master index - national fertilizers · 2020. 6. 10. · 5.3.1 piping 5.3.2 static equipment 5.3.3...

NIT DOCUMENT FOR SULPHUR BENTONITE

PROJECT AT NFL, PANIPAT MASTER INDEX

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FORM No.: 02-0000-0021F3Rev. 4 All rights reserved

MASTER INDEX

SULPHUR BENTONITE PROJECT

NFL, PANIPAT



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SUBJECT: MASTER INDEX (ITB NO.: NFPT/PC90/E-001/ICB)

PART-I COMMERCIAL

SECTION DESCRIPTION 1.0 INSTRUCTION TO BIDDERS

2.0 GENERAL CONDITIONS OF CONTRACT

3.0 SPECIAL CONDITIONS OF CONTRACT

4.0 SITE WORKING AND SAFETY CONDITIONS

ANNEXURES/FORMS

F-09 DRAFT FOR BANK GUARANTEE FOR EARNEST MONEY DEPOSIT (BID SECURITY)

F-10 SECURITY DEPOSIT CUM PERFORMANCE BANK GUARANTEE FORMAT

F-11 PROFORMA OF BANK GUARANTEE FOR ADVANCE PAYMENT / PROGRESS PAYMENT

F-25 DRAFT OF CONTRACT AGREEMENT

F-33 PRICE SCHEDULE

F-70 SUMMARY OF TERMS AND CONDITIONS

F-71 FORMAT FOR EXCEPTION/DEVIATION

PART-II TECHNICAL

SECTION DESCRIPTION

1.0 PROJECT DESCRIPTION

2.0 RAW MATERIAL, PRODUCT AND UTILITY SPECIFICATIONS

3.0 CONTRACTOR’S SCOPE OF WORK

4.0 DESIGN BASIS

5.0 DESIGN PHILOSOPHY

5.1 PROCESS

5.2 INSTRUMENTATION

5.3 MECHANICAL

5.3.1 PIPING

5.3.2 STATIC EQUIPMENT

5.3.3 ROTATING EQUIPMENT

5.3.4 MATERIAL HANDLING

5.3.5 FIRE FIGHTING SYSTEM



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5.4 ELECTRICAL

5.5 CIVIL & STRUCTURAL WORKS

6.0 CONSTRUCTION/ ERECTION, PRE-COMMISSIONING, COMMISSIONING AND START-UP

7.0 PERFORMANCE AND GUARANTEE TEST

8.0 DRAWINGS AND DOCUMENTS

9.0 SPARE PARTS

10.0 INFORMATION REQUIRED IN THE TECHNICAL PROPOSAL

11.0 VENDOR LIST


PROJECT AT NFL, PANIPAT

INSTRUCTION TO BIDDERS

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SECTION-1.0



NFL, PANIPAT




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TABLE OF CONTENTS

SL.NO DESCRIPTION

1 Introduction 2 Site Information 3 Cost of Bidding 4 Bidding Documents 5 Clarification of Bidding Documents 6 Amendment of Bidding Documents 7 Language of Bid 8 Documents comprising the Bid 9 Deleted

10 Bid Price 11 Bid Currencies 12 Pre-Qualification Criteria 13 Documents Establishing conformity of Goods of Bidding Documents. 14 Bid Security and Earnest Money Deposit 15 Period of Validity of Bids 16 Format & signing of Bids 17 Sealing & Marking of Bids

18 Late Bids 19 Modification & withdrawal of Bids 20 Opening & Clarification of Bids 21 Preliminary Examination 22 Conversion to single currency 23 Evaluation & comparison of Bids 24 Terms of Payment 25 Advance Payment against Bank Guarantee 26 Contacting the Owners/Consultants 27 Bid Conformity 28 Owner/Consultant's Right to Accept any Bid and to Reject any or all Bids. 29 Notification of Award 30 Signing of Contract 31 Performance Security 32 Completion Period 33 Exceptions 34 Contractors data 35 Applicability Of Custom Duty 36 Indian Agency Commission 37 Integrity Pact Clause




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INTRODUCTION AND PROJECT SYNOPSIS:

1.0 INTRODUCTION NATIONAL FERTILIZERS LIMITED (NFL), hereinafter referred to as NFL, is a public sector undertaking under the Ministry of Chemicals & Fertilizers, Government of India. It has four operating plants situated at Nangal, Bhatinda in the state of Punjab, and Panipat in the state of Haryana and Vijaipur in the state of Madhya Pradesh.

Panipat plant is located in the state of Haryana. Panipat town is about 90 km from Delhi and is located on the busy National Highway No. 1 connecting Delhi to Amritsar. Site is well connected by B.G. Railway line and road to all parts of India.

The existing fertilizer plant at Panipat is manufacturing 2.97 Lakhs MT/Year of Ammonia

and 5.115 Lakhs MT/Year of Urea based on Natural Gas with other necessary offsite and utility facilities

National Fertilizer Ltd. (NFL) is proposing to set up a Fertilizer Complex for production of 25000 MTPA Sulphur Bentonite plant with required utilities & off-sites facilities at NFL, Panipat. NFL intends that entire facilities of Sulphur Bentonite Plant of above mentioned capacity along with required off-site & utilities shall be executed on lump sum turnkey basis (LSTK). The feedstock for producing Sulphur Bentonite shall be Molten Sulphur & Bentonite from imported source and shall be made available at BS Plant BATTERY LIMIT.

Projects & Development India Ltd. (PDIL) has been retained as a CONSULTANT for selection of LSTK Contractor for executing a 25000 MTPA Sulphur Bentonite Plant on lump sum turnkey basis

Accordingly Bids are invited from Process Licensors/ EPC Contractors having proven experience and sound financial capabilities and having tie-up with each other or Joint ventures/Consortium of such Process Licensor & EPC Contractors willing to work together under single agreement or two separate agreements with a tripartite agreement between NFL, Process Licensor and EPC Contractor for LSTK Engineering, supply, Erection, commissioning and GTR of Sulphur Bentonite Unit at Panipat.

Scope of Proposal: Bidder is required to undertake the actual implementation of Sulphur Bentonite Unit (capacity 25000 MTPA) as per enclosed detailed technical specifications. The scope of WORK includes (But shall not be limited to) for supply of Process License/Technology, Basic Design and Detailed Engineering, Procurement, Supply, Fabrication, Inspection by Third Party Inspection Agency (TPI) as applicable, Expediting, Insurance, Transportation of all equipment / materials to work site, Storage, Construction and Erection of all Civil, Mechanical, Electrical And Instrumentation Works, assembly and Installation, obtaining all necessary Statutory Approvals, Testing, Mechanical Completion, Pre- Commissioning, Commissioning, Performance Guarantee Test Run Including total Project Management and handing over of Sulphur Bentonite Plant of Capacity 25000 MTPA along with Associated Facilities on single point responsibility basis. .

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2.0 SITE INFORMATION:

2.1 The proposed SULPHUR BENTONIE Plant is to be set up near the location of existing fertilizer plant at Panipat which is about 5 km from the district town of Panipat. Panipat town is about 90 km from Delhi and is located on the busy National Highway No. 1 connecting Delhi to Amritsar. It is connected by Broad Gauge Railway line and is on the route between Delhi and Amritsar. The nearest railway station is Diwana, which is about 3.5 km from the plant. A large petroleum refinery of IOCL is in operation near Panipat fertilizer unit.

3.0 COST OF BIDDING

3.1 The Bidder shall bear all costs associated with the preparation and submission of the

Bid, and NFL (hereafter referred to as Purchaser/Owner) will, in no case, be responsible or liable for these costs, regardless of the conduct or outcome of the bidding process. In case plant visit is required by Bidder before submitting the bid, it shall be to bidder’s account. No adjustment in price will be accepted on the basis of insufficient knowledge.

4.0 BIDDING DOCUMENTS

The Bidder is expected to examine all instructions, forms, terms and conditions in the

bidding documents. The invitation to Bid together with all its attachments thereto shall be considered to be read, understood and accepted by the Bidder, unless deviations are specifically stated in seriatim by the Bidder. 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 and insufficient no. of copies will be at Bidder's risk and may result in the rejection of the Bid.

5.0 CLARIFICATION OF BIDDING DOCUMENTS

A prospective Bidder requiring any clarification shall obtain the same from Owner’s office in writing by Fax/Email or by letter or in person so as to ensure submission of Bid on or before Bid closing date. The Owner will respond in writing to such queries expeditiously. However, no extension in bid submission shall be granted on this account.

6.0 AMENDMENT OF BIDDING DOCUMENTS 6.1 At any time prior to the deadline for submission of bids, the Owner for any reason,

whether at its own initiative or in response to a clarification requested by a prospective Bidder, may modify the bidding documents by amendment thereto.

6.2 The amendment will be notified on NFL’s Website www.nationalfertilizers.com .

Moreover, the amendents will be notified in writing or by Email / Fax or letter to all responding Bidders and will be binding on them.

6.3 In order to afford prospective Bidders reasonable time in which to take the amendment

into account in preparing their bids, the Owner may, at their discretion, extend the deadline for the submission of bids.

6.4 The Owner/Purchaser may, at their discretion, extend the deadline for the submission of

bids by amending the bidding documents in accordance with Articles 6.1 to 6.3 above,




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in which case all rights and obligations of the Owner/Purchaser and Bidders previously subject to the deadline will thereafter be subject to the deadline as extended.

7.0 LANGUAGE OF BID 7.1 The Bid prepared by the Bidder and all correspondence / drawings and documents

relating to the Bid exchanged between the Bidder and the Owner/ Purchaser shall be written in English language, provided that any printed literature furnished by the Bidder may be written in another language so long as accompanied by English translation in which case, for purpose of interpretation of the Bid, the English translation shall govern.

7.2 Metric measurement system shall be applied for weights and dimensions other than

pipes and piping connections. All piping material including but not limited to pipes, flanges, fittings, valves etc., shall conform to ASA dimensional requirements.

8.0 DOCUMENTS COMPRISING THE BID 8.1 The Bid to be submitted by the bidder is defined as given hereunder:

8.2 Part-I Bid Security / Earnest Money Deposit (EMD) and Pre-Qualification

Documents.

Part-II Technical & Un-priced Commercial Bid and

Part-III Priced Bid 8.3 Part-I Bid Security or Earnest Money Deposit (EMD) & Pre Qualification

Documents

a) The bid shall be accompanied by an EMD as outlined in Article-14 along with the documents relevant to pre-qualification criteria as required and shall be submitted in a separate cover to be marked with “ITB Number, Bid due date & Part-I of the Bid".

b) The envelope containing the EMD and PQ documents will be opened before

opening of Part-II. The opening of Part- II is dependent on the acceptance of the EMD with respect to EMD amount, whether original EMD is enclosed and validity of the Bank Guarantee or Demand Draft as the case may be and meeting the Pre-qualification Criteria.

8.4 Part II Technical & Un-priced Commercial Bid 8.4.1 Technical Bid shall include/indicate but not limited to the following:

A) ITB No.________________________ Due Date:______________

B) Deleted. C) 1. A detailed description of the process offered including overall process scheme

and the specific merits of the process being offered.




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2. Process flow diagram of the proposed Sulphur Bentonite Unit shall be furnished as given in Technical section

D) Details of complete scope of work supported by drawings, documents, brochures, standards, catalogues, etc. as applicable, as per ITB.

E) Performance Guarantee figures with respect to

(i) Sulphur Bentonite Production

(ii) Product specification of Sulphur Bentonite as defined n Technical specification

(iii) Specific consumption of following utilities per MT of Sulphur Bentonite at normal operating capacity.

(a) Molten Sulphur

(b) Bentonite Clay

(c) Steam

(d) Power

F) List of spare parts for Two years' operation and maintenance A list of spares as per the spares philosophy specified in the technical specifications of the ITB must be submitted by the bidder. The list of spares shall however be subject to comment & approval of NFL/Consultant. The quantity of spares mentioned shall be defined in “SET” as well as in “Number”. Different items considered in one set shall be separately enumerated.

G) List of maintenance tools and materials, lubrication schedule.

H)

Layout drawings and sketches with (approximate) dimensions of equipment and indication of limits of supply.

I) Bidder shall state the names of the sub-contractors proposed for major equipments/item/materials/services.

J) Bidder should certify that they will give shop drawings of main equipment to enable repair, and maintenance after installation at Site. Reproducible of 'as built' drawings shall be furnished.

K) Nature of maintenance assistance available/offered by Bidder.

L) Completion schedule with bar chart indicating major milestones

M) Reference list of customers of similar plants

N) Complete data sheets as requested by Owner. Indicate time of submission.

O) Deviation from Owner’s specifications / technical conditions, (if any).

P) Training facilities offered.




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8.4.2 Unpriced commercial Bid shall include/indicate the following:

A) ITB No.________________________ Due Date:______________

B) Price schedule completed in accordance with Articles 10 and 11.

C) Summary of terms and conditions duly filled and signed as per Attachment F-70

D) Un-priced copy of price schedule indicating ‘’Quoted / Not quoted’’ against each head of price schedule.

E) All Commercial terms and conditions of offer indicating terms of payment, firm prices, completion period, bid validity, Taxes and duties considered etc.

F) Confirmation that validity of bid is 120 days from the Technical Bid opening date indicated in the cover of ITB.

G) For Price bid Format, for all the two options as per Article No. 35, percentage of all taxes / duties / levies are to be given except the price part.

H) Acceptance of General, Special and Site Working & Safety Conditions of Contract or deviations/exceptions, if any, in seriatim.

I) Bidders must indicate Name of bankers and important terms of letter of credit

J) Bar Chart/Curves showing shop loading up to April 2014 vis-à-vis capacity based on orders in hand shall be submitted by the bidder

K) Organisation chart. 8.5 Part-III - Priced Bid 8.5.1 The priced bid as per enclosed Form F-33 shall be submitted in a separate sealed

Envelope marked Part-III Priced Bid. Bid should include the Bid price and other related costs, in accordance with Article 10, Article 35 and appropriate Price Schedule formats.

9.0 Bid Form- Deleted 10.0 BID PRICE 10.1 Bidders shall quote on duly commissioned plant at site basis. The Bidders shall quote

firm lump sum price for the entire scope of work providing commissioned plant as per technical specifications given in schedule of prices of ITB and shall give detailed break-up as per format F – 33.

10.2 The bidders shall submit bid price separately under two rates of custom duty as

outlined in Article 35.

10.3 Following information wherever applicable is to be submitted in a separate schedule.




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a)

All taxes and duties such as excise, sales tax, service tax, works contract tax entry tax etc as applicable.

b)

Bidders shall provide customs tariff heading for each item separately along with applicable rates of duties as outlined in Article 35.

c) Packing, Forwarding and Loading charges should be included in the quoted prices

d)

Bidder must quote the Item-wise prices for spare parts separately for Two years operation and maintenance spares. Spares for commissioning are included in Contractor’s scope. However, Bidder shall provide the list of commissioning spares.

The quantity quoted shall be defined in “SET” as well as in Number’s. Different items considered in one set shall be separately enumerated.

e) Charges for inspection/ testing should be included in the offer as per requirement of technical documents of ITB.

f)

Bidder's cost of site assembly, pre-commissioning and commissioning until acceptance as per technical specifications wherever applicable.

10.4. Quoted Prices shall be Firm Price except to the extent defined at clause 13.3 of special terms and conditions and shall be valid for entire period of execution of Contract.

10.5 Prices shall be written in both words and figures. In the event of difference, the prices

in words shall be valid and binding. Unit prices shall be considered correct in the event of any discrepancy with regard to total price.

11.0 BID CURRENCIES 11.1 Bidder expecting to incur a portion of its expenditure in more than one currency and

wishing to be paid accordingly shall so indicate in the Bid. In such cases the Bid shall be expressed in different currencies (maximum 4 currencies including INR) and the respective amounts in each currency together making up the Bid Price

11.2 In respect to imported component of scope of work including imported raw material

component of indigenous supply of equipments Payment to Indian bidders shall be made in Indian currency based on exchange rate prevalent on contracted date of milestone or actual date of completion of components of respective milestone which ever is earlier, except to the extent FOREX remittance is otherwise permissible under Foreign Exchange Remittance guidelines.

11.3 For bid evaluation Conversion will be based on exchange rate on one day prior to

price bid opening as per Clause. No. 22. 12.0 PRE-QUALIFICATIONS CRITERIA

The Bids are invited from Process Licensors/Technology providers/ EPC Contractors having tie-up with each other willing to work together under single agreement or two




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separate agreements with NFL and with a tripartite agreement between NFL, Process Licensor and EPC Contractor for LSTK Engineering, supply, Erection, commissioning and GTR of 25,000 MTPA Sulphur Bentonite unit of Panipat

12.1 In case the bidder is a licensee, the bidder must attach a copy of the agreement with the selected process licensor.

12.2 In case EPC contractor and process licensor/ technology provider have tie-up

arrangement, the bidder must attach a copy of the agreement of Tie Up with each other. The above agreements should have validity till the acceptance date of SULPHUR BENTONITE Plant.

12.3 In case bidder is a consortium/joint venture, the bidder shall produce an agreement

and other documents defining the liability, arrangements and responsibility of the partners of EPC consortium/joint venture (requirements under Para 12.8). The interested parties should meet the following pre-qualification Criterion:

12.4.1 Technology Criteria: The Bidder should be capable of providing Basic Design Package of proven performance for a 25000 MTPA Single Stream Sulphur Bentonite Plant. Technology once selected and offered by the Bidder cannot be changed. The Sulphur Bentonite Plant Technology proposed by Bidder shall have a reference of at least one single stream plant/unit of minimum 5000 MTPA capacity which is operating successfully for last 3 years. Bidder shall submit documentary proof for the same. The technology/Process supplier should be supplier of core equipment /Pastillation Plant.

12.4.2 Experience Criteria: The Bidder should be an established Contractor in the field of either Fertilizer and chemicals or Oil & Gas Sector or Refinery & Petrochemicals sector . The Bidder should possess experience of having successfully completed one project as LSTK contractor with single point responsibility within the period of last 7 years (ending last day of month previous to the one in which offers are invited) with scope of work comprising of supply of Process License/Technology, Basic Design and Detailed Engineering, Procurement, supply, construction and erection of all civil, mechanical, electrical and instrumentation works, Testing, Pre- commissioning, Commissioning and Guarantee Test of completed individual plants. The experience of the Technology supplier selected by the LSTK bidder for such Sulphur Bentonite plant should be in satisfactory operation for at least three years from the date of acceptance after successful guarantee test. Bidder shall submit documentary proof for the same and a Certificate of successful Guarantee Test issued by the owner will have to be produced by the bidder in support of fulfilling this criteria. In case the Bidder intends to engage the services of a sub-contractor for Detailed Engineering for the proposed project then the bidder shall give an undertaking along with the PQ bid that he will engage the services of only reputed detailed engineering consultant having experience of carrying out detailed engineering of similar capacity




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plants as stated above. Bidder shall submit the reference list of such plants for which the proposed detailed engineering consultant has carried out detailed engineering.

12.5 Financial Criteria:

12.5.1 The Bidder, meeting the requirements as per above experience criteria, must have executed similar works during last seven years ending last day of month previous to the one in which offers are invited should be either of the following:

One completed contract with contract value not less than INR 272 million or US $ 4.53 million.

Or

Two completed contract with contract value not less than INR 170 million or US $ 2.83million.

Or

Three completed contract with contract value not less than INR 136 million or US $ 2.27 million.

Bidder shall submit copies of work order and completion certificate as documentary proof for the same.

12.5.2 Average Annual financial turnover during the last 3 preceding financial years ending

31st March 2015 of the bidder meeting the requirement as per clause above experience criteria should be more than INR 102 million or US $ 1.7 million. Bidder shall submit Annual Report (Balance Sheet and Profit & Loss account) for the company for the last 3 years ending March 2015.

12.5.3 Net Worth of the Company should be positive during the last 3 preceding financial

years ending 31st March 2015.

12.6 The bidder shall submit Solvency certificate from the bankers with solvency of minimum INR 119 million or US $ 1.98 million. The date of issue of this certificate should not be more than six months old from the date of opening of Techno-commercial bid.

12.7 The EPC Contractor should have carried out detailed engineering in their home office or

by engaging other engineering contractor for a detailed engineering work in the field of Oil, Gas, Hydrocarbon or Fertilizer Sector

In case of detailed engineering is done in-house, EPC Contractor is to submit credentials & details indicating name of the project, client, country, brief scope of work, year of execution and value of work.

