final printing ntpc rerailing equipment 1 1 no: rites/rw&ie/ntpc/barh/m&p-02/2015 ii index...

RITES BHAWAN, NO. 1, SECTOR – 29, GURGAON – 122 001 HARYANA – INDIA

TENDER NO: RITES/RW&IE/ NTPC/BARH/M&P/02/2015

TENDER DOCUMENT FOR

DESIGN, MANUFACTURE, DELIVERY & COMMISSIONING

OF Hydraulic Re-railing Equipment-1 Set

(ON TURNKEY BASIS)

FOR NATIONAL THERMAL POWER CORPORATION LTD.

BARH SUPER THERMAL POWER PROJECT

District –Patna,BIHAR-803213

INDIA

JAN. 2015

Issued to:

M/s. _________________________________ _________________________________ _________________________________ _________________________________

RITES Limited (A GOVERNMENT OF INDIA ENTERPRISE)

Tender No: RITES/RW&IE/NTPC/BARH/M&P-02/2015

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NOTICE INVITING TENDER (OPEN) (SINGLE PACKET SYSTEM)

INVITATION OF BIDS

NIT No: RITES/RW&IE/NTPC/BARH/M&P/2014-15/01 Dated: 06/01/2015 RITES Ltd., on behalf of National Thermal Power Corporation Limited (NTPC) – BARH Super Thermal

Power Project STAGE-II, Dist. Patna, Bihar. (referred as OWNER) invites sealed bids from experienced manufacturers or their authorized agents for supply of following equipment:

TENDER NO:

ITEM QTY. (Set.)

Cost of Bid Document

(Rs)

Earnest Money Depsit

(EMD) (Rs)

Tender Opening

Date

RITES/RW&IE /NTPC/BARH/M

&P/02/2015

Hydraulic Rerailing Equipment

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INR 5000/- INR 1,06,000/- 06/02/15

1) Non-transferable Bid Documents containing description/specification of the machine/equipment required as also other terms and conditions may be purchased from office of Group General Manager, RW&IE Division, RITES LTD, RITES Bhawan, 2nd Floor Central Wing, No. 1, Sector 29, Gurgaon – 122001 (Haryana) India Tel. No: + 91-124-2818283, Fax No: + 91-124-2571627.against non-refundable payment in form of Bankers Cheque/Demand Draft in favour of RITES Ltd. drawn on any Nationalised/Schedule Bank payable at Gurgaon 2) The sale timings of bidding documents will be 11.00 hrs. to 16.00 hrs excluding lunch recess 13.00 to 13.30 hrs on all working days except the day of opening of the offer. The sale of Bid Documents will close one day prior to opening of the tender. 3) The offers complete in all respects will be received up to 14.00 hrs and will be opened at 14.30 Hrs. on the date specified against each tender above. 4) Bidders will be required to: i) Quote the entire bid price in Indian Rupees only, ii) Furnish a EMD for the amount specified above for each of the tender in form of Bankers Cheque/Demand Draft in favour of RITES Ltd. drawn on any Nationalised/Schedule Bank at Gurgaon iii) Keep their offer open for 180 days from the date of opening. iv) Furnish a Contract Performance Guarantee cum Warranty/Guarantee Bond (PG cum WBG) for 10% of the contract value in the event the contract is awarded to them. v) Submit bid in sealed cover. NOTE: please visit: (www.rites.com) or contact this office. Addendum/corrigendum, if any, would be hoisted on the websites only.


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INDEX SECTION/

CLAUSE REF. CONTENTS PAGE NO.

INDEX

I INVITATION FOR TENDERS 7-8

II INSTRUCTIONS TO TENDERER 9-17

1.0 GENERAL INSTRUCTIONS 10

2.0 COST OF BIDDING 10

3.0 SITE VISIT / LOCAL CONDITIONS 10

4.0 MICRO & SMALL ENTERPRISES 11

5.0 CONTENT OF BIDDING DOCUMENTS 11-12

6.0 CLARIFICATION OF BIDDING DOCUMENTS 11

7.0 AMENDMENT TO BIDDING DOCUMENTS 11

8.0 QUALIFYING REQUIREMENT OF TENDERERS 11

9.0 DOCUMENTS FOR SUBMISSION 12

10.0 EARNEST MONEY DEPOSIT (EMD) / BID SECURITY 12-13

11.0 CURRENCY 13

12.0 PRICE BASIS 13

13.0 VALIDITY OF OFFER 14

14.0 FORMAT AND SIGNING OF BIDS 14

15.0 BID SUBMISSION 14

16.0 MODIFICATION AND WITHDRAWAL OF BIDS 14

17.0 OPENING OF BIDS BY PURCHASER 15

18.0 PRELIMINARY EXAMINATION 15

19.0 CORRECTION OF ERRORS 15

20.0 EVALUATION OF THE OFFERS 15-16

21.0 CLARIFICATION OF BIDS 16

22.0 ACCEPTANCE OF TENDER AND SIGNING OF CONTRACT 16

23.0 EFFECT AND VALIDITY OF OFFER 16

24.0 GENERAL 17

25.0 CHECK LIST 17

III SPECIAL CONDITIONS OF CONTRACT 18-30

1.0 DEFINITIONS 19

2.0 SCOPE OF WORK 20

3.0 DELIVERY 20-21

4.0 PAYMENT TERMS 22


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5.0 INSURANCE 22

6.0 PACKING & MARKING 23

7.0 TRANSPORTATION 23

8.0 IMPORT 23

9.0 PERFORMANCE GUARANTEE CUM WARRANTY GUARANTEE BOND (PG CUM WBG BOND) 24

10.0 INSPECTION 24

11.0 WARRANTY 24,25

12.0 AFTER SALES SERVICE AND SUPPORT 25

13.0 SPARE PARTS 25

14.0 INDEMNITIES 25

15.0 LIQUIDATED DAMAGES 25

16.0 ACCEPTANCE OF STORES DESPATCHED AFTER THE EXPIRY OF DELIVERY PERIOD 26

17.0 CUSTOMS DRAWBACK 26

18.0 TERMINATION 27

19.0 PENALTY FOR DELAY IN COMMISSIONING 27

20.0 ARBITRATION/ SETTLEMENT OF DISPUTES 27,28

21.0 FORCE MAJEURE 28

22.0 REMOVAL OF REJECTED STORES 29

23.0 QUANTITY VARIATION 29

24.0 SECRECY 29

25.0 C FORM & ENTRY TAX 30

PROFORMA 32-38

1 CHECK LIST 32

2 PROFORMA FOR LETTER OF AUTHORIZATION FROM THE MANUFACTURER 33

3 COMMERCIAL DETAILS 34

4 PROFORMA FOR STATEMENT OF DEVIATIONS FROM TENDER CONDITIONS 35

5 PROFORMA FOR STATEMENT OF DEVIATIONS FROM TECHNICAL SPECIFICATIONS 35

6 PROFORMA FOR BANK GUARANTEE BOND TOWARDS CONTRACT PERFORMANCE CUM WARRANTY/GUARANTEE BOND 36

7 PROFORMA FOR RTGS/NEFT DETAIL 38

IV GENERAL CONDITION OF CONTRCAT(GCC) 39-108

V TECHNICAL SPECIFICATIONS(SECTION –V) 109-122

1.0 PURPOSE FOR WHICH REQUIRED AND CAPABILITY 110


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2.0 SCOPE OF SUPPLY 111-114

3.0 SPECIFIC CHARACTERISTICS 115

4.0 TECHNICAL LITERATURE 115

5.0 SPARES 116

8.0 DEVIATIONS 116

10.0 INSTALLATION COMMISSIONING AND PROVING OUT 117-118

12.0 REFERENCE 118

ANNEXURE V FORMAT FOR TIME SCHEDULE CHART 119

ANNEXURE VI ANNUAL MAINTENANCE CONTRACT 120-122

VI BID FORM AND PRICE SCHEDULE 123-126

BID FORM AND PRICE SCHEDULE 123

PRICE SCHEDULE 125-126


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SECTION – I

INVITATION FOR TENDERS


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SECTION – I

INVITATION FOR TENDERS

1.0 Tenders are invited in Single Packet system by RITES Ltd. , a Public Sector Enterprise under the

Ministry of Railways, acting for and behalf of National Thermal Power Corporation (Employer) as an Agent / Power of Attorney Holder, from working contractors (including contractors who have executed works within the last five years reckoned from the scheduled date of opening of tender) of Government organizations / Semi Government Organizations of Central or State Government; or of Public Sector Undertakings / Autonomous BM Nodes of Central or State Government; or of Public Ltd. Companies listed in Stock Exchange in India or Abroad, for supply, design, manufacture, supply, delivery, commissioning into service & prove out of Hydraulic Rerailing Equipment

Tender No. Brief Item description & Qty Reqd.

Completion Period

EMD/ Bid Security (INR ).

Cost of Tender Doc. (Rs)

RITES/RW&IE/NTPC/BARH/M&P-02/2015

Hydraulic Rerailing Equipment-1 Set

6 months

Rs. 1,06,000/-

Rs. 5,000/- (Rupees five thousands only) (Non transferable)

3.0 Eligible interested Tenderers may purchase the Tender documents on any working day between

1100 hrs to 1600 hrs w.e.f 06/01/15 to 05/02/15 from the office mentioned below on submission of written application along with the non-refundable cost of Tender document indicated above in the form of Demand Draft/ Bankers Cheque favouring RITES Ltd., payable at GURGAON(HARYANA).

Group Group General Manager (Mech)/ RW&IE RITES LTD,

RITES Bhawan, 2 nd Floor (Central Wing) No. 1, Sector 29,

Gurgaon – 122001 (Haryana), India. (Tel. No: + 91-124-2818220: Fax No: + 91-124-2571627)

The complete tender document can also be downloaded from RITES website [http://www.rites.com/tenders/index.php] and in such a case, the Tenderers should submit the cost of tender document along with their tender submission, failing which his tender will not be opened/ considered. The small scale industries units recognized by NSIC (National Small Industries Corporation Limited, India) and MSEs(pl.refer cl.3.0 of SECTION-II) are exempted from payment of tender document cost on submission of necessary proof. Exemption to the NSIC units is however subject to its validity, monetary limit shown in the certificate and they are being registered for the item/items tendered for.


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4.0 The tenders must be submitted in the above office on or before 1400 hours on 06/02/2015 accompanied with Earnest Money Deposit/ Bid Security as indicated in the Bid document.

5.0 Bids will be opened in presence of the Tenderers’ representatives who chose to attend at 1430

hours on 06/02/2015 at the office mentioned above. In case of unscheduled holiday on the closing/opening day of the tender, the next working day will be treated as scheduled prescribed day for closing and opening of the tender, the time notified remaining the same.

6.0 Bids submitted by the Tenderers who do not meet the qualification requirements as required or

whose bids (both commercial and price) are not valid and open for acceptance for a period mentioned in the bid document from the date of opening of tender, may be rejected.

7.0 The tender document is not transferable. Issue of tender document to Tenderer will not

automatically mean that the Tenderer is qualified for the Award of contract. The Tenderers will be required to fulfill the qualification criteria given in the tender document before being considered eligible for award of contract. No condition/ Deviation which is either additional or in modifications the tender conditions shall be included in the bid submitted by the Tenderer. If the bid contains any such conditions or deviations from the tender conditions, the bid shall be rejected.

8.0 In case of any discrepancies, the provisions of this Invitation for Tenders shall take precedence

over all the bidding documents. 9.0 Tenderers are required to put their sealed tender in the Tender Box personally or through their

authorized representative. Bids in sealed condition shall also be received by post/ courier provided that the bid is received before the stipulated date and time, in the receipt section of RITES Corporate Office, Ground Floor, RITES Bhawan, Plot No.1, Sector-29, Gurgaon – 122001, Haryana, India . RITES Ltd shall not be held responsible for the delay/ non-receipt of the bid.

10.0 RITES Limited does not bind themselves to accept the lowest or any offer or to give reasons for

their decision. RITES Limited also reserves the right to reject or accept or divide the offer between more than one tenderer without assigning any reason.

Group General Manager (Mech)/ RITES Ltd., For and on behalf of NTPC


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SECTION – II INSTRUCTIONS TO TENDERER


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SECTION – II

INSTRUCTIONS TO TENDERER

A. INTRODUCTION

1.0 GENERAL INSTRUCTIONS

1.1 RITES Limited a Govt. of India Enterprise, under Ministry of Railways, Government of India has been engaged by NTPC vide LAO No.CS:9558-360-9-loa-4699 dt.28-06-06 for the work of Railway siding system for BARH STPP(Stage-I). RITES Ltd. have to procure Machinery, Plant & Equipment for Rail Infrastructure maintenance.

1.2 In this connection RITES Ltd. (hereinafter referred as Purchaser ), invites sealed tenders/bids for and on behalf of NTPC (hereinafter referred as Owner ) from reputed and reliable manufacturers or through its Authorised agents for manufacture, supply, delivery, erection, testing and commissioning of Machinery,Plant and equipment as per the specification enclosed at Section –V of the bid document, on turnkey basis.

1.3 All information in the offer must be in English or Hindi. Offer in a language other than English or Hindi must be accompanied by its authenticated translation in English, failure to comply with this may render the offer liable to be rejected. In the event of any discrepancy between the offer in a language other than English and its English translation, the English translation will prevail.

1.4 All correspondence should be made only with the Group General Manager (Mech)/ RW&IE RITES Ltd., Gurgaon in substantial issues, whether having financial implications or not, are involved. In case these instructions are not followed, it may be likely that no action may be taken.

2.0 COST OF BIDDING

2.1 The tenderer shall bear all costs associated with the preparation and submission of his bid, and Purchaser will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.

3.0 PROVISIONS APPLICABLE FOR MSEs (MICRO & SMALL ENTERPRISES) A) In pursuance of the public procurement policy on MSE(Micro & Small Enterprises) vide notification of Govt. of India dt.23.03.12(as printed in the Gazette of India notification no.503 dated 26.3.12) following conditions are applicable for eligible MSEs.: i) Tender sets shall be provided free of cost to MSEs registered for the tendered item with the agencies mentioned below ii) MSEs registered with the agencies mentioned below for the item tendered will be exempted from payment of earnest money. iii) Participating MSEs quoting a price within price band of L1 + 15% shall be allowed to supply a portion of the requirement by bringing down their price to L1 price in a situation where L1 price is from some one other than a MSE and such MSEs can be together ordered upto 20% of the total tendered value. B) 1) MSEs who are interested in availing themselves of the above benefits will enclose with their offer the proof of their being MSE registered for tendered item with any of the agencies mentioned in the notification of Ministry of MSME indicated below: i) District Industries Centers ii) Khadi and Village Industries Commission


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iii) Khadi and Village Industries Board iv) Coir Board v) National Small Industries Corporation vi) Directorate of Handicraft and Handloom vii) Any other body specified by Ministry of MSME. 2) The MSEs must also indicate the terminal validity date of their registration. Failing (1) & (2) above, such offers will not be liable for consideration of benefits detailed in MSE notification of Govt. of India dt.23.03.12.

4.0 SITE VISIT / LOCAL CONDITIONS

4.1 The tenderer is advised to visit and examine the Si te of works and its surroundings and obtain for himself on his own responsibility and co st, all information that may be necessary for preparing the bid and entering into a contract execution.

4.2 It will be imperative on each tenderer to fully acquaint himself of all the local conditions and factors which would have any effect on the performance of the contract and cost of the stores. In his own interest, the foreign tenderer should familiarise himself with the Income Tax Act 1961, the Companies Act 1956, the Customs Act 1962 and related Laws in force in India. The Purchaser shall not entertain any request for clarifications from the tenderer regarding such local conditions. No request for the change of price, or time schedule of delivery of stores shall be entertained after the offer is accepted by the Purchaser.

5.0 B. THE BIDDING DOCUMENTS

5.1 The Scope of work, bidding procedures and contract terms are stipulated in the Bidding Documents and shall include along with its enclosed Proforma & Annexures:-

i) Invitation for Tenders

ii) Instructions to Tenderer

iii) Special Conditions of Contract and Proforma

iv) General Condition of Contract

v) Technical Specifications, Annexures & Drawings

vi) Bid form and Price Schedules

5.1 The Tenderer should examine all instructions, terms and specifications in the Bidding documents. Failure to furnish all information required by the Bidding Documents or submission of a bid not substantially responsive to the Bidding Documents in every respect will be at the Tenderer's risk and may result in rejection of his bid.

6.0 CLARIFICATION OF BIDDING DOCUMENTS

6.1 A prospective Tenderer requiring any clarification of the Bidding Documents may contact by writing or fax to the Purchaser no later than 10 days prior to dead line for submission of bids.

7.0 AMENDEMENT TO BIDDING DOCUMENTS

7.1 At any time prior to the last date for submission o f bids, the Purchaser may for any reason modify the bidding documents by an amendment . The amendment in the form of an addendum/corrigendum will be posted at RITES web site (www.rites.com/tenders/index.php) only. Tenderers a re requested to visit the website frequently for any update on the subject tender pri or to submission of their offer.

7.2 In order to afford prospective Tenderers reasonable time in which to take the amendment into account in preparing their tenders, the Purchaser may at his discretion extend the last date for the submission of tender.


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C. PREPARATION OF BIDS

8.0 QUALIFYING REQUIREMENT OF TENDERERS

8.1 Tenderer must fulfill the pre-qualification criteri a specified in the bid document – Clause 12.0 of Technical specification(SECTION-V).

9.0 DOCUMENTS FOR SUBMISSION

9.1 All offers shall be either type-written or written neatly in indelible ink.

9.2 Any individual(s) signing the tender other documents connected herewith should specify whether he is signing –

i) as sole proprietor of the concern or as attorney of the sole proprietor;

ii) as a partner or partners of the firm;

iii) as Director, Manager or Secretary in the case of limited company duly authorized by a resolution passed by the Board of Directors or in pursuance of the authority conferred by Memorandum of Association.

iv) In the case of a firm not registered under the Indian Partnership Act, all the partners of attorney duly authorized by all of them should sign the tender and all other connected documents.

The original power of attorney or other documents etc., empowering the individual or individuals to sign, should be furnished to the purchaser for verification, if required.

9.3 Following documents will be submitted along with the Bid:

i) Bid covering letter

ii) Original Tender document (either purchased or downloaded from website with amendments/ corrigendum etc.,) duly signed and stamped on each page by the Authorized representative of the bidding firm.

iii) Bid document cost as per Instruction for Tenders, in case of bid document downloaded from web site.

iv) Earnest Money Deposit/ Bid security

v) Authorization letter from manufacturer, incase of Agents being the bidding firm as per proforma 2.

vi) Particulars of Indian Agent (if any)

vii) Reference list of Purchasers of similar of higher capacity equipment in India as per format given in Technical Specification

viii) Audited Annual Report of the bidding firm of last five years.

ix) Technical information as sought in Technical specification

x) Time schedule as per technical specification

xi) All proformas and statements duly filled in.

xii) Other documents as requested in the Bid.

xiii) Bid Form and Price Schedule.

10.0 EARNEST MONEY DEPOSIT (EMD) / BID SECURITY


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10.1 Earnest Money/Bid Security for amount as stipulated in the “Instruction to Tenderer” shall accompany each tender. The Earnest Money/Bid Guarantee shall be in the following form:

A crossed Bank Draft in favour of the RITES Ltd., Gurgaon – 122001, Haryana INDIA, from a Nationalised Indian Bank or any Schedule bank .Pay Orders/ Demand Drafts should be made in favour of RITES Ltd payable at Gurgaon.

10.2 The Earnest Money/Bid Security shall remain deposited with the Purchaser for the period of 225 days from the date of opening of Tenders. If the validity of the offer is extended, the Earnest Money Deposit/Bid Security duly extended shall also be furnished, failing which the offer after the expiry of the aforesaid period shall not be considered by the Purchaser.

10.3 If the Tenderer withdraws, amends, make modification / alteration in his bid for any reason during its validity, the Earnest money/bid security shall be forfeited. Failure to submit bid security would lead to rejection of offer.

10.4 The small scale industries units recognized by NSIC (National Small Industries Corporation Limited, India) are exempted from depositing the Earnest Money subject to submission of necessary proof. Exemption of NSIC units is however subject to its validity, monetary limit shown in the certificate and they are being registered for the item/items tendered for.

10.5 MSEs registered with the agencies specified in clause 3.0 of "Instructions to Tenderers", Bid Document Part-I are exempted from payment of the Earnest Money subject to submission of necessary proof of being registered for the item/items tendered for as applicable on the date of tender opening.

10.6 No interest will be payable by the Purchaser on the Bid Security/ EMD submitted by the

Tenderer.

10.7 The EMD of unsuccessful Tenderers shall be returned by the Purchaser, incase of ;

a) Two Packet System (NA) The Earnest Money of the tenderers whose Technical Bid is found not acceptable will be returned as soon as scrutiny of Technical Bid has been completed by the Purchaser and accepted by the Competent Authority.

b) Single Packet System

After evaluation of the Financial Bids, the Earnest Money of unsuccessful tenderers will be returned immediately after finalization of contract.

10.8 The EMD of successful Tenderer will be returned after the Contract Performance Security cum Warranty/Guarantee is furnished as per the contract.

10.9 Any tender not accompanied by Earnest Money deposit in one of the approved forms is liable to be summarily rejected.

11.0 CURRENCY

11.1 The prices should be stated only in Indian Rupees only.

11.2 The prices quoted shall be firm and not subject to any variation.

12.0 PRICE BASIS

12.1 Tenderer shall quote his prices on the basis of CIP destination price at BARH STPP,Distt. Patna,Bihar-803213, INDIA price. They shall furnish break up of prices as per bid form/ price schedule. They shall also quote charges for making the foundation, subsequent installation,


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commissioning for the machine at site. The price shall include all State and Central Taxes and Excise Duties leviable on the final finished supplies tendered for. In addition, a complete break-up showing the ex-factory price, excise duty, other levies, sales tax, packing charges, forwarding charges, freight and insurance charges and other charges, if any, shall also be given.

12.2 The prices quoted shall be firm and not subject to any variation. In the case of CIP delivery, freight, insurance charges included must also be firm and no variation will be allowed on his account after the opening of tenders.

12.3 The tenderers should quote their lowest possible prices. Quotations should be made only for quantity specified in the tender.

12.4 The price to be quoted by the tenderers should take into account the credit availed on inputs under the MODVAT Scheme introduced w.e.f. 1st March, 1986 and further extended on more items from time to time.

12.5 The Excise duty, CST/ VAT and service tax shall be paid by the Purchaser as per actual on production of documentary evidence.

13.0 VALIDITY OF OFFER

13.1 The offer shall be kept valid for acceptance for a minimum period of one hundred and eighty (180), Calendar days from the date set for opening of tenders.

14.0 FORMAT AND SIGNING OF BIDS

14.1 Each page of the original /downloaded tender documents shall be duly signed and stamped by Tenderers’ authorized representative and returned.

14.2 All changes/ alterations/ corrections in the tender shall be signed in full by the Tenderers’ authorized representative signing the bid with date. NO ERASING AND/OR OVER WRITING IS PERMISSIBLE.

14.3 The Tenderer should avoid ambiguity in his offer e.g., if his offer is to his standard sizes/lengths/dimensions, he should specifically state them in details without any ambiguity. Brief descriptions such as “standard lengths” etc. should be avoided in the offer.

D. SUBMISSION OF BIDS

15.0 BID SUBMISSION

15.1 All Amendments/Revisions to the tender document issued by Purchaser subsequently (in RITES website), if any, must be signed and submitted along with the tender. The tender submitted by the Tenderer shall take into account all such amendments/revisions.

15.2 Bids shall be submitted in sealed SINGLE ENVELOPE containing documents specified in 9.3, above.

15.2.1 The envelope shall super scribed “TENDER NO., OPENING DATE AND TIME, BIDDERS NAME AND ADDRESS.

15.2.2 Completely sealed bid shall be addressed to; Group Group General Manager (Mech), RW&IE, RITES Ltd., 2 nd Floor, Central Wing, RITES Bhawan, Plot No. 1, Sec tor-29, Gurgaon, Haryana – 122 001. INDIA.

15.3 DEADLINE FOR SUBMISSION OF BIDS

15.3.1 Bids must be received by the Purchaser at the address mentioned above, within the date and time of bid submission indicated in the Section-I: Invitation for Tenders.

15.3.2 Any bid received after the deadline for submission of bids, will be rejected and returned unopened.


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15.3.3 E-mail or fascimile bids will be summarily rejected.

16.0 MODIFICATION AND WITHDRAWAL OF BIDS

16.1 The Tenderer may modify or withdraw its bid after the bid’s submission, provided that written notice of the modification or withdrawal is received prior to the deadline prescribed for submission of bids. A withdrawal notice may also be sent by fax but followed by a signed confirmation copy by post marked not later than the deadlines for submission of bids.

16.2 No bid may be modified subsequent to the deadline for submission of bids.

16.3 No bid may be withdrawn in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the Tenderer. Withdrawal of a bid during this interval shall result in forfeiture of its Earnest Money Deposit/ Bid Security.

17.0 OPENING OF BIDS BY PURCHASER

17.1 Purchaser will open the Bids, in the presence of Tenderers’ representatives who choose to attend, at the place, date and time specified in the Section-I: Invitation for Tenders. The Tenderers’ representatives who are present shall sign a register evidencing their attendance.

17.2 The Tenderers’ names, bid modifications or withdrawals, bid prices, discounts, and the presence or absence of requisite bid security and such other details as the Purchaser, at its discretion, may consider appropriate, will be announced at the opening.

17.3 All tenderers or their representatives must bring with them an authority letter on the letterhead of the tenderer or their Indian agent (as the case may be) duly signed by competent authority to attend the tender opening. Failing to which they will not be allowed to attend the opening of the tenders.

E. EVALUATION AND COMPARISON OF BIDS

18.0 PRELIMINARY EXAMINATION

18.1 The Purchaser will examine the bids to determine whether they are complete in all respects, documents have been properly signed and submitted and bids are generally in order.

18.2 The Purchaser may waive any minor informality, non-conformity, or irregularity in a bid which does not constitute a material deviation, provided such waiver does not prejudice or effect the relative ranking of any Tenderer.

18.3 Prior to the detailed evaluation, the Purchaser will determine the substantial responsiveness of each bid to the bidding documents. The Purchaser’s determination of bid’s responsiveness is to be based on the contents of the bid itself without recourse to extrinsic evidence.

18.4 If a bid is not substantially responsive it will be rejected by the Purchaser and may not subsequently be made responsive by the Tenderer by corrections of non-conformity.

19.0 CORRECTION OF ERRORS

19.1 Tenders will be checked and corrected for any arithmetical errors in computation and summation as follows:

19.1.1 Where there is a discrepancy between amounts in figures and in words, the amount in words will govern;

19.1.2 Where there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price will prevail for calculation.

19.1.3 If a Tenderer does not accept the correction of errors as outlined above, his tender will be rejected.


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20.0 EVALUATION OF THE OFFERS

20.1 The tenders received will be evaluated by the Purchaser to ascertain the lowest acceptable tender in the interest of the Purchaser, as specified in the specifications and tender documents. Evaluation criteria not mentioned herein but mentioned specifically in the technical specifications will be taken into consideration during evaluation of offers.

20.2 The offers should indicate clearly the rates of ED, CST/ ST etc. as leviable on particular item. In

case concessional duty or taxes are applicable, the tenderer should quote accordingly. However, if the tenderer states in his offer that ED, CST/ST etc. will be charged as prevailing at the time of supply, then while working out the rates for comparison, the highest rate applicable will be loaded on the offer.

20.3 Criterion for evaluation of offers/deciding inter-se-position of offers:-In case of multi items or in case of single/multi items with multi consignees, the inter-se-position of the offer received shall be decided item-wise & consignee-wise and not based on the total value as a whole.

20.4 The comparison shall be between total cost and all other charges of the equipment offered at destinations covering complete scope of services.

20.5 The COMMERCIAL EVALUATION will take into consideration the following:

i) Cost of basic equipment

ii) Cost of concomitant accessories according to tender specification

iii) Cost of erection, installation and commissioning and proving out

iv) Cost of training; and other factors like

v) Applicable taxes and duties (ED, VAT/ST), packing & forwarding, Freight Insurance, entry tax, service tax etc.

20.6 OPTIONAL ITEMS – Not for commercial evaluation – to be quoted separately

i) Item-wise cost of optional accessories as specified in Technical Specification; Section -V to be quoted separately

ii) Tenderers are required to quote for a comprehensive Annual Maintenance Contract for 3 years after expiry of the warranty of the equipment supplied against this specification, which will be inclusive of all spares, material, labour costs as per the AMC contract – attached as Annexure to the Technical specification. The duties/ taxes as applicable should be indicated separately. All consumables except fuel/diesel, lubricating oil or coolant shall form part of the scope of comprehensive AMC.

iii) Any other items of spares considered essential by the tenderers for two years of normal maintenance, to cover the complete range of mechanical, hydraulic and electrical equipment, to be quoted separately.

