REF: SMLT/MMP/OT/403/3000001383 Dt.11/03/2014

ANNEXURE-III

COMMERCIAL TERMS AND CONDITIONS OF THE TENDER 1) PRICE:

Quotation shall be made on F.O.R Destination/Free Delivery at Site basis indicating Taxes, Duties, Levies, Packing, Forwarding and Freight charges etc., each indicated clearly and separately as per enclosed price bid format. Wherever the Taxes and Duties are not specifically indicated, the prices quoted will be presumed as inclusive of all Taxes & Duties and no statutory variation will be payable by NALCO. The rates of Taxes and Duties should be clearly mentioned. In case the terms & conditions of the offer are in deviation to the Tender, loading as specified in Tender will be done for evaluation of offer(s).

2) PRICE FIRMNESS:

Unless otherwise specified all prices quoted must remain firm except for statutory variation in taxes and duties during contractual delivery period. Any increase in taxes and duties after expiry of the delivery period will be to supplier’s account.

3) INSURANCE: Transit Insurance shall be arranged by Nalco, your rates for F.O.R. Destination (Angul) should be quoted without transit insurance charges & same should be indicated clearly in your offer.

4) EXCISE DUTY, SALES TAX AND OTHER TAXES & DUTIES:

Tender should clearly indicate apart from basic price, the taxes, duties, levies and other charges if any payable extra in percentage of basic price or in quantum ,otherwise claim of the same will not be entertained. If prices are inclusive of duties and taxes etc., the same should also be indicated mentioning the quantum. However, we may consider the claim of additional statutory levies imposed by Govt. after submission of the offer on the finished goods only subject to documentary evidence. After placement of order no variation of Excise Duty, Sales Tax or any other statutory levies shall be payable by Nalco beyond original contractual delivery period. For Excise Duty, transporter copy of invoice as prescribed by the Central excise Rules should be handed over to the carrier under their (carrier) receipt, the original copy of the excise duty should be sent along with the payment document and photocopy of the same along with the advance copies of AGM(Finance), Dy.General Manager(Materials), AGM(Materials) Central Stores. NALCO shall not be liable to pay the excise duty if the carrier receipt copy as stipulated above is not received by NALCO. In case of vendors importing the materials & supplying to Nalco they shall have to submit Bill of Entry or any other relevant documents necessary under Excise rules for enabling Nalco to avail CENVAT benefit on account of CV duty paid by the Vendor . The bidder while submitting their offers for excisable goods must necessarily mention the Excise Tariff Head No. and E.C.C. Code.

5) REGISTRATION WITH TAX AUTHORITY:

(i) State Sales Tax Registration No. and Central Sales Tax Registration No. must be indicated with documentary evidence, failing which the offer may not be considered. If your place of business is in the state of Odisha and VAT is applicable, please indicate clearly your TIN no. and percentage of VAT. VAT clearance certificate from concerned sales tax authority may please be submitted along with the offer. (ii) Service Tax: For installation & commissioning, if applicable at the time of execution shall be indicated specifically. Service Tax Regn.copy to be submitted along with the offer.

6) DELIVERY: Our requirement is supply within 6 months from the date of Order. Please quote your minimum realistic delivery period.

7) PRICE REDUCTION SCHEDULE & PURCHASE AT VENDOR'S RISK & COST:

Considering NALCO's delivery requirement, firm delivery schedule should be quoted. For delay in delivery attributable to the supplier, price will get reduced @ 1/2% of order value for each week or part thereof, subject to a maximum of 5% of undelivered portion. If the equipment/machinery/items

REF: SMLT/MMP/OT/403/3000001383 Dt.11/03/2014

cannot be commissioned or used for no supply of any item(s), price will be reduced by 5% of the total order value. NALCO also reserve the right to procure the material from alternate sources at the Risk and Cost of the supplier, giving 15 days notice, if the Seller fails to execute the contract as per the terms and conditions of the order. Any increase in taxes and duties after expiry of the delivery period will be to supplier's account. This will be without prejudice to the rights of NALCO for any other action including termination.

8) INSPECTION: Pre delivery inspection of the equipment & attachment shall be carried out at supplier’s works before dispatch. Final inspection shall be carried out by Nalco at Nalco (Smelter) Site at Angul(Odisha). Nalco shall also have the option to do stage inspection.

9) GUARANTEE/WARRANTY CERTIFICATE: The offered item must carry guarantee/warranty for use of Latest design, defect free materials of construction, good workmanship & specified performance. In the event of order this guarantee/ warranty period shall be 18 months from the date of delivery at stores or 12 months from the date of commissioning whichever is earlier. The guarantee/warranty certificate must be sent along with the despatch documents, failing which liabilities arising out of non-submission of Guarantee/Warranty certificate will be to the account of the tenderer. In case the materials are found defective during guarantee period the same should be replaced by the tenderer free of cost on F.O.R. Destination (Angul) basis.

10) CONTRACT CUM PERFORMANCE BANK GUARANTEE (CPBG) : The successful bidder shall give a composite Contract-cum- Performance Bank Guarantee for 10% of the basic supply value including amendment from any Bank approved by NALCO and as per NALCO’s format towards successful execution of the contract and Performance Guarantee obligation of the equipment/system as agreed upon. The BG shall remain valid beyond three months from the expiry of guarantee period. If submission of CPBG is the condition of Purchase Order and the vendor fails to submit CPBG after placement of order, the equivalent amount will be recovered from the bill(s) of the vendor. CPBG shall be deposited within 15 days of PO. Subject to any deduction which NALCO is authorized to make Contract cum Performance Bank Guarantee shall be released after satisfactory execution of the contract. On the breach of the contract by the supplier, Contract cum Performance Bank Guarantee shall be forfeited/encashed whether or not the company has suffered a loss on this account and Purchase Order will be rescinded. Forfeiture/encashment of Contract cum Performance Bank Guarantee does not prejudice NALCO's rights to make risk purchase and recover damages on account of such risk purchases. However, credit may be given for the Contract cum Performance Bank Guarantee forfeited/encashed in appropriate cases.