In case of detailed engineering is done by other than the EPC Contractor, the bidder should submit the name of the intended contractor and their credential indicating name of the project, client, country, brief scope of work, year of execution and value of work carried out by them.




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In both the above cases, letter from the owner for the satisfactory completion of the project to be submitted.

. 12.8 CONSORTIUM BIDS (WHERE APPLICABLE)

12.8.1 In case of Consortium BID, in their own interest, the BIDDERS are advised to investigate capabilities, availability of expertise and resources such as experienced personnel, financial soundness, past experience and concurrent engagements of constituting partners / members.

Consortium of BIDDERS, if any, must clearly define role/ scope of work of each partner/ member.

Further, the CONTRACT for a Consortium must accompany the BID and should clearly define the leader of such a Consortium, who shall co-ordinate with OWNER on behalf of the Consortium, during the period which the BID is under evaluation by OWNER or is being negotiated with OWNER as well as during execution of WORK, in the event the WORK is awarded.

All the members of the Consortium shall be jointly and severally responsible for the execution of the WORK in accordance with the CONTRACT.

12.8.2 A consortium once established at the time of submitting the BID shall not be allowed to be altered with respect to constituting members of the consortium or their respective roles/scopes of work, except if and when permitted in writing by OWNER.

12.8.3 If during the evaluation of BID a Consortium proposes any alterations / changes in orientation of consortium or replacement or inclusion or exclusion of any partner(s)/ member (s) of the consortium which had originally submitted the BID, to derive some advantage / benefits based on any development(s) having come to his knowledge at any time, the BID submitted by such a consortium may be rejected.

13.0 DOCUMENTS ESTABLISHING CONFORMITY OF GOODS/SERVICES TO BIDDING

DOCUMENTS 13.1 Pursuant to Article 8, the Bidder shall furnish, as part of the Bid, documents

establishing conformity to the bidding documents of all Goods and services, which the Bidder proposes to supply under the conditions of Contract.

13.2 The documentary evidence of the conformity of the 'Goods' and ‘Services’ to the

bidding documents may be in the form of literature, drawings and data and Bidder shall furnish:

a) Detailed description of the Goods and services essential technical and performance

characteristics of the Goods. b) A list, giving full particulars including available sources and current prices of all

spare parts, special tools etc., Necessary for the proper and continuous functioning of the Goods and services for a period of two years following commencement of the use of Goods by the Owner, and




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c) A clause-by-clause comments on the Owner's technical specifications demonstrating the 'Goods and Services' substantial responsiveness to those specifications or a statement of exceptions to the provisions of the technical specifications.

13.3 For purposes of the comments to be furnished pursuant to Article 13.2(c) above, the

Bidder shall note that standards for workmanship, material and equipment and references to brand names or catalogue numbers, designated by the Owner in his technical specifications are intended to be descriptive only and not restrictive. The Bidder may substitute alternative standards, brand names and/or catalogue numbers in his Bid provided that they demonstrates to the satisfaction of the Owner that the substitutions are substantially equivalent or superior to those designated in the technical specifications.

14.0 BID SECURITY/EARNEST MONEY DEPOSIT (EMD) 14.1 The Bidder shall furnish as part of his Bid, EMD in the form of a bank guarantee, issued

or counter guaranteed by any of the Indian nationalised/ scheduled banks (except Cooperative and Gramin Bank) or any branch of Foreign Bank in India. The amount shall be as indicated in the cover page of ITB. EMD shall be furnished in US dollars or in quoted currency. The bank guarantee shall be in the form enclosed at F-09. EMD can also be furnished in the form of Accounts Payee Demand Draft in favour of National Fertilizers Ltd. and payable at New Delhi. No interest shall be payable on EMD.

14.2 Any Bid not accompanied with EMD shall be rejected by the Owner as non-responsive. 14.3 The EMD will be returned to the unsuccessful Bidders on acceptance of one of the

invited bids or when the Bid is cancelled by Owner. 14.4 The successful Bidder's EMD will be discharged upon the Bidder accepting the

Contract and furnishing the Security cum Performance Bank Guarantee. 14.5 In the following events, the EMD may be forfeited without prejudice to any other right or

remedy of Owner: a) If a Bidder withdraws his Bid during the period of Bid validity specified by the Bidder

on the Bid form or b) In the case of a successful Bidder, if the Bidder fails:

To sign the Contract in accordance with Article 30, or

To furnish performance Security in accordance with Article 31.

15.0 PERIOD OF VALIDITY OF BIDS 15.1 Bids shall be kept valid for at least 120 days from the Technical Bid opening date

indicated in the cover page of ITB. A Bid valid for a shorter period may be considered as non-responsive and liable to be rejected by the Owner.

15.2 In exceptional circumstances, the Owner may solicit the Bidder's consent to an

extension of the period of validity. The request and the responses thereto shall be made in writing through a letter or by fax/Email. A Bidder having been granted the request, will neither be required nor permitted to alter the Bid.




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16.0 FORMAT AND SIGNING OF BID 16.1 The bid must contain in the name, residence and place of business of the person or

persons making the bid and must be signed and sealed by the Bidder with his usual signature. The names of all persons signing should be typed or printed below the signature.

16.2 Bid by a partnership firm must be furnished with full names of all partners and be

signed with the partnership name followed by the signature and designation of one of the authorized partners or authorized representative(s).

16.3 A bid by a Corporation / Company must be signed with the legal name of the

Corporation / Company by the President, Managing Director or by the Secretary or other person or persons authorized to bid on behalf of such Corporation / Company in the matter, with the official seal of the Company.

16.4 A bid by a person who affixed to his signature the word ‘President’, ‘Managing

Director’, ‘Secretary’, ‘Agent’ or other designation without disclosing his principal will be rejected. Satisfactory evidence of authority of the person signing on behalf of the bidder shall be furnished with the bids.

16.5 The Bidder’s name stated on the proposal shall be the exact legal name of the firm. 16.6 Erasure or other changes in the bid documents shall be over the initials of the person

signing the bid. 16.7 Bids not conforming to the above requirements of signing may be disqualified. 17.0 SEALING AND MARKING OF BIDS 17.1 The Bidders shall submit the offer in three inner envelops as indicated below which

shall be sealed in one outer envelope:

(i) Envelope - I (EMD and Pre-Qualification Bid) The 1st inner envelope shall contain the EMD along with the documents relevant to pre-qualification criteria as required and shall be super-scribed with (BID PART-I – EMD & PQ DOCUMENTS) and ITB NO.......... Due Date ________

(ii) Envelope -II (Technical & un-priced commercial bid) The second inner envelope should contain 1 (one) original plus 5 copies of technical Bid together with un-priced commercial Bid and deviations statement if any. This envelope should be clearly marked (BID PART -II -TECHNICAL & UNPRICED COMMERCIAL BID) and ITB NO........ Due Date__________

(iii) Envelope -III (Price Bid) The third inner envelope should contain 1(one) Original plus 5 copies of the priced commercial bids with price details. The cover should clearly be marked (BID PART-III- PRICED BID) and ITB NO........




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All the three above inner envelopes shall be sealed and these sealed envelopes shall be kept in the 4th envelope called outer envelope.

17.2 This outer envelope shall be sealed properly. The outer envelope shall be addressed

to:- DGM ( T & S) National Fertilizers Limited, Panipat Haryana PIN ...................

and bear the title

“SULPHUR BENTONITE UNIT AT NFL PANIPAT” ITB NO.______________________BID CLOSING DATE:___________

“ DO NOT OPEN BEFORE.........." The outer envelope shall indicate the name and address of the bidder to enable the bid

to be returned unopened in case it is received late. 17.3 If the outer envelope is not sealed and marked as required by clause 17.2 above, the

Owner will assume no responsibility for the Bid-misplacement or pre-mature opening. 18.0 LATE BIDS 18.1 Any Bid received after the deadline for submission of bids indicated on main

body of Invitation to Bid or any other date extended in writing may be rejected. 19.0 MODIFICATIONS AND WITHDRAWAL OF BIDS 19.1 The Bidder may modify or withdraw the Bid after its submission, provided that

written notice of the modification or withdrawal is received by the Owner prior to the deadline prescribed for submission of bids.

19.2 A withdrawal notice may also be sent by fax or email but followed by a signed

confirmation copy, post marked not later than the deadline for submission of bids.

19.3 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 Bidder on the Bid form.

20.0 OPENING AND CLARIFICATION OF BIDS 20.1 The bids will be opened in presence of bidders' representatives who wish to be

present. 20.2 Owner will open the Bids. The Bids will be opened in public in presence of

bidders or their authorized representative. Only techno-commercially acceptable




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bidder’s representative shall be invited to attend Price Bid Opening who will be given adequate notice to attend the Bid opening.

21.0 PRELIMINARY EXAMINATION 21.1 The Owner will examine the bids to determine whether they are complete,

whether any computational errors have been made, whether required EMD has been furnished and pre-qualification criteria is met, whether the documents have been properly signed, whether validity of the Bid is in conformity with ITB and whether the bids are generally in order.

21.2 The prices should be written both in words and figures and in case of any

discrepancy, prices in words shall be valid and binding. In case of any error in totals indicated by Bidder, the unit price shall be considered valid and binding on Bidder.

21.3 Prior to the detailed evaluation, the Owner will determine the substantial

responsiveness of each Bid with reference to the bidding documents. For purpose of this article a substantially responsive Bid is one, which conforms to all the terms and conditions of the bidding documents without material deviations. The Owner's determination of a Bid's responsiveness is to be based on the contents of the Bid itself, without recourse to extrinsic evidence.

21.4 A Bid determined as substantially non-responsive is liable to be rejected by the

Owner and may not subsequently be made responsive by the Bidder by correction of the non-conformity.

21.5 The Owner may waive any minor infirmity or non-conformity or irregularity in a

Bid, which does not in their opinion constitute a material deviation. 21.6 After a preliminary screening based on both technical and un-priced commercial

evaluation, Bidders will be short-listed. In the event that any clarifications are required, then such clarifications shall be obtained from such short listed Bidders only. Based on the clarifications, the technically acceptable Bidders shall be asked to confirm the revised price or modification to the previous price if any, (in a sealed cover, Envelope IIIA) on a prefixed date and time which shall be communicated to the Bidder.

22.0 CONVERSION TO SINGLE CURRENCY To facilitate evaluation and comparison, the Owner will convert all Bid prices

expressed in the amounts in various currencies in which Bid price is payable, to Indian rupees based on exchange rate available on RBI wesite for a day prior to the date of Price Bid opening.

23.0 EVALUATION AND COMPARISON OF BIDS 23.1 The Owner will evaluate and compare only those bids, which are determined to

be substantially responsive pursuant to Article 21.




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23.2 The Owner's evaluation of a Bid shall be done on the basis of “Cost as completed at Site” and shall comprise of :

a) Total LSTK Contract Price as given in price schedule (F – 33).

b) Loading on deviation in project Completion period.

c) Difference in Guaranteed Operating/Works cost discounted at a rate of SBI BASE RATE + 1% (15.45 % p.a.) for a period of 15 years.

d) Loading on account of deviation in commercial terms and condition:

Details of loading on various deviations as detailed below:

The Bidders must accept the terms and conditions stipulated in NIT failing which the offer is liable to be rejected at the sole discretion of NFL. NFL however, may at its sole discretion accept offers having deviation to NIT terms and conditions by adopting the loading criteria as below. All loadings shall be on Total LSTK Contract Price prices.

Any clarification / confirmation having reduced price implications received from Bidder after price Bid opening shall be considered only for ordering purposes and not for evaluation purposes. However, clarification/confirmations having additional price implication if accepted shall also be considered for evaluation purpose i) Completion Period

Preferred completion period is 14 months. Mechanical Completion period of will be 12 months from zero date. After mechanical completion, additional 2 months for pre-commissioning and commissioning. However, owner shall prefer minimum completion period for the project. In case Completion period offered by the Bidder exceeds beyond the preferred period indicated in the ITB, the TOTAL LSTK CONTRACT PRICE shall be loaded by an amount calculated on the basis of 0.5% increase in the TOTAL LSTK CONTRACT PRICE for each week ( or part thereof ) of extended period offered by the Bidder. This is without prejudice to Owner's right to treat bids with completion period beyond required Completion Period indicated in ITB as non-responsive. Earlier Completion Period shall get no credit.

When the Bidders ask for grace period for applicability of damages, the same shall be added to the quoted delivery period. This is without prejudice to Owner's right to treat bids with quoted completion period beyond required Completion Period indicated in ITB as non-responsive.

The completion period shall be effective from issuance of LOI. In case the bidder specifies completion period from date of release of advance payment or signing of Contract, the same would be further increased by approximately two months. This is without prejudice to Owner's right to treat bids with quoted completion period beyond required Completion Period indicated in ITB as non-responsive.




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ii) WORKS COST.

Loading shall be done to take care of the performance and productivity of the process and equipment offered. In case the works cost are different for different bidders, differential works cost over the minimum quoted shall be calculated as given below. LOADING TOWARDS WORKS COST =Differential works cost per MT of Sulphur Bentonite produced X Daily Production of Sulphur Bentonite X 300 X 0.90 X 5.7223 Where:300=Operating Days /year

0.9 availability Factor 5.7223-The discount factor calculated for at the rate of (SBI BASE RATE of 14.45% + 1%) 15.45% p.a. on yearly basis for the period of 15 years.

iii) Payment Terms: “Deviation in Payment Terms: NFL will not make any advance payments. In exceptional cases, advance payments can be agreed subject to payment of interest @ SBI Base rate +1 % prevalent on the date of priced bid opening and submission of acceptable unconditional Bank Guarantee (BG) of equivalent amount (including interest amount) as per ‘NFL’ format. The deviation in payment terms with respect to NIT clause shall be loaded for interest @ SBI base rate +1 % prevalent on the date of priced bid opening for the applicable period.

Interest on interest-free advance payment, if insisted by the bidder, shall be loaded at @ SBI base rate +1 % prevalent on the date of priced bid opening for the applicable period i.e the period between release of advance and date of adjustment of advance.

v) Warrantee / Guarantees As Offered By Bidders.

Enquiry calls for Warranty/Guaranty period of 12 months from the date of final acceptance of plant or 24 months from Mechanical completion , whichever is earlier. Warrantee/ Guarantee period less than 12 months from commissioning is not acceptable. However , for Warrantee/ Guarantee quoted less than 24 months from the date of mechanical completion ( but not less than 15 months), proportionate loading shall be done. This is without prejudice to Owner's right to treat bids with different warranty / guarantee than those indicated in the ITB as non-responsive.

vi) In case any of the Contractor does not accept our standard price reduction clause or accept price reduction less than a ceiling limit given in the ITB, loading for balance amount shall be done on the quoted prices. When the Bidders ask for grace period for applicability of damages, the same shall be added to the quoted completion period. The completion period computed on the above basis shall be taken as completion period for




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each Bidder for the purpose of evaluation.”

vii) Any other cost resulting due to disagreement of bidder from ITB conditions will be loaded proportionately or highest as quoted by any other bidder.

NIT CONDITIONS: Whenever the bidder is silent about the acceptance of NIT conditions such as performance bank guarantee, warranty period, Price Reduction Clause (Damages) etc, it shall be presumed that the bidder has accepted these conditions and no loading shall be done while undertaking evaluation.

24.0 TERMS OF PAYMENT 24.1 The payment to Contractor for the performance of the works for supply of fully

commissioned plants after performing the guarantee test runs to ensure that the plants meet the specifications stipulated under the contract will be made as per terms of payment set forth herein. No payments shall become due and payable before :

a) Acceptance of Letter of Award.

b) Submission of Bank Guarantee for interest bearing advance payment of maximum up to 10%, if agreed by owner of the total contract price plus interest as applicable and acceptance of such Bank Guarantee by the OWNER.

c) Submission of Security cum Performance Bank Guarantee for 10% of the Total Contract Price and acceptance of the same by Owner.

24.1A Advance Payment

No advance payment shall be admissible, however in exceptional circumstances advance of not more than 10% of Total LSTK Contract Price as interest bearing Advance against submission of Bank Guarantee for equivalent amount and Security cum Performance Bank Guarantee for 10% of Total Contract Price shall be made. Such advance will carry interest @ SBI Base rate +1 % prevalent on the date of priced bid opening till adjustment. Such advance, wherever agreed to, shall be adjusted from the progressive payment.

24.1 (B) Progressive Payments

The progressive payments shall be made on the basis of achievement of following milestones as per the Billing Schedule duly approved by Owner.

a) 85 % after adjustment of advance pro-rata payment if any against completion of following activities after physical verification & certification by Owner.

i) License/Technology & Basic Design Fees : 85% after adjustment of advance if any on submission of Basic Engineering Package.

(ii) Detailed Engineering Fees : 85% after adjustment of advance if any on submission of Detailed Engineering Package on pro-rata monthly progress measurement of detailed Engineering work




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(iii) Civil Work : 85% after adjustment of advance if any on pro-rata monthly installments linked with progress of work against certification of Owner as per the billing schedule submitted by the Contractor and approved by the Owner.

(iv) Supply of Equipment’s, machinery, electrical, instruments, piping,. Proprietary supplies, commissioning spares etc. including Taxes and Duties, Transportation to site, port handling and clearance charges (Excluding site fabricated equipment) : 85% after adjustment of advance if any on pro-rata basis on receipt of items at site against physical verification & certification by Owner .

(v) Erection (including fabrication of site fabricated equipment’s): 85% after adjustment of advance if any on pro-rata monthly installment linked with progress of work against certification by Owner as per the billing schedule submitted by the Contractor and approved by the Owner.

(vi) Pre-commissioning and Commissioning:

(a) 40% after adjustment of advance if any on Mechanical completion against certification by Owner.

(b) 45% after adjustment of advance if any after on commissioning & stabilization of plant against certification by Owner .

(vii) Spares including taxes & duties, transportation to site, port handling & clearance charges : 85 % after adjustment of advance if any on physical handing over of spares and acceptance of the same by owner.

(viii) Insurance Charges: 85% after adjustment of advance if any against the documentary evidence in support of taking insurance cover and on proof of installment payment.

b) MECHANICAL COMPLETION :

5 % of Total LSTK Contract Price on acceptance & issue of Mechanical Completion Certificate.

c) FINAL PAYMENT :

10% of the Total LSTK Contract Price on successful completion of guarantee tests as specified in the contract and within 60 days of FINAL ACCEPTANCE of the plants & facilities by the Owner and shall be released subject to fulfilment of conditions of ITB.

24.2 Advance payment

The preferred payment terms have been indicated above. NFL shall not make any unsecured advance payment. 10% of the Total Contract Price shall be paid as interest bearing advance to the Contractor on presentation of following documents.

i) Unconditional acceptance of LOI / Contract copy duly signed by Contractor




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ii) Commercial invoice iii) Security deposit cum Performance bank guarantee of 10% of the total contract

value iv) Bank guarantee equal to the amount of advance+ interest thereon

Security deposit cum Performance bank guarantee issued or counter guaranteed by any of the Indian nationalised/ scheduled banks (except Cooperative and Gramin Bank) or any branch of Foreign Bank in India and shall be valid for the completion period plus defects liability period specified in the contract plus 06(six) months claim period. In case the Contractor fails to supply this bank guarantee within stipulated time, the Owner shall hold back an equivalent sum from payments due to the Contractor. However, such held back sum shall be promptly released on receipt of the approved bank guarantee.

24.3 Full address with Fax No. of the Indian Nationalised/ Scheduled bank issuing/

confirming the bank guarantee shall be indicated. 24.4 Payment shall be made in the currencies and amount stated in the Contract/Work

Order. 24.5 Annual Maintenance Service charges

Payment on pro-rata basis as certified by Engineer-in-charge shall be made against the

invoices raised on quarterly basis at the end of each quarter. 25.0 BANK GUARANTEE 25.1 Bidder shall furnish a bank guarantee for the amount to be paid in advance, as per

Performa enclosed from a nationalised / scheduled bank. The charges for confirmation, if any, will be to the Contractor's account. The bank guarantees shall have a validity period till completion period plus 60 days claim period from the date of Completion stated in the Contract. The validity will be subject to extension if delays in Completion should occur.