21.0 CLARIFICATION OF BIDS

21.1 During evaluation of the Bids, Purchaser may at his discretion ask the Tenderer for clarification of his bid. The request for clarification and response shall be in writing and no change in price or substance of the bid shall be sought, or permitted.

22.0 ACCEPTANCE OF TENDER AND SIGNING OF CONTRACT

22.1 The Purchaser may accept a tender for a part or whole of the quantity offered, reject any tender without assigning any reason and may not accept the lowest tender or any tender.

22.2 Acceptance of tender will be communicated by Fax, Express Letter for formal acceptance of tender (LOA) . In case where acceptance is indicated by Fax or Express Letter, the formal


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acceptance of tender will be forwarded to the Contractor as soon as possible, but the Fax, or Express Letter should be deemed to commencement of the contract.

22.3 Within twenty one (21) days of receipt of Acceptance advice i.e letter of acceptance (LOA), the successful tenderer shall submit the contract performance guarantee cum Warranty/Guarantee Bond in accordance contract.

22.4 On submission of Performance Guarantee cum Warranty/Guarantee Bond, the successful Tenderer shall be issued with detailed work order.

23.0 EFFECT AND VALIDITY OF OFFER

23.1 The submission of any offer connected with these specifications and documents shall constitute an agreement that the Tenderer shall have no cause of action or claim, against the Purchaser for rejection of his offer. The Purchaser shall always be at liberty to reject or accept any offer or offers at his sole discretion and any such action will not be called into question and the Tenderer shall have no claim in that regard against the Purchaser.

23.2 Offers shall be deemed to be under consideration immediately after they are opened and until such time the official intimation of award is made by the Purchaser to the Tenderer. While the offers are under consideration, Tenderers and/or their representatives or other interested parties are advised to refrain from contacting the Purchaser by any means. If necessary, the Purchaser will obtain clarifications on the offers by requesting for such information from any or all the Tenderers, either in writing or through personal contact, as may be considered necessary. Tenderers will not be permitted to change the substance of their offers after the offers have been opened.

24.0 GENERAL

24.1 The Tenderers must ensure that the conditions laid down for submission of offers detailed in the preceding paras, are completely and correctly fulfilled. Tenders, which are not complete in all respects as stipulated above, may be summarily rejected.

24.2 The Tenderer shall also submit “Statement of Deviations” from Tender Conditions and Technical Specification as per Proforma - 3 & 4 along with the offer.

25.0 CHECK LIST

25.1 A check list has been included as Proforma 1 in the bid document. This has been designed to help the Tenderers in submitting their offer in completeness. An incomplete offer is liable to be rejected. The Tenderers must fill this Check List and submit along with their offer in their own interest.


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SECTION – III SPECIAL CONDITIONS OF CONTRACT


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SECTION – III

SPECIAL CONDITIONS OF CONTRACT

1.0 DEFINITIONS

1.1 “Purchaser ” means RITES Limited, Gurgaon (A Government of India Enterprise) having its Registered Office at SCOPE Minar, Laxmi Nagar, New Delhi-110092 and Corporate Office at RITES Bhawan, No 1, Sector-29, Gurgaon – 122001, Haryana, INDIA acting through the Group General Manager (Mech)/RW&IE, RITES Bhawan, 2nd Floor (Central Wing), No 1, Sector-29, Gurgaon – 122001, and shall include their legal representatives, successors and permitted assignees for and on behalf of NTPC BARH STPP.

1.2 “Owner’ shall mean NTPC BARH STPP, Distt.Patna, Bihar, India and shall include their legal representatives, successors and permitted assignees.

1.3 ‘Contractor/Supplier’ shall mean the Tenderer/ Tenderer whose bid has been accepted by the Purchaser for the supply of stores/ Plant & Equipment (PE) and award of work is placed and shall include his legal representatives, successors and permitted assigns unless excluded by the terms of the contract.

1.4 ‘Contract’ means Contract entered into between the Purchaser & the Contractor /Supplier

through Letter of Award, together with the contract documents referred to therein, they shall include Letter of Award, Bid Invitation, Instructions to Tenderers, Conditions of Contract, Technical Specification, and the other conditions specified in the Letter of Acceptance(LOA) & and a formal contract agreement, if executed.

1.5 The salient terms and conditions besides the Standard conditions of contract for Stores and

Instruction to Tenderers are given below: - Tenderers may please note-

1. Client of the work is The National Thermal Power Corporation and RITES Ltd have been engaged by NTPC as their Project Management Consultant.

2. NTPC is the Principal as well as Employer for work. 3. In case of any dispute between NTPC and the contractor the NTPC will be first respondent and

should be liable for all monetary losses. 4. RITES Ltd. being Project Management Consultant will assist NTPC in case of arbitration if any.

RITES is inviting the tender for & on behalf of NTPC and payment will be made by NTPC

and normal time for release of payment may be withi n 30 to 45 days after submission of the bill.

Tender(s) should quote his/their rates at specified column in percentage above or below neatly

in figure as well as in words. Tenders containing erasures and alternation of the tender documents are liable to be rejected. Any correction made by the Tenderer (s) in his/their entries must be attested by him/them, failing which the Tender is liable to be rejected at the discretion of RITES/NTPC.

The quoted rates should be inclusive of Inspection Charges and all taxes and duties of Central,

State, Local bodies including Loading, transportation, unloading and stacking at site store,


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Royalties near / within the premises of proposed site as per the direction of Engineer-in-Charge. The quoted rate shall remain firm during the currency of the Contract.

1.6 The Special Conditions supplement the General Condi tions of Contract. Where the

provisions of special conditions are at variance w ith the General Conditions of contract and other tender/contract documents, these Special Conditions shall prevail and supersede to General Conditions of Contract/other t ender/ contract documents.

1.7 Where there is any conflict between Inst ructions to tenderers, Conditions of Contract,

Special Conditions of Contract, Tender forms, the s chedule of works and quantities on the one hand and General Conditions of Contract on the other, the former shall prevail.

Tender(s) should quote his/their rates at specified column in percentage above or below neatly

in figure as well as in words. Tenders containing erasures and alternation of the tender documents are liable to be rejected. Any correction made by the Tenderer (s) in his/their entries must be attested by him/them, failing which the Tender is liable to be rejected at the discretion of RITES/NTPC.

The quoted rates should be inclusive of Inspection Charges and all taxes and duties of Central,

State, Local bodies including Loading, transportation, unloading and stacking at site store, Royalties near / within the premises of proposed site as per the direction of Engineer-in-Charge. The quoted rate shall remain firm during the currency of the Contract.

1.8 The Special Conditions supplement the General Conditions of Contract. Where the provisions of

special conditions are at variance with the General Conditions of contract and other tender/contract documents, these Special Conditions shall prevail and supersede to General Conditions of Contract/other tender/ contract documents.

1.9 Where there is any conflict between Instructions to tenderers, Conditions of Contract, Special

Conditions of Contract, Tender forms, the schedule of works and quantities on the one hand and General Conditions of Contract on the other, the former shall prevail.

2.0 SCOPE OF WORK

2.1 SUPPLY

2.2 The Plant and Equipment (PE) to be supplied shall be new and as per specifications given in Section –V. PE offered must be of proven design and capacity.

2.3 INSTALLATION AND COMMISSIONING

2.3.1 The Tenderer shall also install and commission the machine at place of delivery as per Delivery Schedule including schedule for making foundations, erection and commissioning. All facilities required for the above such as, road mobile cranes, lifting tools & tackles, welding or cutting machine, first fill of all lubricants/oils and consumables etc shall also be as per the Technical Specification, Section V.

2.3.2 RITES /NTPC shall provide the clear encumbrance free site required for erection. Also required electricity, water, shall be provided by NTPC BARH STPP free of cost, to the extent feasible. Clear covered space for storage of material required for working, construction of foundation and installation of the machine will be provided by NTPC BARH STPP.

2.3.3 Detailed foundation drawings (four copies) along with other civil works (if any) and related diagrams, electrical and mechanical, electrical load and circuit diagrams required should be submitted as specified in the Technical Specification Section V.

3.0 DELIVERY


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3.1 The Contractor shall deliver at the place detailed in the contract, the quantities of the stores detailed therein and the stores shall be delivered or dispatched not later than the dates specified in the contract. The delivery will not be deemed to be complete until and unless the stores are inspected and accepted by the Inspecting Officer as provided in the contract.

3.2 Notwithstanding any inspection and approval by the Inspecting Officer on the Contractor’s premises, property in the stores shall not pass on to the Purchaser until the stores have been received, inspected and accepted by the consignee.

3.3 In the case of indigenous supplies, the Purchaser shall not be liable to render assistance to the Contractor in securing or to arrange for or provide transport to the Contractor, notwithstanding that transport of the stores, is controlled by or under the orders of the Government.

3.4 NOTIFICATION OF DELIVERY

3.4.1 Notification of delivery or despatch in regard to each and every installment shall be made to the Purchaser, immediately on despatch or delivery. The Contractor shall further supply to the Purchaser, a packing account quoting number and date of the acceptance of tender and date of despatch of the stores. All packages, shall be fully described in the packing account and full details of the contents of the packages and quantity of materials shall be given to enable the consignee to check the stores on arrival at destination. The copy of Railway Receipt/Consignment Note or Bill of Lading with other shipping documents, if any, shall be for-warded to the Purchaser and or the consignee named in the contract, as applicable, by post immediately on the despatch of stores. The Contractor shall bear and reimburse to the Purchaser demurrage charges, if any, paid by reason of delay on the part of the Contractor in forwarding the copy of the Railway Receipt, Consignment Note or Bill of Lading and other shipping documents.

3.5 EXTENSION OF TIME FOR DELIVERY

3.5.1 If the Contractor fails to deliver the stores or any installment thereof within the period fixed for such delivery in the contract or as extended or at any time repudiates the contract before the expiry of such period, the Purchaser may without prejudice to his other rights to recover from the Contractor as agreed liquidated damages as per the contract.

3.5.2 If such failure have arisen from any cause which the Purchaser may admit as reasonable ground for extension of time, the Purchaser shall allow such additional time as he considers to be justified by the circumstances of the case, and shall forgo the whole or such part, as he may consider reasonable, of his claim for such loss or damage as aforesaid. Any failure or delay on the part of Sub-Contractor, though their employment may have been sanctioned shall not be admitted as a reasonable ground for any extension of time or for exempting the Contractor from liability for any such loss or damage as aforesaid.

3.6 CONSEQUENCE OF REJECTION

3.6.1 If on the stores being rejected by the Inspecting Officer or Consignee at the destination, the Contractor fails to make satisfactory supplies within the stipulated period of delivery, the Purchaser shall be at liberty to : —

(i) require the Contractor to replace the rejected stores forthwith but in any event not later than a period of 21 days from the date of rejection and the Contractor shall bear all cost of such replacement including freight, if any, on such replacing and replaced stores but without being entitled to any extra payment on that or any other account; or

(ii) purchase or authorize the purchase of quantity of the stores rejected or others of a similar description (when stores exactly complying with particulars are not in the opinion of the Purchaser, which shall be final, readily available) without notice to the Contractor at his risk and cost and without affecting the Contractor’s liability as regards the supply of any further installments due under the contract; or

(iii) cancel the contract and purchase or authorise the purchase of the stores or others of a similar description (when stores exactly complying with particulars are not, in the opinion of


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the Purchaser, which shall be final, readily available) at the risk and cost of the Contractor. In the event of action being taken under sub-clause (ii) above or under this sub-clause, the provisions of the contract will apply as far as applicable.

(iv) where under the contract the price payable is fixed CIP destination(s), the Contractor shall, if the stores are rejected at destination by the consignee, be liable, in addition to his other liabilities, including refund of price recoverable in respect of the stores so rejected, to reimburse to the Purchaser the freight and all other expenses incurred by the Purchaser in this regard.

4.0 PAYMENT TERMS

4.1 Payment of equipment shall be made as per the payment terms given below subject to recoveries, if any, by way of Liquidated Damages, TDS and any other taxes, as per the Government of India guidelines.

4.1.1 Indigenous supplies

The standard payment terms subject to recoveries, if any, by way of Liquidated Damages as per contract will be as under:

(a) 80% of ex works price of the supplies + 100% ED, ta xes, packing & forwarding, transportation, insurance, inspection charges and o ther incidental payments indicated in price bid will be made on proof of inspection certificate, receipt of stores at destination and within 30 to 45 days of issue of joint inspection note duly signed by Contractor, Purchaser and Owner for receipt of stores in complete and in good condition.

(b) Balance 20% of ex. works price of the supplies paym ent along with 100% erection,

installation, commissioning, training payment including service tax will be made after validating/extending the Bank Guarantee(i.e up to the period of one year from the date of commissioning of the machine/equipment), submitted against Performance Guarantee cum Warranty/Guarantee Bond in Proforma –6 (fully indemnifying the Purchaser against all losses incurred by the Purchaser during the guarantee period stipulated in the Warranty Clause). Payment shall be made after successful commissioning/proving out test & h anding over the machine/equipment to NTPC BARH (STPP) duly sign ed by contractor, Purchaser and Owner.

(c) Payment shall be released by RITES KOLKATA PROJECT OFFICE on receipt of funds from

NTPC Ltd. RITES LTD will not be responsible for any delay in releasing payments of running bills beyond 45 days due to non-availability of funds with RITES LTD. The Contractor will not be entitled to any claim on RITES LTD for delay in payment due to non -availability of funds. No interest will be paid on any delay on the payment of running/final bills to the contractor.

(d) The payments shall be made by Cheque/ Electronic Clearance System (ECS) on a Bank in

India. Detail is be submitted by bidder in the tender.

5.0 INSURANCE

5.1 Insurance shall be arranged by the Tenderer and the Purchaser shall not arrange for any transit insurance and the supplier will be responsible till the entire stores contracted for arrive in good condition in destination. The tenderer to insure the goods and may arrange for it himself and pay insurance charges. Insurance charges should be indicated by the tenderers separately in their offer and same shall be paid on the submission of documentary evidence by the tenderers. The consignee will advise the tenderer within 45 (forty five) days of the arrival of goods for any damage/ deficiency and it shall be responsibility of the tenderer to lodge the necessary claim on the carrier and or insurer and pursue the same. The tenderer shall, however at his own cost


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replace/rectify the goods lost/damaged to the entire satisfaction of the consignee within 30 days (or mutually agreed between the supplier and the Purchaser) from the date of receipt of intimation from the consignee, without waiting for the settlement of the claim.

6.0 PACKING & MARKING

6.1 Packing & Forwarding:

6.1.1 The contractor shall pack at his own cost the stores sufficiently and properly for transit by road.

6.1.2 Each package shall contain a packing note specifying the description of the stores and quantity.

6.1.3 MARKING

6.1.4 The following particulars should be stenciled with indelible paint on all the materials/packages or as mentioned in the contract :

(i) LOA/Contract No. (ii) Item Description (iii) Abbreviated Owner/Purchaser marks. (iv) Box/Package No (v) Gross/Net weight in Kgs (vi) Dimensions (L x W x H) in Cms

7 TRANSPORTATION

7.1 Where the Contractor is required under the Contract to transport the equipment to a specified place of destination defined as the Consignee, transport to such place of destination in the Purchaser’s country, including insurance shall be specified in the Contract, shall be arranged by the Contractor, and the related cost shall be indicated in the Contract price format.

8 IMPORT

8.1 The foreign exchange needed for the import of the components and import license where necessary, should be arranged by the Tenderer themselves.

8.2 The successful tenderer will have to apply to the proper Government Authority for grant of requisite import licenses/foreign exchange for such items as require and the Purchaser will only render assistance, where necessary. However, Purchaser will have no responsibility whatsoever in this regard.

9 PERFORMANCE GUARANTEE CUM WARRANTY/ GUARANTEE (PG C UM WBG BOND)

9.1 After Letter of Acceptance of Tender is issued by the Purchaser, the Contractor shall furnish a Performance Guarantee cum Warranty/Guarantee Bond(P G cum WBG Bond) in the Proforma-6 attached from a Nationalised Indian Bank/Schedule Bank who has a branch in Kolkata., within 21 (twenty one) days from the issue of the Letter of Acceptance by the Contractor for an amount equivalent to Ten (10) % of the value of the contract. All the expenses to be borne by the Contractor towards the Bond.

9.2 If the Contractor, having been called upon by the Purchaser to furnish Performance Security cum Warranty/Guarantee Bond fails to furnish the EMD shall be forfeited.

9.3 On successful completion of the contract including warranty obligations, the Performance Security cum Warranty/Guarantee Bond will be returned to the Contractor without any interest.

9.4 The Purchaser shall be entitled and it shall be lawful on his part to forfeit the amount of the Performance Guarantee cum Warranty/Guarantee Bond in whole or in part in the event of any default, failure or neglect on the part of the Contractor in the fulfillment or performance and warranty obligations.


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9.5 The Performance Guarantee cum Warranty/Guarantee Bond shall remain in full force and effect during the period that would be taken for satisfactory performance and fulfillment in all respects of the contract i.e. till satisfactory commissioning of the equipment at owner/consignee’s works and warranty obligations and shall in the first instance be valid up to 24 (twenty four) months from date of issue provided that before the expiry of the date of validity of the Bond, the Contractor on being called upon by the Purchaser from time to time, shall obtain from the Guarantor Bank, extension of time for validity thereof for a period of three months on each occasion. The extension(s) aforesaid, executed on non judicial stamp paper of appropriate value must reach the purchaser at least (30) thirty days before the date of expiry of the Bond on each occasion.

9.6 Performance Guarantee cum Warranty/Guarantee Bond or any amendment thereto shall be executed on a stamped paper of requisite money value in accordance with the law.

10 INSPECTION

10.1 Inspection Agency: Inspection Wing of Quality Assurance Department of RITES Ltd (through their Offices at New Delhi/Kolkata/Mumbai/Chennai offices) and their authorised representative shall carry out inspection of the goods before dispatch of the goods.

10.2 Inspection Fees : Inspection fee @ 1.0 % of basic cost+Taxes(ED,CST) of the supply value of contract plus service tax as applicable on inspection fee should be included in the basic price of the equipment. The payment shall be made directly by the supplier to Inspection Agency

10.3 Inspection of Goods : The goods shall be inspected at the premises of supplier/manufacturer for performance and functional test for equipment. Manufacture’s test certificate shall be made available to inspector/ inspecting agency if desired.

Alternatively

10.4 For the equipment where it is not possible to carry out the performance and functional test at supplier’s premises the visual and physical inspection shall be carried out. However, Manufacture’s test certificate shall be made available to inspector/ inspecting agency.

10.5 Notice for Inspection : Before delivery or despatch of goods, notice in writing shall be sent by the Contractor to the Inspecting Agency/Inspector (under advice to Purchaser also) when the stores or material to be supplied shall/are ready for inspection and test. No stores shall be delivered or despatched until the Inspector has certified in writing that such stores have been inspected and approved by him. At least one week notice must be given to the Inspecting Agency to enable him to arrange the necessary inspection.

10.6 Inspection Certificate: Inspection Certificate issued by Inspection Agency (duly passed material) shall be submitted in original to the purchaser with the invoice for release of payment and also one copy (in original) shall be submitted to consignee with the delivery/supply of goods.

10.7 POWERS OF INSPECTING OFFICER

The Inspecting Officer shall have the power: —

(i) before any stores or part thereof are submitted for inspection to certify that they cannot be in accordance with the contract owing to the adoption of any unsatisfactory method of manufacture ;

(ii) to reject any stores submitted as not being in accordance with the particulars ; (iii) to reject the whole of the installment tendered for inspection, if after inspection of such

portion thereof as he may in his discretion think fit, he is satisfied that the same is unsatisfactory;

(iv) to mark the rejected stores with a rejection mark, so that they may be easily identified if re-submitted for inspection.


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The Inspecting Officer’s decision as regards the rejection shall be final and binding on the Contractor.

11 WARRANTY

11.1 Contractor shall provide complete warranty against any design, manufacturing defects, and such other defects for a period of 12 months from the date of commissioning/proving out & handing over or 18 months from the date of supply(whichever is earlier) of the machine at the ultimate destination. Any approval of acceptance by purchaser of the Stores or of the material incorporated here in shall not in any way limits the contractor’s liability.

11.2 All the defects during the warranty period shall be removed by the Contractor at his own cost within reasonable period of time as agreed with RITES representative.

11.3 All replacement and repairs the Purchaser shall call upon the Contractor to deliver or perform under this warranty shall be delivered and performed by the Contractor within 15 days, promptly and satisfactorily. The warranty period shall be extended by the number of days the machine remains under breakdown during the warranty period, the warranty period of such part(s) replaced and/or repairs and parts immediately connected there to shall also be extended for a period of 12 months from the date of such replacement and/or repair.

11.4 The warranty herein contained shall not apply to any material which shall have been repaired or altered by the Purchaser, or on his behalf in any way without the consent of the Contractor, so as to effect the strength, performance or reliability or to any defects to any part due to misuse, negligence or accident. The decision of the Purchaser in regard to Contractor’s liability and the amount, if any, payable under this warranty shall be conclusive and final.

12 AFTER SALES SERVICE AND SUPPORT

12.1 Tenderer should indicate clearly “after sales service and support” network available in India indicating the facilities available.

12.2 Offer for such equipment which do not have repair and maintenance base/ authorized agent for repairs within India are likely to be rejected.

13 SPARE PARTS

13.1 The Tenderer shall guarantee the availability of spare parts/ components at the same price and terms and conditions as indicated in the bid for at least two years from the date of commissioning.

13.2 The Tenderer shall further guarantee availability of all spare parts for a period of at least 10 years from the date of purchase order.

14 INDEMNITIES

14.1 The supplier shall indemnify and keep the Purchaser indemnified against all actions, proceedings claims, damages, costs and expenses arising from the incorporation in or use of work of any such articles, processes or supplies made under this agreement. Supplier shall at all times indemnify the Purchaser against all claims which may be made in respect of Stores for infringement or any right protected by patent, registration of design or trade mark and shall take all risk accidents or damages which may cause a failure or the supply of the whatever cause arising and the entire responsibility for the sufficiency of all the means used by the supplier for the fulfillment of the contracts provided always that in the event of any claim in respect of alleged break of letter patent, registered design or trade marks being made against the Purchaser the Purchaser shall notify the supplier of the same and the Supplier should at his own expenses settle and dispute or conduct any litigation that arise there from and the Purchaser will stand absolved of all responsibilities in that connections.

15 LIQUIDATED DAMAGES


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15.1 In case of the Tenderer fails to deliver the material / equipment under this contract within the agreed delivery schedules, save force majeure conditions or delays attributable to Purchaser/Owner or any extension thereof authorized by the Purchaser and/or fails to fulfill their obligations under this contract, the Tenderer shall be liable to pay liquidated damages and not by way of penalty, a sum equal to ½ (half) percent per week or part thereof delay in supply of complete equipment subject to maximum of 10 (Ten) percent of the contract value. The compensation shall be payable by the Tenderer without prejudice to the rights and remedies available to the Purchaser in respect of any fault/ default by the Tenderer. This will be applicable both in indigenous and foreign contracts.

16 ACCEPTANCE OF STORES DESPATCHED AFTER THE EXPIRY OF DELIVERY PERIOD

16.1 In cases where only a portion of the stores ordered is tendered for inspection at the fag end of the delivery period and also in cases where inspection is not completed in respect of the portion of the stores tendered for inspection during the delivery period because of the reason that adequate notice for inspection in accordance with contract was not given by the Contractor, the Purchaser reserves the right to cancel the order for the balance quantity, at the risk and expense of the Contractor without any further reference to him. If the stores tendered for inspection during or at the fag end of the delivery period are not found acceptable after carrying out the inspection, Purchaser is entitled to cancel the contract in respect of the same at the risk and expense of the Contractor. If, however, the stores tendered for inspection are found acceptable, the Purchaser may grant an extension of the delivery period subject to the following conditions :—

(a) The Purchaser has the right to recover from the Contractor the liquidated damages on the stores, which the Contractor has failed to deliver within the period fixed for delivery.

(b) The Purchaser retaining the right to recover from the Contractor any extra expenditure which might has been incurred by the Purchaser on account of additional bank charges payable for extension amendment of the Letter of Credit, the increase in Customs duty and Freight charges directly reltable to the delay in shipping of the stores etc.

(c) That no increase in price on account of any statutory increase in or fresh imposition of Customs Duty, Excise Duty, Sales Tax, Freight Charges or on any account of any other tax or duty leviable in respect of the stores specified in the contract, which takes place after the date of delivery period stipulated in the said Acceptance of Tender, shall be admissible on such of the said stores as are delivered after said date.

(d) That notwithstanding any stipulation in the contract for increase in price on any other ground, no such increase which takes place after the delivery date stipulated in the contract shall be admissible on such of the said stores as are delivered after the said date.

(e) But nevertheless the Purchaser shall be entitled to the benefit of any decrease in price on account of reduction in or remission of Customs Duty, Excise Duty, Sales Tax or on account of any other ground which takes place after the expiry of the delivery date stipulated in the contract. The Contractor shall allow the said benefit in his bills or in the absence thereof shall certify that no decrease in price on account of any of these factors has taken place.

16.2 The Contractor shall not despatch the stores till such time an extension in terms of contract is granted by the Purchaser and accepted by the Contractor. If the stores are despatched by the Contractor before an extension letter as aforesaid is issued by the Purchaser and the same are accepted by the consignee, the acceptance of the stores shall be deemed to be subject to the conditions (a) to (e) mentioned above.


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16.3 In case where the entire quantity has not been tendered for inspection within the delivery period stipulated in the contract and the Purchaser chooses to grant an extension of the delivery period the same would be subject to conditions (a) to (e) mentioned in clause above.

17 CUSTOMS DRAWBACK

17.1 If, by reason of a customs notification published after the placing of the contract, the stores to be supplied shall become, on exportation, subject to customs drawback in respect of duty paid on them or on the materials used in their manufacture, the Contractor shall recover the amount of the drawback and the contract price of the stores shall be reduced by the amount so recovered.

18 TERMINATION

18.1 TERMINATION FOR DEFAULT :

18.1.3 Purchaser may, without prejudice for breach of contract, 10 days after written notice of default set to Supplier, terminate this contract in whole or in parts;

(a) If he fails to deliver full or part consignment with in the time period specified in the contract or any extension thereof granted by Purchaser;

(b) If he fails to perform, any other obligations under the contract; or

(c) If he, in either of the above circumstances, does not rectify his failure within a period of 30 days or longer period as specified by Purchaser after receipt of the default notice from Purchaser

18.1.4 In the event purchaser terminates the contract in whole or in part, pursuant to above, purchaser may procure, upon such terms and in such manner as it deemed appropriate, equipment/ plant similar to those undelivered, and Supplier shall liable to purchaser for any excess costs for such similar equipment/plant.

18.2 TERMINATION FOR INSOLVENCY

18.2.3 Purchaser may at any time terminate the contract by giving written notice to Supplier without any compensation, if supplier becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right to action or remedy which has accrued or will be accrued thereafter to the Purchaser.

19 PENALTY FOR DELAY IN COMMISSIONING

19.1 The successful Tenderer or his agent shall make foundation, install and commission the machine/ equipment within the stipulated time as shown in the tender / contract. This time will be applicable from the date of intimation from Purchaser in respect of readiness for installation of the machine. This being turnkey supply contract, bidder shall complete foundation well before receipt of the machine for which encumbrance free site is available. The time schedule includes the time for installation in cases where installation is also to be undertaken by the Supplier.

19.2 The time allowed for installation and commissioning of the machine by the successful Tenderer or his agent shall deemed to be the essence of the contract. In case of delay in commissioning of the machine on the part of the successful Tenderer, the Purchaser shall be entitled to recover liquidated damages and the successful Tenderer shall be liable to pay liquidated damage at the rate of ½% (half percent) per week or part there of the total contract value. Provided always that the entire liquidated damages to be paid under the provision of this clause shall not exceed 10%(ten percent) of the total contract value. After expiry of 5 months period from the date of default ie. from the date of call for commissioning, Purchaser will be at liberty to invoke the Performance guarantee bond submitted by the supplier.

19.3 Continuance of commissioning work after expiry of stipulated time will also not absolve the penalty as stated above.


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19.4 The decision of the Purchaser, whether the delay in commissioning has taken place on account of reasons attributed to the successful Tenderer shall be final.