11) TEST & TEST CERTIFICATE: Please confirm for submission of manufacturer's internal Test Reports for quoted specification and test certificate from any Govt./any Govt. approved/recognized Test House for pollution testing in the event of placement of order, failing which your offer may not be considered. However, NALCO will have the option to carry out the tests in Nalco’s Laboratory or any other Govt. /Govt. approved Laborotay, which will be final and binding.

12) PAYMENT TERMS ( for Supply ): i) 90% of basic supply value + 100% taxes, duties & Freight within 30 days of Receipt of the Machines at Nalco’s site. ii)10% of basic supply value After commissioning and PG Test of machines at Nalco site PAYMENT TERMS ( for OMC ): 90 % payment shall be made against submission of monthly R.A bills duly certified by the Engineer-in-Charge & balance 10 % shall kept as security deposit with Nalco till completion of the contract period..

13) VALIDITY OF OFFER:

REF: SMLT/MMP/OT/403/3000001383 Dt.11/03/2014 The offer submitted should be valid for a minimum period of 180 days from the date of opening. 14) ACCEPTANCE/REJECTION OF TENDER:

The company reserves the right to accept any tender in full or in part or to reject any or all tenders without assigning any reason thereof.

15) CATALOGUE / SPECIFICATION SHEET Complete specifications with relevant Indian/International Standards. Manufacturer’s name/brand name and country of origin with catalogues and drawings if any should be sent with the offer. Offer without adequate technical specifications/information shall liable to be rejected. Drawings and samples if forwarded shall become property of the buyer.

16) CREDENTIALS/AUTHORISATION CERTIFICATE:

A) Photocopy of documents indicating purchase orders received from other Govt. Deptt./Govt.Undertakings/ Reputed Private Sectors and supplies executed in recent past for similar/same identical type of items should be enclosed along with the quotation.

B) Please indicate whether you are operating DGS&D/EPM Rate Contract and if so, you may quote DGS&D/EPM rate & enclose a copy of the same contract.

17) FORCE MAJEURE: Any delay or failure to perform the contract by either vendor caused by acts of God or acts of Government or any direction or restriction imposed by Government of India which may affect the contract or the public enemy or contingencies like strikes, riots etc. shall not be considered as default for the performance of the contract or give rise to any claim for damage. Within 7 days of occurrence and cessation of the event(s), the other vendor shall be notified. Only those events of force majeure which impedes the execution of the contract at the time of Its occurrence shall be taken into cognizance. 18) ARBITRATION ,JURISDICTION & GOVERNING LAW: In case of any dispute or difference arising out of the contract which can not be resolved mutually between NALCO and Seller, it shall be referred to a Sole Arbitrator to be appointed by the CMD, NALCO. The CMD,NALCO, shall communicate/cause to communicate, a panel of three names of persons to Seller/NALCO as the case may be in this regard within 30(thirty) days of notice of arbitration by the Seller/NALCO as the case may be, to select any one of them to be appointed as the Arbitrator. In case Seller/NALCO as the case may be has not communicated its selection as above within thirty days, CMD, NALCO will appoint any one of the persons from the panel as a Sole Arbitrator. The Arbitrator shall give a reasoned and speaking award. The award of the Arbitrator shall be binding on both the parties. The venue of arbitration shall be at Bhubaneswar. In case of any vacancy another Arbitrator will be appointed in the same manner as above. The Arbitration and Conciliation Act, 1996 and rules made there under shall apply to the Arbitration Proceedings. The contract shall be governed by and construed according to the laws in force in India and subject to exclusive jurisdiction of the Courts of Bhubaneswar only. 19) Quotations should preferably be typewritten and any correction or overwriting should be initialed. Rates are to be indicated both in words and figures. Once tenders are received and opened, no changes whatsoever are allowed. The tenders should clearly indicate complete specifications. Printed conditions on the back side of the offers will be ignored. 20) In Techno-commercial bids, the bidders should furnish a list of its Partners/Directors and a declaration that such Partners/Directors have no interest in any other bidders in respect of the same tender.

REF: SMLT/MMP/OT/403/3000001383 Dt.11/03/2014 21) No part of the contract nor any share or interest therein shall, in any manner or degree, be transferred, assigned or sub-let by the Seller directly or indirectly to any person, firm or corporation whatsoever without the consent of NALCO in writing. 22) NALCO shall have the right to terminate the contract by giving 60 days notice without assigning any reasons thereof. However, in the event of any breach of terms of the contract, NALCO will have right to terminate the contract by written notice to the Seller. 23) The terms & conditions stated in this ANNEXURE also forms the part of contract in addition to those stated elsewhere. DGM (MATERIALS) We agree to all the above 23 points of the ‘GENERAL TERMS & CONDITIONS OF PURCHASE OF NALCO’S Tender No. SMLT/MMP/OT/403/3000001383, Dt 11/03/2014. DATE: SIGNATURE OF THE TENDERER WITH SEAL