26.0 CONTACTING THE OWNER Any effort by a Bidder to influence the Owner in the Owner's Bid evaluation, Bid

comparison or Contract award decisions may result in the rejection of the Bidder's Bid. 27.0 BID CONFORMITY The Owner will determine to their satisfaction whether the Bidder selected is qualified

in their opinion to satisfactorily perform the Contract. 28.0 OWNER’S RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR ALL BIDS. Notwithstanding anything to the contrary contained herein, the Owner reserves the

right to accept or reject any Bid, and to annul the bidding process and reject all bids, at any time prior to (award of NOTICE OF ACCEPTANCE), without thereby incurring any liability to the affected Bidder, or Bidders, or of any obligation to inform the affected Bidder, or Bidders of the grounds for the Owner's action.

29.0 NOTIFICATION OF AWARD (LETTER OF INTENT)




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29.1 The Owner will award the Notification (Letter of Intent) to the successful bidder whose

Bid has been determined to be substantially most responsive and has been determined to be substantially most responding and has been determined as the lowest evaluated Bid after the final negotiation held with (if deemed necessary by Owner) the most competitive bidder.

29.2 Prior to the expiration of the period of Bid validity the Owner will notify the successful Bidder by letter or fax to be confirmed by letter that the Bid has been accepted and the "Letter of Intent" as above will constitute formation of Contract.

29.3 The successful bidder on receipt of "letter of intent" which may be in the form of Fax of

intent or other mode shall convey his acceptance by return e-mail/ fax and to be confirmed by letter within 7 day failing which it will be deemed that LOI is accepted unconditionally.

29.4 Completion period/schedule shall be counted from the date of "issuance of Fax/ Letter

of Intent". 30.0 SIGNING OF CONTRACT Owner will send three copies of Contract to the successful Bidder who, within 10 days

of the receipt of the same, shall sign and return two copies to the Owner as a token of his unconditional acceptance failing which Owner has the right to cancel/withdraw the Contract and forfeit the Bid Security.

31.0 PERFORMANCE SECURITY 31.1 Within 30 days of the Receipt of LOI/CONTRACT from the Owner whichever is earlier,

the successful Bidder shall furnish to the Owner the Security Cum Performance Guarantee equivalent to 10% of the total Contract value in the form of a bank guarantee issued or counter guaranteed by any of the nationalised/ Scheduled Indian banks (except cooperative & Gramin Bank) or any branch of foreign bank in India. The bank guarantee for Performance Security shall be valid for a period to cover contract Completion period plus warranties and guarantees period (12 months from the date of final acceptance of plant or 24 months from Mechanical completion, whichever is earlier) plus AMC period of 3 years plus a claim period of 06 months. The bank guarantee towards performance security shall be in the currency quoted by Bidder or U.S. Dollar. The charges for confirmation, if any will be to Contractor’s account. Security Deposit shall not bear any interest.

31.2 This bank guarantee shall be extended for a further period as stated at Article 8.4 of

the general conditions of Contract to cover the defect liability period. 31.3 Failure of the successful Bidder to comply with the requirements of Article 30 or Article

31 shall constitute sufficient grounds for the annulment of the award in which event the Owner may make the award to the other responsive Bidder or call for new bids, without prejudice to Owner's right and remedies as set forth in Article 25 of general conditions of purchase.




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31.4 The non-judicial Stamp paper of appropriate value or equivalent document value prevailing in the country of the Bidder shall have to be purchased in the name of the bankers executing the bank guarantee and not in the name of the Bidders.

32.0 COMPLETION PERIOD. 32.1 The Bidders are required to quote their best Completion period effective from date of

issuance of LOI (Notification of Award) for the Work under this enquiry. 32.2 It shall be noted by Bidder that if a Contract is placed on the Bidder other than the

lowest acceptable Bidder for consideration of completion schedule alone, such selected Bidder/Contractor shall be liable to pay to the Owner the difference in price between the Contract and corresponding price of the lowest Bidder in case of failure to complete the supplies in terms of such order within the date of completion specified in the Bid and incorporated in the Contract. This is without prejudice to Owner's rights under the terms of Contract including the Price reduction applicable for such delay. The application of such clause shall be notified to Contractor as a part of the Contract

33.0 EXCEPTIONS 33.1 No exceptions are to be taken by the Bidder to the Bid documents including technical

specifications, general and special conditions of contract. However, unavoidable exceptions, if any, both technical and commercial, are required to be listed and submitted separately, including the applicable cost and time in the priced commercial Bid. Exceptions should be clearly stated in the unpriced commercial Bid with a statement that cost implications for withdrawal have been given in the priced commercial Bid. Time implications of withdrawal of exceptions should be given in the unpriced commercial Bid.

Unless the exceptions are listed separately as explained above, it will be assumed by

the Owner/Consultant that Bidder is complying with the Bid documents, and no cognisance shall be given to any exceptions stated anywhere else in the Bidder's offer.

34.0 CONTRACTOR'S DATA 34.1 In addition to compilation of document/drawings/data required in the technical

specifications, Contractor's data as noted on the attached Contractor data requirements is also to be furnished by the dates noted in the applicable column. Contractor is to comply with all “instructions" detailed in this form. All Contractor data are to be submitted to Owner/Consultant.

34.2 Contractor shall incorporate Contract number, requisition number(s), item number(s),

item(s) description and tag number(s) on all Contractor data as called for on the attached form and any other data required by applicable specifications pertaining to the Contract.

34.3 The reproducible drawings furnished by Contractor must be of top quality from which

legible and clearly defined prints can be obtained. Drawings not meeting this requirement will be returned until acceptable reproducible are received. Installation, operation and maintenance data, when called for on the attached Contractor data requirements form, shall include instruction books, dimensional and sectional drawings, recommended spare parts list and interchangeability, lubricant recommendation and complete parts list with detailed information for each part.




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35.0 APPLICABILITY OF CUSTOM DUTY

Bids are invited from Contractors for this project with following two options:

A. Considering merit duty (full applicable custom duty) B. Considering Concessional duty – based on modernization/renovation of existing

fertilizer plant under customs Notification

(Owner shall apply to concerned Government authorities for applicability of these benefits and this option shall be considered in case Government of India notifies these projects under Project Import under Customs Heading)

Contractor shall note for getting concessional duty benefit, Owner shall provide Project Authority Certificate. All other formalities of concerned statutory authorities including Contract Registration, finalisation and reconciliation with custom authorities shall be completed by the Contractor at their own cost.

Owner’s responsibility for B & C shall be limited to: a) Attestation of list of goods of imported items by Department of Fertilizers. b) Issue of Notification by Government of India notifying these projects under

Concessional custom duty

However, on the date of price bid opening only one Price Bid as per status on that day shall be opened.

36.0 INDIAN AGENTS COMMISSION The Bidder shall ensure that no commission or felicitation fees etc. shall be paid to any

agent directly or indirectly in connection with the project. 37.0 INTEGRITY PACT CLAUSE

Bidders will sign the Integrity Pact which is an integral part of the tender documents, failing which the tenderer/bidder will stand disqualified from the tendering process and the bid of the bidder is rejected. Details regarding Integrity Pact can be viewed on NFL’s website: : www.nationalfertilizers.com and down loaded. Kindly enclose duly signed copy of Integrity pact along with other documents

.

*****

NIT DOCUMENT FOR SULPHUR BENTONITE PROJECT AT NFL, PANIPAT

GENERAL CONDITIONS OF CONTRACT

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SECTION-2.0



NFL, PANIPAT



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TABLE OF CONTENTS

1.0 DEFINITIONS 2.0 SCOPE OF CONTRACT 3.0 STANDARDS 4.0 INSTRUCTIONS, DIRECTIONS AND CORRESPONDENCE 5.0 CONTRACT CONFIRMATION 6.0 MODIFICATIONS IN CONTRACT 7.0 USE OF CONTRACT DOCUMENTS AND INFORMATION 8.0 PATENT RIGHTS 9.0 PERFORMANCE SECURITY 10.0 INSPECTION, TESTING AND EXPEDITING 11.0 TIME SCHEDULE AND PROGRESS REPORTING 12.0 PACKING & PRESERVATION 13.0 COMPLETION AND DOCUMENTS 14.0 INSURANCE 15.0 DESPATCH, TRANSPORTATION AND SHIPPING INSTRUCTIONS 16.0 INCIDENTAL SERVICES 17.0 SPARE PARTS, MAINTENANCE TOOLS AND LUBRICA NTS 18.0 WARRANTIES AND GUARANTEES 19.0 ASSIGNMENT 20.0 SUBCONTRACT 21.0 JOINT AND SEVERAL RESPONSIBILITIES 22.0 DELAYS IN THE CONTRACTOR'S PERFORMANCE

23.0 DAMAGES / PRICE REDUCTION 24.0 REPLACEMENT REJECTIONS, REMOVAL OF REJECTED EQUIPMENT

AND REPLACEMENT 25.0 TERMINATION OF CONTRACT 26.0 FORCE MAJEURE 27.0 RESOLUTION OF DISPUTES/ARBITRATION 28.0 GOVERNING LANGUAGE 29.0 NOTICES 30.0 TAXES AND DUTIES 31.0 INSTRUCTION FOR INVOICING AND PAYMENT DOCUMENTATION 32.0 SPECIFICATIONS 33.0 GENERAL



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1.0 DEFINITIONS In this General Conditions of Contract the following terms shall be interpreted as

indicated. 1.1 “Contract shall mean and include invitation to bid, agreement entered into between

Owner and the Contractor. Technical Specifications, drawing(s), General Conditions, Special Conditions, commercial documents, general and special instructions issued from time to time by the Owner in writing, tender documents, letter of acceptance of bid, Letter of Intent (LOI), work order, accepted schedule of rates and all those documents taken together and as modified from time to time in writing shall be deemed to form and construe one document.

1.2 “Contract Price” means the fixed LSTK price as described under Price Schedule (F

– 33) payable by the Owner to the Contractor under Contract as full and final compensation and consideration for Contractors’ complete proper performance of all of its obligation including completion of the Plant under and in accordance with the Contract.

1.3 “Goods” means all of the Equipment, machinery, and/or other materials, which the

Contractor is required to supply/execute to the purchaser under the Contract. 1.4 “Services’” means services for design, engineering, procurement, construction,

installation, commissioning, provision of technical assistance, training and other such obligations of the Contractor covered under the Contract.

1.5 “Owner/Purchaser/ NFL” shall mean National Fertilizers Ltd., a Government of India

Undertaking, a company incorporated under the Companies Act, 1956 having its registered office at SCOPE Complex, Core-III, 7, Institutional Area, Lodhi Road, New Delhi-110003 and Corporate Office at A-11, Sector-24, Noida, Distt. Gautam Budh Nagar, UP – 201 301 and production units at Nangal, Bhatinda (Punjab), Panipat (Haryana) and Vijaipur (MP).

1.6 “Consultant” shall mean M/s PROJECTS & DEVELOPMENT INDIA LTD. having their office at A-14, Sector –1, NOIDA, Dist- Gautam Budh Nagar, UP – 201301,India is acting for and on behalf of M/s National Fertilizers Ltd (Owner/ Purchaser)

1.7 “Contractor” or “Bidder” shall mean the Contractor / Engg. Consultant / Process

Licensors / any Consortium or Joint Venture supplying the Goods / executing the work / Services under the Contract.

1.8 “Subcontract” shall mean Order/Contract placed by the Contractor, for any portion of

the Order or Work, after necessary consent of Owner. 1.9 “Subcontractor” or “Sub Vendor” or “Sub Contractor”- shall mean any person or

persons or firm or their legal representatives, successors, assignees to whom part of Order has been sub-let by the Contractor.

1.10 “Battery Limit” shall mean the area within which Plant/Equipment are to be located.



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1.11 “Equipment” shall mean and include any Equipment, machinery, electrical, instruments, materials, stores, to be provided for under this Contract and amendments thereto.

1.12 “Plant” shall mean entire assembly of the Equipment within specified Battery Limit. 1.13 “Drawings” shall mean and include engineering drawings, sketches showing plants,

sections and elevations related to the Contract together with modifications and/or revisions thereto.

1.14 “Specifications” shall mean and include schedules, detailed description, statement of

technical data, performance characteristics, standards (Indian as well as international) as applicable and specified in the Contract.

1.15 “Engineer” shall mean the Engineer or Executive-in-charge at Site nominated by

Owner. 1.16 “Inspector” shall mean any person or outside agency nominated or agreed by Owner

to inspect Equipment stage-wise as well as final inspection, before despatch, at Contractor's work and on receipt at Site as per the terms of the Contract.

1.17 “Tests” shall mean such process or processes to be carried out by the Contractor as

are prescribed in the Contract or considered necessary by Owner or their representatives in order to ascertain quality, workmanship, performance and efficiency of Equipment or part thereof.

1.18 “Approval” shall mean and include the written consent, either manuscript, type -

written or printed statement, under signature or seal, as the case may be, of the Owner or their authorised representative on documents, drawings or other particulars in relation to the Contract.

1.19 “FOB”, “FCA“,”CFR”, “CIF”, “FAS”, “FOR”, “FOT” & “Ex-Works” shall mean the

terms as defined in the international rules for the interpretation of trade terms, 2000 (Incoterms) with the latest modifications incorporated. The terms FOR and FOT are exclusively meant for Indian bidders only.

1.20 “Terms” and expressions not herein defined shall have the same meaning as are

assigned to them in the Indian sale of Goods Act, 1930, failing that in the Indian Contract Act (1872) and failing that in the General Clauses Act (1897) including amendments thereof, if any.

1.21 “Effective Date” means the date of issuance of Letter of Intent. 1.22 ‘’Completion period’’ shall mean the period starting from date of issuance of LOI till

the completion of guarantee test and handing over of duly commissioned Plant and facilities to Owner WITH THE ISSUANCE OF final acceptance CERTIFICATE BY owner.

1.23 “Site” shall mean the plant location at Panipat, for which this Contract has been

issued and where the Equipment shall be erected and commissioned. The location of plant site is in Panipat (Haryana) India.



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2.0 SCOPE OF CONTRACT

CONTRACTOR shall be responsible for the jobs specified under following: Granting of licences/Technology, design & engineering., review & analysis, codes

and standards, drawings and documents, Owner’s review, Procurement of equipment and material, govt. clearances, network schedule, spares & special maintenance tools, construction tools, transportation and storing of equipment, construction, safety and plant security , pre-commissioning , mechanical completion, commissioning , performance guarantees, Post commissioning services , if required; practical experience for Owner’s personnel , if required; laws and regulations, progress monitoring and reporting, technical information, work of sub contractors, coordination etc.

Take into possession the custody and care of GOODS handed over to

CONTRACTOR by OWNER at the port of entry in India for imported supplies and EXW for indigenous supplies and arrange services of ocean transportation, insurance and carry out the services of port clearance on behalf of OWNER, inland transportation up to SITE, inland transit insurance, unloading, storage at SITE, transportation within SITE, complete services of erection, structural and PRE-COMMISSIONING, COMMISSIONG and PERFORMANCE & GUARANTEE TEST RUNS for PLANT.

Take into possession the custody and care of GOODS handed over by OWNER to

CONTRACTOR on furnishing an Indemnity Bond as per prescribed Proforma and carry out services of inland transportation up to SITE, inland transit insurance, unloading, storage at SITE, in plant transportation, erection, PRE-COMMISSIONING, COMMISSIONING, PERFORMANCE AND GUARANTEE TEST RUN AND FINAL COMPLETION OF PLANT.

OWNER shall furnish to CONTRACTOR on CONTRACTOR’S request for each

shipment delivery documents such as negotiable copy of bill of lading, packing list, invoices etc. duly endorsed in CONTRACOR’S favour after receipt of an indemnity bond from CONTRACTOR in the prescribed proforma for value of GOODS so that CONTRACTOR shall take prompt action to file the papers with customs authorities on behalf of OWNER, for getting the GOODS’ cleared from customs.

OWNER shall give to CONTRACTOR possession, custody and care of GOODS and

CONTRACTOR is obliged and shall remain absolutely responsible for the safe transit/protection and custody of GOODS at Site against all risks whatsoever till GOODS are duly used/erected and commissioned in accordance with the terms of the CONTRACT and the plant/packed duly erected and commissioned in accordance with the terms of CONTRACT, CONTRACTOR undertakes to keep OWNER harmless against loss or damage that may be caused to GOODS.

CONTRACTOR shall take possession of said GOODS from port/customs authorities

on behalf of OWNER. CONTRACTOR shall on behalf of OWNER take all necessary steps and comply with

all formalities to get this CONTRACT registered with the appropriate Indian Customs



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Authorities on behalf of OWNER to have the various imported GOODS assessed at concessional rate of customs duty as applicable.

CONTRACTOR shall be responsible, whenever required, to undertake on behalf of

OWNER customs reconciliation work with Indian customs authorities and finalize the customs assessment within three MONTHS of arrival of the last consignment by furnishing the necessary technical documents and technical information etc. to the said authorities.

CONTRACTOR shall be responsible for all penalties and demurrages due to delay in

clearance from customs port of imported GOODS due to causes not attributable to OWNER nor to Force Majeure events.

CONTRACTOR shall on behalf of OWNER take all necessary action for inspection of

imported GOODS at docks/customs/port and lodge necessary claims under relevant insurance policies for all losses and pursue such claims.

CONTRACTOR shall arrange handing and transportation of GOODS to SITE by

rail/road and be responsible for its arrival at SITE. CONTRACTOR shall unload at SITE, inspect, lodge claims under relevant insurance

policies, if loss and/or damage is found for GOODS wherever necessary, shift and store at SITE and arrange for preservation, covered storage and security during construction.

CONTRACTOR undertakes that GOODS shall be used exclusively for the

performance/execution of the CONTRACT strictly in accordance with its terms and conditions and no part of GOODS shall be utilized for or hypothecated to any other work or purpose whatsoever. It is clearly understood by CONTRACTOR that non-observance of the obligations under this CONTRACT by CONTRACTOR shall inter alia constitute a breach of trust on the part of CONTRACTOR for all intents and purposes including legal consequences.

OWNER is and shall at all times remain the exclusive owner of GOODS free from all

encumbrances, charges or liens of any kind, whatsoever, GOODS shall at all times be open to inspection and checking by Engineer-in- charge/Engineer or other employees/agents authorized by him in this regard. Further, OWNER shall always be free at all times take possession of GOODS in whatsoever form GOODS may be, if in its opinion, GOODS are likely to be endangered, misutilized or converted to uses other than those specified in CONTRACT by any acts or omission or commission on the part of CONTRACTOR or any other persons or on account of any reason whatsoever and CONTRACTOR binds itself and undertakes to comply with the directions of Demand of OWNER to return GOODS without any demur or reservation.

CONTRACTOR shall erect assembly and commission PLANT for achieving guarantee

performance as per TECHNICAL SPECIFICATIONS. CONTRACTOR shall be responsible for obtaining necessary approvals from the

various statutory authorities including inspectorate of boilers in India at no extra cost to OWNER.



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2.1 Scope of the Contract shall be as defined in the Contract Specifications, Drawings and Annexure and Attachments thereto.

2.2 The CONTRACTOR shall furnish Twelve(12) copies in English language of technical

documents, final Drawings, preservation instructions, operation and maintenance manuals, test certificates, and spare parts catalogues. Before despatch under confirmation to the Owner, one reproducible for final Drawings & one CD shall also be furnished along with above twelve copies.

2.3 The documents once submitted by the Contractor shall be firm and final. The

Contractor shall be responsible for any loss to the Owner consequent to furnishing of the incorrect data/Drawings.

2.4 All dimensions and weights should be in metric system. 2.5 All Equipment to be supplied and work to be carried out under the Contract shall

conform to and comply with the provisions of relevant regulations/ acts (state Government or Central Government) as may be applicable to the type of Equipment/Work carried out and necessary certificates shall be furnished.

2.6 The Contractor shall provide cross-sectional drawings wherever applicable to identify

the spare part numbers and their location. The sizes of bearings their make & number shall be furnished. Moreover material of construction, sizes of `O’ rings, oil seals, packing shall also be indicated clearly.

2.7 Specifications, design and Drawings issued to the Contractor along with tender

Specifications and contract are not sold or given but loaned. These remain property of Owner or their assignees and are subject to recall by Owner. The Contractor and his employees shall not make use of the Drawings, Specifications and technical information for any purpose at any time except for execution of work against the Contract and shall not disclose the same to any person, firm or corporate authorities, without written permission of Owner. All such details shall be kept confidential.

3.0 STANDARDS 3.1 The Goods and services supplied under this Contract shall conform to the standards

mentioned in the technical Specifications, or such other standards, which ensure an equal or higher quality and when no applicable standards is mentioned, the latest standards issued by an authority / recognised institution in the country of origin of the Goods shall be applicable. In case, more than one standard is indicated in the Contract, the more stringent one shall be followed.