20 ARBITRATION

20.1 Except where otherwise provided for in the contract, all questions and dispute relating to the meaning of the specifications,designs,drawings and instructions here in before mentioned and as to the quality of workmanship or material used on the works or as to any other question,claim,right matter or thing whatsoever in any way arising out of or relating to the contract,designs,drawings,specifications,estimates,instructions orders or these conditions or otherwise concerning the works, or the execution or failure to execute the same whether arising during the progress of the work or after the completion unable or unwilling to act, some other person appointed by the Chairman and Managing Director of NTPC Limited will act as such arbitrator. There will be no objection if the arbitrator so appointed is an employee of NTPC Limited, and that he had to deal with the matters to which the contracts relates and that in the course of his duties as such he had expressed views on all or any of the matters in dispute or difference. The arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reasons as aforesaid at the time of such transfer, vacation of office or inability to act, Chairman & Managing Director,NTPC Limited, shall appoint another person to act as arbitrator in accordance with the terms of the contract. It is also a term of this contract that no person other than a person appointed by Chairman & Managing Director,NTPC Limited,shall appoint another person to act as arbitrator in accordance with the terms of the contract.It is also a term of this contract that no person other than a person appointed by Chairman & Managing director,NTPC Limited as aforesaid should act as arbitrator and if for any reason,that is not possible the matter is not to be referred to arbitrator at all.Subject as aforesaid the provision of Indian Arbitration and Conciliation Act,1996,the rules framed there under and any statutory modifications thereof shall apply to the arbitration proceeding under this clause.

20.1.1 It is a term of the contract that the party invoking arbitration shall specify the dispute or disputes to be referred to arbitration under this clause together with the amount or amounts claimed in respect of each such dispute.

The arbitrator(s)may from time to time with consent of the parties enlarge the time for making and publishing the award.

The work under the contract shall, if reasonably possible, continue during the arbitration proceedings and no payment due or payable to the contractor shall be with held on account of such proceedings.

The Arbitrator shall be deemed to have entered on the references on the date he issue notice to both the parties fixing the date of the first hearing. The arbitrator shall give a separate award in respect of each dispute or difference referred to him.

The venue of arbitration shall place as may be fixed by the arbitrator in his sole discretion.

The cost of arbitration shall be borne by the parties to the dispute, as may be decided by the arbitrator(s).

In the event of disputes or differences arising between one Public Sector Enterprise and the Govt. Department or between two Public Sector Enterprise the above stipulation shall not apply and the provisions of BPE office memorandum no.BPE/GL-0017/MAN/2/110-75-BPE/GMI dated 01.01.1976 or its amendments for arbitration shall be applicable.

20.1.2 Notwithstanding the existence of any dispute or difference and/or reference for the arbitration the Contractor shall proceed with and continue without hindrance with the performance of the work under the contract with due diligence and expedition in a professional manner and the payment due to the contractor shall no be withheld by the owner on account of such difference or arbitration proceeding unless such payment is subject matter of the arbitration.


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20.2 LAWS GOVERNING THE CONTRACT

20.2.1 This contract shall be governed by the Laws of India for the time being in force.

20.2.2 Irrespective of the place of delivery and the place of payment under the contract, the contract shall be deemed to have been made at the place in India from where the acceptance of tender has been issued.

20.2.3 Jurisdiction of Courts.—The Courts of the place from where the acceptance of tender has been issued shall alone have jurisdiction to decide any dispute arising out of or in respect of the contract.

21 FORCE MAJEURE

21.1 If at any time, during the continuance of this contract, the performance in whole or in part by either party of any obligation under this contract shall be prevented or delayed by reason of any war, hostility, acts of public enemy, epidemics, civil commotion, sabotage, fires, floods, explosions, quarantine restrictions, strikes, lockouts or act of God (hereinafter referred to “event”) provided notice of the happening of any such event is given by one party to the other within 21 days from the date of occurrence thereof, neither party shall by reason of such event, be entitled to terminate this contract nor shall either party have any claim for damages against the other in respect of such nonperformance or delay in performance, and deliveries under the contract shall be resumed as soon as practicable after such event has come to an end or ceased to exist, and the decision of the Purchaser as to whether the deliveries have been so resumed or not, shall be final and conclusive, PROVIDED FURTHER that if the performance in whole or part or any obligation under this contract is prevented or delayed by reason of any such event for a period exceeding 60 days, either party may at its option terminate the contract provided also that the purchaser shall be at liberty to take over from the contractor at a price to be fixed by the Purchaser, which shall be final, all unused, undamaged and acceptable materials, bought out components and stores in course of manufacture in the possession of the contractor at the time of such termination or such portion thereof as the purchaser may deem fit excepting such materials, bought out components and stores as the contractor may with the concurrence of the purchaser elect to retain.

22 REMOVAL OF REJECTED STORES

22.1 On rejection of any stores submitted for inspection at a place other than the premises of the Contractor, such stores shall be removed by the Contractor at his own cost subject as herein after stipulated, within 21 days of the date of intimation of such rejection.

22.2 All rejected stores shall in any event and circumstances remain and always be at the risk of the Contractor immediately on such rejection. If such stores are not removed by the Contractor within the period aforementioned, the Inspector/Inspecting Agency may remove the rejected stores and either return the same to the Contractor at his risk and cost by such mode of transport as the Purchaser or Inspector may decide, or dispose of such stores at the Contractor’s risk and on his account and retain such portion of the proceeds, if any, from such disposal as may be necessary to recover any expense incurred in connection with such disposals (or any price refundable as a consequence of such rejection). The Purchaser shall, in addition, be entitled to recover from the Contractor handling and storage charges on the rejected stores after the expiry of the time-limit.

23 QUANTITY VARIATION

23.1 The Purchaser reserves the right to increase or decrease the quantity up to 20%(as per NTPC GCC) of the quantity offered by the successful tenderers at the rates & other terms and conditions offered by them. The tenderers are bound to accept the increase or decrease in the quantity under this clause at the time of placement of contract or during the currency of the contract. While operating this clause the quantity shall be rounded off to the nearest whole


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number. However, if the tendered quantity is 1 No, Purchaser reserves the right to increase the quantity under this clause to 2 Nos.

24 SECRECY

24.1 The contractor shall take all reasonable steps to ensure that all persons employed in any work in connection with the contract, have full knowledge of the Official Secrets Act add any regulations frames there under.

24.2 Any information obtained in the course of execution of the contract by the Contractor, his servants, agents or any person so employed, as to any matter whatsoever, which woul or might be directly or indirectly, of use to any enemy of India, must be treated secret and shall not any time be communicated to any person.

24.3 Any breach of the aforesaid condition shall entitle the Purchaser to cancel the contract and to purchase or authorize the purchase of the stores at the risk and cost of the contractor in accordance with the contract. In the event of such cancellation, the stores or parts manufactured in the execution of the contract shall be taken by the Purchaser at such a price as he considers fair and reasonable and the decision of the Purchaser as to such price shall be final and binding on the contractor.

25.0 QUOTED RATES/PRICE – INCLUSIVE OF.

25.1 The rates quoted of the machine/equipment should be complete in all respect inclusive of concomitant/standard accessories so that it is ready for use on delivery or could be commissioned when connected to power supply (in case of electrically operated equipment). All items should be quoted on CIP (Carriage Insurance Paid) destination basis and the items quoted should also be inclusive but not be limited to the following elements:

(i) All duties/levies of Central, States & local bodies. (ii) All taxes & cess (like *sales tax, VAT, Education cess, Entry tax etc.) (i) Packing and Forwarding charges. (ii) Freight Charges up to destination. (iii) Transit Insurance charges. (iv) Loading/Unloading/Handling charges. (v) Commissioning Charges (vi) Training Charges (vii) Manufacturer recommended spares (that are ultimately decided & ordered by the purchaser)

(viii) **Inspection fee @ 1.0% of the basic cost +T axes(ED,CST etc.) of the supply value plus service tax as applicable on inspection charges sho uld be included in the basic price of the machine/equipment.

**Note: It should be clearly mentioned in the offer that inspection fees is included in the basic cost.

25.2 NTPC will provide ‘Form-C’ to the contractor/s upplier for availing Sales Tax Rebate wherever applicable. In case NTPC fails to provide form ‘C’, additional sales tax as paid by the contractor on account of non-issue of form ‘ C’ and will be paid to the contractor by NTPC BARH on actual subject to production of pro of of payment of Sales Tax by the Contractor.

25.3 NTPC, BARH(STPP)shall issue “WAY BILL” to the supplier as per BIHAR state norms and Entry Tax as applicable at the time of supply ( app rox. 8% of the total contract value) shall be paid by NTPC BARH and the same shall be de ducted from contractors/suppliers payment against their running bills/invoice.

25.4 The tenderer(s) should not increase his/their rates in case of negotiation. Negotiation shall not

amount to cancellation or withdrawal of the original offer and rates quoted originally will be binding on the tenderer(s).


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PROFORMA


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Proforma - 1

CHECK LIST

Note: The check list may be duly filled in and submitted with the offer.

S No Document Yes No

1 Have you purchased the original Tender/Bid Documents

2 If downloaded from web site, enclosed the cost of tender document as per the Bid document)

3 Have you submitted an Earnest Money Deposit (EMD)

4 Have you submitted current and valid Letter of Authority from manufacturer (in case of authorized agents)

5 Have you submitted Performance Statement as per the proforma along with the certificate

6 Have you submitted Statement of deviation from Tender Conditions (Instructions to Tenderer, Conditions of the contract) as per the proforma

7 Have you submitted Statement of deviation from Tender Technical Specification as per the proforma

8 All the pages of Tender Documents have been signed by the authorized person under seal of the firm and submitted

9 Have you quoted in complete CIP destination price as including the cost of Concomitant/Standard accessories in the price bid format of the machine/equipment

10 Have you quoted the entire bid price in Indian Rupees

11 Have you quoted for all the Optional items

12 Have quoted for AMC charges

13 Have you quoted the rates in both words and figures

14 Have you indicated detailed delivery schedule

15 Have you kept your offer valid for 180 days

Signature and Seal of the Tenderer


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Proforma – 2

(On letter head of the Manufacturer and should be signed by the Competent Authority)

PROFRORMA FOR LETTER OF AUTHORIZATION FROM THE MANU FACTURERS

Ref. No:……………………………………… Date…………….. To, Group General Manager (Mech)/RW&IE, RITES Limited, RITES Bhawan, Plot No. 1, Sector 29, Gurgaon – 122001 (Haryana), India. Dear Sir,

Sub: Tender No………………………………………. We, ……………………………………………………………………….., an established manufacturer of …………………………. having factory at…………………………………………….. and office at ………………………………………….. We authorise M/s ……………………………………….. (name and address of agents) to sell our products and can participate in above mentioned tender directly in accordance with their Terms of Business. We shall provide strong technical support to our authorize agent as well as to the final user. No firm or individual other than M/s………………………………………. are authorized to represent us in regard to the business against this specific tender. Yours faithfully Signature (Name ) For & on behalf of M/s……………..(Manufacturer)


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Proforma - 3

COMMERCIAL DETAILS (Indigenous tenderers)

Tender No........................................... Due date ate of opening..............................

(i) Name of the firm (ii) Address of firm with Telephone No(s), Fax No(s)

(iii) Is the firm a small scale unit registered with NSIC/MSEs ?

If so, a copy of the registration certificate should be enclosed.

(iv) Name and address of the Banker.

(v) Last 5 years turn over. (Documentary evidence should be enclosed)

(vi) A copy of PAN / TAN

(vii) Details of After sale & Service of the equipment offered

Signature (Name/Designation)


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Proforma – 4 (Refer Clause 24.2, Instructions to Tenderer)

PROFORMA FOR STATEMENT OF DEVIATIONS

FROM TENDER CONDITIONS

We M/s ………………………………………………………, hereby certify that there are only following deviations from the requirements of the Instructions to Tenderer, Conditions of the Contract in our offer No………………….. dated.…………. against RITES Ltd. Tender No………………………………… for ________________________

Ref.

Clause No.

Deviation Remarks (justification if any)

Proforma - 5 (Refer Clause 24.2 of Instructions to Tenderer)

PROFORMA FOR STATEMENT OF DEVIATIONS

FROM TECHNICAL SPECIFICATIONS

RITES Tender No…………………………………………. Due on ……………….. We, M/s …………………………………………………………, hereby certify that the following deviations are there from the tender requirements of the Technical Specifications.

Clause

No. Deviation Remarks

(justification if any)

(Signature and Seal) of the Tenderer

NOTE: If there is no deviation, then the statement indicating “NO DEVIATION” should be submitted with the tender.


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Proforma - 6

(Refer Clause 9.0 of Special Conditions of Contract)

PROFORMA OF BANK GUARANTEE TOWARDS PERFORMANCE GUARANTEE CUM WARRANTY/GUARANTEE BOND (PG cum WBG Bond)

Bank Guarantee No____________________ Date_________________ To, __________________________________________________(Name of Purchaser) Against contract vide Letter of Acceptance No__________________ dated_________ covering supply of _______________________ (which shall form an integral part of Letter of Award – hereinafter called the said ‘contract’) entered into between Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises) and ___________________ (hereinafter called the ‘Contractor’), this is to certify that at the request of the Contractor we, ___________________ Bank Ltd., are holding in trust in favour of the Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises) an amount of Rs ________________( write the sum here in figures as well as words) being 10% of the contract value to indemnify and keep indemnified the Group General Manager (RW&IE), RITES Limited against any loss or damage that may be caused or likely to be caused to or suffered by the Group General Manager (RW&IE), RITES Limited by reason of any breach by the contractor of any of the terms and conditions of the said contract and/or the performance including warranty obligations or discharge of the guarantee contained in the said contract thereof. We agree that the decision of the Group General Manager (RW&IE), RITES Limited, whether any breach of any of the terms and conditions of the said contract and/or in the performance including warranty obligations or discharge of the guarantee contained in the said contract thereof has been committed by the contractor and the amount of loss or damage that has been caused or suffered by Group General Manager (RW&IE), RITES Limited shall be final and binding on us and the amount of the said loss or damage shall be paid by us forth with on demand and without demur to the Group General Manager(RW&IE)/RITES Ltd (a Govt. of India Enterprises). We_____________________ Bank Ltd., further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for satisfactory performance and fulfillment in all respects of the said contract including warranty obligations by the contractor i.e. till______________(the date upto 24 (twenty four) months from the date of issue so as to be valid upto the expiry of warranty period) hereinafter called the ‘said date’ and that if any claim accrues or arises against us, ___________________Bank Ltd., by virtue of this guarantee before the said date, the same shall be enforceable against us, _________________ Bank Ltd., notwithstanding the fact that the same is enforced within six months after the said date. Payment under this letter of guarantee shall be made promptly upon our receipt of notice to that effect from the Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises). It is fully understood that this guarantee is effective from the date of the said contract and that we, _______________ Bank Ltd., undertake not to revoke this guarantee during its currency without the consent in writing of the Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises).

We, ___________________Bank Ltd., further agree that the Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises) shall have the fullest liberty, without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said contract or to extend time of performance by the contractor from time to time or to postpone for any time or from time to time any of the powers exercisable by the Group General Manager (RW&IE), RITES Limited (A Govt. of India Enterprises) against the said Contractor and to forbear or enforce any of the terms and conditions relating to the said contract and we, ____________ Bank Ltd., shall not be released from our liability under this guarantee by


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reason of any such variation or extension being granted to the said Contractor or for any forbearance and or omission on the part of the Group General Manager (RW&IE), RITES Limited or any indulgence by Group General Manager (RW&IE), RITES Limited to the said Contractor or by any other matter or thing what-so-ever, which, under the law relating to sureties, would, but for this provision have the effect of so releasing us from our liability under this guarantee. We___________________ Bank Ltd., further agree that the guarantee herein contained shall not be affected by any change in the constitution of the said Contractor. Date_________________________ Signature_____________________ Place________________________ Name________________________ Witness_______________________

(Designation)

(Bank’s Common Seal)


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Proforma – 7 Mandate Form

To RITES Ltd., ---------------- Dear Sir, Authorization for payments through Electronic Fund Transfer System (RTGS/NEFT) We hereby authorized RITES Ltd. to make all our payments, including refund of Earnest Money, through Electronic Fund Transfer System (RTGS/NEFT). The details for facilitating the payments are given below:-

(TO BE FILLED IN CAPITAL LETTERS) 1 NAME OF THE BENEFICIARY 2 ADDRESS WITH PIN CODE 3 (A)TELEPHONE NO WITH STD CODE (B) MOBILE NO.

4 BANK PARTICULARS A BANK NAME B BANK TELEPHONE WITH STD CODE C BRANCH ADDRESS WITH PIN CODE D BANK FAX NO WITH STD CODE E 11 CHARACTER IFSC CODE OF THE

BANK (EITHER ENCLOSE A CANCELLED CHEQUE OR OBTAIN BANK CERTIFICATE AS APPENDED)

F BANK ACCOUNT NUMBER AS APPEARING ON THE CHEQUE BOOK

G BANK ACCOUNT TYPE (TICK ONE) SAVINGS / CURRENT / LOAN / CASH CREDIT / OTHERS

H IF OTHERS, SPECIFY 5 PERMANENT ACCOUNT NUMBER (PAN) 6 E-MAIL ADDRESS

I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed or credit is not effected at all for reasons of incomplete or incorrect information. I/We would not hold RITES Ltd. responsible. Bank charges for such transfer will be borne by us. Date____________ SIGNATURE

AUTHORISED SIGNATORY

Name________________________

BANK CERTIFICATION

It is certified that above mentioned beneficiary hold bank account No.______________________ with our branch and the Bank particulars mentioned above are correct. SIGNATURE Date___________

AUTHORISED SIGNATORY

Name______________________

OFFICIAL STAMP


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SECTION-IV

GENERAL CONDITIONS OF CONTRACT(GCC)


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GENERAL CONDIOTIONS OF CONTRACT(GCC)

Sl.No. Description Page No. A CONTRACT AND INTERPRETATION 1-8 B SUBJECT MATTER OF CONTRACT 10-16 C PAYMENT 17-19 D INTELLECTUAL PROPERTY 20,21 E WORK EXECUTION 21-36 F GUARANTEES nad LIABLITIES 38-43 G RISK DISTRIBUTION 43-51 H CHANGE IN CONTRACT ELEMENTS 53-63


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Clause No. GENERAL CONDITIONS OF CONTRACT (GCC)

A. Contract and Interpretation

1. Definitions 1.1 The following words and expressions shall have the meanings hereby

assigned to them :

“Contract” means the Contract Agreement entered into between the Em-

ployer and the Contractor, together with the Contract Documents re-

ferred to therein; they shall constitute the Contract and the term “the

Contract” shall in all such documents be construed accordingly.

“Contract Documents” means the documents listed in Article 1.1 (Con-

tract Documents) of the Form of Contract Agreement (including any amend-

ments thereto).

“GCC” means the General Conditions of Contract hereof.

“SCC” means the Special Conditions of Contract.

“Day” means calendar day of the Gregorian Calendar.

“Month” means calendar month of the Gregorian Calendar.

“Employer” means the person named as such in the SCC and includes

the legal successors or permitted assigns of the Employer.

“Project Manager” means the person appointed by the Employer in the

manner provided in GCC Sub-Clause 17.1 (Project Manager) hereof and

named as such in the SCC to perform the duties delegated by the Em-

ployer.

“Contractor” means the person(s) whose bid to perform the Contract

has been accepted by the Employer and is named as such in the Con-

tract Agreement, and includes the legal successors or permitted assigns

of the Contractor.

“Contractor’s Representative” means any person nominated by the Con-

tractor and approved by the Employer in the manner provided in GCC Sub-

Clause 17.2 (Contractor’s Representative and Construction Manager)

hereof to perform the duties delegated by the Contractor.


41

“Subcontractor”, including vendors, means any person to whom execu-

tion of any part of the Facilities, including preparation of any design

or

supply of any Plant and Equipment, is sub-contracted directly or indi-

rectly by the Contractor, and includes its legal successors or permitted

assigns.

“Adjudicator” means the person or persons named as such in the SCC

to make a decision on or to settle any dispute or difference between the

Employer and the Contractor referred to him or her by the parties pursu-

ant to GCC Sub-Clause 6.1 (Adjudicator) hereof.

BARH SUPER THERMAL POWER PROJECT PAGE (3x660 MW) 1 OF 63


“Contract Price” means the sum specified in Article 2.1 (Contract Price) of the Contract Agreement, subject to such additions and adjustments thereto or deductions therefrom, as may be made pursuant to the Con-tract.

“Facilities” means the Plant and Equipment to be supplied and installed, as well as all the Installation Services to be carried out by the Contractor under the Contract.

“Plant and Equipment” means permanent plant, equipment, machinery, apparatus, articles and things of all kinds to be provided and incorporated in the Facilities by the Contractor under the Contract (including the spare parts to be supplied by the Contractor under GCC Sub-Clause 7.3 here-of), but does not include Contractor’s Equipment.

“Installation Services” means all those services ancillary to the supply of the Plant and Equipment for the Facilities, to be provided by the Contrac-tor under the Contract; e.g., transportation and provision of marine or other similar insurance, inspection, expediting, Site preparation works (including the provision and use of Contractor’s Equipment and the supply of all civil, structural and construction materials required), installation, Precommissioning, commissioning, carrying out guarantee tests, opera-tions, maintenance, the provision of operations and maintenance manu-als, training of Employer's personnel etc.

“Contractor’s Equipment” means all plant, facilities, equipment, machin-ery, tools, apparatus, appliances or things of every kind required in or for installation, completion and maintenance of Facilities that are to be pro-vided by the Contractor, but does not include Plant and Equipment, or other things intended to form or forming part of the Facilities.


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“Site” means the land and other places upon which the Facilities are to be installed, and such other land or places as may be specified in the Contract as forming part of the Site.

“Effective Date” means the date from which the Time for Completion shall be determined as stated in Article 3 (Effective Date for Determining Time for Completion) of the Form of Contract Agreement.

“Time for Completion” means the time within which Completion of the Fa-cilities as a whole (or of a part of the Facilities where a separate Time for Completion of such part has been prescribed) is to be attained in accor-dance with the stipulations in the SCC and the relevant provisions of the Contract.

“Completion” means that the Facilities (or a specific part thereof where specific parts are specified in the SCC) have been completed operation-ally and structurally and put in a tight and clean condition and that all work in respect of Precommissioning of the Facilities or such specific part thereof has been completed and Commissioning has been attained as per Technical Specifications.



“Precommissioning” means the testing, checking and other requirements

specified in the Technical Specifications that are to be carried out by the

Contractor in preparation for Commissioning as provided in GCC Clause

24 (Comissioning and Completion of Facilities) hereof.

“Commissioning” means operation of the Facilities or any part thereof by

the Contractor, which is to be carried out by the Contractor as provided

in GCC Sub-Clause 24 (Comissioning and Completion of Facilities) hereof,

for the purpose of carrying out Guarantee Test(s).

“Guarantee Test(s)” means the test(s) specified in the Technical Specifi-

cations to be carried out to ascertain whether the Facilities or a specified

part thereof is able to attain the Functional Guarantees specified

in the

Technical Specifications in accordance with the provisions of GCC

Sub-

Clause 25.1 (Guarantee Test) hereof.

“Operational Acceptance” means the acceptance by the Employer of the

Facilities (or any part of the Facilities where the Contract provides


43

for ac-

ceptance of the Facilities in parts), which certifies the Contractor’s fulfill-

ment of the Contract in respect of Functional Guarantees of the Facili-

ties (or the relevant part thereof) in accordance with the provisions of GCC

Clause 28 (Functional Guarantees) hereof and shall include deemed ac-

ceptance in accordance with GCC Clause 25 (Guarantee Tests and Op-

erational Acceptance) hereof.

“Defect Liability Period” means the period of validity of the

warranties

given by the Contractor commencing at Completion of the

Facilities or

a part thereof, during which the Contractor is responsible

for defects

with respect to the Facilities (or the relevant part thereof)

as provided

in GCC Clause 27 (Defect Liability) hereof.

2. Contract 2.1 Subject to Article 1.2 (Order of Precedence) of the Contract

Documents Agreement, all documents forming part of the Contract (and all parts

thereof) are intended to be correlative, complementary and mutually ex-

planatory. The Contract shall be read as a whole.

2.2 The Contract will be signed in three originals and the Contractor shall

be provided with one signed original and the rest will be retained by

the Employer.

2.3 The Contractor shall provide free of cost to the Employer all the

engineering data, drawing and descriptive materials submitted with

the bid, in at least six (6) copies to form a part of the Contract immediately after Notification of Award.

2.4 Subsequent to signing of the Contract, the Contractor at his own cost shall provide the Employer with at least twenty (20) true copies and three (3) soft copies on CD-ROM of the Contract Agree- ment within thirty (30) days after signing of the Contract.



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3. Interpretation 3.1 Language 3.1.1 Unless the Contractor is a national of the Employer’s country and the Employer and the Contractor agree to use the local language, all Contract Documents, all correspondence and communications to be given, and all other documentation to be prepared and supplied under the Contract shall be written in English, and the Contract shall be construed and interpreted in accordance with that language.

3.1.2 If any of the Contract Documents, correspondence or communications are prepared in any language other than the governing language under GCC Sub-Clause 3.1.1 above, the English translation of such documents, correspondence or communications shall prevail in matters of interpretation.

3.2 Singular and Plural The singular shall include the plural and the plural the singular, except where the context otherwise requires.

3.3 Headings The headings and marginal notes in the General Conditions of Contract are included for ease of reference, and shall neither constitute a part of the Contract nor affect its interpretation.

3.4 Persons Words importing persons or parties shall include firms, corporations and government entities.

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

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

3.6 Construction of the Contract

3.6.1 The Contracts to be entered into between the Employer and the successful bidder shall be as under :

For Foreign Bidder

-- 'First Contract' for CIF (Indian port-of-entry) supply of all Plant and Equipment including mandatory spares to be supplied from abroad.

-- 'Second Contract' for Ex-works (India) supply of all Plant and Equipment including mandatory spares of Indian origin.


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-- 'Third Contract' for providing all services i.e. port handling, port clearance and port charges for the imported goods, further loading and inland transportation for delivery at site, inland transit in-surance, unloading, storage, handling at site, installation, insur-ance covers other than inland transit insurance, testing and com-missioning including carrying out guarantee tests in respect of all the equipment supplied under the First Contract and the Sec-ond Contract and all other services specified in the Contract Documents.

If the foreign bidder has proposed an Assignee in his bid to ex-ecute the Second Contract and/or the Third Contract and has also furnished written unequivocal consent of the proposed As-signee to work as independent Contractor on the terms and con-ditions offered by the bidder and if the Employer is satisfied with capacity and experience of the Assignee, the Employer will en-ter into the 'Second Contract' and/or 'Third Contract' with the said Assignee. In case no Assignee has been proposed by the for-eign bidder in his bid or if the Assignee fails to enter into the Second Contract and/or Third Contract with the Employer or if the Employer in its judgement does not find acceptance of the proposed Assignee as its Contractor, then the foreign bidder shall be obliged to enter into and execute all the three Con-tracts with the Employer.

If the Employer accepts to enter into Second Contract and/or Third Contract with the Assignee of foreign bidder, the said As-signee, in addition to the Contract Performance Securities to be provided by the foreign Contractor for ten percent (10%) of the value of all the three Contracts, i.e. First Contract, Second Con-tract and Third Contract shall provide within twenty eight (28) days of Notification of Award, separate Contract Performance Security(ies) equivalent to ten percent (10%) of the value of the Contract(s) entered into with the Assignee for the due perfor-mance of the Contract, with an initial validity upto ninety (90) days beyond the scheduled Defect Liability Period of the last equipment covered under the Contract.

For Domestic Bidder

-- 'First Contract' for CIF (Indian port-of-entry) supply of all Plant and Equipment including mandatory spares to be supplied from abroad.

-- 'Second Contract' for Ex-works (India) supply of all the Plant and Equipment including mandatory spares of Indian origin.


46

-- 'Third Contract' for providing all services i.e. port handling, port

clearance and port charges for the imported goods, further load-ing, inland transportation for delivery at site, inland transit in-surance, unloading, storage, handling at site, installation, insur-ance covers other than inland transit insurance, testing and com-



missioning including carrying out guarantee tests in respect of all the Plant and Equipment supplied under the 'First Contract' and 'Second Contract' and all other services specified in the Con-tract Documents.

3.6.2 The award of separate Contracts shall not in any way dilute the

responsibility of the Contractor for the successful completion of the Facilities as per Contract Documents and a breach in one Con-tract shall automatically be construed as a breach of the other Contract(s) which will confer a right on the Employer to terminate the other Contract(s) also at the risk and the cost of the Contrac-tor.

3.7 Entire Agreement Subject to GCC Sub-Clause 16.4 hereof, the Contract constitutes the en-tire agreement between the Employer and Contractor with respect to the subject matter of Contract and supersedes all communications, negotia-tions and agreements (whether written or oral) of parties with respect thereto made prior to the date of Contract.

3.8 Amendment

No amendment or other variation of the Contract shall be effective unless it is in writing, is dated, expressly refers to the Contract, and is signed by a duly authorized representative of each party hereto.

