Carbon Steel Undrilled Welded Neck Raised Face Flanges as per ASME B16.5;


MOC: ASTM A 105;




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MOC: ASTM A 105;




Nos. 20



MOC: ASTM A 105;

Nos. 20

130






MOC: ASTM A 105;


Party to submit NABL

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131

accredited lab certificate for chemical and mechanical properties along with supply. The NABL test certificate should have correlation with the heat number/batch number/lot number engraved on the flange;




MOC: ASTM A 105;


Party to submit NABL accredited lab certificate for chemical and mechanical properties along with supply. The NABL test certificate should have correlation with the heat number/batch number/lot number

Nos. 20

132

engraved on the flange;


11 Carbon Steel Slip on Raised face Flanges as per ASME B16.5;


MOC: ASTM A 105;



Bidder has to upload scan copy of filled, Section-C, Checklist-1

Nos. 20

1. DAP as per Incoterms 2010 stands for : The Seller delivers when the goods are placed at the Buyer's disposal on the arriving means of transport ready for unloading at the names place of destination. The Seller bears all risks involved in bringing the goods to the named place.

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2. Place of Delivery : CMM Stores, KKNPP, Kudankulam Nuclear Power Project, Kudankulam - 627 106.

3. All column shall be filled up completely where there are no charges it shall be shown as zero.

I/We have understood the terms and conditions of the contract as contained in form No. CMM-44A/Rev.4 and have thoroughly examined the specification, drawing and or/pattern quoted or referred to herein and are fully aware of the nature of the Stores required and my/our bid is to supply the Stores strictly in accordance with the requirements under the subject tender.

Stamp and Signature of Tenderer

Date________________________

STATUS OF SIGNATORY