4.0 INSTRUCTIONS, DIRECTIONS AND CORRESPONDENCE 4.1 The materials and services described in Contract are to be supplied according to the

standards, data sheets, tables, Specifications and Drawings attached hereto and/or enclosed with the Contract itself and according to all conditions both general and specific enclosed with the Contract, unless any or all of them shall have been modified or cancelled in writing as a whole or in part.



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i) All the work shall be carried out under the direction of and to the satisfaction of Owner.

ii) All communications including technical/commercial clarifications and/or

comments shall bear reference to the Contract. iii) Invoice for payment against Contract shall be addressed to Owner. iv) The Contract number shall be shown on all invoices, communications, packing

lists, containers and bills of lading etc. 4.2 All correspondence from Contractor shall be forwarded in duplicate (2 copies) to

OWNER at following address:

Executive Director National Fertilizers Limited, Panipat , Haryana India

4.3 Correspondence on technical and commercial matters shall be dealt with in separate letters for each Contract and each copy of the letter shall be complete with all Annexure.

4.4 Correspondence for expediting and inspection shall be done directly with Inspector

with two copies to Owner at following address.

Executive Director National Fertilizers Limited, Panipat , Haryana India

5.0 CONTRACT CONFIRMATION 5.1 Within ten (10) days from date of receipt of the Contract, Contractor shall sign the

Contract and return it to the Owner. The copy of the Contract shall be signed by an authorised officer of the company with company seal.

5.2 After Contract confirmation/signing, the terms and conditions contained therein take

precedence over Contractor's bid conditions and all previous correspondence. 5.3 If after award of Contract, as per Article 31 of Attachment-A-01, the Contractor does

not acknowledge receipt of Award of Order and/or fails to furnish the security deposit cum performance bank guarantee within the time period specified in the Contract, Owner reserves the right to cancel the Contract without prejudice to various rights and remedies the Owner may be entitled to as per terms and conditions of Contract and without being liable in any manner whatsoever to the Contractor.

. 6.0 MODIFICATIONS IN CONTRACT 6.1 All modifications leading to changes in the Contract with respect to technical or

commercial aspects including terms of completion period shall be considered valid only when accepted in writing by Owner by issuing amendment to the Contract. Issuance of acceptance or otherwise in such cases shall not be any ground for



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extension of agreed Completion date and also shall not affect the performance of Contract in any manner except to the extent mutually agreed to, through a modification to Contract. Owner shall have the right to modify or amend the Contract subject to an adjustment in the Contract price and/or Completion date in accordance with the applicable provision of the Contract, if any, or pursuant to mutual agreement.

6.2 Owner shall not be bound by any printed conditions, provisions in the Contractor's

bid forms or acknowledgement of Contract, packing list and other documents which purport to impose any condition at variance with or supplemental to Contract.

7.0 USE OF CONTRACT DOCUMENTS AND INFORMATION 7.1 The Contractor shall not, without the Owner’s prior written consent, disclose the

Contract or any provision thereof, or any specification, plan, drawing, pattern, sample or information furnished by or on behalf of the Owner in connection therewith, to any person other than a person employed by the Contractor in the performance of the Contract. Disclosure to any such employed person shall be made in confidence and shall extend only so far as may be necessary for purpose of such performance.

7.2 The Contractor shall not without the Owner’s prior written consent, make use of any

document or information enumerated in Article 7.1 except for purpose of performing the Contract.

7.3 Any document other than Contract, itself, enumerated in Article 7.1 shall remain the

property of the Owner and shall be returned (all copies) to the Owner on completion of the Contractor's performance under the Contract if so required by the Owner.

8.0 PATENT RIGHTS

8.1 The Contractor shall indemnify the Owner against all third party claims of

infringement of patent, trademark or industrial design rights arising from use of the Goods or any part thereof in the Owner's country.

8.2 Patent Indemnity

Contractor shall warrant that the use or sale of the materials delivered under will not

infringe claims of any patent covering such material (to the extent the design for such materials is not furnished by Owner) and Contractor agrees to be responsible for and to defend at its sole expense all suits and proceedings against Owner based on any such alleged patent infringement and to pay all costs, expenses, judgements and damages which Owner may have to pay or incur by reason of any such suit or proceedings. Notwithstanding the foregoing Owner does not warrant against and shall not be responsible for claims of patent infringement based solely on the use of such materials in combination with other materials or Equipment or in the operation of any process other than such process as may be inherent in the use of such materials.

8.3 Mechanics Lien



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Contractor agrees to indemnify and hold harmless Owner against all labourer's material man’s and/or mechanic's liens arising from its work, and shall keep the premises of Owner free from all such claims, liens and encumbrances.

8.4 Permits and Certificates

Contractor shall procure, at its expense, all necessary permits, certificates and

licences required by virtue of all applicable laws, regulations, ordinances and other rules in force at the place where any of the works is to be performed, and Contractor further agrees to hold Owner harmless from liability or penalty which might be imposed by reason of any asserted or established violation of such laws, regulations, ordinances or other rule.

9.0 PERFORMANCE SECURITY 9.1 Within 30 days after receipt of Notification of Award (LOI)/ Contract by Contractor

whichever is earlier, the Contractor shall furnish to the Owner security cum performance guarantee in the form of a Bank Guarantee for an amount equivalent to 10% of the value of Contract. Contractor shall inform the Owner name and address of its banker along with Fax Number and E-Mail.

9.2 The proceeds of performance security shall be appropriated by the Owner as

compensation for any loss resulting from the Contractor's failure to complete its obligations under the Contract without prejudice to any of the rights or remedies the Owner may be entitled to as per terms and conditions of Contract.

9.3 The performance security shall be denominated in the currency of the Contract and

shall be furnished in the form of bank guarantee. 9.4 The security Deposit Cum Performance Bank Guarantee shall be valid for the

duration of the completion period plus warranties and guarantees period (12 months from the date of final acceptance of plant or 24 months from Mechanical completion, whichever is earlier) plus AMC period of 3 years plus a claim period of 06 months. The Proforma for security Deposit Cum Performance bank guarantee is enclosed at F-10. Letter of Credit, Project authority Certificate and Advance payment shall be issued only after receipt of Security Deposit Cum Performance Guarantee by Owner.

Note: Any bank guarantee may it be for Advance Payment, EMD or Security cum

Performance shall be issued or counter guaranteed by any of the Nationalised/ Scheduled Indian Banks (except Cooperative and Gramin Bank) or any branch of foreign Bank in India. In case of Bank Guarantee issued by the foreign bank outside India, confirmation of the same by any Nationalised Bank in India is required. The charges for confirmation shall be to Contractor’s account.

10.0 INSPECTION, TESTING AND EXPEDITING 10.1 The Owner or its representatives shall have their right to inspect and/or to test the

Goods to confirm to the Specifications laid down in the Contract. The special conditions of Contract and/or the technical specifications shall specify what inspections and Test the Owner require and where they are to be conducted. The



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Owner shall notify the Contractor in writing of the identity of any other representatives retained for this purposes. Expediting performed by Owner’s representative in no way relieves the Contractor of obligation under the terms and conditions of this Contract.

10.2 The inspections and Tests may be conducted on the premises of the Contractor or

his Subcontractor at point of Completion and/or at the Good's final destination. When conducted on the premises of the Contractor or his Subcontractor, all reasonable facilities and assistance including access to drawings and production data shall be furnished to the Inspector at no charge to the Owner.

10.3 Should any inspected or tested Goods fail to conform to the Specifications, the

Owner may reject them and Contractor shall either replace the rejected Goods or make all alterations necessary to meet Specifications' requirements free of cost to the Owner.

10.4 The Owner's right to inspection, Test and where necessary rejection of, the Goods

after the Goods arrival in the Owner's country shall in no way be limited or waived by reason of the Goods having previously been inspected, tested and passed by the Owner or their representative prior to the Goods shipment from the country of origin.

10.5 The Inspector shall follow the progress of the manufacture of the Equipment under

the Contract to ensure that the requirements outlined in the Contract are not being deviated with respect to schedule and quality.

10.6 Contractor shall allow the Inspector to visit, during working hours, the workshops

relevant for execution of the Contract during the entire period of Contract execution. 10.7 In order to enable Owner’s representatives to obtain entry visas in time, Contractor

shall notify Owner two months before assembly, testing and packing of main Equipment. If requested, Contractor shall assist Owner's representatives in getting visas in the shortest possible time (applicable only in case of foreign order).

10.8 Contractor shall place at the disposal of the Inspector; free of charge all tools,

instruments, and other apparatus necessary for the inspection and/or testing of the Equipment. The Inspector is entitled to prohibit the use and despatch of Equipment and/or materials, which have failed to comply with the characteristics required for the Equipment during Tests and inspections.

10.9 Contractor shall ensure that the same permission is granted by his Subcontractor to

the Inspector. 10.10 In respect of this inspection, Contractor shall advise in writing of any delay in the

programme at the earliest possible date, describing in detail what has caused the delay and the proposed corrective action.

10.11 All Tests and trials in general, including those to be carried out for materials not

manufactured by Contractor shall be witnessed by the Inspector. Therefore, Contractor shall confirm with the Owner by Email/fax about the exact date of inspection, with at least 30 days notice. Contractor shall specify the Contract item and quantities ready for testing and indicate whether a preliminary or final Test is to be carried out.



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10.12 If on receipt of this notice, Owner should waive the right to witness the Test; timely

information will be given accordingly to the Contractor. 10.13 Any and all expenses incurred in connection with Tests, preparation of reports and

analysis made by qualified Laboratories/Institutions, necessary technical documents, testing documents, and documents, and Drawings shall be to Contractor's cost. The technical documents shall include the reference and numbers of the standards used in the construction, wherever deemed practical by the Inspector, with copy of such standards. Contractor shall be held responsible for any possible delay in the approval or testing phase as well as for any possible delay in the remittance of necessary certificates. Delay on the part of the above mentioned institutions will not be considered a case of 'Force Majeure'.

10.14 Nothing in this Article 10 shall in any way release the Contractor from any warranty

or to his obligations under this Contract. 10.15 Arrangements for all inspection required by Indian Statutory Authorities and as

specified in Technical specifications shall be made by Contractor. 10.16 Participation or presence of Owner or their representatives at any Tests or their

failure to be present at or to witness any Tests to be undertaken pursuant hereto shall not in any way or manner relieve or release the Contractor from any of its warranties, guarantees or other obligations under the contract.

10.17 Copies of all Test results/report of the Tests shall be furnished promptly by the

Contractor to the Owner. 11.0 TIME SCHEDULE AND PROGRESS REPORTING 11.1 Time schedule network/bar chart. 11.1.1 Together with the Contract confirmation, Contractor shall submit to Owner, his time

schedule regarding the documentation, supply and manufacture of Equipment and materials as well as information of his Subcontracts to be placed with their parties, including the dates on which Contractor intends to issue such Subcontracts.

11.1.2 The time schedule will be in the form of a network or a bar chart clearly indicating all

main or key events regarding documentation, supply of raw materials, manufacturing testing and Delivery, Erection & Commissioning, Guarantee test & handing over of Plant.

11.1.3 The original issue and subsequent revisions of Contractor's time schedule and or

Subcontractor's time schedules shall be sent to Owner in three copies (of which one shall be reproducible).

The time schedule network/bar chart shall be updated at least every month.

11.2 Progress Trend Chart/Monthly Report

11.2.1 PERT/CPM shall be provided at the start of execution and revised as and when

required,



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11.2.2 Contractor shall report fortnightly to Owner the progress of the execution of Contract

and achievement of targets set out in time bar chart. 11.2.3 The progress will be expressed in percentages shown in the progress trend chart. 11.2.4 The first issue of the progress trend chart will be forwarded together with the time

bar chart along with the Contract confirmation. 11.2.5 The fortnightly reporting will bear the updating of the progress trend chart. 11.3 PROGRESS PERFORMANCE 11.3.1 Owner or his representatives shall have the right to inspect Contractor's premises to

evaluate the actual progress of work on the basis of Contractor's time schedule documentation.

11.3.2 Irrespective of such inspection, Contractor shall advise Owner at the earliest

possible date of any anticipated delay in the programme indicating the reasons thereof and corrective measures proposed thereto.

11.3.3 In the event that the delay is caused by a delay in the Completion of sub-contracted

job, Contractor shall submit details together with copies of the appropriate orders and agreements entered with such Sub-contractors

11.4 Notwithstanding the above, in case progress on the execution of Contract at various

stages is not as per phased time schedule and is not satisfactory in the opinion of the Owner which shall be conclusive or if the Contractor shall neglect to execute the Contract with due diligence and expedition or shall contravene the provisions of the Contract, Owner may give notice of the same in writing to the Contractor calling upon him to make good the failure, neglect or contravention complained of. Should the Contractor fail to comply with such notice within the period of 30 days, the Owner shall have the option and at liberty to take the Contract wholly or in part out of the Contractor's risk and cost and recover from the Contractor all extra costs incurred by the Owner on this account and agreed penalty. In such an event Owner shall not be responsible for any loss that the Contractor may incur and Contractor shall not be entitled to any gain. Owner shall, in addition have the right to confiscate performance security in full or part.

12.0 PACKING AND PRESERVATION 12.1 The Contractor shall provide such packing of the Goods as is sea worthy and is

such as shall prevent damage or deterioration to them or any part thereof during transit to their final destination as indicated in the Contract. The packing shall be sufficient to withstand without limitation to rough handling during transit and exposure to extreme temperatures, salt and precipitation during transit and open storage. Packing case size and weights shall be taken into consideration, where appropriate, the remoteness of the Goods' final destination and the absence of heavy handling facilities at all points in transit.



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12.2 The packing, marking and documentation within and outside the packages, shall comply strictly with such special requirements as shall be expressly provided for in the Contract and subject to any subsequent instructions issued by the Owner.

12.3 Contractor shall be obliged to make compensation for all losses suffered by Owner

due to Contractor's improper packing of Equipment.

i) Spares shall be packed separately and identification marks tagged to each of the items, containing the following information and as per instructions specified in the Contract:

a) Details of Equipment and Contract b) Nomenclature of part/component c) Part No. and Drawing No. d) S. No. of part in Contract. e) S. No. of part in spares catalogue. ii) All fragile and all exposed parts shall be packed with due care and packages shall

bear the words "Handle with Care" in English. iii) All nozzles, pipes, and all sheets shall be marked with straps bearing progressive

numbers. iv) All holes and openings as also all the machined surfaces shall be carefully protected

against weather and damages. v) All manufactured surfaces shall be painted with rust proof paint. vi) All threaded fittings shall be greased and provided with plastic caps. vii) All bright and machined parts shall be coated with appropriate anti-rust protective/

preservative material suitable for tropical and coastal climatic conditions. viii) All small pieces shall be wrapped in jute bags lined with polythene and packed in

cases. All pipes shall be bundled in small lots with strong wire in at least four (4) places and 4 metallic tags placed giving information on size, specifications, length, and weight of bundle. Both the ends of pipes should be plugged with plastic caps.

ix) No Equipment shall be shipped on deck without specific approval of Owner. x) All on the deck shipments, if permitted, shall be given special protective coating and

packing. xi) Nitrogen at Positive pressure may be required to be maintained, in case of rotors

and some pressure vessels in order to prevent corrosion due to presence of moisture in ambient air. In such case Contractor shall provide nitrogen regulator, nitrogen gas, hoses and coupling etc.

12.4 Contractor is fully responsible for specification of the storage conditions for his

Equipment and materials, and Contractor is also responsible for any damage incurred due to faulty or missing instructions.



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12.5 At least 30 (thirty) days prior to final inspection, Contractor shall submit to Owner a complete description of the packing.

12.6 The Contractor shall be liable for all damages or breakage to the Equipment due to

the defective or insufficient packing as well as for corrosion due to insufficient protection. In such an event Contractor shall arrange for free replacement without any cost to Owner.

12.7 In each package Contractor will ensure that there is a packing list in English

language. The storage classification shall be agreed with Owner and indicated in the conditions of Contract. A separate packing list in polythene/cellophane cover shall be affixed on to outside of each package.

12.8 Contractor / Supplier shall ensure compliance regarding treatment and marking of

the packing material as per ISPN-15 and other related requirements of Government of India. Wherever required supplier / contractor shall ensure necessary phyto-sanitary certificate for this are made available to custom authority at the time of custom clearance.

13.0 COMPLETION AND DOCUMENTS 13.1 Completion time shall include time for submission of Drawings for approval,

incorporation of comments, if any, and final approval of Drawings by Owner. 13.2 In the event of delay in execution, Contractor shall cause Price Reduction as

stipulated in the Article 23. 13.3 In case of delayed Completion beyond the stipulated Completion by Contractor even

though normal extension of completion time is allowed by Owner, all extra costs on account of changes of statutory regulations/ acts, or increase in price on any other account including price variation clause, if any, shall not apply to the Contract price and shall be borne by the Contractor.

13.4 Special care shall be taken by the Contractor to furnish manufacturer's test

certificates, material of constructions, make, type pressure ratings, wherever applicable, included in the scope of supply of Equipment, before its shipment to enable Owner to obtain permission for import from directorate of explosive or any concerned Statutory Authority in India.

13.5 Contractor shall submit a certificate of origin regarding the origin of Goods to the

Owner as per Contract, which shall be a signed statement of the Contractor with endorsement from trade association, Chamber of Commerce or similar recognised body.

14.0 INSURANCE

CONTRACTOR shall take in the joint name of CONTRACTOR and OWNER comprehensive transit insurance for imported and indigenous GOODs Transit-cum-Storage-Erection or its equivalents and third party liability insurance policies with reputed underwriters to cover ALL RISK whatsoever during the whole period starting with dispatch of GOODS from BIDDER/CONTRACTOR’s warehouses FOB port of shipment for imported GOODS and EXW at Contractor’s works for indigenous



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GOODS and shall further cover for marine insurance, performing services in India for transportation, loading, unloading, assembly, erection, testing COMMISSIONING OF PLANT till FINAL COMPLETION. CONTRACTOR shall also take in the joint name of CONTRACTOR and OWNER an ALL RISK policy to cover owner’s existing establishments and plants in the area surrounding the proposed site of SULPHUR BENTONITE unit. The value of such policy shall not be lower than Rs 25.0 Crores and shall be valid till COMMISSIONING OF PLANT till FINAL COMPLETION CONTRACTOR shall be fully responsible for pursuing and setting all claims under the underwriters. In the event of accident, injury, damage or loss likely to form a claim under the above insurance policies, CONTRACTOR shall as quickly as possibly submit the insurance claims by underwriters under intimation to OWNER CONTRACTOR shall also keep OWNER fully informed about progress of each such case. CONTRACTOR shall undertake immediate repair and replacement of the equipment lost in transit, storage, assembly, erection and COMMISSIONING of PLANT pending settlement of claim thereafter by the underwriters.

14.1 The Contractor at his cost shall arrange, secure and maintain all insurance as may

be pertinent to the works and obligatory in terms of law to protect his interest and interest of Owner, against all perils detailed herein. The Form and the limit of such insurance as defined herein together with the under-writer in each case shall be acceptable to the Owner. However, irrespective of such acceptance, the responsibility to maintain adequate insurance coverage at all times including third party liability during the period of contract shall be as of Contractor alone. The contractor’s failure in this regard shall not relieve him of any of his contractual responsibilities and obligations. The insurance covers to be taken by the contractor shall be in the joint names of Owner and the Contractor. The Contractor shall, however, be authorised to deal directly with insurance company or companies and shall be responsible in regard to maintenance of all insurance covers.

14.2 All insurance including marine insurance is to be covered from insurance company

registered in India. There should be a single cover for marine cum inland transit, storage and erection upto ACCEPTANCE OF PLANT. The insurance premium is reimbursable subject to maximum of the quoted amount under this head. All insurance covers shall be taken by CONTRACTOR in joint name of CONTRACTOR and OWNER.

14.3 Any loss or damage to the equipment during handling, transportation, storage, erection, putting the equipment into satisfactory operation and all activities to be performed till the successful completion of trial operation of the plant shall be to the account of the contractor. The contractor shall be responsible for reference of all claims and make good the damages or loss by way of repairs and/or replacement of the equipment, damaged or lost.

The transfer of title shall not in any way relieve the contractor of the above responsibility during the period of contract. The contractor shall provide the Owner with copies of all insurance policies and documents taken out by him in pursuance of the contract. Such copies of documents shall be submitted to the Owner immediately after such insurance coverage. The contractor shall also inform the Owner in the writing at least sixty (60) days in advance regarding the



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expiry/cancellation and/or change in any of such documents and ensure revalidation, renewal etc. as may be necessary well in time.