3.9 Independent Contractor

The Contractor shall be an independent contractor performing the Con-tract. The Contract does not create any agency, partnership, joint ven-ture 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. Allemployees, representatives or Subcontractors engaged by the Contrac-tor in connection with the performance of the Contract shall be underthe complete control of the Contractor and shall not be deemed tobe employees of the Employer, and nothing contained in the Contractor in any subcontract awarded by the Contractor shall be construed to create any contractual relationship between any such employees, repre-sentatives or Subcontractors and the Employer.

3.10 Joint Venture or Consortium

If the Contractor is a joint venture or consortium of two or more firms, all such firms shall be jointly and severally bound to the Employer for the


47

fulfillment of the obligations under the Contract and shall designate one of such firms to act as a leader with authority to bind the joint venture or consortium. The composition or the constitution of the joint venture or consortium shall not be altered without the prior consent of the Em-ployer.

3.11 Non-Waiver

3.11.1 Subject to GCC Sub-Clause 3.11.2 below, no relaxation, forbear-ance, delay or indulgence by either party in enforcing any of

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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.

3.11.2 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.

3.12 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.

3.13 Country of Origin

“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.

4. Notices 4.1 Unless otherwise stated in the Contract, all notices to be given under the Contract shall be

in writing, and shall be sent by personal delivery, special courier, post or telefax followed by post confirmation to the address of the relevant party set out in the Contract Coordination Proce-dure to be finalised pursuant to GCC Sub-Clause 17.2.3.1, with the following provisions.

4.1.1 Any notice sent by telefax shall be confirmed within two (2) days after despatch by notice sent by post confirmation, except as otherwise specified in the Contract.

4.1.2 Any notice sent by post or special courier shall be deemed (in

the absence of evidence of earlier receipt) to have been delivered ten (10) days after despatch. In proving the fact of despatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and


48

conveyed to the postal authori-ties or courier service for transmission by airmail or special courier.

4.1.3 Any notice delivered personally or sent by telefax shall be

deemed to have been delivered on date of its despatch.

4.1.4 Either party may change its postal address, telefax number and addressee for receipt of such notices by ten (10) days’ notice to the other party in writing.

4.2 Notices shall be deemed to include any approvals, consents, instruc-

tions, orders and certificates to be given under the Contract.



5. Governing Law 5.1 The Contract shall be governed by and interpreted in accordance with laws in force in India. The Courts of Delhi shall have exclusive jurisdiction in all matters arising under the Contract.

6. Settlement of 6.1 Adjudicator Disputes 6.1.1 If any dispute of any kind whatsoever shall arise between the

Employer and the Contractor in connection with or arising out of the Contract, including without prejudice to the generality of the foregoing, any question regarding its existence, validity or termi-nation, or the 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. If the parties fail to resolve such a dispute or difference by mutual consultation, then the dispute shall be referred in writing by either party to the Adjudi-cator, with a copy to the other party.

6.1.2 The Adjudicator shall give its decision in writing to both parties

within twenty-eight (28) days of a dispute being referred to it. If the Adjudicator has done so, and no notice of intention to commence arbitration has been given by either the Employer or the Contrac-tor within fifty-six (56) days of such reference, the decision shall become final and binding upon the Employer and the Contractor. Any decision that has become final and binding shall be implemented by the parties forthwith.

6.1.3 Should the Adjudicator resign or die, or should the Employer and

the Contractor agree that the Adjudicator is not fulfilling its func-tions in accordance with the provisions of the Contract, another retired Judge of High Court / Supreme Court of India shall be jointly appointed by the Employer and the Contractor as Adjudicator under the Contract. Failing agreement between the


49

two, within twenty eight (28) days, the new retired Judge of High Court/ Supreme Court of India shall be appointed as Adjudicator under the Contract at the request of either party by the Appointing Authority specified in the SCC. The Adjudicator shall be paid fee plus reasonable expenditures incurred in the execution of its duties as Adjudicator under the Contract. These costs shall be divided equally between the Employer and the Contractor.

6.2 Arbitration

6.2.1 If either the Employer or the Contractor is dissatisfied with the Adjudicator’s decision, or if the Adjudicator fails to give a decision within twenty-eight (28) days of a dispute being referred to it, then either the Employer or the Contractor may, within fifty-six (56) days of such reference, give notice to the other party, with a copy for infor-mation to the Adjudicator, of its intention to commence arbitra-tion, 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.



6.2.2 Any dispute in respect of which a notice of intention to com-mence arbitration has been given, in accordance with GCC Sub-Clause 6.2.1, shall be finally settled by arbitration. Arbitration may be commenced prior to or after completion of the Facilities.

6.2.3 Any dispute submitted by a party to arbitration shall be heard

by an arbitration panel composed of three arbitrators, in accor-dance with the provisions set forth below.

6.2.4 The Employer and the Contractor shall each appoint one

arbitra-tor, and these two arbitrators shall jointly appoint a third arbitra-tor, who shall chair the arbitration panel. If the two arbitrators do not succeed in appointing a third arbitrator within twenty-eight (28) days after the latter of the two arbitrators has been appoint-ed, the third arbitrator shall, at the request of either party, be appointed by the Appointing Authority for arbitrator designated in the SCC.

6.2.5 If one party fails to appoint its arbitrator within forty-two (42)

days after the other party has named its arbitrator, the party which has named an arbitrator may request the Appointing Authority to appoint the second arbitrator.

6.2.6 If for any reason an arbitrator is unable to perform its function,

the mandate of the Arbitrator shall terminate in accordance with the provisions of applicable laws as mentioned in GCC Clause 5(Gov-erning Law) and a substitute shall be appointed in the same man-ner as the original arbitrator.


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6.2.7 Arbitration proceedings shall be conducted (i) in accordance with the rules of procedure designated in the SCC, (ii) in the place des-ignated in the SCC, and (iii) in the language in which this Con-tract has been executed.

6.2.8 The decision of a majority of the arbitrators (or of the third

arbitrator chairing the arbitration panel, if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction as decree of the court. The parties thereby waive any objections to or claims of immunity from such enforcement.

6.2.9 The arbitrator(s) shall give reasoned award.

6.3 Notwithstanding any reference to the Adjudicator or arbitration herein,

(a) the parties shall continue to perform their respective obliga-tions

under the Contract unless they otherwise agree

(b) the Employer shall pay the Contractor any monies due to the Contractor.



B. Subject Matter of Contract

7. Scope of 7.1 Unless otherwise expressly limited in the Technical Specifications, the Facilities Contractor’s obligations cover the provision of all Plant and Equipment including spares and the performance of all Services required for the design, the manufacture (including procurement, quality assurance, construction, installation, associated civil, structural and other construction works, Precommissioning and delivery) of the Plant and Equip- ment and the installation, commissioning, completion of the facilities and carrying out guarantee tests for the facilities 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, the provision of supervision and engineering services; the supply of labour, materials, equipment, spare parts (as specified in GCC Sub-Clause 7.3 below) and accessories; Contractor’s Equipment; construction utilities and supplies; temporary materials, structures and facilities; transportation (including, without

limitation, unloading and hauling to, from and at the Site), insurance and storage, except for those supplies, works and services that will be provided or performed by the Employer, as set forth in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agree-ment.

7.2 The Contractor shall, unless specifically excluded in the Contract, per-


51

form all such work and/or supply all such items and materials not specifically mentioned in the Contract but that can be reasonably in-ferred from the Contract as being required for attaining Completion of the Facilities as if such work and/or items and materials were expressly mentioned in the Contract.

7.3 In addition to the supply of Mandatory Spare Parts included in the

Contract, the Contractor agrees to supply spare parts required for the operation and maintenance of the Facilities. However, the identity, speci-fications and quantities of such spare parts and the terms and conditions relating to the supply thereof are to be agreed between the Employer and the Contractor, and the price of such spare parts shall be that given in Price Schedule No. 6, which shall be added to the Contract Price. The price of such spare parts shall include the purchase price therefor and other costs and expenses (including the Contractor’s fees) relating to the supply of spare parts. The prices of spares covered under Price Sched-ule No.6 shall be kept valid for a period as specified in the SCC.

7.3.1 The Contractor agrees that the spare parts recommended by him for 3

years operation and quoted in Schedule No. 6 shall be supplied by him at the same terms and conditions as are otherwise applicable to this Contract. Further, the Contractor also agrees to supply spare parts required for the operation and maintenance of the Facilities as per provision of subsequent paragraphs of this Sub-Clause.



7.3.1.1 All the spares for the equipment under the Contract will strictly conform to the Specification and other relevant documents and will be identical to the corresponding main equipment/components supplied under the Contract and shall be fully interchangeable.

7.3.1.2 All the mandatory spares covered under the Package shall be pro-duced

alongwith the main equipment as a continuous operation and the delivery of the mandatory spares will be effected alongwith the main equipment in a phased manner and the delivery would be completed by the respective dates for the various categories of equipment as per the agreed network. In case of recommended spares, the above will be applicable provided the order for the rec-ommended spares have been placed with the Contractor prior to commencement of manufacture of the main equipment.

7.3.1.3 The Contractor will provide the Employer with the manufacturing

drawings, catalogues, assembly drawings and any other document required by the Employer so as to enable the Employer to iden-tify the recommended spares. Such details will be furnished to the Employer as soon as they are prepared but in any case not later than six months


52

prior to commencement of manufacture of the corresponding main equipment.

7.3.1.4 To enable the Employer to finalise the requirement of recom-mended

spares which are ordered subsequent to placement of or-der for main equipment/plant, in addition to necessary technical de-tails, catalogue and such other information brought-out herein above, the Contractor will also provide a justification in support of reason-ableness of the quoted prices of spares which will, inter-alia, in-clude documentary evidence that the prices quoted by the Con-tractor to the Employer are not higher than those charged by him from other customers in the same period.

7.3.1.5 In addition to the spares recommended by the Contractor, if the

Employer further identifies certain items of spares, the Contractor will submit the prices and delivery quotation for such spares within thirty (30) days of receipt of such request with a validity period of six (6) months for consideration by the Employer and placement of order for additional spares, if the Employer so desires.

7.3.1.6 The quality plan and the inspection requirement finalised for the main

equipment will also be applicable to the corresponding spares.

7.3.1.7 The Contractor will provide the Employer with all the addresses and particulars of his sub-suppliers while placing the order on ven-dors for items/components/equipment covered under the Contract and will further ensure with his vendors that the Employer, if so desires, will have the right to place order for spares directly on them on mutually agreed terms based on offers of such vendors.



7.3.1.8 The Contractor shall guarantee the long term availability of spares to the Employer for the full life of the equipment covered under the Contract. The Contractor shall guarantee that before going out of production of spare parts of the equipment covered under the Contract, he shall give the Employer atleast 2 years advance no-tice so that the latter may order his bulk requirement of spares, if it so desires. The same provision will also be applicable to Sub-contractors. Further, in case of discontinuance of manufacture of any spares by the Contractor and/or his Sub-contractor, Contrac-tor will provide the Employer, two years in advance, with full man-ufacturing drawings, material specification and technical information including information on alternative equivalent makes required by the Employer for the purpose of manufacture/procurement of such items.

7.3.1.9 The prices of all future requirements of item of spares beyond 3 years


53

operatoinal requirement will be derived from the correspond-ing ex-works price at which the order for such spares have been placed by Employer as a part of mandatory spares or recommended spares, or from the rates of mandatory spares or recommended spares as quoted by/negotiated with the Conractor. Ex-works or-der price of future spares shall be computed in accordance with the price adjustment provisions covered under the main Contract excepting that the base indices will be counted from the sched-uled date of completion of facilities of the last equipment under the main contract and there will be no ceiling on the amount of variation in the prices. The above option for procuring future rec-ommended spares by the Employer shall remain valid for the pe-riod of 5 years from the scheduled date of completion of facilities of the last equipment covered under this contract.

7.3.1.10The Contractor will indicate in advance the delivery period of the items of spares, which the Employer may procure in accordance with above sub-clause. In case of emergent requirements of spares, the Contractor would make every effort to expedite the manufac-ture and delivery of such spares on the basis of mutually agreed time schedule.

7.3.1.11In case the Contractor fails to supply the mandatory, recom-mended or long term spares in the terms stipulated above, the Em-ployer shall be entitled to purchase the same from the alternate sources at the risk and the cost of the Contractor and recover from the Contractor, the excess amount paid by the Employer, if any, over the rates worked on the above basis. In the event of such risk purchase by the Employer, the purchases will be as per the Works and Procurement Policy of the Employer prevalent at the time of such purchases and the Employer at his option may in-clude a representative from the Contractor in finalising the purchas-es.



7.3.1.12It is expressly understood that the final settlement between the parties, in terms of relevant clauses of the Contract Documents shall not relieve the Contractor of any of his obligations under the provision of long term availability of spares and such provisions shall continue to be enforced till the expiry of 5 years period reck-oned from the scheduled date of completion of facilities of the last equipment covered under this Contract, unless otherwise discharged expressly in writing by the Employer. Further, the provisions per-taining to long term availability of spares shall be extended be-yond 5 years applicability period mentioned herein above if so de-sired by the Employer and at the mutually acceptable escalation formula.


54

7.3.1.13The Contractor shall warrant that all spares supplied will be new and in

accordance with the Contract Documents and will be free from defects in design, material and workmanship and shall fur-ther guarantee as under :

(i) For 3 years operational spares (both mandatory and

recommended)

a) For any item of spares ordered or to be ordered by the Employer for 3 years operational requirement of the plant which are manufactured as a continuous operation together with the main equipment, the Defect Liability Period will be twelve (12) months from the scheduled date of commercial operation of the last unit of main equipment/plant covered under the Contract. 'Commercial Operation' shall mean the conditions of operation in which the complete equipment covered under the Contract is officially declared by the Employer to be available for continuous operation at different loads upto and including rated capacity. Such declaration by the Employer, however, shall not relieve or prejudice the Contractor any of his obligations under the Contract. In case of any failure in the original component/ equipments due to faulty designs, materials and workmanship, the corresponding spare parts, if any, supplied will be replaced without any extra cost to the Employer unless a joint examination and analysis by the Employer and the Contractor of such spare parts prove that the defect found in the original part that failed, can safely be assumed not to be present in spare parts. Such replaced spare parts will have the same Defect Liability as applicable to the replacement made for the defective original part/component provided that such replacement for the original equipment and the spare replaced are again manufactured together. The discarded spare parts will become the property of the Contractor as soon as they have been replaced by the Contractor.



b) For the item of spares ordered or to be ordered by the Employer for 3 years operational requirement of the plant, which, with the written approval of the Employer, are not manufactured along with the main equipment as a contionous operation, will be warranted for 7000 hrs of trouble free operation if used within a period of eighteen (18) months reckoned from the date of actual delivery at


55

site. However, if such spare parts are put to use after eighteen (18) months of actual delivery at Site then the guarantee of such spares will stand valid till the expiry of thirty six (36) months from the scheduled date of completion of facilities for the last unit of equipment/plant covered under the contract or 7000 hrs of trouble free operation after such spares are put in service, whichever is earlier.

c) For long term requirement

For item of spares that may be ordered by the employer to cover requirements beyond 3 years of Initial Operation of the plant, the warranty will be till the expiry of 7000 hrs of trouble free operation if used within a period of 18 months from the date of actual delivery at site. For item of spares that may be used after 18 months from the date of actual delivery at site, the warranty period will be 12 months from the date they are put to use or 7000 hrs of trouble free operation, whichever is earlier. In any case the defect liability of spares will expire at the end of 48 months from the date of their receipt at site.

ii) The Defect Liability of spares covered in para (b) and (c) above, that are not used within 18 months from the respective date of actual delivery at Site will, however, be subject to condition that all such spares have been stored/maintained/preserved in accordance with Contractor's standard recommended practice, if any, furnished to the Employer.

8. Time for Commencement

and Completion 8.1 The Contractor shall commence work on the Facilities from the date of Notification of Award and without prejudice to GCC Sub-Clause 26.2 hereof. The Contractor shall thereafter proceed with the Facilities in accordance with the time schedule specified in Appendix 4 (Time Sched-ule) to the Contract Agreement.

8.2 The Contractor shall attain Completion of the Facilities (or of a part

where a separate time for Completion of such part is specified in the Contract) within the time stated in the SCC or within such extended time to which the Contractor shall be entitled under GCC Clause 40 (Extension of Time for Completion) hereof.


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9. Contractor’s 9.1 The Contractor shall design, manufacture (including associated purch Responsibilities -ases and/or subcontracting), install and complete the Facilities and carry out the Guarantee tests with due care and diligence in accordance


56

with the Contract.

9.2 The Contractor confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the Facilities (including any data as to boring tests) provided by the Employer, and on the basis of information that the Contractor could have obtained from a visual inspection of the Site (if access thereto was available) and of other data readily available to it relating to the Facilities as at the date twenty-eight (28) days prior to bid submission. The Contractor acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Facilities.

9.3 The Contractor shall acquire in its name all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located that are necessary for the performance of the Contract, including, without limitation, visas for the Contractor’s and Subcontractor’s personnel and entry permits for all imported Contractor’s Equipment. The Contractor shall also acquire all other permits, approvals and/or licenses that are not the responsibility of the Employer under GCC Sub-Clause 10.3 hereof and that are necessary for the performance of the Contract.

9.4 The Contractor shall comply with all laws in force in the country where the Facilities are installed and where the Installation Services are carried out. The laws will include all national, provincial, municipal or other laws that affect the performance of the Contract and bind upon the Contractor. The Contractor shall indemnify and hold harmless the Em- ployer 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 Subcontractors and their personnel, but without prejudice to GCC Sub-Clause 10.1 hereof.

9.5 Any Plant, Material and Services that will be incorporated in or be required for the Facilities and other supplies shall have their origin as specified under GCC Clause 3.13 (Country of Origin).

10. Employer’s 10.1 The Employer shall ensure the accuracy of all information and/or Responsibilities data to be supplied by the Employer as described in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract, except when otherwise expressly stated in the Contract.

10.2 The Employer shall be responsible for acquiring and providing legal and physical possession of the Site and access thereto, and for providing

possession of and access to all other areas reasonably required for the proper execution of the Contract, including all requisite rights of way, as


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57


specified in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agreement. The Employer shall give full possession of and accord all rights of access thereto on or before the date(s) specified in Appendix 6.

10.3 The Employer shall acquire and pay for all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located, which such authorities or undertakings require the Employer to obtain in the Employer’s name for the execution of the Contract (they include those required for the performance by both the Contractor and the Employer of their respective obligations under the Contract), including those specified in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agreement.

10.4 If requested by the Contractor, the Employer shall use its best endeavors to assist the Contractor in obtaining in a timely and expeditious manner all permits, approvals and/or licenses necessary for the execution of the Contract from all local, state or national government authorities or public service undertakings that such authorities or undertakings require the Contractor or Subcontractors or the personnel of the Contractor or Subcontractors, as the case may be, to obtain.

10.5 The Employer shall provide sufficient, properly qualified operating and maintenance personnel; shall supply and make available all raw materials, utilities, lubricants, chemicals, catalysts, other materials and facilities and shall perform work and services of whatsoever nature, all as specified in Appendix-6 (Scope of Works and Supply by the Employer) to the Contract Agreement, to enable the Contractor to properly carry out Precommissioning, Commissioning and Guarantee Tests at or before the time specified in the program furnished by the Contractor under GCC Sub-Clause 18.2 (Program of Performance) hereof and in the manner thereupon specified or as otherwise agreed upon by the Employer and the Contractor.

10.6 The Employer shall be responsible for the continued operation of the Facilities after Completion, in accordance with GCC Sub-Clause 24.9, and shall be responsible for facilitating the Guarantee Test(s) for the Facilities, in accordance with GCC Sub-Clause 25.1.

10.7 All costs and expenses involved in the performance of the obligations under this GCC Clause 10 shall be the responsibility of the Employer, save those to be incurred by the Contractor with respect to the performance of Guarantee Tests, in accordance with GCC Sub-Clause 25.1.

C. Payment

11. Contract Price 11.1 The Contract Price shall be as specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement.


58



11.2 The Contract Price shall be adjusted in accordance with provisions of Appendix-2 (Price Adjustment) to the Contract Agreement.

11.3 Subject to GCC Sub-Clauses 9.2, 10.1 and 35 (Unforeseen Conditions) hereof, the Contractor shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price, which shall, except as otherwise provided for in the Contract, cover all its obligations under the Contract.

12. Terms of 12.1 The Contract Price shall be paid as specified in Appendix Payment 1 (Terms and Procedures of Payment) to the Contract Agreement. The procedures to be followed in making application for and processing payments shall be those outlined in the same Appendix 1.

12.2 No payment made by the Employer herein shall be deemed to constitute acceptance by the Employer of the Facilities or any part(s) thereof.

12.3 The currency or currencies in which payments are made to the Contrac- tor under this Contract shall be specified in Appendix 1 (Terms and Procedures of Payment) to the Contract Agreement, subject to the general principle that payments will be made in the currency or currencies in which the Contract Price has been stated in the Contractor’s bid.

13. Securities 13.1 Issuance of Securities The Contractor shall provide the securities specified below in favor of the Employer at the times, and in the amount, manner and form specified below.

13.2 Advance Payment Security 13.2.1 The Contractor shall, within twenty-eight (28) days of the

Notifi-cation of Award of Contract, provide a security in an amount equal to the advance payment calculated in accordance with Appendix 1 (Terms and Procedures of Payment) to the Contract Agreement, and in the currency or currencies of the Contract, with a initial validity of up to ninety (90) days beyond the sched-ule date of Completion of the last facility covered under the package in accordance with GCC Clause 24. However, in case of delay in completion of the facilities under the package, the validity of this security shall be extended by the period of such delay.

13.2.2 The security shall be in the form of an unconditional bank guar-

antee as per the proforma provided in Section VII (Forms and Procedures)- Form of Advance Payment Security.The Advance payment Security shall be reduced prorata every three (3) months after First Running Account Bill/Stage Payment un-der the


59

Contract based on the value of the respective equip-ment/facilities received. The cummulative amount of reduc-tion at any point of time shall not exceed seventy five percent (75%) of the advance corresponding to cumulative value of the respective equipment/Facilities supplied and received as



per certificate issued by the Project Manager. The balance of 25% shall be released on Completion of those Facilities. It should be clearly understood that reduction in the value of security for advance shall not in any way dilute the Contractor's responsibility and liabilities under the Contract including in respect of the Facilities for which the reduction in the value of security is allowed.

13.3 Contract Performance Security

13.3.1 The Contractor shall, within twenty-eight (28) days of the Notifica-tion of Award, provide securities for due performance of the Con-tracts for ten percent (10%) of the Contract Price of all the Con-tracts, with a initial validity upto ninety(90) days beyond the end of scheduled Defect Liability Period of the last equipment covered under the package. If the Employer accepts to enter into Con-tract with the Assignee of a foreign Contractor, pursuant to GCC Sub-Clause 3.6, the said Assignee, in addition to the Con-tract Performance Securities to be provided by the foreign Contractor for ten percent (10%) of the value of all the Con-tracts i.e. First, Second or Third Contract, shall provide within twenty eight (28) days of the Notification of Award, a separate Contract Performance Security equivalent to ten percent (10%) of the value of Contract entered into with the assignee, for the due performance of Contract, with a initial validity upto Ninety (90) days beyond the end of scheduled Defect Liability Period of the last equipment covered under the Package. However, in case of delay in completion of the defect liability period, the va-lidity of all the contract performance securities shall be ex-tended by the period of such delay.

13.3.2 The Performance Securities shall be denominated in the

currency or currencies of the Contract or in a freely convertible currency acceptable to the Employer and shall be in the form of uncondi-tional bank guarantee provided in Section VII (Forms and Proce-dures)- Form of Performance Security.

13.3.3 Unless otherwise stipulated in SCC, the security shall be reduced pro

rata to the Contract Price of a part of the Facilities for which a separate time for Completion is provided, twenty one (21) months after Completion of the Facilities (or where relevant part thereof ) or fifteen (15) months after Operational Acceptance of the Facilities (or where relevant part thereof), whichever occurs first; provided,


60

however, that if the Defects Liability Period has been extended on any part of the Facilities pursuant to GCC Sub-Clause 27.8 hereof, the Contractor shall issue an additional security in an amount proportionate to the Contract Price of that part. The security shall be returned to the Contractor immediately after its expiration, provided, however, that if the Contractor, pursuant to GCC Sub-Clause 27.10, is liable for an extended warranty obliga-tion, the performance security shall be extended for the period and up to the amount agreed upon or as specified in SCC.



14. Taxes and Duties 14.1 Except as otherwise specifically provided in the Contract, the Contractor shall bear and pay all taxes, duties, levies and charges assessed on the Contractor, its Subcontractors or their employees by all municipal, state or national government authorities in connection with the Facilities in and outside of the country where the Site is located.

14.2 Notwithstanding GCC Sub-Clauses 14.1 above, the Employer shall bear and promptly pay/reimburse all customs and import duties,if imposed in future, on the Plant and Equipment including mandatory spares supplied from abroad and specified in Price Schedule No. 1 (and on spare parts to be supplied from abroad and specified in Schedule No.6, when awarded) and that are to be incorporated into the Facilities by the law of the country where the Site is located. However, if the plant and equipment are shipped in Shipper's containers, then the custom duty levied on the cost of empty containers shall be borne and paid/reimbursed by the Contractor. The Employer shall also bear and pay/reimburse to the Contractor/Assignee of Foreign Contractor (if applicable) Sales Tax (but not the surcharge in lieu of Sales Tax), Local Tax including Entry Tax/Octroi (if applicable) in respect of direct transactions between the Employer and the Contractor, if imposed on the Plant and Equipment including Mandatory Spares manufactured within the Employer's country and specified in Price Schedule No. 2 (and also on locally supplied spares quoted in Schedule No.6, when awarded) to be incorporated in the Facilities, by the law of country where the Site is located. For this purpose, the Ex-works price if quoted in foreign currency and so incorporated in the Contract, shall be con- verted to Indian Rupees as per the TT buying exchange rates established by State Bank of India prevailing on the actual date of Ex- works (India) despatch.

Employer 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 NTPC to be despatched directly from the sub-vendor's work to NTPC site in a State different from the State wherein sub-vendor's works are located, the Contractor shall effect sale in transit. For effecting the sale in transit, the Contractor shall


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ensure that his sub-vendor raises invoices in the Contractor's name (and not in the name of NTPC) and obtains GR/LR/RR in the name of Contractor (and not in the name of NTPC). The Contractor shall further ensure that he endorses the GR/LR/RR in the name of NTPC during transit of the equipment before the delivery of equipments is taken by NTPC.

All taxes, duties and levies on works contract, if any, shall be to the contractor's account and no separate claim in this regard will be entertained by the Employer.

14.3 If any tax exemptions, reductions, allowances or privileges is available to the Contractor in the country where the Site is located, the Employer BARH SUPER THERMAL POWER PROJECT PAGE (3x660 MW) 19 OF 63


shall use its best endeavors to enable the Contractor to benefit from any such tax savings to the maximum allowable extent.

14.4 For the purpose of the Contract, it is agreed that the Contract Price specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement is based on the taxes, duties, levies and charges prevailing at the date seven (7) days prior to the last date of bid submission in the country where the Site is located (hereinafter called “Tax” in this GCC Sub-Clause 14.4). If any rates of Tax are increased or decreased, a new Tax is introduced, an existing Tax is abolished, or any change in interpretation or application of any Tax occurs in the course of the performance of Contract, which was or will be assessed on the Contractor in connection with performance of the Contract, an equitable adjustment of the Contract Price shall be made to fully take into account any such change by addition to the Contract Price or deduction therefrom, as the case may be, in accordance with GCC Clause 36 (Change in Laws and Regulations) hereof. However, these adjustments would be restricted to direct transactions between the Employer and the Contractor/assignee of Foreign Contractor (if applicable). These adjustments shall not be applicable on procurement of raw materials, intermediary components etc. by the Contractor/assignee and also not applicable on the bought out items despatched directly from sub- vendor's works to site. Further, no adjustment of the Contract Price and/or payment/reimbursement of taxes, duties or levies shall be made on account of variation in or withdrawal of deemed export benefits.

D. Intellectual Property

15. Copyright 15.1 The copyright in all drawings, documents and other materials containing data and information furnished to the Employer by the Contractor herein shall remain vested in the Contractor or, if they are furnished to the


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Employer directly or through the Contractor by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party.The Employer shall however be free to reproduce all drawings, documents and other material furnished to the Employ- er for the purpose of the contract including, if required, for operation and maintenance of the facilities.

16. Confidential 16.1 The Employer and the Contractor shall keep confidential and shall not, Information not, without the written consent of the other party hereto, divulge to any third party any documents, data or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following termination of the Contract. Notwithstanding the above, the Contractor may furnish to its Subcontractor(s) such documents, data and other information it receives from the Employer to the extent required for the Subcontractor(s) to perform its work under the Contract, in which event the Contractor shall obtain from such Subcontractor(s) an undertaking of confidentiality similar to that imposed on the Contractor under this GCC Clause 16.