14.4 License /facilities, to the extent it remains the responsibility of the Owner, in respect

of supplies to be made by the foreign Contractor from outside India required for purposes of replacement of equipment lost in transit and /or during erection and /or during storage shall be made available by the Owner. Contractor shall however, be required to follow the procedure as may be laid down by the Owner to facilitate him arranging such license /facilities. The perils required to be covered under the insurance shall include, but not be limited to fire and allied risks, miscellaneous accidents (erection risks) workman compensation risks, loss or damage in transit, theft, pilferage, riot and strikes and malicious damages, civil commotion, weather conditions, accidents of all kinds, war risks (during ocean transportation only) etc. The scope of such insurance shall be adequate to cover the replacement/reinstatement cost of the equipment for all risks till the equipment is taken over by the Owner. The insurance policies to be taken should be on replacement value basis and/or incorporating escalation clause. Not withstanding the extent of insurance cover and the amount of claim available from the underwriters, the contractor shall be liable to make good the full replacement/rectification of all equipment/materials and to ensure their availability as per project requirements without additional financial liability to the Owners.

14.5 All cost on account of insurance liabilities covered under the contract will be to the

contractors account and will be included in the contract price. The contractor, while arranging the insurance, shall ensure to obtain all discounts on premia, which may be available for higher volume or for reason of financing arrangement of the project.

15.0 DESPATCH, TRANSPORTATION / SHIPPING INSTRUCTIONS 15.1 CONTRACTOR shall arrange for dispatch of GOODS by sea / rail / road / air after

proper packing and protection as per instructions given in this CONTRACT. The consignment shall be dispatched after inspection and issue of acceptance certificate unless otherwise agreed to in writing.

15.2 In case of imported GOODS On-Deck Shipment should not be without prior

permission of OWNER, which shall not be unreasonably withheld. 15.3 a) Clean on Board Bill of Lading for all Offshore Supplies shall be drawn as under: For FOB / FAS Shipment Consignee – National Fertilizers Ltd SULPHUR BENTONITE Project

Panipat, Panipat, Haryana

b) Property in GOODS i) As to imported GOODS whether supplied on FOB or FAS basis, title to and property

in GOODS shall pass to OWNER, FOB Port of Export or in the case of shipment by air freight of delivery to the International Airline at the port of export.



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ii) As to GOODS purchased in India title to and property in GOODS shall pass to OWNER, supplier shops notwithstanding the transfer of the title to and property in GOODS to OWNER CONTRACTOR shall carry out all obligations in regard thereto as stipulated in CONTRACT.

iii) The care and custody responsibility of CONTRACTOR shall terminate upon FINAL COMPLETION and handing over of duly commissioned Plant to Owner.

Assembly Marks and Name Plates:

15.4.1 All components / parts of GOODS when dispatched in unassembled status shall be

adequately visible, indelibly hard marked with identification mark comprising equipment / part numbers and CONTRACT under which shall be shown on drawing to facilitate speedy identification, assembling or dismantling.

. 15.4.2 Name Plates

On each equipment, a nameplate indicating basic details, pressure rating, wherever applicable, code number of equipment, electrical characteristics in case of electrical equipment, name of instrument with tag no., manufacturer’s name shall be fixed at proper place.

15.5 All inland transportation shall be governed by applicable Indian Laws. 15.6 Shipping Arrangements and Forwarding of Documents

15.6.1 In the case of a shipment on the FOB basis, OWNER requires Ocean transportation by Conference Vessels or by Indian Vessels through TRANSCHART. In such cases CONTRACTOR shall be permitted to use alternative carriers, if the specified carrier is not available within the delivery period required by CONTRACTOR. All shipping arrangements shall then be made by CONTRACTOR with the help of Secretary, Shipping Coordination Committee, Ministry of Shipping Transport, New Delhi (CABLE : TRANSPORT, NEW DELHI, TELEX VAHAN ND 2312, 2448 AND 3104) or through their Forwarding Agent as named below

15.6.2 Forwarding & Shipping Agents

a) U.K. (Incl. Northern M/s Schenker & Co. GmbH Ireland) Eire. The Northern continent of Europe (Germany, Holland, Belgium, France, Norway, Sweden, Finland, Denmark). Ports on the Cable continental seaboard of the Mediterranean (i.e.

French and western Italian ports) and also Adriatic ports

Panalpine World Transport

Panalpine Welttransport

Nagelsweg-374, D-20097

Hamsburg, Germany

Tel.49-40-23771-126

b) USA & Canada OPT Overseas Transport Inc



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(Tyssen Hariel Logistic Co.)

46, Sellers, St. Kearncy,

N.J. 07032, USA.

Telex : 6733586

Fax 201-9988733

Phone : 201-9987771

c) Japan The First Secretary (Commercial) Embassy of India

2-11 Kudan Minamy, 2 Chome Chiyoda Ku

Tokyo 10 2-0074, Japan

E-mail : [email protected]

15.6.3 Bill of lading should be drawn to show Government of India as the shipper and Govt. of India A/C NFL, Panipat SULPHUR BENTONITE Project at Haryana as the Consignee. In no case Consignee on the bill of lading shall be the negotiating bank in India

15.6.4 Adequate notice of not less than six (6) weeks about the readiness of Cargo for shipment should be given to Forwarding Agent from time to time for finalizing the shipping arrangements. All materials shall be shipped on freight to pay.

15.6.5 For the purpose of ascertaining the availability of suitable Conference Lines vessels and Indian Member Lines vessels and granting dispensation in the event of their non-availability, CONTRACTOR should give adequate notice about the readiness of each consignment from time to time atleast six weeks in advance of the required position to the forwarding agent and also endorse a copy thereof to the Shipping Coordination Office, Ministry of Shipping and Transport, New Delhi (cable : Tranchart, New Delhi) as also to the owner.

15.6.6 To avoid delays in shipments, CONTRACTOR may make his own arrangements for shipment if shipping arrangement is not advised by Transchart under the Ministry of Shipping and Transport, to CONTRACTOR within the specified time or if the vessel arranged is scheduled to arrive at the specified port of loading later than 15 days of the date of readiness of cargo.

15.6.7 CONTRACTOR shall avoid the use of overaged vessels for the shipment of the imported GOODS under this CONTRACT and if so used, the cost of additional insurance, if any, shall be borne by CONTRACTOR.

15.6.8 For arranging clearance of shipment at Indian Port of Entry one set of shipping document as under are to be dispatched by mail to CONTRACTOR’s clearing agents/CONTRACTOR

i) 1/3 original Bill of Lading (B/L)

ii) 2 copies of non-negotiable copies of B/L

iii) 2 copies of packing list

iv) 2 copies of signed invoice

v) 2 copies of certificate of origin

vi) 2 copies of telex/cable to insurance company

vii) Freight bill, if freight is paid by CONTRACTOR

viii) Test certificates



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ix) Inspector Release Note

15.6.9 Contractor shall register himself with Sales Tax authorities in Haryana and obtain necessary clearances from government required for entry of materials in the states.

16.0 INCIDENTAL SERVICES

16.1 As specified in the special conditions of Contract, the Contractor may be required to provide any or all of the following services: i) Performance or supervision or maintenance and/or repair of the supplied Goods,

for a period of time agreed by the parties, provided that this service shall not relieve the Contractor of any warranty obligations under this Contract, and

ii) Conduct training of the Owner's personnel, at the Contractor's plant and/or on

Site, in assembly, start-up operation, maintenance and/or repair of the supplied Goods.

16.2 At the request of Owner, Contractor shall at his expense, dismiss from work and

replace any such employee as Owner, may deem incompetent or careless or whose continued employment is deemed inimical to the interest of the Owner or against public interest.

16.3 Other conditions of work at Site shall be as per site working & safety condition as

per Document no P90/E-1/P-1/A06 17.0 SPARE PARTS, MAINTENANCE TOOLS AND LUBRICANTS 17.1 As specified in the Contract, the Contractor may be required to provide any or all of

the following materials and notifications pertaining to spare parts manufactured or distributed by the Contractor.

i) Such spare parts as the Owner may opt to purchase from the Contractor,

provided that this option shall not relieve the Contractor of any warranty obligations under the Contract, and

ii) 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.

iii) The Contractor will provide the Owner with all the addresses and particulars of

his Sub-Contractors/Sub Contractors while placing the order on vendors for items/components/ Equipment covered under the Contract and will further ensure with his vendors that the Owner, 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.

iv) The Contractor shall guarantee the long term availability of spares to the Owner

for the full life of the Equipment covered under the Contract. The Contractor shall



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guarantee that before going out of production of spare parts of the Equipment covered under the Contract, he shall give the Owner at least 2 years advance notice so that the later may order his bulk requirement of spares, if he so desires. The same provision will also be applicable to Subcontractors. Further, in case of discontinuance of manufacture of any spares by the Contractor and/or his Subcontractors, Contractor will provide the Owner, two years in advance, with full manufacturing Drawings, material Specifications and technical information including information on alternative equivalent makes required by the Owner for the purpose of manufacture/ procurement of such items.

17.2 Contractor shall complete item-wise list with value of each item of spare parts and

maintenance tools requirements for two years' operation and maintenance period. 17.3 Spare parts shall be new and of first class quality as per engineering

standards/codes, free of any defects (patent or latent), deficiency in design, materials and workmanship and also shall be completely interchangeable with the corresponding parts.

17.4 Type, No. and sizes of bearings shall be indicated. Size & material of construction of

`O’ rings, oil seals, packing shall also indicated.

17.5 Spare parts shall be packed for long storage under tropical and coastal climatic conditions in suitable cases, clearly marked for the intended purpose.

17.6 A list of special tools and gauges required for normal maintenance and special

handling and lifting appliance if any, for the Equipment shall be submitted to Owner. 17.7 Whenever lubricants are required, Contractor shall indicate the quantity of lubricants

required for the first filling, the frequency of changing, the quantity of lubricants required for 1 year's continuous operation and the types of recommended lubricants indicating the commercial name (trade mark), quality and grade.

17.8 If Contractor is unable to recommend a specific oil, basic recommended

characteristics of the lubricants may be indicated. 17.9 Contractor shall indicate various equivalents of lubricants available in India.



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18.0 WARRANTIES AND GUARANTEES 18.1 Materials and Workmanship Warranty 18.1.1 The Contractor shall fully warrant that the Goods supplied under the Contract are

new, unused; of the most recent or current models and incorporate all recent improvements in design and materials unless provided otherwise in the Contract. The Contractor shall further warrant that all Goods supplied under this Contract shall be of first class quality according to Specifications, have no defect (patent or latent) arising from design, materials or workmanship or from any act of omission of the Contractor that may develop under normal use of the supplied Goods in the condition prevailing in the country of final destination.

18.1.2 This warranty shall be valid for 24 months from Mechanical Completion or 12

months from final acceptance whichever is earlier. Should any defects be noticed in the design, materials and/or workmanship within 24 months from the date of Mechanical Completion or 12 months from the date of final acceptance of plant, whichever is earlier, Owner shall inform Contractor and Contractor shall immediately on receipt of such intimation depute their personnel within 7 days to investigate the causes of defect and arrange rectification/ replacement/ modification of the defective Equipment at Site without any cost to Owner within a reasonable period. Owner shall be free to take such corrective action as may be deemed necessary at Contractor’s risk and cost, after giving notice to the Contractor. The Owner shall promptly notify the Contractor in writing of any claim arising under this warranty.

18.1.3 Damage to the machinery and/or Equipment deriving from incomplete and

erroneous instructions issued by Contractor will be considered Contractor‘s fault and will be treated according to the provisions of this warranty clause.

18.1.4 In case defects are of such nature that Equipment shall have to be taken to

Contractor's works for rectification etc., the Contractor shall take the Equipment at his cost after giving necessary undertaking or security as may be required by the Owner. Owner shall, if so required by the Contractor, despatch the Equipment by quickest mode on freight to pay basis to the Contractor's works. After repairs Contractor shall deliver the Equipment at Site on freight paid basis. All risks in transit to and fro shall be borne by the Contractor.

18.1.5 Equipment or part thereof so repaired or replaced shall have further warranty for a

period of 12 months from the date of acceptance. However in any case, warranty shall not extend beyond 62 months from the EDC.

18.1.6 If the repairs, replacements or modifications referred to, are of such nature as may

affect the efficiency of the Equipment, Owner/ shall have the right to give to the Contractor within one month of such replacement/renewal, notice in writing to carryout tests as may be required for acceptance of the Equipment.

18.1.7 If the Contractor fails to meet his obligation to repair or replace defective Goods

within a reasonable period of time, if Contractor refuses to carry out work under the guarantee clause and implied guarantee conditions, if danger is anticipated or in case of severe urgency Owner shall be entitled to carry out at Contractor's cost and



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risk, repair work or replacement deliveries or have it done by a third party. In case not all Goods have been delivered by Contractor, Owner is entitled to procure the remaining Goods at Contractor‘s cost and risk. This does not relieve Contractor of any of his guarantee, obligations. Taxes and duties of any kind, whatsoever imposed by the authorities of the country of Contractor or his Subcontractors until Completion shall be borne by Contractor.

18.1.8 Damages to EQUIPMENT deriving from incomplete, erroneous instructions issued by CONTRACTOR will be considered CONTRACTOR’s fault and will be treated according to the provision of warranty clause.

18.2 Performance Guarantee 18.2.1 Contractor shall guarantee that the performance of the plant under the Contract shall

be strictly in conformity with the Technical Scope as enclosed in the ITB documents and shall perform the duties specified under the Contract.

18.2.2 If the performance of the Plant fails to prove the guarantee set forth in the

Specifications, Contractor shall investigate the causes and provide free of cost to Owner design, Engineering, materials, and services and Equipment within a reasonable period to prove guarantees. The Contractor's liability for reviewing the defect as well as making good any shortcoming shall be unlimited. The Contractor shall be liable for reviewing the defect as well as making good any shortcoming as set forth in Performance Guarantee parameters as detailed in Technical specification..

18.2.3 If the supplier / contractor fails to prove the guarantee within the period stipulated in

the contract, the owner shall have the option to takeover the equipment and rectify the same, if possible to fulfil the guarantees and / or to make necessary additions to make up the deficiency at supplier’s / contractor risk and cost. All expenditure incurred by the Owner in this regard shall be on Supplier’s / Contractors account.

19.0 ASSIGNMENT The Contractor shall not assign in whole or in part, its obligations to perform under

this Contract, except with the Owner's prior written consent. 20.0 SUBCONTRACT AND PURCHASE ORDERS 20.1 General

All vendors, suppliers, consultants and SUB-CONTRACTORS providing equipment, materials, construction equipment, or services to CONTRACTOR under a SUBCONTRACT, purchase order or similar purchase form or arrangement with CONTRACTOR for the performance of the WORK under this CONTRACT are herein referred as ‘SUB-CONTRACTOR and any such SUBCONTRACTS, purchase orders and similar purchase forms and arrangement entered into by or on behalf of CONTRACTOR with SUB CONTRACTORS / VENDORS are herein referred to as ‘SUBCONTRACTS’ provided that none of OWNER’S CONTRACTORS or SUBCONTRACTORS shall be deemed to be a SUBCONTRACTORS under of the CONTRACTOR. The CONTRACTOR shall be obligated to select SUBCONTRACTORS it retains in connection with the performance by CONTRACTOR of the WORK from a SUBCONTRACTORS list which would be



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finalised and approved by OWNER in the FINAL PROPOSAL OWNER and CONTRACTOR may be mutual agreement add to or delete from such list from time to time and approve any successor or replacement of any person listed on such list or any other vendor, supplier, material-man, consultants or SUBCONTRACTOR.

20.2 Approval of Major SUB-CONTRACTOR / VENDOR 20.2.1 The vendor list for procurement of EQUIPMENT and the list of SUB-CONTRACTOR

shall be as attached to FINAL PROPOSAL. Any changes to such list of VENDOR / SUB-CONTRACTOR shall require the prior approval of OWNER. CONTRACTOR shall provide name, address, fax / telex number and the name of contact person of major VENDOR /SUB-CONTRACTOR for use in future, to OWNER.

20.2.2 The review, approval and consent by OWNER as to the agreed SUB-

CONTRACTOR’s / VENDOR List or as to CONTRACTOR’s entering into any SUBCONTRACT / PURCHASE ORDER shall not relieve CONTRACTOR of any of its duties, liabilities or obligations under this CONTRACT and CONTRACTOR shall be liable hereunder to the same extent as if any such Subcontract had not been entered into

20.2.3 a) CONTRACTOR shall provide to OWNER such information concerning the SUBCONTRACTORS as OWNER may from time to time reasonably request and shall ensure that each SUBCONTRACT contains provisions in all material respects not less stringent than the provisions of the CONTRACT and shall include terms and provisions required to be included pursuant to the CONTRACT. In the event of termination of the CONTRACT under-Section 21 herein, CONTRACTOR shall forthwith deliver to OWNER a copy of each SUBCONTRACT.

b) CONTRACTOR shall supervise and direct the work of all SUBCONTRACTORS / VENDORS and shall be responsible for all design; engineering; procurement; manufacturing; transportation; delivery; fabrication; construction; commissioning; start-up and testing means, erections; operation, maintenance, repairs; methods; techniques; sequence and procedures of ; and for co-coordinating the work of SUBCONTRACTORS / VENDORS.

c) If CONTRACTOR fails to correct, or commence to correct and prosecute the correction with due diligence of deficient or defective work performed by any SUBCONTRACTOR / VENDOR within seven days, after receipt by CONTRACTOR of a notice from OWNER with respect thereto, OWNER may (but shall not be obligated to), after seven days following receipt by CONTRACTOR of an additional notice, and without prejudice to any other right or remedy take all reasonable steps to remedy such defective or deficient work at risk and cost of CONTRACTOR.

d) CONTRACTOR shall require all SUBCONTRACTORS / VENDORS to perform the SUBCONTRACTS in accordance with the relevant requirements of the CONTRACT including FINAL PROPOSAL, all Applicable Laws and Applicable Permits, Prudent Utility, Practice, Good Engineering Practices, the requirements of the ITB, and all Warranties of SUBCONTRACTORS /VENDORS and Manufacturers and all insurance policies relating to the PLANT or the WORK.



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e) CONTRACTOR shall be solely responsible for paying each SUBCONTRACTOR / VENDOR and any other agencies working for CONTRACTOR.

20.4 Sub-contract shall incorporate technical conditions and inspection requirements

stipulated in Contract and any amendments and changes thereto. 20.5 Copies of Subcontract shall also be forwarded to Owner/Inspector. 20.6 If Subcontractor should appear unfit to carry out his part of the Contract work or the

progress of Subcontractor's work is such that the planned time of completion within the terms of Contract is jeopardised, Owner has the right to instruct Contractor, in writing, to terminate the Subcontract at a short notice.

20.7 Sub-contract must comply with the provisions with respect to eligible Goods and

services indicated in the bidding documents. 21.0 JOINT AND SEVERAL RESPONSIBILITIES When the supply is a part of group including parts supplied by others, Owner shall

hold Contractor and responsible for the perfect operation of the group. 22.0 DELAYS IN THE CONTRACTOR'S PERFORMANCE 22.1 Completion of the Plant and performance of services shall be made by the

Contractor in accordance with the time schedule specified by the Owner in the Contract.

22.2 An unexcused delay by the Contractor in the performance of its Completion

obligations shall render the Contractor liable to any or all of the following sanctions: imposition of price reduction , Forfeiture of its performance security and/or

termination of the Contract for default. 22.3 Extension in Completion terms of Contract, if any, shall be at the sole discretion of

the Owner. 23.0 PRICE REDUCTION CLAUSE 23.1 If for reasons not attributable to the Owner or due to conditions constituting Force

Majeure as defined in this Contract, the Work is not completed in accordance with the provisions hereof, within and in accordance with the Time Schedule/ time for Completion as indicated in the terms and conditions of the Contract, it is agreed that the Owner shall be entitled to recover and/or the Contractor shall pay to the Owner, without prejudice to any other right are remedy available to the Owner, the following amount as mutually agreed compensation;

23.1.1 A sum equivalent to 1% of the Contract price for every complete week or part

thereof, for delay in completion and handing over the Plant to the Owner by the Contractor, subject to a maximum 5% of total contract Price inclusive of escalation and contingencies, if any;



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23.1.2 A sum equivalent to 0.1% of the Contract price for every complete week or part thereof, for delay in supply of Technical documents and Drawings, subject to a maximum of 0.5% of total contract Price inclusive of escalation and contingencies, if any.

23.1.3 The obligation of Contractor under sub-clause 23.1.1 and 23.1.2 are independent of

each other and accordingly the maximum limit of price reduction set out under each of sub-clause 23.1.1 and 23.1.2 are separately provided.

23.2 The amounts, as set in clause 23.1 is agreed upon and fixed by the parties due to

difficulties in ascertaining, on the date hereof, the exact amount that will be actually incurred by the Owner in such event, and parties hereby agreed that amount specified herein are a genuine pre-estimate made by the parties of the loss and damage which the Owner would have suffered and as by way of mutually determined reasonable compensation payable to the Owner and without the Owner required to establish and prove the actual loss/ damage suffered by the Owner, not in the nature of penalty and shall be applicable regardless of the amount of such deduction in value actually sustained by the Owner.

23.3 The parties agree and acknowledge that the amount set of in clause 23.1 above

may be recovered by the Owner from the amount to be paid to the Contractor and the Contract Price shall stand reduced by such amount.

23.4 For Failing to Meet Works Cost Guarantee.

Contractor shall guarantee overall consumption of Molten Sulphur , Bentonite clay, Power and Steam for production and operation of Sulphur Bentonite Pastillation unit so as to guarantee the works cost for all the facilities provided by the contractor as detailed in Technical specification.

In the event works cost is more than 100% upto 105% of the Guaranteed Works Cost then the contractor will pay Owner mutually agreed compensation as specified hereunder.

For every 1.0% increase in Works cost above the guaranteed works cost or part thereof, contractor will pay mutually agreed compensation equal to 1.0% of the CONTRACT PRICE. If the Works cost as demonstrated during the performance test is more than 105% of the Guaranteed Works Cost then it shall be breach of contract requiring corrective action by contractor irrespective of the cost involved.

23.5 The maximum overall liability under the CONTRACT shall be limited to 10% of

CONTRACT price, excluding liabilities for extra cost incurred due to Termination of CONTRACT and carrying out balance work at the risk and cost of the CONTRACTOR, re-engineering, make good, mechanical warranty and patent infringement as per relevant Clauses of CONTRACT.

23.6 (A) If the performance of the Plant fails to prove the guarantee set forth in the Specifications, Contractor shall investigate the causes and provide free of cost to



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Owner design, Engineering, materials, and services and Equipment within a reasonable period to prove guarantees. Capacity of SULPHUR BENTONITE Pastillation Unit - 85 MT/Day (rated) Product Specifications as per FCO Bentonite Sulphur obtained, to have desired size as per specifications of Fertilizer Control Order (FCO) as mentioned below- SI. No. Particulars Specification

1. Sulphur % by weight min. 90.0 2. Bentonite Clay % by weight 10.0 3. Moisture % by weight, max 0.5 4. Pastille size: 4 mm Φ X2.5 mm Ht. 5. Colour: Dark Yellowish Green

(B)The Contractor's liability for reviewing the defect as well as making good any shortcoming shall be unlimited. The Contractor shall be liable for reviewing the defect as well as making good any shortcoming as set forth in Performance Guarantee parameters as detailed in Technical specification.

23.7 Deleted

24.0 REJECTIONS, REMOVAL OF REJECTED EQUIPMENT AND REPLACEMENT

24.1 Preliminary inspection at CONTRACTOR’s manufacturer’s works by

INSPECTOR shall not prejudice OWNER’s claim for rejection of the item of GOODS on final inspection at SITE or claims under warranty provisions of Article-16

24.2 If GOODS are not to its specification or fail to perform specified duties or otherwise are not satisfactory, all as set out in TECHNICAL SPECIFICATIONS, OWNER shall be entitled to reject GOODS or part thereof and ask for free replacement within reasonable time failing which OWNER shall obtain his requirements from any other source at CONTRACTOR’s cost and risk.

24.3 In the event of such rejection OWNER shall be entitled to the use of GOODS in a reasonable and proper manner for the time reasonably sufficient to enable him to obtain replacement.

24.4 Nothing in this Article shall be deemed to deprive OWNER and/or effect any rights under CONTRACT of OWNER which he may otherwise have in respect of such defects or deficiencies or in any way relieve CONTRACTOR of his obligations under this CONTRACT.



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24.5 GOODS rejected by OWNER shall be removed by CONTRACTOR at his cost within 15 days of notice after repaying the amount received against the supply or by proving a Bank Guarantee of Equivalent amount for period of replacement.

The value and validity period of BG shall be assessed by Owner at the time of replacement. However this should not affect overall project schedule.

24.6 In case of rejection of GOODS, OWNER shall have the right to recover the amount paid, if any, from any of CONTRACTOR’s invoice pending with OWNER under this CONTRACT or by alternative method.

25.0 TERMINATION OF CONTRACT 25.1 Termination for Default 25.1.1 The Owner may without prejudice to any other remedy for breach of Contract terms

& conditions, by written notice of default send to the Contractor, terminate/cancel the Contract in whole or in part:

a) If the Contractor fails to complete any or all of the jobs within the time period(s)

specified in the Contract, or b) If the Contractor fails to perform any other obligation(s) under the Contract, c) If the Contractor, in either of the above circumstances does not rectify his failure

within a period of 30 days (or such longer period as the Owner may authorise in writing) after receipt of the default notice from the Owner.

25.1.2 In the event the Owner terminates the Contract in whole or in part, pursuant to

clause 25.1 the Owner may procure, upon such terms and in such manner as it deems appropriate Goods similar to those undelivered and the Contractor shall be liable to the Owner for any excess costs for such similar Goods subject to limit of 30% of the contract value. However, the Contractor shall continue performance of the Contract to the extent not terminated..

25.1.3 In the event of termination of contract, Security Deposit-cum-PBG shall be forfeited. 25.2 Termination for Insolvency The Owner may at any time terminate the Contract by giving written notice to the

Contractor, without compensation to the Contractor, if the Contractor becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has occurred or will occur thereafter to the Owner.

25.3 Termination of Convenience



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25.3.1 The Owner may, by written notice send to the Contractor, terminate the Contract, in whole or in part, at any time for his convenience. The notice of termination shall specify that termination is for the Owner's convenience, the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective.

25.3.2 The jobs that are complete and ready for handover within 30 days after the

Contractor's receipt of notice of termination shall be accepted by Owner at the Contract terms and Prices. For the remaining jobs, the Owner may opt:

-To have any portion completed and delivered at the Contract terms and Prices; and/or

-To cancel the remainder and pay to the Contractor an agreed amount for partially completed Goods, materials, services and parts previously procured by the Contractor, in which event such Goods shall be the property of the Owner.

26.0 FORCE MAJEURE 26.1 Neither the Contractor nor the Owner shall be considered in default in the

performance of their contractual obligations under the Contract, as long as such performance is prevented or delayed for reasons, by such act of God, as severe earthquake, typhoon or cyclone (except monsoon) floods, lightning, landslide, fire or explosions, plague or epidemics, strike of a whole national category of workers and concerted act of workmen or other industrial disturbances (lasting more than 14 consecutive calendar days), lockouts, sabotage, blockade, war, riots, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or confiscation of power by military or trade embargoes of destruction or requisition by order of any government or any Public Authority.

Contractor shall within one (1) week of occurrence of such conditions notify Owner

about the occurrence of the force majeure event and provide Owner details of the arising and ceasing of the impediment. The time for performance of the respective obligations suspended by the force majeure shall stand extended by the period(s) for which such conditions of force majeure last. Contractor shall provide justification by documentation countersigned by the local chamber of commerce.

26.2 Should one or both the parties be prevented from fulfilling the contractual obligations

by a state of force majeure lasting continuously for a period of six (6) weeks, the two parties shall consult each other regarding the future execution of the Contract.

The mere shortage of labour, materials or utilities like electric power etc. shall not

constitute force majeure unless caused by circumstances which are themselves force majeure. If, due to force majeure delay caused exceeds more than three (3) months, Owner shall have the right to cancel the Contract at no charge to Owner in Contractor's favour and Owner shall be entitled to the reimbursement of any amount already paid to Contractor.

26.3 Contractor shall endeavour to prevent, overcome or remove the cause of force

majeure.



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26.4 No ground for exemption can be invoked if Contractor has failed to give timely notice by registered letter and subsequently supported it by documentary evidence.

27.0 RESOLUTION OF DISPUTES/ARBITRATION 27.1 The Owner and the Contractor shall make every effort to resolve amicably by direct

informal negotiations any disagreement or dispute arising between them under or in connection with the Contract.

27.2 If, after thirty (30) days from the commencement of such informal negotiations, the

Owner and the Contractor have been unable to resolve amicably a Contract dispute, either party may require that the dispute, be referred for resolution to the formal mechanisms as specified hereunder.

27.3 LEGAL CONSTRUCTION Subject to provision of Article 27.4, the Contract shall be, in all respects, construed

and operated as an Indian contract and in accordance with Indian laws as in force for the time being and is subject to the exclusive jurisdiction of the court at Delhi.

27.4 ARBITRATION

27.4.1 “Except where otherwise provided in the contract all matters, questions, disputes or

differences whatsoever, which shall at any time arise between the parties hereto, touching the construction, meaning, operation or effect of the contract, or out of the matters relating to the contract or breach thereof, or the respective rights or liabilities of the parties, whether during or after completion of works or whether before or after termination shall after written notice by either party to the contract be referred to the arbitration of Chairman & Managing Director, National Fertilizers Limited or his/her nominee. The Arbitration & Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the rules made there under shall govern the Arbitration proceedings. The contractor hereby agrees that he shall have no objection if the arbitrator so appointed is in employee of NFL he had to deal with the matter to which the contract relates and that in the course of his duties as such he has expressed his views on all or any of the matter in dispute or differences. If the arbitrator to whom matter is referred, vacates his/her office by any reason whatsoever then the next arbitrator so appointed by the authority referred above may start the proceedings from where his predecessor left or at any such stage he may deem fit”. “It is agreed by and between the parties that in case a reference is made to the Arbitrator or the Arbitral Tribunal for the purpose of resolving the disputes/differences arising out of the contract by and between the parties hereto, the Arbitrator or the Arbitral Tribunal shall not award interest on the awarded amount more than the rate SBI Base Rate as applicable to NFL on the date of award of contract.



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27.4.2 Arbitration for Foreign Vendors/Parties

Arbitration provisions in accordance with the rules of international Chamber of Commerce (ICC) will be applicable.

28.0 GOVERNING LANGUAGE 28.1 The Contract shall be written in English language as specified by the Owner in the

instructions to bidders. All literature, correspondence and other documents pertaining to the Contract, which are exchanged by the parties, shall be written in English language. Printed literature in any other language shall only be considered, if it is accompanied by English translation. For purpose of interpretation, English translation shall govern and be binding on all parties.

29.0 NOTICES 29.1 Any notice given by one party to the other, pursuant to this Contract shall be sent in

writing or fax/ email and confirmed by post copy in writing to the address specified for that purpose in the special conditions of Contract.

29.2.1 A notice shall be effective when delivered or on the Effective Date, notified in such

notice, whichever is later.

30.0 TAXES AND DUTIES

30.1 The Bidder must ensure that the following taxes, duties, are included in CONTRACT PRICE and the rates has been indicated in their offer as per Article No.35 of Instruction to bidders: Sl.No. Taxes / Duties Percentage

Considered 01 Custom Duty;

Basic CVD Cess on CVD Ed. Cess SAD (If Applicable)

02 Excise Duty and Cess

03 Sales Tax / VAT

04 Works Contract Tax

05 Turnover Tax if applicable

06 Service Tax

07 Octroi / Entry Tax

08 Haryana Construction workers welfare fund cess

09 Others, if any



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30.2 The CONTRACTOR confirms that it has included all taxes, duties, levies, etc.,as applicable at prevailing rates, in its CONTRACT PRICE. In case, CONTRACTOR has not included any such taxes, duties, levies, etc., at all and / or at prevailing rates and CONTRACTOR has to pay such taxes, duties, levies, etc., OWNER shall not be liable for payment of such liabilities and / or OWNER shall not reimburse such taxes, duties, levies, etc. to CONTRACTOR.

30.3 Any statutory variation in percentage of taxes, duties as shown under Article-30.1

shall be reimbursed by OWNER to CONTRACTOR or vice-versa on submission of documentary evidence. No variation in statutory levies shown under article 30.1 including the custom duty shall be allowed on inputs for indigenous vendors. However, in case of delay in ACCEPTANCE OF PLANT due to reasons attributable to CONTRACTOR, any increase in percentage of taxes / duties over and above those specified under Article-30.1 during the delayed period shall be to Contractor’s account and shall not be reimbursed by OWNER, however, any decrease in taxes and duties during the delayed period shall be passed on to the Owner.

30.4 The payment of all taxes is the responsibility of CONTRACTOR. OWNER, however, shall provide all assistance to CONTRACTOR in connection with the same. Any amount which OWNER may be required by law to deduct at source towards income tax shall be deducted by OWNER out of the amount payable to CONTRACTOR and the balance amount shall be paid by OWNER to CONTRACTOR.

For the purpose, OWNER shall obtain the necessary certificate as per prevalent provisions of the Income Tax Act on the basis of such information and documentation as supplied by CONTRACTOR. OWNER shall, however, provide CONTRACTOR the certificate and challans evidencing the payment of such deducted amount. OWNER shall assist and cooperate with CONTRACTOR for obtaining Indian personal tax exemption for the personnel deputed to India for and in connection with this CONTRACT. Any other taxes / duties in relation to this contract which the Owner is required to deposit as per the applicable law shall be paid by Owner and recover from the Contractor from any subsequent payment due to the Contractor. CONTRACTOR is responsible for obtaining Customs clearance permit for temporary importation on re-export basis of CONTRACTOR’S erection equipments, tools and tackles etc. if any duties, taxes and expenses payable on this will be to CONTRACTOR’S account. As to imported GOODS, CONTRACTOR shall be responsible for obtaining all clearances etc required for export of equipment from country of origin. As of the date, import licence is not required for the project. However, OWNER shall obtain an import licence, if and whenever applicable to cover the complete scope of work defined earlier Including spares etc. under this CONTRACT. CONTRACTOR shall furnish all the necessary information, technical data etc. and assist and cooperate with OWNER by preparing the application for import licence. CONTRACTOR shall also, if necessary accompany and take part in discussions necessary with government authorities in this respect at CONTRACTOR’S own cost.

30.5 INCOME TAX



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a) CONTRACT PRICE shall be inclusive of any and all Indian Income Tax payable in

India. OWNER shall deduct Indian Income Tax as per IT Act 1962, from the payments due to CONTRACTOR and issue tax deducted at source certificate to CONTRACTOR. It is the responsibility of the CONTRACTOR to file proper income tax return and pay taxes thereon if any, or claim refund thereof if any. The CONTRACTOR shall give Owner all necessary documents relating to its income tax assessments and to keep the Owner informed about their assessments.

b) Personal income tax payable, if any, in respect of salary and perquisites of CONTRACTOR’s personnel in India shall be payable by the individual so deputed by CONTRACTOR or CONTRACTOR. It is the responsibility of the individual or CONTRACTOR to file proper income tax return and pay taxes thereon if any, or claim refund thereof if any. The CONTRACTOR shall give Owner all necessary documents relating to income tax assessments of its personnel and to keep the Owner informed about their assessments.

c) On the basis of original tax certificates to be furnished to CONTRACTOR by OWNER as referred in this Article. CONTRACTOR shall seek in its country Income Tax rebate if applicable by utilizing the Indian Income Tax paid under this CONTRACT and shall, when such benefit is finally obtained, pass such rebate to OWNER. CONTRACTOR shall use its best efforts short of litigation to obtain any such rates, which maybe available under its Country Laws for Income Tax paid in India under this CONTRACT.

d) Contractor shall make available every year for the period ending 31ST December to OWNER certified statement from CONTRACTOR’s dependent auditors in their country indicating the amount of rebate claimed and/or obtained by CONTRACTOR as on 31st December in their country against Income Tax paid in India in connection with this CONTRACT with in 60 DAYS.

e) CONTRACTOR shall submit to OWNER an undertaking to refund any credit towards Income Tax if it accrues to it at a future date in its country under the provisions of the Double Taxation Treaty, if any, between the Govt. of India and the Govt. of CONTRACTOR’s country. OWNER, on its part will extend all necessary documents to enable CONTRACTOR to obtain tax benefits / refunds in its country as well as in India. CONTRACTOR shall arrange submission of certified statements of all tax assessments every year until all tax assessments relating to WORK under CONTRACT are finalised in CONTRACTOR’s country or the resulting tax credits have been finally determined, whichever is later. CONTRACTOR shall also submit to OWNER a certificate every year till the final exhaustion of such tax credits about the quantum thereof available to it.

31.0 INSTRUCTION FOR INVOICING AND PAYMENT DOCUMENTATION 31.1 Invoicing Invoicing shall be in compliance with the stipulations of the Contract and the

following instructions. Contractor is liable as for all costs arising from non-compliance with the instructions.



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As far as possible, description of Goods/Jobs done in invoice and despatch documents shall match the description in Contract.

The invoices shall be issued in the name of:

NFL, SULPHUR BENTONITE UNIT

The invoice shall contain the following information:

i) Contract No. ii) Item no., quantity and complete description iii) Item-wise net price (unit and total) of the Equipment / Services when applicable. iv) Net amount payable by deducting advance payment already invoiced, if any,

and the guarantee retention amount, if any, from the total value of the Equipment / Services being invoiced.

v) Statement that the Equipment / Services are meant for National Fertilizers Ltd.,

PANIPAT , SULPHUR BENTONITE Plant Project

vi) Necessary certification by the Owner’s competent representative regarding completion / progress of the activity achieved.

vii) Statement that if there is any exemption applicable against certain specified

duties and taxes along with supporting documentary evidence.

viii) Delivery challan No /B/L/LR NO The country of origin is stated in the separate certificate of origin wherever

applicable. The duly signed invoices, original and copy shall be made on Contractor's letterhead

and shall be submitted along with the relevant documents mentioned above. Any other document specified in terms of letter of credit or special conditions of letter

of credit. 31.2 Payment Documentation The following documents shall be presented by Contractor to Owners’ bankers

to draw payment(s) where such payment(s) is (are) stipulated in the Contract. 31.2.1 Advance Payment (If applicable)

i) Invoice for agreed advance amount in original and two (2) copies. ii) Written, unconditional acceptance of the Contract in one (1) original plus two

copies. iii) Bank guarantee in the prescribed proforma of the amount equal to the

advance payment + interest thereon valid up to Completion period + 60 days claim period issued or counter-guaranteed/ confirmed by any Nationalised / scheduled Indian bank (except Cooperative and Gramin Bank) or any branch of foreign bank in India. In case of Bank Guarantee issued by the



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foreign bank out side India, confirmation of the same by any nationalised bank in India is required.

iv) The security Deposit Cum Performance Bank Guarantee shall be valid for the

duration of the Completion period plus warranties and guarantees period (12 months from the date of final acceptance of plant or 24 months from Mechanical completion, whichever is earlier) plus a claim period of 06 months. The bank guarantee shall be issued by any of the Nationalised/Scheduled Bank (except Cooperative and Gramin Bank) in India or any branch of Foreign Bank in India In case of Bank Guarantee issued by the Foreign Bank outside India, confirmation of the same by any Nationalised Bank in India is required.

31.2.2 Progressive Payments Progress payment for the various activities mentioned under article no. 24.1 (B) in

Instruction to Bidders shall be made on production of the followings documents;

1. Invoice for progress payment in original and two (2) copies duly certified by Owner.

2. Performance certificate in one (1) original plus two (2) copies from the beneficiary to the effect that progress achieved is equal to progress invoiced, duly certified by Owner.

3. The document indicated in letter of credit or in the special conditions of letter of credit, where payment is stipulated to be paid through letter of credit in the ITB.

4. The documentary evidence for escalation in case escalation in Total Contract price is agreed to.

32.0 SPECIFICATIONS Contractor agrees that all Equipment or materials furnished will be in strict

accordance with the Specifications, provided however, that any apparent omission or error in the Specifications will be met by the Contractor if such omission is necessary for the functioning of the Equipment or material to be supplied and that the Contractor, prior to proceeding with the work under Contract, will call to the attention of Owner any such omission or error or ambiguity in the Specifications requiring clarification.