16.2 The Employer shall not use such documents, data and other information received from the Contractor for any purpose other than execution of the Contract and operation and maintenance of the Facilities. Similarly, the Contractor shall not use such documents, data and other information received from the Employer for any purpose other than the design, procurement of Plant and Equipment, construction or such other work and services as are required for the performance of the Contract.

16.3 The obligation of a party under GCC Sub-Clauses 16.1 and 16.2

above, however, shall not apply to that information which

(a) now or hereafter enters the public domain through no fault of that party

(b) can be proven to have been possessed by that party at the time

of disclosure and which was not previously obtained, directly or indi-rectly, from the other party hereto

(c) otherwise lawfully becomes available to that party from a third

party that has no obligation of confidentiality.

16.4 The above provisions of this GCC Clause 16 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract in respect of the Facilities or any part thereof.

16.5 The provisions of this GCC Clause 16 shall survive termination, for

what-ever reason, of the Contract.


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E. Work Execution

17. Representatives 17.1 Project Manager If the Project Manager is not named in the Contract, then within fourteen (14) days of the Effective Date, the Employer shall appoint and notify the Contractor in writing of the name of the Project Manager. The Employer may from time to time appoint some other person as the Project Manag-er in place of the person previously so appointed, and shall give a notice of the name of such other person to the Contractor without delay. The Employer shall take reasonable care to see that no such appointment is made at such a time or in such a manner as to impede the progress of work on the Facilities. The Project Manager shall represent and act for the Employer at all times during the currency of the Contract. All notices, instructions, orders, certificates, approvals and all other commu-nications under the Contract shall be given by the Project Manager, except as herein otherwise provided.

All notices, instructions, information and other communications given by the Contractor to the Employer under the Contract shall be given to the Project Manager, except as herein otherwise provided.



17.2 Contractor’s Representative & Construction Manager 17.2.1 If the Contractor’s Representative is not named in the Contract,

then within fourteen (14) days of the Effective Date, the Contractor shall appoint the Contractor’s Representative and shall request the Employer in writing to approve the person so appointed. If the Employer makes no objection to the appointment within fourteen (14) days, the Contractor’s Representative shall be deemed to have been approved. If the Employer objects to the appointment within fourteen (14) days giving the reason therefor, then the Contractor shall appoint a replacement within fourteen (14) days of such objection, and the foregoing provisions of this GCC Sub-Clause 17.2.1 shall apply thereto.

17.2.2 The Contractor’s Representative shall represent and act for the

Contractor at all times during the currency of the Contract and shall give to the Project Manager all the Contractor’s notices, instructions, information and all other communications under the Contract.

All notices, instructions, information and all other communica-tions given by the Employer or the Project Manager to the Contractor under the Contract shall be given to the Contractor’s Representative or, in its absence, its deputy, except as herein otherwise provided.


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The Contractor shall not revoke the appointment of the Contrac-tor’s Representative without the Employer’s prior written con-sent, which shall not be unreasonably withheld. If the Employer consents thereto, the Contractor shall appoint some other per-son as the Contractor’s Representative, pursuant to the proce-dure set out in GCC Sub-Clause 17.2.1.

17.2.3 The Contractor’s Representative may, subject to the approval

of the Employer (which shall not be unreasonably withheld), at any time delegate to any person any of the powers, functions and authorities vested in him or her. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Contractor’s Representa-tive, and shall specify the powers, functions and authorities thereby delegated or revoked. No such delegation or revocation shall take effect unless and until a copy thereof has been delivered to the Employer and the Project Manager.

Any act or exercise by any person of powers, functions and authorities so delegated to him or her in accordance with this GCC Sub-Clause 17.2.3 shall be deemed to be an act or exercise by the Contractor’s Representative.

17.2.3.1 Notwithstanding anything stated in GCC Sub-clause 17.1 and

17.2.1 above, for the purpose of execution of contract, the


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Employer and the Contractor shall finalise and agree to a Contract Co-ordination Procedure and all the communication under the Contract shall be in accordance with such Contract Co-ordination Procedure.

17.2.4 From the commencement of installation of the Facilities at the Site

until Operational Acceptance, the Contractor’s Representa-tive shall appoint a suitable person as the construction manager (hereinafter referred to as “the Construction Manager”). The Construction Manager shall supervise all work done at the Site by the Contractor and shall be present at the Site throughout normal working hours except when on leave, sick or absent for reasons connected with the proper performance of the Contract. When-ever the Construction Manager is absent from the Site, a suitable person shall be appointed to act as his or her deputy.

17.2.5 The Employer may by notice to the Contractor object to any

representative or person employed by the Contractor in the ex-ecution of the Contract who, in the reasonable opinion of the Employer, may behave inappropriately, may be incompetent or


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negligent, or may commit a serious breach of the Site regulations provided under GCC Sub-Clause 22.3. The Employer shall provide evidence of the same, whereupon the Contractor shall remove such person from the Facilities/Site.

17.2.6 If any representative or person employed by the Contractor is

removed in accordance with GCC Sub-Clause 17.2.5, the Con-tractor shall, where required, promptly appoint a replacement.

18. Work Program 18.1 Contractor’s Organization

The Contractor shall supply to the Employer and the Project Manager a chart showing the proposed organization to be established by the Contractor for carrying out work on the Facilities. 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 Employer and the Project Manager in writing of any revision or alteration of such an organization chart.

18.2 Program of Performance

Within twenty-eight (28) days after the date of Notification of Award of Contract, the Contractor shall prepare and submit to the Project Manag-er a detailed program of performance of the Contract, made in the form of PERT network and showing the sequence in which it proposes to design, manufacture, transport, assemble, install & commission the Fa-cilities and deliver the mandatory spares at site as well as the date(s) by which the Contractor reasonably requires that the Employer 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 and Acceptance of the Facilities in accordance with the


(3x660 MW) 23 OF 63


Contract. The program so submitted by the Contractor shall accord with the Time Schedule included in Appendix 4 (Time Schedule) to the Con-tract Agreement and any other dates and periods specified in the Con-tract. The Contractor shall update and revise the program as and when appropriate or when required by the Project Manager, but without modifi-cation in the Times for Completion given in the SCC and any extension granted in accordance with GCC Clause 40, and shall submit all such revisions to the Project Manager.

18.3 Progress Report The Contractor shall monitor progress of all the activities specified in the program referred to in GCC Sub-Clause 18.2 (Program of Perfor- mance) above, and supply a progress report to the Project Manager every month.

The progress report shall be in a form acceptable to the Project Manager


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and shall also 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 conse- quences and stating the corrective action being taken.

18.4 Progress of Performance If at any time the Contractor’s actual progress falls behind the program referred to in GCC Sub-Clause 18.2 (Program of Performance), or it becomes apparent that it will so fall behind, the Contractor shall, at the request of the Employer 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 attain Completion of the Facilities within the Time for Completion under GCC Sub-Clause 8.2 (Time for Commencement and Completion), any extension thereof entitled under GCC Sub-Clause 40.1 (Extension of Time for Completion), or any extended period as may otherwise be agreed upon between the Employer and the Contractor.

18.5 Work Procedures The Contract shall be executed in accordance with the Contract Docu- ments and the procedures given in the section on Forms and Procedures of the Contract Documents.

If agreed between the Employer and the Contracor, 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.

19. Subcontracting 19.1 Appendix 5 (List of Approved Subcontractors) to the Contract Agreement specifies major items of supply or services and a list of approved Sub- contractors against each item, including vendors. Insofar as no Subcon- tractors are listed against any such item, the Contractor shall prepare a list of Subcontractors for such item for inclusion in such list. The Contractor may from time to time propose any addition to or deletion



from any such list. The Contractor shall submit any such list or any modification thereto to the Employer for its approval in sufficient time so as not to impede the progress of work on the Facilities. Such approval by the Employer for any of the Subcontractors shall not relieve the Contractor from any of its obligations, duties or responsibilities under the Contract.

19.2 The Contractor shall select and employ its Subcontractors for such

major items from those listed in the lists referred to in GCC Sub-Clause 19.1.

19.3 For items or parts of the Facilities not specified in Appendix 5 (List of


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Approved Subcontractors) to the Contract Agreement, the Contractor may employ such Subcontractors as it may select, at its discretion.

20. Design and

Engineering 20.1 Specifications and Drawings 20.1.1 The Contractor shall execute the basic and detailed design

and the engineering work in compliance with the provisions of the Contract, or where not so specified, in accordance with good engineering practice.

The Contractor shall be responsible for any discrepancies, errors or omissions in the specifications, drawings and other technical documents that it has prepared, whether such specifications, drawings and other documents have been approved by the Project Manager 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 Employer.

20.1.2 The Contractor shall be entitled to disclaim responsibility for

any design, data, drawing, specification or other document, or any modification thereof provided or designated by or on behalf of the Employer, by giving a notice of such disclaimer to the Project Manager.

20.2 Codes and Standards

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 twenty-eight (28) days prior to date of bid submission shall apply unless otherwise specified. During Contract execution, any changes in such codes and standards shall be applied after approval by the Employer and shall be treated in accordance with GCC Clause 39 (Changes Originat-ing from Contractor).

20.3 Approval/Review of Technical Documents by Project M anager

20.3.1 The Contractor shall prepare (or cause its Subcontractors to prepare) and furnish to the Project Manager the documents listed in Appendix 7 (List of Documents for Approval or Review) to the Contract Agreement for its approval or review as specified and as



in accordance with the requirements of GCC Sub-Clause 18.2 (Program of Performance).

Any part of the Facilities 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 20.3.2 through 20.3.7 shall apply to those


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documents requiring the Project Manager’s approval, but not to those furnished to the Project Manager for its review only.

20.3.2 Within twenty one (21) days after receipt by the Project Manager

of any document requiring the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.1, 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 therefor and the modifications that the Project Manager proposes.

20.3.3 The Project Manager shall not disapprove any document,

except on the grounds that the document does not comply with some specified provision of the Contract or that it is contrary to good engineering practice.

20.3.4 If the Project Manager disapproves the document, the

Contractor shall modify the document and resubmit it for the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.2. If the Project Manager approves the document subject to modification(s), the Contractor shall make the required modification(s), and upon resubmission with the required modifications the document shall be deemed to have been approved.

The procedure for submission of the documents by the Contractor and their approval by the Project Manager shall be discussed and finalised with the Contractor.

20.3.5 If any dispute or difference occurs between the Employer and the

Contractor in connection with or arising out of the disapproval by the Project Manager of any document and/or any modification(s) thereto that cannot be settled between the parties within a reasonable period, then such dispute or difference may be referred to an Adjudicator for determination in accordance with GCC Sub-Clause 6.1 (Adjudicator) hereof. If such dispute or difference is referred to an Adjudicator, the Project Manager shall give instructions as to whether and if so, how, performance of the Contract is to proceed. The Contractor shall proceed with the Contract in accordance with the Project Manager’s instructions, provided that if the Adjudicator upholds the Contractor’s view on the dispute and if the Employer has not given notice under GCC Sub-Clause 6.1.2 hereof, then the Contractor shall be reimbursed



by the Employer for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or


69

liability in connection with the dispute and the execution of the instructions as the Adjudicator shall decide, and the Time for Completion shall be extended accordingly.

20.3.6 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 results from modifications required by the Project Manager.

20.3.7 The Contractor shall not depart from any approved document

unless the Contractor has first submitted to the Project Manager an amended document and obtained the Project Manager’s approval thereof, pursuant to the provisions of this GCC Sub-Clause 20.3.

If the Project Manager requests any change in any already approved document and/or in any document based thereon, the provisions of GCC Clause 39 (Change in the Facilities) shall apply to such request.

21. Procurement 21.1 Plant and Equipment

Subject to GCC Sub-Clause 14.2, the Contractor shall manufacture or procure and transport all the Plant and Equipment in an expeditious and orderly manner to the Site.

21.2 Employer-Supplied Plant, Equipment, and Materials

If Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agreement provides that the Employer shall furnish any specific items of machinery, equipment or materials to the Contractor, the following provisions shall apply:

21.2.1 The Employer shall, at its own risk and expense, transport

each item to the place on or near the Site as agreed upon by the parties and make such item available to the Contractor at the time specified in the program furnished by the Contractor, pursuant to GCC Sub-Clause 18.2 (Program of Performance), unless otherwise mutually agreed.

21.2.2 Upon receipt of such item, the Contractor shall inspect the same

visually and notify the Project Manager of any detected shortage, defect or default. The Employer shall immediately remedy any shortage, defect or default, or the Contractor shall, if practicable and possible, at the request of the Employer, remedy such shortage, defect or default at the Employer’s cost and expense. After inspection, such item shall fall under the care, custody and control of the Contractor. The provision of this GCC Sub-Clause 21.2.2 shall apply to any item supplied to remedy any such



70


shortage or default or to substitute for any defective item, or shall apply to defective items that have been repaired.

21.2.3 The foregoing responsibilities of the Contractor and its

obligations of care, custody and control shall not relieve the Employer of liability for any undetected shortage, defect or default, nor place the Contractor under any liability for any such shortage, defect or default whether under GCC Clause 27 (Defect Liability) or under any other provision of Contract.

21.3 Transportation

21.3.1 The Contractor shall at its own risk and expense transport all the Plant and Equipment and the Contractor’s Equipment to the Site by the mode of transport that the Contractor judges most suitable under all the circumstances.

21.3.2 Unless otherwise provided in the Contract, the Contractor shall

be entitled to select any safe mode of transport operated by any person to carry the Plant and Equipment and the Contractor’s Equipment.

21.3.3 Upon despatch of each shipment of the Plant and Equipment

and the Contractor’s Equipment, the Contractor shall notify the Employer by courier, post or by telefax followed by post confirmation of the description of the Plant and Equipment and of the Contractor’s Equipment, the point and means of dispatch, and the estimated time and point of arrival in the country where the Site is located, if applicable, and at the Site. The Contractor shall furnish the Employer with relevant shipping documents to be agreed upon between the parties.

21.3.4 The Contractor shall be responsible for obtaining, if necessary,

approvals from the authorities for transportation of the Plant and Equipment and the Contractor’s Equipment to the Site. The Employer shall use its best endeavors in a timely and expeditious manner to assist the Contractor in obtaining such approvals, if requested by the Contractor. The Contractor shall indemnify and hold harmless the Employer from and against any claim for damage to roads, bridges or any other traffic facilities that may be caused by the transport of the Plant and Equipment and the Contractor’s Equipment to the Site.

21.4 Customs Clearance

The Contractor shall, at its own expense, handle all imported Plant and Equipment including spares and Contractor’s Equipment at the point(s) of import and shall handle any formalities for customs clearance, including liability for port charges etc., if any, subject to the Employer’s obligations under GCC Sub-Clause 14.2, provided that if applicable laws or regulations require any application or act to be made by or in the name of the Employer, the Employer shall take all necessary steps to comply with such laws or regulations. In the event of delays in customs clearance


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due to fault of the Employer, the Contractor shall be entitled to an extension in the Time for Completion, pursuant to GCC Clause 40.

22. Installation 22.1 Setting Out/Supervision/Labor

22.1.1 Bench Mark: The Contractor shall be responsible for the true and proper setting-out of the Facilities in relation to bench marks, reference marks and lines provided to it in writing by or on behalf of the Employer.

If, at any time during the progress of installation of the Facilities, any error shall appear in the position, level or alignment of the Facilities, the Contractor shall forthwith notify the Project Manager of such error and, at its own expense, immediately rectify such error to the reasonable satisfaction of the Project Manager. If such error is based on incorrect data provided in writing by or on behalf of the Employer, the expense of rectifying the same shall be borne by the Employer.

22.1.2 Contractor’s Supervision: The Contractor shall give or provide

all necessary superintendence during the installation of the Facilities, and the Construction Manager or its deputy shall be constantly on the Site to provide full-time superintendence of the installation. The Contractor shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.

22.1.3 Labour:

(a) The Contractor shall provide and employ on the Site in the

installation of the Facilities such skilled, semi-skilled and unskilled labor as is necessary for the proper and timely execution of the Contract. The Contractor is encouraged to use local labor that has the necessary skills.

(b) Unless otherwise provided in the Contract, the

Contractor shall be responsible for the recruitment, transportation, accommodation and catering of all labor, local or expatriate, required for the execution of the Contract and for all payments in connection therewith.

(c) The Contractor shall be responsible for obtaining all

necessary permit(s) and/or visa(s) from the appropriate authorities for the entry of all labor and personnel to be employed on the Site into the country where the Site is located.


72

(d) The Contractor shall at its own expense provide the means

of repatriation to all of its and its Subcontractor’s personnel employed on the Contract at the Site to their various home countries. It shall also provide suitable temporary



maintenance of all such persons from the cessation of their employment on the Contract to the date programmed for their departure. In the event that the Contractor defaults in providing such means of transportation and temporary maintenance, the Employer may provide the same to such personnel and recover the cost of doing so from the Contractor.

(e) The Contractor shall at all times during the progress of the

Contract use its best endeavors to prevent any unlawful, riotous or disorderly conduct or behavior by or amongst its employees and the labor of its Subcontractors.

(f) The Contractor shall, in all dealings with its labor and the

labor of its Subcontractors currently employed on or connected with the Contract, pay due regard to all recognized festivals, official holidays, religious or other customs and all local laws and regulations pertaining to the employment of labor.

22.2 Contractor’s Equipment

22.2.1 All Contractor’s Equipment brought by the Contractor onto the Site shall be deemed to be intended to be used exclusively for the execution of the Contract. The Contractor shall not remove the same from the Site without the Project Manager’s consent that such Contractor’s Equipment is no longer required for the execution of the Contract.

22.2.2 Unless otherwise specified in the Contract, upon completion of

the Facilities, the Contractor shall remove from the Site all Equipment brought by the Contractor onto the Site and any surplus materials remaining thereon.

22.2.3 The Employer will, if requested, use its best endeavors to

assist the Contractor in obtaining any local, state or national government permission required by the Contractor for the export of the Contractor’s Equipment imported by the Contractor for use in the execution of the Contract that is no longer required for the execution of the Contract.

22.3 Site Regulations and Safety

The Employer and the Contractor shall establish Site regulations


73

setting out the rules to be observed in the execution of the Contract at the Site and shall comply therewith. The Contractor shall prepare and submit to the Employer, with a copy to the Project Manager, proposed Site regulations for the Employer’s approval, which approval shall not be unreasonably withheld.

Such Site regulations shall include, but shall not be limited to, rules in respect of security, safety of the Facilities, gate control, sanitation, medical care, and fire prevention.



22.4 Opportunities for Other Contractors 22.4.1 The Contractor shall, upon written request from the Employer

or the Project Manager, give all reasonable opportunities for carrying out the work to any other contractors employed by the Employer on or near the Site.

22.4.2 If the Contractor, upon written request from the Employer or the

Project Manager, makes available to other contractors any roads or ways the maintenance for which the Contractor is responsible, permits the use by such other contractors of the Contractor’s Equipment, or provides any other service of whatsoever nature for such other contractors, the Employer shall fully compensate the Contractor for any loss or damage caused or occasioned by such other contractors in respect of any such use or service, and shall pay to the Contractor reasonable remuneration for the use of such equipment or the provision of such services.

22.4.3 The Contractor shall also so arrange to perform its work as to

minimize, to the extent possible, interference with the work of other contractors. The Project Manager shall determine the resolution of any difference or conflict that may arise between the Contractor and other contractors and the workers of the Employer in regard to their work.

22.4.4 The Contractor shall notify the Project Manager promptly of any

defects in the other Contractors’ work that come to its notice, and that could affect the Contractor’s work. The Project Manager shall determine the corrective measures, if any, required to rectify the situation after inspection of the Facilities. Decisions made by the Project Manager shall be binding on the Contractor.

22.5 Emergency Work

If, by reason of an emergency arising in connection with and during the execution of the Contract, any protective or remedial work is necessary as a matter of urgency to prevent damage to the Facilities, the Contractor shall immediately carry out such work.

If the Contractor is unable or unwilling to do such work immediately,


74

the Employer may do or cause such work to be done as the Employer may determine is necessary in order to prevent damage to the Facilities. In such event the Employer shall, as soon as practicable after the occurrence of any such emergency, notify the Contractor in writing of such emergency, the work done and the reasons therefor. If the work done or caused to be done by the Employer is work that the Contractor was liable to do at its own expense under the Contract, the reasonable costs incurred by the Employer in connection therewith shall be paid by the Contractor to the Employer. Otherwise, the cost of such remedial work shall be borne by the Employer.



22.6 Site Clearance 22.6.1 Site Clearance in Course of Performance: In the course of carrying out the Contract, the Contractor shall keep the Site reasonably free from all unnecessary obstruction, store or remove any surplus materials, clear away any wreckage, rubbish or temporary works from the Site, and remove any Contractor’s Equipment no longer required for execution of the Contract.

22.6.2 Clearance of Site after Completion: After Completion of all parts of the Facilities, the Contractor shall clear away and remove all wreckage, rubbish and debris of any kind from the Site, and shall leave the Site and Facilities clean and safe.

22.7 Watching and Lighting The Contractor shall provide and maintain at its own expense all lighting, fencing, and watching when and where necessary for the proper execution and the protection of the Facilities, or for the safety of the owners and occupiers of adjacent property and for the safety of the public.

22.8 Work at Night and on Holidays 22.8.1 Unless otherwise provided in the Contract, no work shall be carried out during the night and on public holidays of the country where the Site is located without prior written consent of the Employer, except where work is necessary or required to ensure safety of the Facilities or for the protection of life, or to prevent loss or damage to property, when the Contractor shall immediately advise the Project Manager, provided that provisions of this GCC Sub-Clause 22.8.1 shall not apply to any work which is customarily carried out by rotary or double-shifts.

22.8.2 Notwithstanding GCC Sub-Clauses 22.8.1 or 22.1.3, if and when the Contractor considers it necessary to carry out work at night or on public holidays so as to meet the Time for Completion and requests the Employer’s consent thereto, the Employer shall not


75

unreasonably withhold such consent.

23. Test and 23.1 The Contractor shall at its own expense carry out at the place of manu- Inspection facture and/or on the Site all such tests and/or inspections of the Plant and Equipment and any part of the Facilities as are specified in the Contract.

23.2 The Employer and the Project Manager or their designated representatives shall be entitled to attend the aforesaid test and/or inspection, provided that the Employer shall bear all costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and boarding & lodging expenses.

23.3 Whenever the Contractor is ready to carry out any such test and/or

inspection, the Contractor shall give a reasonable advance notice of such test and/or inspection and of the place and time thereof to the Project Manager. The Contractor shall obtain from any relevant third party or



manufacturer any necessary permission or consent to enable the Employer and the Project Manager (or their designated representatives) to attend the test and/or inspection.

23.4 The Contractor shall provide the Project Manager with a certified report

of the results of any such test and/or inspection.

If the Employer or Project Manager (or their designated representatives) fails to attend the test and/or inspection, or if it is agreed between the parties that such persons shall not do so, then the Contractor may proceed with the test and/or inspection in the absence of such persons, and may provide the Project Manager with a certified report of the results thereof.

23.5 The Project Manager may require the Contractor to carry out any test

and/or inspection not required by the Contract, provided that the Contractor’s reasonable costs and expenses incurred in the carrying out of such test and/or inspection shall be added to the Contract Price. Further, if such test and/or inspection impedes the progress of work on the Facilities 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.

23.6 If any Plant and Equipment or any part of the Facilities fails to pass any

test and/or inspection, the Contractor shall either rectify or replace such Plant and Equipment or part of the Facilities and shall repeat the test and/or inspection upon giving a notice under GCC Sub-Clause 23.3.

23.7 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 Plant


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and Equipment or part of the Facilities that cannot be settled between the parties within a reasonable period of time, it may be referred to the Adjudicator for determination in accordance with GCC Sub-Clause 6.1 (Adjudicator).

23.8 The Contractor shall afford the Employer and the Project Manager, at

the Employer’s expense, access at any reasonable time to any place where the Plant and Equipment are being manufactured or the Facilities are being installed, in order to inspect the progress and the manner of manufacture or installation, provided that the Project Manager shall give the Contractor a reasonable prior notice.

23.9 The Contractor agrees that neither the execution of a test and/or

inspection of Plant and Equipment or any part of the Facilities, nor the attendance by the Employer or the Project Manager, nor the issue of any test certificate pursuant to GCC Sub-Clause 23.4, shall release the Contractor from any other responsibilities under the Contract.

23.10No part of the Facilities or foundations shall be covered up on the Site

without the Contractor carrying out any test and/or inspection required under the Contract. The Contractor shall give a reasonable notice to the


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Project Manager whenever any such part of the Facilities or foundations are ready or about to be ready for test and/or inspection; such test and/ or inspection and notice thereof shall be subject to the requirements of the Contract.

23.11The Contractor shall uncover any part of the Facilities or foundations, or shall make openings in or through the same as the Project Manager may from time to time require at the Site, and shall reinstate and make good such part or parts.

If any part of the Facilities or foundations have been covered up at the Site after compliance with the requirement of GCC Sub-Clause 23.10 and are found to be executed in accordance with the Contract, the expenses of uncovering, making openings in or through, reinstating, and making good the same shall be borne by the Employer, and the Time for Completion shall be reasonably adjusted to the extent that the Contractor has thereby been delayed or impeded in the performance of any of its obligations under the Contract.

24. Commissioning 24.1 As soon as installation of the Facilities or any part thereof has, in and Completion the opinion of the Contractor, been completed as specified in the Technical of the Facilities Specifications, excluding minor items not materially affecting the operation or safety of the Facilities, the Contractor shall so notify the Employer in writing.


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24.2 Within seven (7) days after receipt of the notice from the Contractor under GCC Sub-Clause 24.1, the Employer shall supply the operating and maintenance personnel and the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters as specified in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agreement, required for Precommissioning of the Facilities or any part thereof.

24.3 As soon as reasonably practicable after the operating and

maintenance personnel have been supplied by the Employer and the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters have been provided by the Employer, all as specified in Appendix 6 (Scope of Works and Supply by the Employer) to Contract Agreement and in accordance with GCC Sub-Clause 24.2, the Contractor shall commence Precommissioning of the Facilities or the relevant part thereof in preparation for Commissioning.

24.4 As soon as all works in respect of Precommissioning are completed and,

in the opinion of the Contractor, the Facilities or any part thereof is ready for Commissioning, the Contractor shall commence Commissioning of the facilities. As soon as Commissioning is satisfactorily completed, the Contractor shall so notify the Project Manager in writing.

24.5 Commissioning of the Facilities or any part thereof shall be completed

by the Contractor as per procedures detailed in the Technical Specifications.



The Employer shall supply the operating and maintenance personnel and all raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters as specified in Appendix-6 (Scope of Works and Supply by the Employer) to the Contract Agreement, required for Commissioning of the facilities.

24.6 The Project Manager shall, within fourteen (14) days after receipt of the

Contractor’s notice under GCC Sub-Clause 24.4, either issue a Completion Certificate in the form specified in Section-VII (Forms and Procedures) of the bidding documents, stating that the Facilities or that part thereof have reached Completion as at the date of the Contractor’s notice under GCC Sub-Clause 24.4, or notify the Contractor in writing of any defects and/or deficiencies.

If the Project Manager notifies the Contractor of any defects and/or deficiencies, the Contractor shall then correct such defects and/or deficiencies, and shall repeat the procedure described in GCC Sub-Clause 24.4.

If the Project Manager is satisfied that the Facilities or that part thereof have reached Completion, the Project Manager shall, within seven (7)


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days after receipt of the Contractor’s repeated notice, issue a Completion Certificate stating that the Facilities or that part thereof have reached Completion as at the date of the Contractor’s repeated notice.

If the Project Manager is not so satisfied, then he shall notify the Contractor in writing of any defects and/or deficiencies within seven (7) days after receipt of the Contractor’s repeated notice, and the above procedure shall be repeated.

24.7 If the Project Manager fails to issue the Completion Certificate and fails

to inform the Contractor of any defects and/or deficiencies within fourteen (14) days after receipt of the Contractor’s notice under GCC Sub-Clause 24.4 or within seven (7) days after receipt of the Contractor’s repeated notice under GCC Sub-Clause 24.6, or if the Employer makes use of the Facilities or part thereof, then the Facilities or that part thereof shall be deemed to have reached Completion as of the date of the Contractor’s notice or repeated notice, or as of the Employer’s use of the Facilities, as the case may be.

24.8 As soon as possible after Completion, the Contractor shall complete all

outstanding minor items so that the Facilities are fully in accordance with the requirements of the Contract, failing which the Employer will undertake such completion and deduct the costs thereof from any monies owing to the Contractor.

24.9 Upon Completion, the Employer shall be responsible for the care and

custody of the Facilities or the relevant part thereof, together with the risk of loss or damage thereto, and shall thereafter take over the Facilities or the relevant part thereof.