33.0 GENERAL 33.1 In the event that terms and conditions stipulated in the general conditions of

Contract should deviate from technical specifications stipulated in the Contract, the latter shall prevail.

33.2 Losses due to non-compliance of instructions



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Losses or damages occurring to the Owner owing to Contractor's failure to adhere to any of the instructions given by the Owner in connection with Contract execution shall be recoverable from the Contractor.

33.3 Training of person The Contractor shall make necessary arrangements for the practical training of

reasonable number of technicians/Engineers of the Owner, if so desired, by the Owner at their works or Subcontractor’s / Sub-Contractor's works of manufacture in the operation and maintenance of the Equipment.

All cost including travelling, boarding lodging etc. of NFL officials to be deputed for training shall be borne by the successful contractor. Accordingly contractor shall clearly mention in the bid, the per person expenses on these account and maximum number of persons envisaged for training as specified in special conditions of contract at Article-3.18. Payment on this account shall, however, be made based on actual number of person deputed for training.

33.4 Recovery of sums due All costs, damages or expenses which the Owner may have paid for which under the

Contract, Contractor is liable, may be recovered by the Owner (he is hereby irrevocably authorised to do so) from any money due to or becoming due to the Contractor under this Contract or other Contracts and/ or may be recovered by action at law or otherwise. If the sums due to the Contractor be not sufficient to recover the recoverable amount, the Contractor shall pay to the Owner, on demand, the balance amount.

33.5 Payment etc. not to affect rights of the Owner No sum paid on account by the Owner nor any extension of the date for Completion

granted by the Owner shall effect or prejudice the rights of the Owner against the Contractor or relieve the Contractor of his obligation for the due fulfilment of the Contract.

33.6 Cut off dates No claims by Contractor on this Contract shall be entertained by the Owner after

three (3) months after expiry of the Performance Bank Guarantee. 33.7 Paragraph heading

The paragraph heading of various articles / clauses shall not affect the construction thereof.

33.8 Entire agreement All the terms and conditions of Contract shall supersede any understanding, promise

and presentation, warranty or conditions which conflicts with terms of Contract. No waiver alteration or modification of any provision hereto shall be binding on either party unless approved in writing by the parties to Contract.



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33.9 Acceptance With the acceptance of Contract with all its terms and conditions, Contractor waives

and considers as void any and all of Contractor’s general sales conditions. 33.10 INDEMNIFICATION

Contractor does hereby agree to indemnify and hold harmless the Owner from all claims, losses demand clauses of action or suit arising out of the services, labour, equipment and materials furnished by Contractor hereunder

34.0 GOVERNMENT CLEARANCES

CONTRACTOR shall procure at its expenses, all necessary APPLICABLE PERMITS, certificates and licenses required by virtue of all applicable laws, regulations, ordinances and other rules in effect at the place where any of WORK is to be performed, and CONTRACTOR shall further hold OWNER harmless from liability or penalty which might be imposed by reason of any asserted or established violation of such laws, regulations, ordinances or other rules. OWNER will provide the necessary assistance to CONTRACTOR for obtaining permits for Contractor’s personnel to undertake WORK in India in connection with CONTRACT.

CONTRACTOR shall furnish necessary data / specifications / drawings etc. of EQUIPMENT likely to be imported to OWNER for obtaining import licence / necessary Government Clearances, for the same. CONTRACTOR shall also furnish necessary technical information, data, drawing, etc. as and when required to OWNER for submission to Government / Statutory Agencies. NFL shall obtain statutory clearances for the project wrt to MoEF, State pollution control board, Civil aviation authority and factory inspectorate. IBR Approval, Electrical Inspectorate and all other approvals shall be in CONTRACTORs scope.



SPECIAL CONDITIONS OF CONTRACT

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SECTION-3.0



NFL, PANIPAT




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1.0 DEFINITIONS

Wherever used in the contract and unless inconsistent with or otherwise indicated by the context, the following terms shall have the meaning as defined hereunder:

1.1 "Commercial Use" shall mean that use of the Plant, which the contract contemplates or of which it is commercially capable.

1.2 "Commissioning And Guarantee Runs" shall mean complete erection, testing and providing guarantees as per the contract within stipulated time and guaranteed production and operating cost.

1.3 "Date of Completion" And " Final Acceptance" shall mean the date on which the plant has been commissioned and the guarantees as set forth in the contract have been proved by the contractor and a certificate to that effect is issued by the Owner.

1.4 "Deleted

1.5 "MECHANICAL COMPLETION” means the date on which SULPHUR BENTONITE Plant is ready for acceptance of feed and can continue to receive the feed leading to Hydrogen production.

1.6 "Month" shall mean calendar month.

1.7 "Plant" shall mean the entire assembly of the equipment with specified battery limits stated in the contract.

1.8 "Pre-commissioning” shall mean preparation of plant so that it is capable of operating on a continuous basis for carrying out commissioning activities.

1.9 “Performance And Guarantee Test” shall mean all operational checks and tests required to determine and demonstrate capacity, efficiency, and operating characteristics as specified in the contract documents.

1.10 The Term ‘'Final Acceptance”/“Taking Over'’ shall mean the Owner's written acceptance of the works performed under the contract, after successful completion of performance and guarantee tests, as specified in the accompanying technical specification or otherwise agreed in the contract.

1.11 “Commercial Operation” shall mean the conditions of operation in which the complete plant covered under the contract is officially declared by the Owner to be available for continuous operation at different loads upto and including rated capacity. Such declaration by the Owner, however, shall not relieve or prejudice the contractor any of his obligations under the contract.

1.12 “Defects Liability Period” shall mean the twelve months period commencing from the date of final acceptance or 24 months from mechanical completion whichever is earlier during which the contractor shall remain liable to repair or replacement of any defective part of the works performed under the contract. Words ‘guarantee period’ and ‘maintenance period’ wherever used shall also have the same meaning..




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2.0 CONTRACTOR'S GENERAL RESPONSIBILITY

CONTRACTOR shall provide Design and supply of all equipments, machineries, instrumentation, electrical, accessories, auxiliaries, spares and other related items in respect of the SULPHUR BENTONITE Unit and its hook up with the existing system for smooth safe and trouble free industrial operation of Sulphur Bentonite Unit.

2.1 CONTRACTOR shall provide License / Technology to OWNER for SULPHUR BENTONITE for fulfilling its obligations under CONTRACT.

2.2 CONTRACTOR shall provide services of sufficient number of engineers, designers, draftsmen, buyers, inspectors, expediters and other persons required for the performance of WORK pursuant to the CONTRACT.

2.3 CONTRACTOR shall in particular provide and be responsible for the tasks described specifically in clause 3.0.

2.4 In the event that there is any item of EQUIPMENT or WORK of the type provided for in CONTRACT, which-is not specifically mentioned in the specifications or drawings set out in TECHNICAL SCOPE, but which is necessary (even though not mentioned in CONTRACT) for normal, safe, and continuous operation of SULPHUR BENTONITE PLANT, CONTRACTOR shall include such items of EQUIPMENT in the design and perform such items of WORK also free of cost to OWNER as if the same had been originally included in TECHNICAL SCOPE.

2.5 CONTRACTOR may make use of the services of SUB-CONTRACTOR(s) in accordance with CONTRACT. The scope of work of the proposed SUB-CONTRACTORS shall be approved by the OWNER The obligations and responsibilities of the CONTRACTOR listed in or referred to in this clause 30 and indicated in detail in clause 3.0 is without prejudice to the generality of the foregoing The enumeration in clause 3.0 and CONTRACT shall not in any manner limit the general scope of obligations and responsibilities of designing, engineering, procurement, construction, commissioning and proving the performance guarantees of SULPHUR BENTONITE PLANT within the scope of CONTRACT

2.6 The Contractors list for electrical equipments has been provided with the ITB. In case the Contractor wants to procure the equipments other than the listed Contractors, the Contractor shall seek the approval of the Owner. For all other mechanical / electrical / instrumentation equipments Contractor must provide the list of proposed vendors in the BID for NFL’s approval.

2.7 The third party inspection wherever applicable shall be got done from / M/s Lloyds / M/s B.V / M/s TUV. However for Indian supplies, PDIL may also be considered as TPI. However ,cost of TPI shall be inclusive in LSTK contract price.

2.8 CONTRACTOR shall ensure that design adequacy and suitability of critical equipments is checked and confirmed by process licensor.




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3.0 SCOPE OF CONTRACT/WORK

CONTRACTOR shall provide and be responsible for the tasks specified in this clause under the following headlines:

3.1 Licence/ Technology and Know-how

3.2 Design and Engineering.

3.3 Review and Analysis

3.4 Codes and Standards

3.5 Drawings and Documents.

3.6 OWNER'S Review

3.7 Procurement of EQUIPMENT & Materials.

3.8 Govt. clearances.

3.9 Network Schedule

3.10 Spares and Special Maintenance Tools

3.11 Construction Tools

3.12 Transportation and Storing of EQUIPMENT

3.13 Construction

3.14 Safety and Plant Security

3.15 Pre-Commissioning

3.16 Commissioning services

3.17 Performance Guarantee

3.18 Practical Experience for OWNER'S Personnel (Optional)

3.19 Laws and Regulations

3.20 Progress Monitoring and Reporting

3.21 Technical Information

3.22 WORK of SUB-CONTRACTORS

3.23 Co-ordination

3.1 License and know-how

The Bids are invited from Proven Process Licensors/Technology providers/ EPC Contractors having proven experience and sound financial capabilities and having tie-up with each other or Joint ventures/Consortium of such Process Licensor/Technology provider & EPC Contractors willing to work together under single agreement or two separate agreements with a tripartite agreement between NFL, Process Licensor/Technology provider and EPC




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Contractor for LSTK Engineering, supply, Erection, commissioning and GTR of SULPHUR BENTONITE plant

In case two separate agreements are entered into, EPC Contractor & Process Licensor/Technology provider shall jointly and severally be responsible for successful completion of the Project .

In case of BID submitted by EPC CONTRACTOR, CONTRACTOR shall select the best commercially proven technology and provide to OWNER non-exclusive, non-transferable rights, irrevocable licence and know-how to practice its process in SULPHUR BENTONITE PLANT to produce products and to sell products anywhere in the world and / or use it for any purpose it deems fit, throughout its life. For the said purpose wherever required the CONTRACTOR shall procure and provide to the OWNER royalty free licences from the concerned PROCESS LICENSORS/TECHNOLOGY PROVIDERS valid for the life of the PLANT consistent with the terms of the CONTRACT.

3.2 Design and Engineering

The design and engineering shall be so performed that SULPHUR BENTONITE PLANT shall be capable of meeting the guarantees with respect to quality and quantity of products, consumption of raw materials and utilities , variable cost of Production etc. as guaranteed under CONTRACT and shall be reliable and safe and operable in accordance with sound engineering practice. CONTRACTOR shall ensure that the design shall have about 10% over-plus capacity in all the sections of the PLANT in accordance with CONTRACTOR'S experience and expertise for obtaining a full through put under varying conditions within the limits specified in CONTRACT. SULPHUR BENTONITE PLANT shall be designed so as to be capable of full rated production when operated using the range of gas compositions as specified in TECHNICAL SCOPE.

CONTRACTOR shall review the basic design conditions, including soil data, and other conditions furnished by OWNER, If CONTRACTOR observes any inconsistency or insufficiency in these data, CONTRACTOR shall bring to the notice of OWNER the same.

3.3 Review and Analysis

CONTRACTOR shall review, analyse and optimize the steam System and Power Network for the SULPHUR BENTONITE PLANT. CONTRACTOR shall allow OWNER'S representative to review the design and engineering and CONTRACTOR shall incorporate in its design and engineering such additions and changes suggested by OWNER'S representative as long as these do not conflict with the responsibility of CONTRACTOR in fulfilling its guarantees under CONTRACT. CONTRACTOR shall not use any technical data, drawing, or document given by OWNER except for purpose of CONTRACT.

3.4 Codes and Standards




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The engineering shall be performed according to acceptable international standards, as specified in the TECHNICAL SPECIFICATION AND TECHNICAL SCOPE, meeting safety and other requirements of various national/international Codes and Regulations being in force as on EFFECTIVE DATE. The design of SULPHUR BENTONITE PLANT shall be based upon the criteria enumerated in CONTRACT.

3.5 Drawings and Documents

CONTRACTOR shall prepare or secure and furnish to OWNER all data, specifications, drawings, plans and other documents required for WORK including but not limited to the following:

a) Process and engineering flow diagram, line conditions list, heat and material balance including steam, power and utilities.

b) Piping and instrumentation diagrams for process facilities and utility systems

c) Drawings of EQUIPMENT (inclusive of shop fabrication drawings)

d) Specifications and data-sheets of EQUIPMENT.

e) Characteristic curves of fans, blowers, pumps, and compressors etc as normally made available by VENDOR.

f) Instrumentation and electrical drawings including motor list and civil foundation drawings.

g) Detailed specifications of Catalysts (if any) and chemical

h) General arrangement drawings (including plans and elevations, and isometrics where required)

i) Piping design along with piping specifications, piping isometrics and pipe support drawings.

j) Drawings, procedures, and special tools & tackles and devices for the erection of EQUIPMENT.

k) PURCHASE ORDER for all EQUIPMENT.

l) Bill of material used for award of CONTRACTS for civil & structural works, mechanical, electrical and instrumentation erection and other works.

m) Copies of certified drawings, including one reproducible for items of EQUIPMENT purchased as standard items from VENDOR and copies of pertinent bulletins and instruction manuals as spelt out in co-ordination procedure, (which would be annexed to the CONTRACT)

n) Network Schedule for all activities of WORK indicating milestones including VENDOR'S and Sub-Contractor's activities.

o) Twelve (12) copies each of the operating and maintenance manuals for SULPHUR BENTONITE PLANT. These manuals shall be furnished at least six MONTHS prior to MECHANICAL COMPLETION.

p) Twelve copies of the final specification books at least 12 Months before MECHANICAL COMPLETION and six copies of the mechanical catalogues (along with EQUIPMENT) as would be defined in the Co-ordination Procedure of the CONTRACT.

q) Twelve (12) copies of the spare part Handbook with complete details and diagrams for EQUIPMENT. Parts requiring frequent replacement shall be listed separately from the parts required for ensuring reliability in unforeseen emergencies.




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r) During the progress of WORK, CONTRACTOR shall furnish to OWNER such copies of drawings, specifications and manuals as specified in the Contract.

s) Upon completion of WORK, CONTRACTOR shall furnish one complete set of Mylar or linen or any other reproducible sets of CONTRACTOR'S including Sub-contractor final revised drawings for SULPHUR BENTONITE PLANT as referred to above under paragraphs (a),(b),(c),(d),(e),(f),(h),(i),and (m).

t) All final drawings and documents should be furnished as computer files in CD also.

3.6 Owner's Review

CONTRACTOR shall associate OWNER'S representatives with WORK as carried out by CONTRACTOR'S and Sub-contractor's personnel. OWNER'S representatives shall review for acceptance, or sign written approval of, all documents specified in the CONTRACT. Approval or acceptance given by NFL shall not relieve CONTRACTORS of its obligations under ITB.

3.7 Procurement of EQUIPMENT and Materials

CONTRACTOR shall carry out procurement of EQUIPMENT required for SULPHUR BENTONITE PLANT. EQUIPMENT procured shall be according to CONTRACTOR'S specifications, of the best acceptable quality, proven record of performance and with suitable delivery time to meet MECHANICAL COMPLETION as guaranteed by the CONTRACTOR.

CONTRACTOR shall furnish a copy of PURCHASE ORDERS for all items of selected EQUIPMENT together with spares and special maintenance tools covering accurately all terms and conditions such as specifications requirements for quality, inspection, and test, warranties and guarantees, erection and commissioning assistance by VENDOR, delivery schedule, packing, transportation and insurance, and documentation. Selection of vendor shall be the sole responsibility of the Contractor and the vendor selected shall be from the VENDOR LIST for the SULPHUR BENTONITE PROJECT which will be prepared and submitted by the CONTRACTOR in the bid and approved by OWNER .

CONTRACTOR shall arrange & furnish/provide to OWNER:

a) Lubrication schedule from VENDOR.

b) Mechanical specifications and equipment data sheets for approval by OWNER before manufacture is started.

c) Shop fabrication drawings as made available by VENDOR

d) Characteristic curves for pumps and compressors, etc as made available by VENDOR.

e) Certified drawings including civil scope drawing and loading data, pertinent bulletin, installation, operation and maintenance manuals and test certificates as received from VENDOR

g) Supply of final revised CONTRACTOR'S drawings including one reproducible upon completion of WORK

CONTRACTOR shall arrange, services of VENDOR'S specialist for installation and commissioning of equipment whenever necessary.




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CONTRACTOR shall be responsible for the accuracy and completeness of PURCHASE ORDERS. Any approval by OWNER'S representative shall not relieve CONTRACTOR of such responsibility.

CONTRACTOR shall establish an inspection and expediting system and use its services for obtaining the EQUIPMENT which conforms to the required technical and quality specifications and delivery according to PURCHASE ORDERS. Copies of expediting and inspection reports, of CONTRACTOR regularly shall be sent to OWNER. For Critical items, CONTRACTOR shall provide services for arranging third party inspection and quality certification to be carried out at CONTRACTOR'S cost, CONTRACTOR to indicate the list of Critical items. The CONTRACTOR shall detail out the actions to be effected to achieve the targeted dates and the same shall be discussed and reviewed with OWNER, periodically using the up-dated network Based on these reviews, project schedule shall be periodically revised and up-dated to reflect the latest information.

3.8 GOVERNMENT CLEARANCES

CONTRACTOR shall procure at its expenses, all necessary APPLICABLE PERMITS certificates and licences required by virtue of all applicable laws, regulations, ordinances and other rules in effect at the place where any of WORK is to be performed, and CONTRACTOR shall further hold OWNER harmless from liability or penalty which might be imposed by reason of any asserted or established violation of such laws, regulations, ordinances or other rules. OWNER will provide the necessary assistance to CONTRACTOR for obtaining permits for Contractor’s personnel to under WORK in India in connection with CONTRACT.

CONTRACTOR shall furnish necessary data/specifications/drawings etc. of EQUIPMENT likely to be imported to ONWER for obtaining import licence/necessary Government Clearances, for the same. CONTRACTOR shall also furnish necessary technical information. Data, drawing, etc as and when required to OWNER for submission to Government Agencies.

NFL shall obtain statutory clearances for the project wrt to MoEF, State pollution control board, Civil aviation authority and factory inspectorate. IBR Approval, Electrical Inspectorate and all other approvals shall be in CONTRACTORs scope.

3.9 Network Schedule

a) OWNER would be using a Computerised Time and Cost Monitoring System and CONTRACTOR shall provide the necessary input data for the same as per system requirement. Project network shall be updated every MONTH to reflect current status.

b) CONTRACTOR shall develop master schedule at least constituting the following:

i) The completion of process engineering and basic engineering of the Project from the EFFECTIVE DATE OF CONTRACT (EDoC).

ii) The completion of detailed engineering of the project from EFFECTIVE DATE (EDoC).

iii) Starting and completion of foundation work from EFFECTIVE DATE (EDoC).

iv) Starting and completion of Civil Construction from EFFECTIVE DATE (EDoC).

v) Delivery of all equipment and the bulk materials from EFFECTIVE DATE (EDoC).




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vi) Mechanical completion from EFFECTIVE DATE (EDoC).

vii) Start and completion of Hooking-up from EFFECTIVE DATE (EDoC).

viii) Start and completion of Pre-commissioning activities from EFFECTIVE DATE (EDoC).

ix) Start and completion of Commissioning from EFFECTIVE DATE (EDoC).

c) Bidder to indicate the minimum time required to hook-up the Sulphur Bentonite Plant with existing facilities.

3.10 Spares and Special Maintenance Tools.

a) CONTRACTOR shall furnish the information in consultation with VENDOR and based on experience from other plants, a list of spares and special maintenance tools and fixtures for EQUIPMENT, sufficient for commissioning and for 2 years of normal operation and maintenance of SULPHUR BENTONITE PLANT. The itemised list of spares with quantity must be attached with the BID. The list is to be submitted separately for Commissioning spares and 2 years normal operation & maintenance of SULPHUR BENTONITE PLANT .The spares recommended shall be optimum, so as not to fall short during commissioning and two years' operation thereafter, CONTRACTOR shall obtain for these spares the appropriate guarantees and warranties. CONTRACTOR shall also ensure that spares and special maintenance tools and fixtures are procured along with the related items of EQUIPMENT and form part of the PURCHASE ORDERS for the related items of EQUIPMENT.

b) Owner may consider purchasing only one set of high value spares such as but not limited to turbine / compressor rotors, Critical Pump Impellers etc. Owner shall review the list of critical spares.