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25. Guarantee Tests and Operational 25.1 Guarantee Test Acceptance 25.1.1The Guarantee Test (and repeats thereof) shall be conducted by the

Contractor after completion of the Facilities or the relevant part thereof to ascertain whether the Facilities or the relevant part can attain the Functional Guarantees specified in the Contract Documents. The Contractor’s and Project Manager’s personnel shall attend the Guarantee Test. The Employer shall promptly provide the Contractor with such information as the Contractor may reasonably require in relation to the conduct and results of the Guarantee Test (and any repeats thereof).

25.1.2If for reasons attributable to the employer, the Guarantee Test of the Facilities or the relevant part thereof cannot be successfully completed within the period from the date of Completion of the respective facility, as specified in the SCC or any other period agreed upon by the Employer and the Contractor, the Contractor


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shall be deemed to have fulfilled its obligations with respect to the Functional Guarantees, and GCC Sub-Clauses 28.2 and 28.3 shall not apply.

25.2 Operational Acceptance 25.2.1 Subject to GCC Sub-Clause 25.3 (Partial Acceptance) below, Operational Acceptance shall occur in respect of the Facilities or any part thereof when

(a) the Guarantee Test has been successfully completed and the Functional Guarantees are met; or

(b) the Guarantee Test has not been successfully completed or has not been carried out for reasons attributable to the employer within the period from the date of Completion specified in the SCC or any other agreed upon period as specified in GCC Sub-Clause 25.1.2 above, but successful Completion of the Facilities has been achieved; or

(c) the Contractor has paid the liquidated damages specified in GCC Sub-Clause 28.3 hereof; and

(d) any minor items mentioned in GCC Sub-Clause 24.8 hereof relevant to the Facilities or that part thereof have been completed.

25.2.2 At any time after any of the events set out in GCC Sub-Clause 25.2.1 have occurred, the Contractor may give a notice to the Project Manager requesting for issue of an Operational Acceptance Certificate in the form provided in the Bidding Documents or in another form acceptable to the Employer in respect of the Facilities or the part thereof specified in such notice as at the date of such notice.


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25.2.3 The Project Manager shall, after consultation with the Employer, and within forty five (45) days after receipt of the Contractor’s notice, issue an Operational Acceptance Certificate.

25.2.4 If within forty five (45) days after receipt of the Contractor’s

notice, the Project Manager fails to issue the Operational Acceptance Certificate or fails to inform the Contractor in writing of the justifiable reasons why the Project Manager has not issued the Operational Acceptance Certificate, the Facilities or the relevant part thereof shall be deemed to have been accepted as at the date of the Contractor’s said notice.

25.3 Partial Acceptance


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25.3.1 If the Contract specifies that Commissioning, completion and

guarantee tests shall be carried out in respect of parts of the Facilities, the provisions relating to Commissioning, completion and the Guarantee Test shall apply to each such part of the Facilities individually, and the Operational Acceptance Certificate shall be issued accordingly for each such part of the Facilities.

25.3.2 If a part of the Facilities comprises facilities such as buildings, for

which no Commissioning or Guarantee Test is required, then the Project Manager shall issue the Operational Acceptance Certificate for such facility when it attains Completion, provided that the Contractor shall thereafter complete any outstanding minor items that are listed in the Operational Acceptance Certificate.

F. Guarantees and Liabilities

26. Completion Time 26.1 The Contractor guarantees that it shall attain Completion of the Facili-

Guarantee ties (or a part for which a separate time for completion is specified in the SCC) within the Time for Completion specified in the SCC pursuant to GCC Sub-Clause 8.2, or within such extended time to which the Contractor shall be entitled under GCC Clause 40 (Extension of Time for Completion) hereof.

26.2 If the Contractor fails to attain successful Completion of the Facilities or any part thereof within the Time for Completion or any extension thereof under GCC Clause 40 (Extension of Time for Completion), the Contractor shall pay to the Employer liquidated damages in the amount computed at the rates specified in the SCC. The aggregate amount of such liquidated damages shall in no event exceed the amount specified as “Maximum” in the SCC. Once the “Maximum” is reached, the Employer may consider termination of the Contract, pursuant to GCC Sub-Clause 42.2.2.

Such payment shall completely satisfy the Contractor’s obligation to attain Completion of the Facilities or the relevant part thereof within the Time for Completion or any extension thereof under GCC Clause 40 (Extension of Time for Completion). The Contractor shall have no further liability whatsoever to the Employer in respect thereof.


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

Save for liquidated damages payable under this GCC Sub-Clause 26.2, the failure by the Contractor to attain any milestone or other act, matter or thing by any date specified in Appendix 4 (Time Schedule) to the Contract


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Agreement and/or other program of work prepared pursuant to GCC Clause 18 (Program of Performance) shall not render the Contractor liable for any loss or damage thereby suffered by the Employer.

26.3 No bonus will be given for earlier completion of the facilities or part

thereof.

27. Defect Liability 27.1 The Contractor warrants that the Facilities or any part thereof shall be free from defects in the design, engineering, materials and workmanship of the Plant and Equipment supplied and of the work executed.

27.2 The Defect Liability Period shall be eighteen (18) months from the date

of successful Completion of the Facilities (or any part thereof) or twelve (12) months from the date of Operational Acceptance of the Facilities (or any part thereof), whichever occurs first.

If during the Defect Liability Period any defect should be found in the design, engineering, materials and workmanship of the Plant and Equipment supplied or of the work executed by the Contractor, the Contractor shall promptly, in consultation and agreement with the Employer regarding appropriate remedying of the defects, and at its cost, repair, replace or otherwise make good (as the Contractor shall, at its discretion, determine) such defect as well as any damage to the Facilities caused by such defect. The Contractor shall not be responsible for the repair, replacement or making good of any defect or of any damage to the Facilities arising out of or resulting from any of the following causes:

(a) improper operation or maintenance of the Facilities by the Employer

(b) operation of the Facilities outside specifications provided in the

Contract

(c) normal wear and tear.

27.3 The Contractor’s obligations under this GCC Clause 27 shall not apply to

(a) any materials that are supplied by the Employer under GCC Sub-Clause 21.2 (Employer-Supplied Plant, Equipment and Materials), are normally consumed in operation, or have a normal life shorter than the Defect Liability Period stated herein

(b) any designs, specifications or other data designed, supplied or

specified by or on behalf of the Employer or any matters for which the Contractor has disclaimed responsibility herein



(c) any other materials supplied or any other work executed by or on behalf of the Employer, except for the work executed by the Employer under GCC Sub-Clause 27.7.


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27.4 The Employer shall give the Contractor a notice stating the nature of any such defect together with all available evidence thereof, promptly following the discovery thereof. The Employer shall afford all reasonable opportunity for the Contractor to inspect any such defect.

27.5 The Employer shall afford the Contractor all necessary access to the

Facilities and the Site to enable the Contractor to perform its obligations under this GCC Clause 27.

The Contractor may, with the consent of the Employer, remove from the Site any Plant and Equipment or any part of the Facilities that are defective, if the nature of the defect and/or any damage to the Facilities caused by the defect is such that repairs cannot be expeditiously carried out at the Site.

27.6 If the repair, replacement or making good is of such a nature that it

may affect the efficiency of the Facilities or any part thereof, the Employer may give to the Contractor a notice requiring that tests of the defective part of the Facilities shall be made by the Contractor immediately upon completion of such remedial work, whereupon the Contractor shall carry out such tests.

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 Facilities passes such tests. The tests, in character, shall in any case be not inferior than what has already been agreed upon by the Employer and the Contractor for the original equipment/part of the Facilities.

27.7 If the Contractor fails to commence the work necessary to remedy such

defect or any damage to the Facilities caused by such defect within a reasonable time (which shall in no event be considered to be less than fifteen (15) days), the Employer may, following notice to the Contractor, proceed to do such work, and the reasonable costs incurred by the Employer in connection therewith shall be paid to the Employer by the Contractor or may be deducted by the Employer from any monies due to the Contractor or claimed under the Performance Securities.

27.8 If the Facilities 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 Facilities or such part, as the case may be, shall be extended by a period equal to the period during which the Facilities or such part cannot be used by the Employer because of any of the aforesaid reasons.Upon correction of the defects in the Facilities or any part thereof by repair/replacement, such repair/replacement shall have the Defect Liability Period for a period of twelve (12) month from the time such


(3x660 MW) 39 OF 63


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replacement/repair of the Facilities or any part therof has been completed.

27.8.1At the end of the Defect Liability Period, the contractor liability ceases except for latent defects. The contractor's liability for latent defects warranty for the plant and equipment including spares shall be limited to a period of five (5) years from the end of Defect Liability Period of the respective plant and equipment including spares. For the purpose of this clause, the latent defects shall be the defects inherently lying within the material or arising out of design deficiency which do not manifest themselves during the Defect Liability Period as defined in this GCC clause 27, but later.

27.9 Except as provided in GCC Clauses 27 and 33 (Loss of or Damage to Property / Accident or Injury to Workers/Indemnification), the Contractor shall be under no liability whatsoever and howsoever arising, and whether under the Contract or at law, in respect of defects in the Facilities or any part thereof, the Plant and Equipment, design or engineering or work executed that appear after Completion of the Facilities or any part thereof, except where such defects are the result of the gross negligence, fraud, criminal or willful action of the Contractor.

27.10In addition, the Contractor shall also provide an extended warranty for any such component of the Facilities and for the period of time as may be specified in the SCC. Such obligation shall be in addition to the defect liability specified under GCC Sub-Clause 27.2.

28. Functional 28.1 The Contractor guarantees that during the Guarantee Test, the Facilities Guarantees and all parts thereof shall attain the Functional Guarantees as specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section- VI (Technical Specifications), subject to and upon the conditions therein specified.

28.2 If, for reasons attributable to the Contractor, the guaranteed level of the Functional Guarantees parameters specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification) are not met either in whole or in part, the Contractor shall, within the time period mentioned in the Technical Specification or as mutually agreed, at its cost and expense make such changes, modifications and/ or additions to the Plant or any part thereof as may be necessary to meet such Guarantees. The Contractor shall notify the Employer upon completion of the necessary changes, modifications and/or additions, and shall seek the Employer's consent to repeat the Guarantee Test(s). If the guaranteed level of the specified Functional Guarantees parameters(s) are still not met but the parameters are achieved within the acceptable shortfall limit as specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification), then the Employer will accept the equipment/ system/plant after levy of liquidated damages in accordance with the provisions specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification). However, if the level of the specified Functional


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Guarantee parameters, as demonstrated even during repeat of the Guarantee Test(s), are outside the acceptable shortfall limit as specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification), the Employer may at its option, either

(a) Reject the Equipment and recover the payments already made, or

(b) Terminate the Contract pursuant to GCC Sub-Clause 42.2.2 and recover the payments already made, or

(c) Accept the equipment/system/plant after levy of liquidated damages in accrdance with the provisions specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification).

28.3 In case the Employer exercises its option to accept the equipment after levy of liquidated damages, the payment of liquidated damages under GCC Sub-Clause 28.2, up to the limitation of liability specified under 'Functional Guarantees and Liquidated Damages', Part-A of Section-VI (Technical Specification), shall completely satisfy the Contractor’s guarantees under GCC Sub-Clause 28.2 and the Contractor shall have no further liability whatsoever to the Employer in respect thereof. Upon the payment of such liquidated damages by the Contractor, the Project Manager shall issue the Operational Acceptance Certificate for the Facilities or any part thereof in respect of which the liquidated damages have been so paid.

29. Patent 29.1 The Contractor shall, subject to the Employer’s compliance with Indemnity GCC Sub-Clause 29.2, indemnify and hold harmless the Employer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the Employer may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of the Contract by reason of: (a) the installation of the Facilities by the Contractor or the use of the Facilities in the country where the Site is located; and (b) the sale of the products produced by the Facilities in any country.

Such indemnity shall not cover any use of the Facilities or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, any infringement resulting from the use of the Facilities or any part thereof, or any products produced thereby in association or combination with any other equipment, plant or materials not supplied by the Contractor, pursuant to the Contract Agreement.


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29.2 If any proceedings are brought or any claim is made against the Employer arising out of the matters referred to in GCC Sub-Clause 29.1, the Employer shall promptly give the Contractor a notice thereof, and the Contractor may at its own expense and in the Employer’s name conduct



such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

If the Contractor fails to notify the Employer within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Employer shall be free to conduct the same on its own behalf. Unless the Contractor has so failed to notify the Employer within the twenty-eight (28) day period, the Employer shall make no admission that may be prejudicial to the defense of any such proceedings or claim.

The Employer shall, at the Contractor’s request, afford all available assistance to the Contractor in conducting such proceedings or claim, and shall be reimbursed by the Contractor for all reasonable expenses incurred in so doing.

29.3 The Employer shall indemnify and hold harmless the Contractor and its employees, officers and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the Contractor may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Employer.

30. Limitation of 30.1 Except in cases of criminal negligence or willful misconduct, Liability (a) the Contractor shall not be liable to the Employer, 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 to the Employer and

(b) the aggregate liability of the Contractor to the Employer, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to any obligation of the Contractor to indemnify the Employer with respect to patent infringement.


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G. Risk Distribution

31. Transfer of 31.1 Ownership of the Plant and Equipment (including spare parts) to be im- Ownership ported into the country where the Site is located shall be transferred to the Employer upon loading on to the mode of transport to be used to convey the Plant and Equipment (including spare parts) from the country of origin to that country and upon endorsement of the despatch documents in favour of the employer.



31.2 Ownership of the Plant and Equipment (including spare parts) procured in the country where the Site is located shall be transferred to the Employer when the Plant and Equipment (including spare parts) are loaded on to the mode of transport to be used to convey the Plant and Equipment (including spare parts) from the works to the site and upon endorsement of the despatch documents in favour of the Employer.

31.3 Ownership of the Contractor’s Equipment used by the Contractor and its Subcontractors in connection with the Contract shall remain with the Contractor or its Subcontractors.

31.4 Ownership of any Plant and Equipment in excess of the requirements for the Facilities shall revert to the Contractor upon Completion of the Facilities or at such earlier time when the Employer and the Contractor agree that the Plant and Equipment in question are no longer required for the Facilities, provided quantity of any Plant and Equipment specifically stipulated in the Contract shall be the property of the Employer whether or not incorporated in the Facilities.

31.5 Notwithstanding the transfer of ownership of the Plant and Equipment, the responsibility for care and custody thereof together with the risk of loss or damage thereto shall remain with the Contractor pursuant to GCC Clause 32 (Care of Facilities) hereof until Completion of the Facilities or the part thereof in which such Plant and Equipment are incorporated.

31.6 In case of two/three Contracts entered into between the Employer and the Contractor as per GCC Sub-Clause 3.6 or where the Employer hands over his equipment to the Contractor for executing the Contract, then the Contractor shall, at the time of taking delivery of the Equipment through Bill of Lading or other despatch documents, furnish Trust Receipt for Plant, Equipment and Materials and also execute an Indemnity Bond in favour of the Employer for keeping the equipment in safe custody and to utilise the same exclusively for the purpose of the said Contract. The Trust Receipt and Indemnity Bond shall be furnished as per proforma enclosed in Section VII (Forms and Procedures). The Employer shall also issue a separate Authorisation


87

Letter to the Contractor to enable him to take physical delivery of plant, equipment and materials from the Employer as per proforma enclosed under Section-VII (Forms and Procedures).

32. Care of Facilities 32.1 The Contractor shall be responsible for the care and custody of the Facilities or any part thereof until the date of Completion of the Facilities pursuant to GCC Clause 24 (Commissioning and Completion of the Facilities) or, where the Contract provides for Completion of the Facilities in parts, until the date of Completion of the relevant part, and shall make good at its own cost any loss or damage that may occur to the Facilities or the relevant part thereof from any cause whatsoever during such period. The Contractor shall also be responsible for any loss or damage to the Facilities caused by the Contractor or its Subcontractors in the course of any work carried out pursuant to GCC Clause 27 (Defect Liability). Notwithstanding the foregoing, the Contractor shall not be



liable for any loss or damage to the Facilities or that part thereof caused by reason of any of the matters specified or referred to in paragraphs (a), (b) and (c) of GCC Sub-Clauses 32.2 and 38.1.

32.2 If any loss or damage occurs to the Facilities or any part thereof or to

the Contractor’s temporary facilities by reason of

(a) (insofar as they relate to the country where the Site is located) nuclear reaction, nuclear radiation, radioactive contamination, pressure wave caused by aircraft or other aerial objects, or any other occurrences that an experienced contractor could not reasonably foresee, or if reasonably foreseeable could not reasonably make provision for or insure against, insofar as such risks are not normally insurable in the insurance market and are mentioned in the general exclusions of the policy of insurance, including War Risks and Political Risks, taken out under GCC Clause 34 (Insurance) hereof

(b) any use or occupation by the Employer or any third party (other

than a Subcontractor) authorised by the Employer of any part of the Facilities

(c) any use of or reliance upon any design, data or specification

provided or designated by or on behalf of the Employer, or any such matter for which the Contractor has disclaimed responsibility herein,

the Employer shall pay to the Contractor all sums payable in respect of the Facilities executed, notwithstanding that the same be lost, destroyed or damaged, and will pay to the Contractor the replacement value of all temporary facilities and all parts thereof lost, destroyed or damaged. If the Employer requests the Contractor in writing to make


88

good any loss or damage to the Facilities thereby occasioned, the Contractor shall make good the same at the cost of the Employer in accordance with GCC Clause 39 (Change in the Facilities). If the Employer does not request the Contractor in writing to make good any loss or damage to the Facilities thereby occasioned, the Employer shall either request a change in accordance with GCC Clause 39 (Change in the Facilities), excluding the performance of that part of the Facilities thereby lost, destroyed or damaged, or, where the loss or damage affects a substantial part of the Facilities, the Employer shall terminate the Contract pursuant to GCC Sub-Clause 42.1 (Termination for Employer’s Convenience) hereof, except that the Contractor shall have no entitlement to profit under paragraph (e) of GCC Sub-Clause 42.1.3 in respect of any unexecuted Facilities as at the date of termination.

32.3 The Contractor shall be liable for any loss of or damage to any Contractor’s

Equipment, or any other property of the Contractor used or intended to be used for purposes of the Facilities, except (i) as mentioned in GCC Sub-Clause 32.2 (with respect to the Contractor’s temporary facilities),


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and (ii) where such loss or damage arises by reason of any of the matters specified in GCC Sub-Clauses 32.2(b) and (c) and 38.1.

32.4 With respect to any loss or damage caused to the Facilities or any part thereof or to the Contractor’s Equipment by reason of any of the matters specified in GCC Sub-Clause 38.1, the provisions of GCC Sub-Clause 38.3 shall apply.

33. Loss of or 33.1 Subject to GCC Sub - Clause 33.3, the Contractor shall indemnify and Damage to hold harmless the Employer and its employees and officers from and Property; against any and all suits, actions or administrative proceedings, claims, Accident or demands, losses, damages, costs, and expenses of whatsoever nature, Injury to workers; including attorney’s fees and expenses, in respect of the death or injury Indemnification of any person or loss of or damage to any property (other than the Facilities whether accepted or not), arising in connection with the supply and installation of the Facilities and by reason of the negligence of the Contractor or its Subcontractors, or their employees, officers or agents,

except any injury, death or property damage caused by the negligence of the Employer, its contractors, employees, officers or agents.

33.2 If any proceedings are brought or any claim is made against the

Employer that might subject the Contractor to liability under GCC Sub-Clause 33.1, the Employer shall promptly give the Contractor a notice thereof and the Contractor shall at its own expense and in the Employer’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

If the Contractor fails to notify the Employer within twenty-eight (28) days


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after receipt of such notice that it intends to conduct any such proceedings or claim, then the Employer shall be free to conduct the same on its own behalf. Unless the Contractor has so failed to notify the Employer within the twenty-eight (28) day period, the Employer shall make no admission that may be prejudicial to the defense of any such proceedings or claim.

The Employer shall, at the Contractor’s request, afford all available assistance to the Contractor in conducting such proceedings or claim, and shall be reimbursed by the Contractor for all reasonable expenses incurred in so doing.

33.3 The Employer shall indemnify and hold harmless the Contractor and its

employees, officers and Subcontractors from any liability for loss of or damage to property of the Employer, other than the Facilities not yet taken over, that is caused by fire, explosion or any other perils, in excess of the amount recoverable from insurances procured under GCC Clause 34 (Insurances), provided that such fire, explosion or other perils were not caused by any act or failure of the Contractor.

33.4 The party entitled to the benefit of an indemnity under this GCC Clause

33 shall take all reasonable measures to mitigate any loss or damage which has occurred. If the party fails to take such measures, the other party’s liabilities shall be correspondingly reduced.



34. Insurance 34.1 To the extent specified in Appendix 3 (Insurance Requirements) to the Contract Agreement, the Contractor shall at its expense take out and maintain in effect, or cause to be taken out and maintained in effect, during the performance of the Contract, the insurances set forth below in the sums and with the deductibles and other conditions specified in the said Appendix. The identity of the insurers and the form of the policies shall be subject to the approval of the Employer, who should not unreasonably withhold such approval.

(a) Cargo Insurance During Transport

Covering loss or damage occurring while in transit from the Contractor’s or Subcontractor’s works or stores until arrival at the Site, to the Plant and Equipment (including spare parts therefor) and to the Contractor’s Equipment.

(b) Installation All Risks Insurance

Covering physical loss or damage to the Facilities at the Site, occurring prior to Completion of the Facilities, with an extended maintenance coverage for the Contractor’s liability in respect of any loss or damage occurring during the Defect Liability Period while the Contractor is on the Site for the purpose of performing its obligations during the Defect Liability Period.

(c) Third Party Liability Insurance


90

Covering bodily injury or death suffered by third parties (including the Employer’s personnel) and loss of or damage to property occurring in connection with the supply and installation of the Facilities.

(d) Automobile Liability Insurance

Covering use of all vehicles used by the Contractor or its Subcontractors (whether or not owned by them) in connection with the execution of the Contract.

(e) Workers’ Compensation

In accordance with the statutory requirements applicable in any country where the Contract or any part thereof is executed.

(f) Employer’s Liability

In accordance with the statutory requirements applicable in any country where the Contract or any part thereof is executed.

(g) Other Insurances

Such other insurances as may be specifically agreed upon by the parties hereto as listed in the said Appendix 3.

34.2 The Employer shall be named as co-insured under all insurance policies

taken out by the Contractor pursuant to GCC Sub-Clause 34.1, except for the Third Party Liability, Workers’ Compensation and Employer’s Liability Insurances, and the Contractor’s Subcontractors shall be named


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as co-insureds under all insurance policies taken out by the Contractor pursuant to GCC Sub-Clause 34.1 except for the Cargo Insurance During Transport, Workers’ Compensation and Employer’s Liability Insurances. All insurer’s rights of subrogation against such co-insureds for losses or claims arising out of the performance of the Contract shall be waived under such policies.

34.3 The Contractor shall, in accordance with the provisions of Appendix 3

(Insurance Requirements) to the Contract Agreement, deliver to the Employer certificates of insurance (or copies of the insurance policies) as evidence that the required policies are in full force and effect. The certificates shall provide that no less than twenty-one (21) days’ notice shall be given to the Employer by insurers prior to cancellation or material modification of a policy.

34.4 The Contractor shall ensure that, where applicable, its

Subcontractor(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 Subcontractors are covered by the policies taken out by the Contractor.


91

34.5 The Employer shall at its expense take out and maintain in effect during

the performance of the Contract those insurances which are specified in Appendix 3 (Insurance Requirements) to the Contract Agreement.

34.6 If the Contractor fails to take out and/or maintain in effect the insurances

referred to in GCC Sub-Clause 34.1, the Employer may take out and maintain in effect any such insurances and may from time to time deduct from any amount due to the Contractor under the Contract any premium that the Employer shall have paid to the insurer, or may otherwise recover such amount as a debt due from the Contractor. If the Employer fails to take out and/or maintain in effect the insurances referred to in GCC 34.5, the Contractor may take out and maintain in effect any such insurances and may from time to time deduct from any amount due to the Employer under the Contract any premium that the Contractor shall have paid to the insurer, or may otherwise recover such amount as a debt due from the Employer. If the Contractor fails to or is unable to take out and maintain in effect any such insurances, the Contractor shall nevertheless have no liability or responsibility towards the Employer, and the Contractor shall have full recourse against the Employer for any and all liabilities of the Employer herein.

34.7 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 Clause 34, and the monies payable by any insurers shall be paid to the Contractor as per the procedure outlined in GCC Sub-CLause 34.8 below. The Employer shall give to the Contractor all such reasonable assistance as may be required by the Contractor. With respect to insurance claims in which the Employer’s interest is involved, the Contractor shall not give any release or make any compromise with


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the insurer without the prior written consent of the Employer. With respect to insurance claims in which the Contractor’s interest is involved, the Employer shall not give any release or make any compromise with the insurer without the prior written consent of the Contractor.

34.8 (i) Wherever total damages/loss of equipment/material would occur, the Contractor will be entitled to payment of all amounts received from the underwriters except the following amounts:

(a) The amount paid to the Contractor under the Contract in respect of equipment/material damaged/lost, excluding the pro-rata initial advance but including the entire amount of escalation, if any, already paid to the Contractor.


92

(b) Custom Duties, Excise duty and other taxes and duties which have already been paid by the Employer.

In the event the claim money settled is less than the total of the amount in a & b above, then the entire claim money settled will be retained by the Employer and the Contractor will forthwith pay the Employer the short fall amount between the claim money and the total of amounts as per a & b mentioned above.

Subsequent payments, if any, due under the Contract shall be regulated by the relevant terms of payment.

(ii) In case of partial damage to any equipment/material during any stage, upon rectification of the damaged equipment/material to the satisfaction of the Employer, the Contractor shall be paid to the extent of claims settled by the underwriters.

35. Unforeseen 35.1 If, during the execution of the Contract, the Contractor shall encounter Conditions on the Site any physical conditions (other than climatic conditions) or artificial obstructions that could not have been reasonably foreseen prior to the date of the Contract Agreement by an experienced contractor on the basis of reasonable examination of the data relating to the Facilities (including any data as to boring tests) provided by the Employer, and on the basis of information that it could have obtained from a visual inspection of the Site (if access thereto was available) or other data readily available to it relating to the Facilities, and if the Contractor determines that it will in consequence of such conditions or obstructions incur additional cost and expense or require additional time to perform its obligations under the Contract that would not have been required if such physical conditions or artificial obstructions had not been encountered, the Contractor shall promptly, and before performing additional work or using additional Plant and Equipment or Contractor’s Equipment, notify the Project Manager in writing of



(a) the physical conditions or artificial obstructions on the Site that could not have been reasonably foreseen

(b) the additional work and/or Plant and Equipment and/or Contractor’s

Equipment required, including the steps which the Contractor will or proposes to take to overcome such conditions or obstructions

(c) the extent of the anticipated delay

(d) the additional cost and expense that the Contractor is likely to


93

incur.

On receiving any notice from the Contractor under this GCC Sub-Clause 35.1, the Project Manager shall promptly consult with the Employer and the Contractor and decide upon the actions to be taken to overcome the physical conditions or artificial obstructions encountered. Following such consultations, the Project Manager shall instruct the Contractor, with a copy to the Employer, of the actions to be taken.

35.2 Any reasonable additional cost and expense incurred by the Contractor

in following the instructions from the Project Manager to overcome such physical conditions or artificial obstructions referred to in GCC Sub-Clause 35.1 shall be paid by the Employer to the Contractor as an addition to the Contract Price.

35.3 If the Contractor is delayed or impeded in the performance of the Contract

because of any such physical conditions or artificial obstructions referred to in GCC Sub-Clause 35.1, the Time for Completion shall be extended in accordance with GCC Clause 40 (Extension of Time for Completion).

36. Change in Laws 36.1 If, after the date seven (7) days prior to the last date of Bid

and Regulations submission, in the country where the Site is located, any law, regulation, ordinance, order or by-law having the force of law is enacted, promulgated, abrogated or changed (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the costs and expenses of the Contractor and/or the Time for Completion, the Contract Price shall be correspondingly increased or decreased, and/or the Time for Completion shall be reasonably adjusted to the extent that the Contractor has thereby been affected in the performance of any of its obligations under the Contract. However, these adjustments would be restricted to direct transactions between the Employer and the Contractor/assignee of Foreign Contractor (if applicable). These adjustments shall not be applicable on procurement of raw materials, intermediary components etc. by the Contractor/ assignee of foreign contractor and shall also not be applicable on the bought out items despatched directly from sub-vendor's works to site. Notwithstanding the foregoing, such additional or reduced costs shall not be separately paid or credited if the same has already been accounted for in the price adjustment provisions where applicable, in accordance with Appendix 2 to the Contract Agreement.



Further, no adjustment of the Contract Price and/or payment or reimbursement of taxes, duties or levies shall be made on account of variation in or withdrawal of Deemed Export benefits.

37. Force Majeure 37.1 “Force Majeure” shall mean any event beyond the reasonable control of


94

the Employer or of the Contractor, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected.

37.2 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.

37.3 The party who has given such notice 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 40 (Extension of Time for Completion).

37.4 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 fulfill its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under GCC Sub-Clauses 37.6 and 38.5.

37.5 Delay or nonperformance by either party hereto caused by the occurrence of any event of Force Majeure shall not

(a) constitute a default or breach of the Contract

(b) (subject to GCC Sub-Clauses 32.2, 38.3 and 38.4) give rise to any claim for damages or additional cost or expense occasioned thereby

if and to the extent that such delay or nonperformance is caused by the occurrence of an event of Force Majeure.

37.6 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, failing which the dispute shall be resolved in accordance with GCC Clause 6.

37.7 Notwithstanding GCC Sub-Clause 37.5, Force Majeure shall not apply to any obligation of the Employer to make payments to the Contractor herein.

38. War Risks 38.1 “War Risks” shall mean any of the following events occurring or existing in or near the country (or countries) where the Site is located:



Bid form and Price Schedule 95 Signature of Tenderer with seal


(a) war, hostilities or warlike operations (whether a state of war is declared or not), invasion, act of foreign enemy and civil war

(b) rebellion, revolution, insurrection, mutiny, usurpation of

civil or military government, conspiracy, riot, civil commotion and terrorist acts, and

(c) any explosion or impact of any mine, bomb, shell, grenade

or other projectile, missile, munitions or explosive of war.

38.2 Notwithstanding anything contained in the Contract, the Contractor shall have no liability whatsoever for or with respect to

(a) destruction of or damage to Facilities, Plant & Equipment,

or any part thereof

(b) destruction of or damage to property of the Employer or any third party

(c) injury or loss of life

if such destruction, damage, injury or loss of life is caused by any War Risks, and the Employer shall indemnify and hold the Contractor harmless from and against any and all claims, liabilities, actions, lawsuits, damages, costs, charges or expenses arising in consequence of or in connection with the same.

38.3 If the Facilities or any Plant and Equipment or Contractor’s

Equipment or any other property of the Contractor used or intended to be used for the purposes of the Facilities shall sustain destruction or damage by reason of any War Risks, the Employer shall pay the Contractor for

(a) any part of the Facilities or the Plant and Equipment so

destroyed or damaged (to the extent not already paid for by the Employer)

(b) replacing or making good any Contractor’s Equipment or

other property of the Contractor so destroyed or damaged so far as may be required by the Employer, and as may be necessary for completion of the Facilities,

(c) replacing or making good any such destruction or damage

to the Facilities or the Plant and Equipment or any part thereof.

If the Employer does not require the Contractor to replace or make good any such destruction or damage to the Facilities, the Employer shall either request a change in accordance with GCC Clause 39 (Change in the Facilities), excluding the performance of that part of the Facilities thereby destroyed or damaged or, where the loss, destruction or damage affects a substantial part of the Facilities, shall terminate the Contract, pursuant to GCC



Sub-Clause 42.1 (Termination for Employer’s Convenience). BARH SUPER THERMAL POWER PROJECT PAGE

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38.4 Notwithstanding anything contained in the Contract, the Employer shall pay the Contractor for any increased costs or incidentals to the execution of the Contract that are in any way attributable to, consequent on, resulting from, or in any way connected with any War Risks, provided that the Contractor shall as soon as practicable notify the Employer in writing of any such increased cost.

38.5 If during the performance of the Contract any War Risks shall occur

that financially or otherwise materially affect the execution of the Contract by the Contractor, the Contractor shall use its reasonable efforts to execute the Contract with due and proper consideration given to the safety of its and its Subcontractors’ personnel engaged in the work on the Facilities, provided, however, that if the execution of the work on the Facilities becomes impossible or is substantially prevented 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 any War Risks, the parties will attempt to develop a mutually satisfactory solution, failing which the dispute will be resoved in accordance with GCC Clause 6.

38.6 In the event of termination pursuant to GCC Sub-Clauses 38.3,

the rights and obligations of the Employer and the Contractor shall be as specified in GCC Sub-Clauses 42.1.2 and 42.1.3, except that the Contractor shall have no entitlement to profit under paragraph (e) of GCC Sub-Clause 42.1.3 in respect of any unexecuted Facilities as of the date of termination.

H. Change in Contract Elements

39. Change in the 39.1 Introducing a Change

Facilities 39.1.1 The Employer shall have the right to propose, and subsequently require, that the Project Manager 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 Facilities (hereinafter called “Change”), provided that such Change falls within the general scope of the Facilities and does not constitute unrelated work and that it is technically practicable, taking into account both the state of advancement of the Facilities and the technical compatibility of the Change envisaged with the nature of the Facilities as specified in the Contract .

39.1.2 The Contractor may from time to time during its performance of the Contract propose to the Employer (with a copy to the Project Manager) any Change that the Contractor considers necessary or desirable to improve the quality, efficiency or safety of the Facilities. The Employer may at its discretion approve or reject any Change proposed by the Contractor.

39.1.3 Notwithstanding GCC Sub-Clauses 39.1.1 and 39.1.2, no change made necessary because of any default of the Contractor in the



performance of its obligations under the Contract 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.

39.1.4 The procedure on how to proceed with and execute

Changes is specified in GCC Sub-Clauses 39.2 and 39.3.

39.2 Changes Originating from Employer

39.2.1 If the Employer proposes a Change pursuant to GCC Sub-Clause 39.1.1, 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 (c) estimated cost of the Change (d) effect on Functional Guarantees (if any) (e) effect on any other provisions of the Contract.

39.2.2 The pricing of any Change shall, as far as practicable,

be calculated in accordance with the rates and prices included in the Contract. If the rates and prices of any change are not available in the Contract, the parties thereto shall agree on specific rates for the valuation of the Change.

39.2.3 If before or during the preparation of the Change

Proposal it becomes apparent that the aggregate effect of compliance therewith and with all other Change Orders that have already become binding upon the Contractor under this GCC Clause 39 would be to increase or decrease the Contract Price as originally set forth in Article 2 (Contract Price) of the Contract Agreement by more than fifteen percent (15%), the Contractor may give a written notice of objection thereto prior to furnishing the Change Proposal as aforesaid. If the Employer accepts the Contractor’s objection, the Employer and the Contractor shall agree on specific rates for valuation of the change.

39.2.4 Upon receipt of the Change Proposal, the Employer and

the Contractor shall mutually agree upon all matters therein contained including agreement on rates if such rates are not available in the Contract or if the limit of 15% set forth in Clause 39.2.3 has been exceeded. Within fourteen (14) days after such agreement, the Employer shall, if it intends to proceed with the Change, issue the Contractor with a



Change Order.

If the Employer is unable to reach a decision within fourteen (14) days, it shall notify the Contractor with details of when the Contractor can expect a decision.



If the Employer decides not to proceed with the Change for whatever reason, it shall, within the said period of fourteen (14) days, notify the Contractor accordingly.

39.2.5 If the Employer 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 Employer 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 sixty (60) days from the date of issue of the Pending Agreement Change Order, then the matter may be referred to the Adjudicator in accordance with the provisions of GCC Sub-Clause 6.1 (Adjudicator).

39.3 Changes Originating from Contractor

39.3.1 If the Contractor proposes a Change pursuant to GCC Sub-Clause 39.1.2, the Contractor shall submit to the Project Manager a written “Application for Change Proposal,” giving reasons for the proposed Change and including the information specified in GCC Sub-Clause 39.2.1.

Upon receipt of the Application for Change Proposal, the parties shall follow the procedures outlined in GCC Sub-Clauses 39.2.4 and 39.2.5

40. Extension of Time 40.1 The Time(s) for Completion specified in the SCC shall be

extended, if for Completion 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 Facilities as provided in GCC Clause 39 (Change in the Facilities)



(b) any occurrence of Force Majeure as provided in GCC Clause 37 (Force Majeure), unforeseen conditions as provided in GCC Clause 35 (Unforeseen Conditions), or other occurrence of any of the matters specified or referred to in paragraphs (a), (b) and (c) of GCC Sub-Clause 32.2

(c) any suspension order given by the Employer under GCC

Clause 41 (Suspension) hereof or reduction in the rate of progress pursuant to GCC Sub-Clause 41.2 or

(d) any changes in laws and regulations as provided in GCC

Clause 36 (Change in Laws and Regulations) or BARH SUPER THERMAL POWER PROJECT PAGE

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(e) any default or breach of the Contract by the Employer, specifically including failure to supply the items listed in Appendix 6 (Scope of Works and Supply by the Employer) to the Contract Agreement, or any activity, act or omission of any other contractors employed by the Employer or

(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.

40.2 Except where otherwise specifically provided in the Contract, the

Contractor shall submit to the Project Manager a notice of a claim 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 notice and supporting particulars of the claim, the Employer and the Contractor shall agree upon the period of such extension. In the event that the Contractor does not accept the Employer’s estimate of a fair and reasonable time extension, the Contractor shall be entitled to refer the matter to the Adjudicator, pursuant to GCC Sub-Clause 6.1 (Adjudicator).

40.3 The Contractor shall at all times use its reasonable efforts to

minimize any delay in the performance of its obligations under the Contract.

41. Suspension 41.1 The Employer/ Project Manager may, by notice to the Contractor, order the

Contractor to suspend performance of any or all of its obligations under the Contract. Such notice shall specify the obligation of which performance is to be suspended, the effective date of the suspension and the reasons therefor. The Contractor shall thereupon suspend performance of such obligation (except those obligations necessary for the care or preservation of the Facilities) until ordered in writing to resume such performance by the Project Manager/ Employer.



If, by virtue of a suspension order given by the Project Manager/Employer, other than by reason of the Contractor’s default or breach of the Contract, the Contractor’s performance of any of its obligations is suspended for an aggregate period of more than ninety (90) days, then at any time thereafter and provided that at that time such performance is still suspended, the Contractor may give a notice to the Project Manager requiring that the Employer shall, within twenty-eight (28) days of receipt of the notice, order the resumption of such performance or request and subsequently order a change in the facilities in accordance with GCC Clause 39 (Change in the Facilities), excluding the performance of the suspended obligations from the Contract.

If the Employer fails to do so within such period, the Contractor may, by a further notice to the Project Manager, elect to treat the suspension, where it affects only a part of the Facilities, as a deletion of such part of



the facilities in accordance with GCC Clause 39 (Change in the Facilities) or, where it affects the whole of the Facilities, as termination of the Contract under GCC Sub-Clause 42.1 (Termination for Employer’s Convenience).

41.2 If

(a) the Employer has failed to pay the Contractor any sum due

under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to Appendix 1 (Terms and Procedures of Payment) to the Contract Agreement, or commits a substantial breach of the Contract, the Contractor may give a notice to the Employer that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the breach and requires the Employer to remedy the same, as the case may be. If the Employer fails to pay such sum, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, or fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Contractor’s notice or

(b) the Contractor is unable to carry out any of its obligations

under the Contract for any reason attributable to the Employer, including but not limited to the Employer’s failure to provide possession of or access to the Site or other areas in accordance with GCC Sub-Clause 10.2, or failure to obtain any governmental permit necessary for the execution and/or completion of the Facilities;

then the Contractor may by fourteen (14) days’ notice to the Employer suspend performance of all or any of its obligations under the Contract, or reduce the rate of progress.



41.3 If the Contractor’s performance of its obligations is suspended or the rate of progress is reduced pursuant to this GCC Clause 41, then the Time for Completion shall be extended in accordance with GCC Sub-Clause 40.1, and any and all additional costs or expenses incurred by the Contractor as a result of such suspension or reduction shall be paid by the Employer to the Contractor in addition to the Contract Price, except in the case of suspension order or reduction in the rate of progress by reason of the Contractor’s default or breach of the Contract.

41.4 During the period of suspension, the Contractor shall not remove

from the Site any Plant and Equipment, any part of the Facilities or any Contractor’s Equipment, without the prior written consent of the Employer.

42. Termination 42.1 Termination for Employer’s Convenience

42.1.1 The Employer may at any time terminate the Contract for any reason by giving the Contractor a notice of termination that refers to this GCC Sub-Clause 42.1.



42.1.2 Upon receipt of the notice of termination under GCC Sub-Clause 42.1.1, the Contractor shall either immediately or upon the date specified in the notice of termination

(a) cease all further work, except for such work as the

Employer may specify in the notice of termination for the sole purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition

(b) terminate all subcontracts, except those to be

assigned to the Employer pursuant to paragraph (d)(ii) below

(c) remove all Contractor’s Equipment from the Site,

repatriate the Contractor’s and its Subcontractors’ personnel from the Site, remove from the Site any wreckage, rubbish and debris of any kind, and leave the whole of the Site in a clean and safe condition

(d) In addition, the Contractor, subject to the payment

specified in GCC Sub-Clause 42.1.3, shall

(i) deliver to the Employer the parts of the Facilities executed by the Contractor up to the date of termination

(ii) to the extent legally possible, assign to the

Employer all right, title and benefit of the



Contractor to the Facilities and to the Plant and Equipment as at the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors

(iii) deliver to the Employer all non-proprietary

drawings, specifications and other documents prepared by the Contractor or its Subcontractors as at the date of termination in connection with the Facilities.

42.1.3 In the event of termination of the Contract under GCC

Sub-Clause 42.1.1, the Employer shall pay to the Contractor the following amounts:

(a) the Contract Price, properly attributable to the

parts of the Facilities executed by the Contractor as of the date of termination

(b) the costs reasonably incurred by the Contractor in the

removal of the Contractor’s Equipment from the Site and in

the repatriation of the Contractor’s and its Subcontractors’

personnel



(c) any amounts to be paid by the Contractor to its Subcontractors in connection with the termination of any subcontracts, including any cancellation charges

(d) costs incurred by the Contractor in protecting the

Facilities and leaving the Site in a clean and safe condition pursuant to paragraph (a) of GCC Sub-Clause 42.1.2

(e) the cost of satisfying all other obligations,

commitments and claims that the Contractor may in good faith have undertaken with third parties in connection with the Contract and that are not covered by paragraphs (a) through (d) above.

42.2 Termination for Contractor’s Default

42.2.1 The Employer, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a notice of termination and its reasons therefor to the Contractor, referring to this GCC Sub-Clause 42.2:

(a) if the Contractor becomes bankrupt or insolvent, has

a receiving order issued against it, compounds with



its creditors, or, if the Contractor is a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Contractor takes or suffers any other analogous action in consequence of debt

(b) if the Contractor assigns or transfers the Contract

or any right or interest therein in violation of the provision of GCC Clause 43 (Assignment).

(c) if the Contractor, in the judgement of the

Employer has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.

For the purpose of this Sub-Clause :

"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.

"fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execu-tion of a contract to the detriment of the Employer and includes collusive practice among Bidders (prior to or after bid submission) designed to establish bid prices at artifi-


(3x660 MW) 58 OF 63


cial non-competitive levels and to deprive the Employer of the benefits of free and open competition.

42.2.2 If the Contractor

(a) has abandoned or repudiated the Contract

(b) has without valid reason failed to commence work on

the Facilities promptly or has suspended (other than pursuant to GCC Sub-Clause 41.2) the progress of Contract performance for more than twenty-eight (28) days after receiving a written instruction from the Employer to proceed

(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

(d) refuses or is unable to provide sufficient materials,



services or labor to execute and complete the Facilities in the manner specified in the program furnished under GCC Clause 18 (Program of Performance) at rates of progress that give reasonable assurance to the Employer that the Contractor can attain Completion of the Facilities by the Time for Completion as extended

then the Employer 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 Employer may terminate the Contract forthwith by giving a notice of termination to the Contractor that refers to this GCC Sub-Clause 42.2.

42.2.3 Upon receipt of the notice of termination under GCC Sub-

Clauses 42.2.1 or 42.2.2, the Contractor shall, either immediately or upon such date as is specified in the notice of termination,

(a) cease all further work, except for such work as the

Employer may specify in the notice of termination for the sole purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition


assigned to the Employer pursuant to paragraph (d) below

(c) deliver to the Employer the parts of the Facilities

executed by the Contractor up to the date of termination



(d) to the extent legally possible, assign to the Employer all right, title and benefit of the Contractor to the Works and to the Plant and Equipment as at the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors

(e) deliver to the Employer all drawings, specifications

and other documents prepared by the Contractor or its Subcontractors as at the date of termination in connection with the Facilities.

42.2.4 The Employer may enter upon the Site, expel the

Contractor, and complete the Facilities itself or by



employing any third party. The Employer may, to the exclusion of any right of the Contractor over the same, take over and use with the payment of a fair rental rate to the Contractor, with all the maintenance costs to the account of the Employer and with an indemnification by the Employer for all liability including damage or injury to persons arising out of the Employer’s use of such equipment, any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Employer considers expedient for the supply and installation of the Facilities.

Upon completion of the Facilities or at such earlier date as the Employer thinks appropriate, the Employer shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site.

42.2.5 Subject to GCC Sub-Clause 42.2.6, the Contractor shall be

entitled to be paid the Contract Price attributable to the Facilities executed as at the date of termination, the value of any unused or partially used Plant and Equipment on the Site, and the costs, if any, incurred in protecting the Facilities and in leaving the Site in a clean and safe condition pursuant to paragraph (a) of GCC Sub-Clause 42.2.3. Any sums due to the Employer from the Contractor accruing prior to the date of termination shall be deducted from the amount to be paid to the Contractor under this Contract.

42.2.6 If the Employer completes the Facilities, the cost of

completing the Facilities by the Employer shall be determined.

If the sum that the Contractor is entitled to be paid, pursuant to GCC Sub-Clause 42.2.5, plus the reasonable costs incurred by the Employer in completing the Facilities, exceeds the Contract Price, the Contractor shall be liable for such excess.



If such excess is greater than the sums due to the Contractor under GCC Sub-Clause 42.2.5, the Contractor shall pay the balance to the Employer, and if such excess is less than the sums due to the Contractor under GCC Sub-Clause 42.2.5, the Employer shall pay the balance to the Contractor.

The Employer and the Contractor shall agree, in writing, on the computation described above and the manner in



which any sums shall be paid.

42.3 Termination by Contractor 42.3.1 If

(a) the Employer has failed to pay the Contractor any

sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to Appendix 1 (Terms and Procedures of Payment) of the Contract Agreement, or commits a substantial breach of the Contract, the Contractor may give a notice to the Employer that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the breach and requires the Employer to remedy the same, as the case may be. If the Employer fails to pay such sum, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Contractor’s notice, or

(b) the Contractor is unable to carry out any of its

obligations under the Contract for any reason attributable to the Employer, including but not limited to the Employer’s failure to provide possession of or access to the Site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the Facilities which the Employer is required to obtain as per provision of the Contract or as per relevant applicable laws of the country,

then the Contractor may give a notice to the Employer thereof, and if the Employer has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Contractor is still unable to carry out any of its obligations under the Contract for any reason attributable to the Employer within twenty-eight (28) days of the said notice, the Contractor may by a further notice to the Employer referring to this GCC Sub-Clause 42.3.1, forthwith terminate the Contract.

42.3.2 The Contractor may terminate the Contract forthwith by

giving a notice to the Employer to that effect, referring to this GCC Sub-



Clause 42.3.2, if the Employer becomes bankrupt or insolvent, has a receiving order issued against



it,compounds with its creditors, or, being a corporation, if a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Employer takes or suffers any other analogous action in consequence of debt.

42.3.3 If the Contract is terminated under GCC Sub-Clauses

42.3.1 or 42.3.2, then the Contractor shall immediately

(a) cease all further work, except for such work as may be necessary for the purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition


assigned to the Employer pursuant to paragraph (d)(ii)

(c) remove all Contractor’s Equipment from the Site

and repatriate the Contractor’s and its Subcontractor’s personnel from the Site

(d) In addition, the Contractor, subject to the payment

specified in GCC Sub-Clause 42.3.4, shall

(i) deliver to the Employer the parts of the Facilities executed by the Contractor up to the date of termination

(ii) to the extent legally possible, assign to the

Employer all right, title and benefit of the Contractor to the Facilities and to the Plant and Equipment as of the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors

(iii) deliver to the Employer all drawings,

specifications and other documents prepared by the Contractor or its Subcontractors as of the date of termination in connection with the Facilities.

42.3.4 If the Contract is terminated under GCC Sub-Clauses

42.3.1 or 42.3.2, the Employer shall pay to the Contractor all payments specified in GCC Sub-Clause 42.1.3, and reasonable compensation for all loss or damage sustained by the Contractor arising out of, in connection with or in consequence of such termination.





42.3.5 Termination by the Contractor pursuant to this GCC Sub-Clause 42.3 is without prejudice to any other rights or remedies of the Contractor that may be exercised in lieu of or in addition to rights conferred by GCC Sub-Clause 42.3.

42.4 In this GCC Clause 42, the expression “Facilities executed” shall

include all work executed, Installation Services provided, anÿ or all Plant and Equipment acquired (or subject to a legally binding obligation to purchase) by the Contractor and used or intended to be used for the purpose of the Facilities, up to and including the date of termination.

42.5 In this GCC Clause 42, in calculating any monies due from the

Employer to the Contractor, account shall be taken of any sum previously paid by the Employer to the Contractor under the Contract, including any advance payment paid pursuant to Appendix 1 (Terms and Procedures of Payment) to the Contract Agreement.

43. Assignment 43.1 The Contractor shall not, without the express prior written consent of the

Employer, assign to any third party the Contract or any part thereof, or any right, benefit, obligation or interest therein or thereunder, except that the Contractor shall be entitled to assign either absolutely or by way of charge any monies due and payable to it or that may become due and payable to it under the Contract.




SECTION – V

TECHNICAL SPECIFICATION



SECTION - V

RITES LIMITED

TECHNICAL SPECIFICATIONS FOR

HYDRAULIC RERAILING EQUIPMENT

SPECIFICATION NO: RITES/NTPC/BARH/HRRE/2015 1.0 PURPOSE FOR WHICH REQUIRED AND CAPABILITY: 1.1 The re-railing equipment is required for clearance and re-railing of railway vehicles

derailed from railway track safely, reliably, precisely and speedily. The equipment should be capable of re-railing and clearance of rolling stock i.e. railway diesel and electric locomotives, goods wagons and other type of rolling stock of Broad Gauge (1676 mm gauge).

1.2 The consignee in the first stage shall be using Broad Gauge Diesel Locomotives &

Wagons as per broad dimensions and specifications given hereunder. However, the re-railing equipment should be so designed to handle other type of stocks also:

1.2.1 Diesel Locomotives: a) Make : DLW b) Model : WDG3A, 3100 H.P c) Bogie Type : CO-CO d) Gauge : 1676 mm e) Overall length : 19132 mm (over buffer beams) f) Overall Width : 3016 mm g) Overall Height : 4250 mm h) Distance between Pivot Centres: 1725 mm. i) Height (rail level to top of under frame): 1779 mm j) Buffer Height (rail level to centre of buffer): 1090 mm

k) Total Weight (with fill of oil) : 123600 Kgs. (123.6 Tonnes)

Note: The parameters/dimensions given above are approximate and based on design drawings. In actual there may be some variation.

1.2.2 Goods Wagon:

b) Model : BOXN TYPE & BOBR (Hopper type bottom opened wagon) of Indian Railways

c) Gauge : 1676 mm 1.3 The equipment should be tropicalised for use under Indian climatic conditions and

suitable for working up to an ambient temperature of 52 degree C and 100% relative humidity. The material used for manufacture of the equipment should not get corroded /rusted or develop fungus during its entire life.

1.4 The petrol enginel powered re-railing equipment should be of reliable and robust

design, able to withstand manual handling while moving it from place to place. The rerailing equipment is meant to be used at the site of derailment/accident and it is



required to be low weight and portable. The equipment should be such that it can be transferred by minimum of manual labour.

1.5 The equipment shall be easy to dismantle for any adjustments and repairs and have

adequate features incorporated to protect the drive and control instrument to the extent possible from heavy rains and dust prevalent in the area of operation.

1.6 Adequate safety devices to prevent failure and/or bursting of equipment in service must be provided. Details of the safety features should be indicated in the offer.

2.0 SCOPE OF SUPPLY 2.1 The specification covers the requirements of design, manufacturing, supply and

delivery including commissioning into service of hydraulic re-railing equipment to be used primarily for lifting railway goods wagons and locomotives in the event of derailment/accident. The equipment shall have specific characteristics as given hereunder. The supply shall include all the equipments as detailed in the specifications and any other equipment essentially required to make the equipment fully operational.

2.2 Bidder should quote price for complete set of re-railing equipment. The set shall

consist of the following items whose cost shall be quoted individually also. Clause No

Description & Technical Features Qty.

2.2.1 Power Unit – Pump Set with Petrol Engine The hydraulic pump should be portable type, driven with suitable petrol engine. The Power unit shall be light weight, robust, capable of all the operations of the re-railing devices from the same pump set connected through control table. The power unit shall be provided with safety features like over load pressure shut-off and pressure relief valve, suitable locking arrangement in case of bursting/rupture of hoses or pump failure etc. The broad specifications shall be: i) Hydraulic pump generating pressure: at least 300 bar ii) Hydraulic pump output: To meet the maximum requirement of jacks

required at a time, within short span. Oil delivery per minute should be indicated in the offer.

iii) Petrol engine motor output: 11HP (Minimum) iv) Total weight (dry, without oil) of Power Unit Assembly: Shall be low

(but not be more than 110 Kgs). The Total weight of Power Unit Assembly, Petrol Engine Motor output, Fuel Tank capacity, Hydraulic Pump output, Hydraulic Oil Sump capacity and Hydraulic circuit diagram should be furnished/indicated in the offer.

1 No.

2.2.2 Control Table: The control table shall be portable type single unit from where all the rerailing operations shall be controlled. The control table should accommodate 4 (four) control valves (hand lever) to control simultaneous and independent operation of hydraulic jacks and traversing unit for lowering, lifting and for horizontal traversing. The control table should be provided with suitable pressure gauge(s), safety valve(s) and dead man control to ensure that control valves goes to neutral as soon as the same is released. Control levers shall be of sufficient length for easy operation and to ensure extremely sensitive and precise traverse and lifting movement.

1 No



It should be possible to increase the number of hydraulic connections by using distribution valve(s).

2.2.3 High & Low Pressure Hose Pipes: Should be of reputed make fitted with suitable couplings and oil-retaining valves at both ends for easy connection and disconnection by hand without any loss of oil. The hose pipe should be capable of withstanding a test pressure equivalent to double the operating pressure. The high pressure hoses should be armoured type provided with dust caps. The hoses should be capable of coupling together to increase the length of hoses. The coupling points of hoses on the power operated hydraulic pump, the hand pump and all the re-railing devices shall be clearly marked and colour coded, for pressure and return lines. The coupling should have safety valve which will be actuated if there is any sudden change of pressure in the system due to bursting of hose etc so that jack under operation does not retract suddenly to avoid any damage.

(should be

offered against clause 2.2.3.1, 2.2.3.2

& 2.2.3.3)

2.2.3.1 High Pressure Hydraulic Hose Pipes (DIN 20022 and SAE 100 R2) inclusive of couplings, for connection between Control Table and Lifting Cylinders/Jacks - Length :10 Metre

5 sets

2.2.3.2 High Pressure Hydraulic Hose Pipes (DIN 20022 and SAE 100 R2) inclusive of couplings, for connection between Power Unit and Control Table - Length :10 Metre

4 Nos

2.2.3.3 High Pressure & Low Pressure Hose Pipes (if required) for any other connections to operate any other equipment

1 Set

2.2.4 Hydraulic Telescopic Jacks complete with Base Plate : Hydraulic Jacks should be of telescopic construction to have long piston strokes but small closed height. The jacks shall be produced from a high strength light metal alloy. The cylinder shall be forged to shape from high-strength aluminum alloy. The equipment should be heat treated to ensure complete homogeneous and rigid structure. The piston shall preferably be made of same alloy or steel and an extremely hard surface treatment shall be employed to achieve long service life and superior wear resistance. Hydraulic telescopic jacks shall incorporate safety measures like overload protection relief valves, flame proof protection, hydraulic locking against bursting of pipes, protection against slipping of jacks and load from jacks . The extended pistons of the lifting jacks should be repressed very quickly back to their initial position with full operating pressure, either by a motor driven suction unit fitted on the pump or by re-pressure system, thus making the jacks immediately ready for a new operation. Each jack should be provided with hydraulically releasable return valve for securing the piston of the lifting jacks against accidental lowering in case of a possible failure/bursting of a hose pipe.

The jack should be with adequate base to provide stability. Where the jacks are to be used with a separate base plate the weight and thickness of the base plate should be indicated in the offer.

(Shall be offered against clause 2.2.4.1, 2.2.4.2 & 2.2.4.3)

Hydraulic Telescopic Jacks complete with Base Plate Force (KN) Closed Height Lift Weight Qty.

2.2.4.1 Piston 1 1000 KN Minimum Piston 2

425 mm Maximum

400 mm Minimum

With in 80 Kg

2 Nos



500 KN Minimum

2.2.4.2 Piston 1 1000 KN Minimum Piston 2 500 KN Minimum

250 mm Maximum

175 mm Minimum

With in 60 Kg

2 Nos.

2.2.4.3 Piston 1 600 KN Minimum Piston 2 250 KN Minimum

450 mm Maximum

450 mm Minimum

With in 60 Kg

2 Nos.

2.2.5 Rerailing Bridges: Rerailing Bridges are required for horizontal displacement of vehicles. Re-railing bridges should be manufactured out of high quality light metal alloy in hollow body extruded construction designed to ensure couplability of one bridge with another. The section of the bridges should be so chosen that over a freely supported length of 1.0M capacity should not be less than 500 KN when fully supported the bridges should be able to take a load of not less than 1000 KN. The load carrying capacity of the rerailing bridges should be tested at 1.25 times the stated capacity. The bridges should be so designed that they can be coupled together and each of the bridge should be provided with adequate number of handles for transporting it manually

(Shall be offered against clause 2.2.5.1 & 2.2.5.3)

2.2.5.1 Rerailing Bridge i) Length : 2.2 metres ii) Height not exceeding 200 mm iii)Width not exceeding 300 mm iv) Weight within 130 Kgs

1 No

2.2.5.2 Rerailing Bridge i) Length : 1.1 metres ii) Height not exceeding 200 mm iii)Width not exceeding 300 mm iv) Within 65 Kgs

1 No

2.2.6 Elements for connecting Rerailing Bridges Coupling complete for joining together two re-railing bridges mentioned in clause 2.2.5.1 & 2.2.5.2 should be offered

1 Set

2.2.7 Roller Carriage Complete For horizontal displacement of vehicles, roller car riages shall be used for traversing load on rerailing bridges. Rerailing bridges shall have well dimensioned rollers for easy lateral movement with little force and should permit unhindered running on individual and coupled rerailing bridges during lateral transportation. The top plates of the roller bridge should be hardened, well designed to compensate for radial forces and slight arc movement. Also should be able to prevent unrolling of roller carriage at a little inclination of bridges. The control of traversing should also be from control table. Arrangement may be provided to couple two carriages through a distance bar with length adjustable from 800 mm to 1500 mm. i) Loading capacity: Not less than 600 KN ii)Construction height (with top plates): Within 14 0 mm (The roller carriage offered should be complete in all respects. Details of should be furnished in the offer)

2 Nos.



2.2.8 Adjustable Distance Bars for Roller Carriages Distance bars (adequate numbers as per design) with adjustable length from 1000 mm to 1800 mm should be provided to couple/ connect two roller carriages.

1 Set

2.2.9 Double Actin g Traversing Unit Complete Hydraulic double acting, traversing unit/jack complete, shall be offered. The traversing unit/jack shall allow lateral movement (pushing and pulling) of lifted loads during lateral movement in both directions over the entire length of the rerailing bridge. The control from the control table shall be provided. All the other accessories required to make the traversing unit to work safely shall be offered. Details of the system offered should be explained in the offer.The jack should be to following specifications. i) Effective Pushing Force : Minimum 120 KN ii)Effective Pulling Force : Minimum 55 KN iii) Stroke: Minimum 300 mm.

1 No.

2.2.10 Double Acting Hand Pump The hydraulic hand pump shall be light weight, portable and two stage automatic switchover type. The hand pump should be suitable for operating one or two jacks simultaneously & independently with an oil container. The hand pump is required for operating one or two units at difficult locations as such small size and low weight pump would be preferred. The weight with oil, storing capacity of oil, oil out put rate etc should be indicated in the offer.

1 No

2.2.11 Axle Pusher complete with Jack and Piston Guard Axle pusher to be used with the suitable hydraulic jack is required to move a vehicle wheel resting on the rail track by its flange.

1 No

2.2.12 Hose Connectors for extension of Hose Pipes (Required for lengthening hoses without any loss of oil.)

06 Nos.

2.2.13 Single Counter Support for shifting Cylinders , if re quired 1 No. 2.2.14 Tool Box with Tools for Operation & Maintenance

List of tools with quantity offered should be provided in the offer. 1 set

2.2.15 Standard/Concomitant Accessories: Any other accessory considered essential to make the above rerailing equipment workable/operational shall be offered. List of such items with quantity should be included in the offer. However, item wise price should be given separately also.

1 Set

Note: The above items indicated in clause 2.2 will comprise one set of equipment. Total cost of one set as well as individual price o f each of the above items should be quoted separately also. 2.3 OPTIONAL ACCESSORIES The following items shall be quoted for as optional accessories on CIP destination

basis. Their cost shall not be included in the basic price of equipment detailed at 2.2 above. These items may or may not be ordered.

Clause No

Description Qty.

2.3.1 Power Unit – Pump Set with Diesel Engine The diesel driven engine should be a substitute for petrol engine specified in clause 2.2.1 and shall be capable of meeting all the requirement of rerailing equipment.

1 No.



2.3.2 Rerailing bridge – 3.3 Metres length (offer to be compatible with 2.2.5) 1 No 2.3.3 Pulling Equipment

Pulling equipment shall consist of pulling jack of 200 to 250 KN capacity, holding rope, pulling rope, and rail attachment suitable for the Broad Gauge track gauge (1676 mm).

1 No

2.3.4.

Distributor Valve Complete The distributor valve is required for connecting one more cylinder to the control desk. The distributor valve should preferably have throttle function to provide simultaneous lifting speed of two cylinders even at unequal load distribution.

1 No

2.3.5 Any other accessory/accessories which in the opinion of the bidder contribute for better safety and utility of basic equipment may be quoted for separately indicating their advantages.

3.0. SPECIFIC CHARACTERISTICS : 3.1 The equipment offered should be compatible, reliable and safe to operate the entire

system by single operator from the control table. 3.2 The equipment offered should be light weight, robust construction and shall have low

maintenance costs. 3.3 The jacks operation should be jerk free and should have high stability even under

load. The coupling/uncoupling should be fast and quick and shall be possible under load. There should be protection of the jacks against overload or incorrect operation.

3.4 The hydraulic system shall have automatic overload relief valve to overcome

excessive pressure due to any reason, surges etc. In case of rupture of high pressure hoses and/or hydraulic pump failure, the equipment shall be provided with suitable locking arrangement.

3.5 Adequate safety features for protection of man and equipment should be provided. Details of various safety features provided should be furnished in the offer.

3.6 Tenderer should ensure that indigenously available hydraulic oil can be used. 3.7 Tenderer should clearly indicate in the offer list of indigenous and imported items

used for the manufacture of the rerailing equipment offered. 4.0 TECHNICAL LITERATURE: 4.1 Technical literature, drawings and sketch of each of the item offered indicating

dimensions; weight and technical details should be submitted with the offer. 4.2 One copy of the printed illustrative catalogue showing features of the equipment and

its elements must be enclosed with each copy of the bid. 4.3 Successful tenderer will have to furnish, for each equipment 3 copies of spare parts

catalogue giving the part list number of each component with exploded views and assembly drawings, maintenance manual, trouble shooting guide, operational manual of the equipment to the consignee directly within 3 months of placement of Contract. The bidder should provide a list of literature they will supply along with equipment. One copy of these manuals etc. shall be sent directly to GGM (RW&IE)/RITES. The technical literature shall be provided for complete equipment including imported and indigenously purchased components/subassemblies.



5.0 SPARES: 5.1 The tenderer should quote on CIP destination price basis, apart from main

equipment, separately for the mandatory spares as well as for recommended spares required for two years’ normal operation and maintenance. The rates for each of the item of spares should be indicated separately also. The Purchaser reserves the right to order any or all the spares as quoted in quantity considered reasonable by him at the prices quoted by the tenderer and on the terms and conditions quoted for the main equipment. The responsibility of the tenderer under the Warranty Clause will not be diluted in any way on this account.

5.2 List of recommended spares should cover complete range of mechanical, electrical,

electronics and hydraulic equipments (including controls) shall be furnished. A complete catalogue giving the part list number of each component and assembly drawings shall also be provided per unit in duplicate.

5.3 The manufacturer shall certify that the spares shall be made available as requested

by the consignee for the entire life of the equipment. The tenderer shall indicate what facilities exist to ensure a ready availability of spare parts in India.

6.0 AFTER SALES SERVICE: 6.1 The tenderer shall undertake to provide product support for a minimum of 10 years

after expiry of warranty period. Product support must essentially include availability of spares and maintenance back-up. For establishing this in the tenders, the tenderer shall clearly spell out in the offer the facilities available with him or his agent for providing adequate after-sales service anywhere in India during warranty and post warranty periods. Tenderer shall also indicate the service organisation located at various places in India and the availability of trained staff, maintenance spares etc. at different centres in the country.

7.0 ANNUAL MAINTENANCE CONTRACT: 71 The bidder must quote for annual maintenance charges including capital, normal and

consumable spares price for each set for a period of 5 year after expiry of warranty period. The annual maintenance contract shall include besides breakdown attentions, bi-annual inspection and testing at site as necessary for the equipment. The cost of AMC shall not be taken for commercial evaluation.

8.0 DEVIATIONS: 8.1 The tenderer should certify that the equipment offered fully meets the specifications.

Various design features incorporated in equipment to fulfill different technical and performance requirements should be fully explained in the offer. However, minor deviations from this specification, which do not affect or in any way interfere with the stipulated performance standards, or would result in improved safety/reliability or would reduce recurring maintenance/operating cost of the equipment, can be considered for acceptance. The tenderer in such eventuality, shall clearly indicate the details of the deviations and there implications.

9.0 INSPECTION OF EQUIPMENT AND TESTING:



9.1 The supplier shall submit Quality Assurance Plan being followed at the manufacturer’s works. However, supplier shall formulate a Quality Assurance Plan (QAP) to be followed during the manufacture of the system. The QAP shall among' other items, specify the tests/checks that will be exercised during each stage of manufacture of the equipment to ensure that – a) The prescribed quality of material is being used b) The workmanship is of the desired standard c) The desired levels of accuracy and finish are being achieved.

9.2 QAP shall lay down the test procedure to be followed for finished product, such as

power pack, jacks, control equipment, lifting devices etc. Facilities for testing' these equipments shall also be made available.

9.3 The recommended testing procedure needed at the time of procurement of bought

out items/components shall be furnished. 9.4 The supplier shall provide all facilities for periodic audit checks to be conducted by

the representative of purchaser in order to satisfy the purchaser about adherence to the QAP.

9.5 The supplier shall arrange to provide at his own cost, all equipment/facilities for audit

checks. During audit checks which will be conducted before acceptance of the equipment, there after at periodic intervals, to be decided by the purchaser, the following special equipment/facilities will be required.

a) A metrology laboratory with facilities for accurate measurement of dimensions and

surface finish. b) Accurate weighment system to ascertain the weight of items. Maker's test certificate of important it ems such as hoses, slings etc. shall be

furnished. Final inspection and acceptance test 1. Dimensional check. 2. Mechanical functioning test. 3. Rated load and over load test etc.

9.6 The cost of all inspection and testing as required by the purchaser or his

representative will be borne by the supplier. 9.7 In case of imported equipment or accessories offered, the quantity and physical

inspection will be carried out in warehouse of supplier/tenderer in India. However, manufacturer’s in-house tests and QAP check results and certificates as mentioned above shall be provided. Also 3 original certificates from Quality Assurance Department (QA) department of the manufacturer that material have been passed. Successful bidder shall produce Test Certificate and Guarantee Certificate of the manufacturer to the inspecting authority.

10.0 INSTALLATION COMMISSIONING AND PROVING TEST S 10.1 The contractor or his agent would be required to carry out a joint check at the

consignee's end, along with the consignee before unpacking is done, to avoid subsequent complaints regarding short shipment/transit damages. It is necessary that this joint inspection be done immediately on receipt of the equipment by consignee to avoid commissioning delays due to shortages/transit damages.



10.2 Any material/accessories found to be damaged at the time of receipt will not be accepted and shall have to be replaced by goods free of cost after being duly inspected.

10.3 The Contractor/Supplier shall arrange installation and commissioning of the

machine/equipment by their own personnel/staff (including technical experts and supervision. Adequate number of technical experts and personnel/staff should be made available so that the installation & commissioning delays are eliminated. Such personnel will be required to be present immediately as soon as the machine/equipment has been received at the site.

10.4 The Contractor or his agent shall normally commission the machine/equipment within

30 days of arrival/delivery at site/consignee’s end or as indicated in the contract. However, where installation requires construction of foundation at site the commissioning within the period permitted/indicated in the contract for respective equipment.

10.5 The machine/equipment performance and capability shall be demonstrated by

contractor or his agent after successful commissioning at the ultimate consignee's works to the satisfaction of the owner/user. Thereafter the equipment performance shall be watched by the user/owner/consignee for a period of one month before the final proving test certificate (PTC) is issued.

10.6 The manufacturer is required to prove out the claimed capability at the consignee's premises also after commissioning.

10.7 If an assembly/sub-assembly requires to be taken back to the manufacturer's

premises for repairs/replacement either before commissioning or during warranty, the manufacturer or his agent would be required to submit an Indemnity Bond. In case the entire equipment has to be taken back, a Bank Guarantee would have to be submitted. The Indemnity Bond/Bank Guarantee should be of adequate value so as to cover the cost of the assembly/sub-assembly/paid up cost of the equipment.

11.0 TRAINING: 11.1 Technical experts of the supplier/manufacturer during - commissioning of machine/

equipment will fully and adequately train operating and maintenance staff nominated by the Owner and/or Purchaser. The contractor should arrange for supply of at least 3 CD’s showing the procedure for operation/maintenance and regarding equipment.

12.0 REFERENCE:

12.1.1 The tenderer should provide satisfactory evidence acceptable to the purchaser, to show that he is a manufacturer/authorized agent/dealer and has adequate plant and manufacturing capacity and has a "Quality assurance programme". He should furnish a performance statement as per format given below.

12.1.2 Tenderer should have sold and commissioned at least minimum 40 sets of similar/same Hydraulic re-railing equipments during last 5 years from the date of opening of tender.

The tenderer should furnish a statement giving a list of 40 sets of Hydraulic re-railing equipments supplied by them during last 5 years, as per the following format. Available Commissioning/ Performance certificates from consignees shall also be submitted.



S.No

P.O. No. & Date

Consignees Name, address & Contact person details Phone no./ fax no./ e-mail etc.

Set of Hyd. Re-railng Equipment

Date of commissioning/ supply

12.1.3 Tenderer should submit Performance certificates from the users to establish that at least 05 same/similar equipment are working successfully for minimum of one year period from the date of successful commissioning as on opening of date of bid.

12.2 In the absence of the above information (required vide clause 12.1.1 & 12.1..2), the tender is liable to be rejected.

Important Notice: Tenderers are required to give clause-by-clause comments confirming compliance/non-compliance, deviations etc. to avoid back references. Offers are likely to be ignored in case of non-compliance of these instructions.

Annexure – V

SPECIFICATION NO.: RITES/IE/NTPC-BARH/HRRE/2015

FORMAT FOR TIME SCHEDULE CHART

S. No

Activity Activity Code

Time Schedule Remarks, if any By Purchaser

Offered by Bidder

1 Issue of LOA D1 D D

2 Submission of PBG cum WBG By Successful Bidder

D2 D1+21 D1+_____

3 Issue of W/O by RITES after verification of PBG

D3 D2+15 NA

4 Opening of LC D4 Not applicable NA

9 Supply of equiments at site

D5 D3 + 150 days

D3 + _____

11 Prove Out and commissioning of machine

D6 D5 +30 days D5+ ------

12 Issue of Commissioning certificate/PTC

D7 D6 + 7 NA

13 Warranty D8

D7 + 1 years

D7 + 1 years

14. AMC D9 D8 + 5 years D8 + 5 years (If applicable) Summary

1. Supply at Site – 5 months (from the date of issue of W/O) 2. Installation & commissioning, proving out – 01 month

Total completion Period - 06 MONTHS



Annexure – VI

ANNUAL MAINTENANCE CONTRACT (See clause 7.0 of Technical Specification)

1. Tenderers are required to quote for a comprehensive Annual Maintenance Contract for the machine supplied against this specification, which will be inclusive of all spares, material and labour costs. The duties and taxes as applicable should be indicated separately. All consumables except Diesel/ fuel, lubricating oils or coolant shall form a part of the scope of comprehensive AMC.

2. AMC agreement for each installation will be signed between the consignee and the tenderer if opted for by the consignee. The detailed terms and conditions of AMC shall be as given in following clauses:

3. The duration of AMC shall be 5 years from the date of expiry of warranty. Rates for AMC shall be quoted by the tenderer on yearly basis which will remain applicable during the 5 years duration of AMC and not subject to any variation except any statutory changes in taxes and duties as compared to quoted rates.

4. The tenderer must confirm willingness to offer AMC services at all consignee locations without any preconditions.

5. The consignees must communicate their option to enter into AMC according to these terms and conditions atleast 30 days prior to expiry of warranty. The AMC agreement must be signed within 6 months from the date of expiry of warranty. In case the AMC agreement is not finalised within 6 months from the date of expiry of warranty, the tenderer may charge one-time initial inspection charges of upto 20% of quarterly AMC charges in addition to the rates quoted for AMC. In case, a diesel engine is used as the prime mover for machine under AMC, the firm may carry out an initial inspection of the engine prior to commencement of AMC. Repair of any defects noticed during the inspection will be a responsibility of the consignee.

6. The details of preventive maintenance services to be provided under AMC shall be provided by the tenderer in the following format. S.N. TYPE OF

PREVENTIVE SCHEDULE

PERIODICITY ITEMS TO BE CHECKED

ITEMS OF REPLACEMENT

EXPECTED PLANT DOWN TIME

Preventive maintenance shall be conducted on weekends through mutual agreement with the consignee. The preventive maintenance regime offered must be aimed at achieving minimum 90% uptime of the plant excluding the plant down time for preventive maintenance schedules.

7. The tenderer shall ensure that in case a failure is reported by a consignee’s qualified service engineers visit the site within 7 days from the date of complaint on calendar days’ basis. This period of 7 days after the failure report shall be treated as grace period, which will not count towards plant down time for upto one failure per quarter and a maximum of 4 failures per annum. Incase the number of failures exceed one during any quarter or four during any year of AMC, grace period of only 2 days will be permissible for such additional failures. Complaints shall be lodged by consignee by fax, e-mail or per bearer at address given by the tenderer. The responsibility to keep the failure reporting address details current will rest with the tenderer.

8. Incase preventive maintenance is carried out along with breakdown maintenance schedule; preventive maintenance time will be deducted from breakdown time of the plant.

9. Penalty Clause:Penalty shall be levied on the tenderer for maintaining plant up time below the limit of 90% calculated on working days basis, after discounting for grace period and preventive maintenance period. Penalty shall be calculated as %age of quarterly payment and will be deducted from the respective quarterly payments. Penalty calculation will be done over quarterly payment period. S.No. Availability Slab Applicable Penalty 1. 90% to 80% 0.5% for every 1% (or part there of) reduction in availability

of plant below 90%. 2. Below 80% 1% for every 1% (or part there of) reduction in availability

of plant below 80%. A Bank Guarantee equal to annual value of AMC will be submitted by the tenderer at the commencement of AMC, which will be returned on completion of AMC period. Incase the



tenderer fails to provide AMC services successfully, the AMC BG will be forfeited. This will be in addition to penalty as per clause 9 above.

10. Plant up time of less than 60% for two consecutive quarters will constitute complete failure of tenderer to provide the AMC services successfully, the AMC BG will be forfeited. This will be in addition to penalty clause 9 above for the period of actual performance.

11. Spares as per list recommended by bidder as given in bid document, will be kept by the consignee which may be used by the tenderer for performing repair & maintenance under warranty/AMC. However, all spares/items borrowed by the tenderer for warranty/AMC, shall be returned conveniently but not later than the last date of warranty period / end of next quarterly period of AMC respectively. Cost of out standing spares may be deducted from pending bills/Bank Guarantee by the consignee.

12. (a) In all cases of plant failure except as mentioned in clause 12(b), any other spare part or material necessary to restore the plant to proper working order will be arranged by the tenderer as a part of AMC. (b) In case of damage to the machine on account of any external factor, viz., floods, earthquake, fire, arson or sabotage, entire cost of spare parts and material necessary for repair of the plant shall be borne by the railways. However, the tenderer shall provide services of their engineers free of cost as a part of AMC to restore the plant to working order. (c) In case of damage to the plant as mentioned in para 12(b), any spare parts and material necessary to restore the plant to proper working order shall be arranged by the tenderer and charged on actual basis duly certified by authorized railway official in the next quarterly bills. The rates charged for such spare parts shall be based upon the current OEM’s published spare part rate list or current Railway’s rate list for spare parts of the OEM or spare part rates accepted by Purchaser in their latest AT for a similar machine. The tenderer shall furnish one of these documents to support the rates charged for spares used for repair under para 12(b).

13. Normally quarterly payment under AMC will be made to the tenderer within 30 days from the end of that quarter subject to submission of the following documents by the tenderer to the paying authority assigned by the consignee: a. Consignee’s certificate for work done as per proforma ‘A’ with calculation of down time

and penalty applicable. b. A certificate by consignee that no spare part is due with the tenderer as per clause 12

above. c. Bills submitted by the tenderer & accepted by consignee. d. Attested photocopy of the AMC BG.

14. The contract shall be determined in following ways: a. Notice in writing by either party, giving 3 months clear notice period. Dues, if any, will be

settled in accordance with the conditions of this agreement. b. Consignee may terminate the contract in the event of failure of tenderer to provide AMC

services in terms of clause 10 of the AMC agreement. 15. Other general conditions shall be governed by Bid Document as applicable to respective

RITES Letter of Award.. Proforma-A Consignee’s Certificate for Quarterly Work Done Under AMC 1. Name of Plant: 2. Consignee 3. RITES LOA No. 4. Name of /Contractor 5. Quarterly charges for AMC(Standard): Rs.______________

As per AMC agreement no.______________dt.___________ 6. Quarter for which bills are preferred:___________________

From:____________________To._______________________ 7. No. of Breakdown during the quarter: 8. Calculation of Penalty and Net AMC charges payable to /Contractor for the quarter:

i. Total Plant Down Time (in days): ii. Standard down days for preventive maintenance (in days/quarter): iii. Total grace period for break down: iv. Net down time for the plant [= (i)-{(ii)+(iii)}] : v. 100% Availability for the quarter (in days) : vi. Actual availability [= (v)-(iv)] : Actual availability in %age [= {(vi) / (v)}x 100]:



vii. Calculation of penalty: a. %age availability below 90% to 80%: b. %age availability below 80%: c. Penalty[={(vii a)x(5)x0.005 +(vii b)x(5)x0.01}]:

viii. Net amount payable as AMC charges to [=(5)-(vii c)]

It is certified that all spares borrowed by the for the previous quarter have been returned in good condition.



SECTION – VI

BID FORM AND PRICE SCHEDULE



BID FORM AND PRICE SCHEDULE

Group Group General Manager (RW & IE), RITES Limited, RITES Bhawan, Plot No. 1, Sector 29, Gurgaon – 122001 (Haryana), India. RITES Ltd. Tender No …………………………….. Due date of opening ………… 1.0 We…………………………………………hereby certify that we are established manufacturer /

authorised agents of M/s ………………………………………………………. with factory at ………………………… where the production methods, quality control and testing of the parts and materials manufactured or used by us are open to inspection by the representative of RITES Limited.

We hereby offer to supply and deliver (within the delivery period), commission, put into service and prove out as per schedule attached hereto:

2.0 It is hereby certified that we have understood the Instructions to Tenderers, Conditions of the

Contract attached to the tender and have thoroughly examined the technical specifications and are fully aware of the nature of stores required and our offer is to supply stores strictly in accordance with the requirements and to the terms of the tender. We also agree to solely abide by all the tender conditions if the contract is awarded to us.

3.0 We hereby offer to supply the stores detailed above or as you may specify in the Letter of

Award of the Contract at the price quoted and agree to hold this offer open for acceptance for a period of 180 days from date of opening of the tender.

4.0 Earnest Money for an amount equal to Rs……………. is enclosed in form of Bankers Cheque

/ Demand Draft bearing No……………………. issued by ………………………….. in favour of RITES Ltd. Payable at Gurgaon.

5.0 We posses the necessary industrial license from the Government of India for manufacturing/

marketing of the item offered (Details enclosed) OR

No industrial licence is required for manufacturing/ marketing of the item offered. 7.0 We are authorised agent of the manufacturer/principals M/s …………………………., whose

item we have offered. Letter of current and valid authority is enclosed as per Proforma – 2 . 8.0 We hereby declare that in quoting the above price, we have taken into account the entire

credit on inputs available under MODVAT scheme introduced w.e.f 1st March 1986 and further extended on more items till date.

9.0 We further agree to pass on such additional duties become available in future in respect to all

the inputs used in the manufacture of the final product on the date of supply under the MODVAT scheme by way of reduction of prices and advise the purchaser accordingly.

Date: ………………. Signature and Seal of the Tenderer

Note: 1. The offer must be submitted as per the above format. The prices should be both in figures

and words 2. In case of Turn Key basis contracts the desired rates should also be quoted. 3. No alterations or erasures in the offer are permitted. Any correction made in the offer

must be initialed by the tenderer.



PRICE SCHEDULE - 1

(All prices to be quoted only in Indian Rupees)

1 Item No 11

2 Description HYDRAULIC RE-RAILING EQUIPMENT

3 Specification RITES/IE/NTPC-BARH/HRRE/2015

4 Unit SET

5 Quantity 1 SET

(Figures both in figures and words)

6.1 Ex-works price

(A) *EX WORKS PRICE OF HYDRAULIC RE-RAILING EQUIPMENT including all standard / concomitant

accessories (Pl Refer note below sl.no. 2 & 6 also)

(pl. refer clause 2.2 of technical specification)(Bidder shall indicate break

up cost of each item and total cost of Hyd.Rerailing Equipment)

6.2 Excise Duty (@_____ % on_____)

6.3 Other Levies

6.4 Sales tax /VAT

(____%ge on ______)

6.5 Packing & forwarding charges

6.6 Freight charges to destination

6.7 Insurance Charges

6.8 Other Charges if any (should be specified clearly)

6.9 CIP Destination Price for HYDRAULIC RE-RAILING EQUIPMENT (Total of 6.1 to 6.8)

6.10 Discount if any

6.11 Net CIP Price after discount

7.0 Erection & commissioning charges (All inclusive of material, tools, labour



and supervision)

7.1 Erection & Commissioning Charges HYDRAULIC RE-RAILING EQUIPMENT

7.3 Training Charges (if any)

7.4 Service taxes/ any other taxes as applicable

( ______% on _______)

7.5 Total erection & commissioning charges (7.1 + 7.4)

8.0 Total cost of supply, erection & commissioning, Training etc.

(Total 6.11 + 7.5)

Note: 1 Please indicate “Not Applicable” whichever is not applicable.

2. *Ex-works cost of basic machine/equipment must include the cost of Standard/Concomitant Accessories. The ex-factory/ex-warehouse price should include all charges of finished good inclusive of RITES (Inspection Wing/QA Department) inspection fee.

3. Tenderers should note that discount quoted by them other than in specified column/space will not be taken into consideration for comparison/ evaluation purpose.

4. Cost of packing, forwarding, freight, insurance, training, erection& commissioning should be indicated specifically. In case the same is inclusive in the basic cost of crane or any other costs the quantum of the same (as included) should be clearly indicated.

5. Bidder shall fill rates against all the items ( 6.1 to 7.4). Items, against which no price is entered or entered “NIL” will not be paid extra when executed and shall be deemed to be covered by the prices quoted in other items.

6. *Inspection fee @ 1.0% of the basic cost + Taxes(ED ,CST etc.)of the supply value plus service tax on inspection fee should be included in the basic price of the machine/equipment.

7. NTPC will provide ‘Form-C’ to the contractor/suppl ier for availing Sales Tax Rebate wherever applicable. In case NTPC fails to provide form ‘C’, additional sales tax as paid by the contractor on account of non-issue of form ‘ C’ and will be reimbursed to the contractor by NTPC BARH on actual subject to produc tion of proof of payment of Sales Tax by the Contractor.

8. NTPC, BARH(STPP)shall issue “WAY BILL” to the supp lier as per BIHAR state COMMERCIAL TAX norms and Entry Tax(Extra) as appli cable at the time of supply ( approx. 8% of the total contract value)shall be pai d by the supplier. Entry tax if paid by NTPC BARH, the same shall be deducted from contract ors/suppliers payment against their running bills/invoice.

Signature and seal of the Tenderer