3.11 Construction Tools

CONTRACTOR shall procure and provide special construction aids, tools, tackles and fixture, required for construction and during normal operation & maintenance of the plants. However, the cranes may be made available to the CONTRACTOR on chargeable basis subject to availability. The hire charges and terms and conditions of hiring are as follows:

3.11.1 Hiring charges:

S. N Equipment Hire charges Rupees per hour

1. 127 Te crane 13000.00

2. 75 Te crane 11600.00

3. 12.5 Te crane (Coats Cranes) 5700.00

4. 8 Te Hydra 6100.00

5. 5 Te Hydra Crane 4800.00

6. 3 Te Hydra 3800.00




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7. 10 Te Tractor with Trailor 3200.00

8. 5 Te Tractor with Trailor 3300.00

9. Front end Loaders 3700.00

10. Diesel driven wielding set 2900.00

11. Portable air Compressor 2400.00

12. Dozer 8700.00

13. Hydraulic excavation (Proclain) 5300.00

14. Back HOE Loaders (JCB) 2500.00

Besides the above rates , VAT shall be charged at prescribed rate applicable from time to time.

3.11.2 TERMS AND CONDITIONS FOR THE USING OF NFL MOBILE CRANES AND HEAVY EARTH MOVING EQUIPMENTS

1) The equipment will be charged for a minimum period of one hour; part of an hour will be counted as full one hour.

2) The time will be counted from the time the machine is taken from its normal place of parking and back to the same place irrespective of the fact that machine is kept working or idle by the contractor.

Explanations:

Normally the machines are parked in the specified parking yard and shall be available from there. The hours to be charged shall be counted from the time the machine leaves the yard to the time the machine comes back to the yard

In case the machine is parked in a particular plant and comes back to the yard after doing the contractor’s work, the hours shall be counted from the time the machine leaves the plant till it comes back to the yard.

In case the equipment is parked in a plant and after doing the contractor’s work is again sent back to the plant, the hours charged shall be from the time the equipment leaves the plant to the time it comes back there.

3. The requisition shall be submitted by the contractor in the prescribed format, signed by the authorized representative of the contractor and countersigned by the concerned officer of NFL, well in advance.

4. Normally the equipment shall be made available only during normal working hours i.e 08 00 hrs to 17 00 hrs, but in case the equipment is required to work beyond normal hours the overtime payable to the workmen of NFL shall be to the contractor’s account. The security / safety of the machine will be the responsibility of the contractor during the time it is working for him.

5. The logbook shall be signed by the Operator and the authorized representative of the contractor immediately after the work is over. It shall also be countersigned by the requisitioning officer of NFL or his representative.




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6. In case there is a breakdown on the machine while it is with the contractor, the time during which the machine is under breakdown shall not be charged. The breakdown will be reported to the NFL Engineer immediately and the effective time of breakdown shall be counted from the time the breakdown is reported to the NFL Engineer till the machine is made available in running condition to the contractor. This down time shall be recorded in the logbook and counter signed by the NFL Engineer.

7. The machine can be withdrawn by the NFL from the contractor for repair maintenance and for any other reasons at the discretion of NFL.

8. The contractor will not attempt overloading beyond the capacity of the machine.

9. The machine will be operated only by the operators, assigned for this purpose by NFL.

10. For taking the equipment outside the factory boundary wall special permission will be needed to do so.

11. In case of any accident on the machine the same will be reported to the NFL Engineer immediately.

12. The equipments are made available to the contractor with the clear understanding that in case of any loss due to the failure of the NFL equipment, while it is working with the contractor, NFL shall not be responsible for the same and all losses and claims shall have to be borne by the contractor himself. The contractor’s liability shall also include the loss to the equipment.

13. The equipment shall be made available to the contractor subject to their availability .

14. Extension / Shortening of the crane boom-length, if required by the contractor for facilitating execution for his job, shall be Contractor’s responsibility. However, no hiring charges shall be leviable during the execution of the extension/shortening of boom-length

3.12 Transportation and storing of Equipment

CONTRACTOR shall be responsible for proper packing, transportation from manufacturer's workshop to port or railway station (whether by road, rail, ship or aircraft), handling and clearances at port or railway station including loading and unloading, customs clearance, carriage to site, unloading at site warehousing, coding and tagging, storage including proper preservation at site of EQUIPMENT. Any special clearance, lifting, handling, loading/unloading, and transport arrangements for over dimensional consignments shall also be done by CONTRACTOR. CONTRACTOR shall ensure timely delivery of EQUIPMENT. CONTRACTOR shall endeavour to have the consignments in the upper part of the hold to enable early discharge at the Port of dis-embarkment. The above arrangement shall be in accordance with the guidelines set forth in the Co-ordination Procedure. CONTRACTOR shall be responsible for inspection of equipment on receipt at SITE and for maintenance and management of stores and warehousing of EQUIPMENT at SITE including all activities connected with the issue of EQUIPMENT, accounting and final reconciliation and handing over of STORES to OWNER.

3.13 Construction

CONTRACTOR shall be responsible for all insulating & painting works, erection, site fabrication, piping, civil work, buildings & structural work, instrumentation installation,




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electrical installation, and other miscellaneous construction jobs of SULPHUR BENTONITE PLANT leading to MECHANICAL COMPLETION. CONTRACTOR shall organise these activities, in appropriate sequence and use proper methods giving due regard to the requirements of safety, quality, sound engineering practice, compliance with relevant Codes and Regulations, and for achieving MECHANICAL COMPLETION within the period guaranteed.

3.14 Safety and Plant security

CONTRACTOR shall observe and also use its best efforts to ensure that all parts of WORK carried out at site is being done in a safe and satisfactory manner conforming to the applicable Safety Rules and Regulations. Further, CONTRACTOR shall observe and further make provisions in contracts that employees working in SULPHUR BENTONITEPLANT observe all the Safety Rules as required under the Factories Act and Regulations and other Local Laws and CONTRACTORS to provide safety apparel and equipment to their employees. OWNER shall have the right to object to any unsafe practice followed by CONTRACTOR'S, Sub-contractor's employees or any CONTRACTOR'S personnel and direct them to carry out the job in a manner considered safe by OWNER. CONTRACTOR shall further abide by all the Security Regulations imposed by OWNER.

CONTRACTOR shall observe all safety rules so that no harm is done to OWNER'S employees or property. If on account of CONTRACTOR, OWNER'S property or personnel are likely to suffer any damage, in such cases any directions issued by OWNER shall be carried out by CONTRACTOR.

3.15 Pre-Commissioning Services

CONTRACTOR shall render and be responsible for supervision and direction of pre-comrnissioning activities leading to MECHANICAL COMPLETION. These activities will include relevant checking, adjustment, testing, calibration, running in and trial runs of individual items of EQUIPMENT, and other similar jobs. OWNER shall provide experienced / trained and suitable operating and maintenance personnel who will perform their tasks under the supervision and direction of CONTRACTOR.

CONTRACTOR shall provide experienced personnel as required for carrying out the pre-commissioning activities along with OWNER'S personnel. CONTRACTOR shall arrange for VENDOR'S specialists where required. Suitable provision for such services shall be made by CONTRACTOR at the time of placing the PURCHASE ORDER.

3.16 Commissioning Services.

CONTRACTOR shall and be responsible for commissioning activities after pre-commissioning activities have been completed giving due regard to safety of EQUIPMENT according to sound international practice. OWNER shall provide experienced trained operating and maintenance personnel who shall work under the supervision of CONTRACTOR. The commissioning activities shall include the following:

a) Introduction of raw materials (feedstock), utilities, lining-up of various sections of SULPHUR BENTONITE PLANT leading to production of SULPHUR BENTONITE.




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b) Stabilising SULPHUR BENTONITE PLANT and stepping up production to full rated capacity.

c) Conducting a guarantee test to prove the performance guarantees.

d) CONTRACTOR shall provide supervisory engineers as required to supervise and direct the commissioning of SULPHUR BENTONITEPLANT. CONTRACTOR shall be responsible for supervision and direction of SULPHUR BENTONITEPLANT operation until the performance guarantees have been fulfilled and\or SULPHUR BENTONITE PLANT has been finally accepted and taken over by OWNER. During the guarantee test, the range of operating conditions shall be within the limits of the design conditions and shall meet the requirements of safety and compliance with relevant Codes and Regulations.

3.17 Performance Guarantees

CONTRACTOR shall, when SULPHUR BENTONITE PLANT is stabilised at full rated production, arrange and supervise the tests to prove the performance guarantees specified in Technical Scope.

3.18 Practical experience for OWNER'S Personnel

CONTRACTOR shall make arrangements, for training of NFL Engineers as detailed in clause no. 1.4 in Sec.3.0 of NIT at Bidders works and operators at site free of Cost. Detailed programme for practical experience shall be mutually agreed between OWNER and CONTRACTOR.

3.19 Laws and Regulations

CONTRACTOR shall abide, while fulfilling its obligations, by all applicable codes, laws, and regulations from time to time in force in the State of Madhya Pradesh and in India. PROPOSAL would be based on the codes, laws and regulations applicable on effective date. In the event of change in any codes, laws or regulation applicable to SULPHUR BENTONITE PLANT after submission of PROPOSAL which alters the scope of CONTRACTOR'S obligations under CONTRACT, CONTRACTOR shall agree to make the necessary change in scope of WORK

3.20 Progress monitoring and reporting

CONTRACTOR shall develop a suitable system for monitoring and reporting progress on the various activities upto MECHANICAL COMPLETION and the subsequent activities of commissioning and conducting the guarantee test. CONTRACTOR will give detailed Network Schedule covering the activities and milestones starting from EFFECTIVE DATE until ACCEPTANCE DATE These Master Schedules shall include the activities of CONTRACTOR, Sub-contractor, Suppliers/Manufacturers, and construction contractors. CONTRACTOR shall monitor progress continuously and submit to OWNER monthly progress reports giving the status of the activities, indicating those delayed and action being taken, or required to be taken, to bring back those activities on schedule. These reports will also include progress at VENDOR'S workshops and will be supplemented with photographs, wherever necessary. The Network Schedule shall be updated once in a MONTH.




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CONTRACTOR shall also furnish information to OWNER as may be required by any other Governmental Authority or any other agency such as FINANCING INSTITUTION etc.

3.21 Technical Information

CONTRACTOR shall furnish to OWNER, CONTRACTOR'S Technical Information and know-how as may be necessary for the operation of SULPHUR BENTONITE PLANT. CONTRACTOR will grant to OWNER an irrevocable right to use all technical information of SULPHUR BENTONITE PLANT Process and know-how and shall further advise OWNER for a period of five (5) years from ACCEPTANCE DATE of any improvements in process, know-how, engineering, operation methods, and other conditions which will result in more efficient operation of SULPHUR BENTONITE PLANT that are developed by CONTRACTOR or process licensee or have come to the knowledge of CONTRACTOR.

3.22 Work of SUB-CONTRACTOR(S) and CONTRACTOR

CONTRACTOR shall remain responsible for proper execution of such part of WORK as are carried out by SUB-CONTRACTOR(S) and any failure of Sub-contractor(s) or CONTRACTOR(S) shall not relieve CONTRACTOR of its obligations under CONTRACT. Furthermore, in the event of any default by Sub-contractor(s), CONTRACTOR may either take over Sub-contractor's part of WORK on mutually agreed terms or take remedial action as may be necessary in order to achieve completion of SULPHUR BENTONITE PLANT and any other activities leading to acceptance of SULPHUR BENTONITE by OWNER.

3.23 CO-ORDINATION

CONTRACTOR shall render all necessary assistance to OWNER required for overall co-ordination of all activities connected with PROJECT. For this purpose, CONTRACTOR and OWNER shall agree on a meeting as soon as practicable after EFFECTIVE DATE with Sub-contractor(s) and such other parties as are necessary to settle the following:

a) Review the basic design conditions set forth in TECHNICAL SCOPE and, where appropriate, review possibilities of standardisation.

b) Assess the priorities and key dates required to be included in CONTRACTOR'S schedules.

c) Make an assessment of all items requiring co-ordination.

d) Fix up a date and agenda of any subsequent meeting as may be required in association with OWNER

e) In the event OWNER pursuant to its responsibilities of overall co-ordination requests CONTRACTOR to make any alteration to the programme, scope or responsibility under CONTRACT, CONTRACTOR shall do the same.

f) Certain category of equipment/piping fall under the jurisdiction of Indian Boiler Regulations (IBR), irrespective of the fact whether these are proprietary in nature or not, certification from an internationally recognised agency such as Lloyds is considered necessary to enable local IBR authorities to allow their installation and operation. In such cases, inspection and certification from such authorities will also have to be arranged by CONTRACTOR. CONTRACTOR shall also submit, as may be required by IBR




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authorities, necessary design calculations from respective fabricators and/or manufacturers of the EQUIPMENT.

4.0 CHANGE IN WORK

4.1 OWNER shall have the right to request in writing changes in WORK within the scope of CONTRACT. When the request for a change by OWNER has been agreed and complied with by CONTRACTOR, then CONTRACTOR'S obligations under CONTRACT shall remain unaffected unless otherwise agreed.

4.2 For each request for a change in WORK, CONTRACTOR shall promptly inform OWNER in writing whether this request will fall within the provision of the CONTRACT. If this request does not fall under the provision of the CONTRACT and CONTRACTOR has to incur additional expenses, then CONTRACTOR shall promptly submit a cost estimates, and terms of payment for making the requested change together with the details of any variation required to be made to any of CONTRACTOR'S or OWNER'S obligations and/or guarantees.

4..3 If in CONTRACTOR'S opinion fulfilment of any of its obligations under CONTRACT would be jeopardised by a change requested by OWNER, then CONTRACTOR shall explain in writing to OWNER the reasons for not accepting these changes within 30 (thirty) DAYS of receipt of OWNER'S written request.

4.4 OWNER and CONTRACTOR shall agree upon the basis and terms of the change in WORK in writing.

4.5 It is understood that no change shall become effective and no change will alter the scope of WORK until all of the matters referred to have been mutually agreed upon in writing by OWNER and CONTRACTOR.

4.6 It is agreed by both Parties that the following changes shall not be considered change;

a) Changes requested by OWNER and accepted by CONTRACTOR which do not involve any additional cost or man-hour effort.

b) Changes in CONTRACTOR'S WORK required on account of CONTRACTOR not having included any item of EQUIPMENT or WORK which in the opinion of OWNER/CONTRACTOR is necessary for the normal safe and continuous operation of SULPHUR BENTONITE PLANT.

5.0 MECHANICAL COMPLETION

5.1 MECHANICAL COMPLETION for SULPHUR BENTONITE PLANT is defined as the date at which SULPHUR BENTONITE PLANT after mechanical erection and pre-commissioning, are ready for acceptance of feed to be introduced to and can continue to receive feed leading to production of Hydrogen..

5.2 MECHANICAL COMPLETION shall include completion of all required activities of mechanical erection and pre-commissioning including but not limited to the following activities:

5.3 Mechanical Erection




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a) SULPHUR BENTONITE PLANT or the portion there of is installed in accordance with the drawings, specifications, and contracts, including any approved changes thereto, and in accordance with all applicable codes and laws.

b) All coded pressure equipment is hydrostatically or pneumatically tested once either in the supplier's shop or in the field in accordance with applicable codes or purchase specifications.

c) Fired heaters / boilers are hydrostatically or pneumatically tested. All non-operating pre-firing checks are made in accordance with manufacturer's instructions. Operation of registers and dampers is checked and position of indicators verified.

d) Compressor, Pumps, machinery and all drives are cold aligned. Couplings are assembled and guards installed.

e) Instruments are installed, inspected, and such non-operating checks are made as to assure operability in the manner required for the process application. Instrument air lines are checked for correct hook-up. Air lines are leak-tested. Orifice plates are checked for correct bore diameter, ready for OWNER'S installation after completion of flushing operations.

f) Relief valves are installed. Prior to this, they will have been checked by the Contractor in the VENDOR'S shop and rechecked at SITE.

g) Piping is hydrostatically or pneumatically tested in accordance with the specifications. Special treatment, such as chemical cleaning, is done as required by the drawings or specifications. Suction screens are installed. Test blinds are removed. Spring supports, anchors, and guides are checked for removal of all shipping and erection stops and for correctness of cold settings.

h) The electrical system is installed, integrating with the electrical system of PROJECT and tested in accordance with and to the extent required by the electrical specifications. All wiring is checked for correct hook-up. Motor rotation is checked. All power system protective devices are set.

i) Insulation is complete to the extent necessary to permit the start of commissioning and start-up.

j) Painting is completed to the extent that the incomplete work does not prevent the start of commissioning and start up.

k) All inert packing and bed support materials such as raschig rings and alumina balls be installed.

l) Temporary construction facilities are removed to the extent necessary to permit the start of commissioning and start-up

5.4 Pre-commissioning

The following is a list of typical work performed including but not limited to, after SULPHUR BENTONITE PLANT is mechanically complete

a) Materials and labour are provided to flush, grease, pack, and lubricate all pumps, compressors, other machinery, and their drives.




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b) All machinery and drives are run-in, hot-checked for alignment, and doweled. Necessary adjustments are made as result of running-in, including resetting turbine over speed trips.

c) Control valves are installed. Instruments, analysers, controls, interlocks, alarms, and related items are commissioned, including operating checks, provision and installation of seal fluids are required, checking and adjusting settings, standardising, and calibration and proof tests.

d) Electrical relays and trips are commissioned and tested.

e) Feedstock, refrigerants, utilities, catalysts, and chemicals are supplied, handled, installed, and prepared for operation, including any catalyst preparation procedures.

f) Valves are lubricated, packed or re-packed, adjusted, or otherwise serviced.

g) Temporary strainers are removed, cleaned, and reinstalled.

h) Slip blinds required in preliminary circulation and start-up lines are installed and removed.

i) Equipment and lines are flushed, purged, blown, and dried as required for cleanliness, safety, and process considerations. All flanges are boxed up with proper gaskets.

j) Final adjustments are made to pipe, supports and hangers.

k) All fire protection and safety facilities are commissioned and put into operation and all safety provisions initiated, including practices, procedures, permits, and other precautionary measures needed to ensure the safety of personnel and property.

5.5 As soon as MECHANICAL COMPLETION has been achieved, CONTRACTOR shall present SULPHUR BENTONITE PLANT for inspection and on being satisfied about its completion, OWNER shall issue a certificate to CONTRACTOR within 7 DAYS indicating the date of MECHANICAL COMPLETION, provided SULPHUR BENTONITE PLANT can continue to receive feed leading to production of SULPHUR BENTONITE.

5.6 CONTRACTOR shall ensure that MECHANICAL COMPLETION as defined in the bar chart as per the Contract

6.0 INSURANCE

6.1 The Contractor shall take in the joint name of Contractor and "Owner" comprehensive insurance cover to cover all risk including marine cum erection insurance (MCE), workmen compensation / Employees State Insurance (ESI) under ESI Act 1948 for Contractor’s personnel, Contractor’s vehicles, fire risk policy etc. till handing over of Plant to Owner duly commissioned and tested.

6.2 The Contractor shall be fully responsible for pursuing and settling all claims with the underwriters. In the event of accident, injury, damage or loss likely to form a claim under the above insurance policies, the Contractor shall as quickly as possible submit such details as are necessary for settling such claims by underwriters and shall also provide information and assistance necessary to settle the claim. The Contractor shall also keep Owner/purchaser fully informed about progress of each such case.

6.3 Owner shall be shown as beneficiary in the policy.




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7.0 OWNER'S OBLIGATIONS

7.1 Owner's obligations under this contract shall be limited to the following:

7.2 Owner shall make arrangement to provide the following at one point:

a) Water required for construction free of charges at one point.

b) Power required for construction free of charges at one point.

c) Contractor’s will arrange their own covered office and storage

7.3 Make available area for erection of Plant.

7.4 Make available at one point at site bench mark reference coordinates as may be necessary. It shall be the responsibility of the Contractor to transfer correctly the levels and coordinates to the Battery Limit for locating equipment within the battery limits.

7.5 Make available to Contractor space (open) for uncovered storage at site. Contractor shall make own arrangement for constructing covered space for storage of instrument etc.

8.0 WORKS CONTRACT TAX

8.1 The prices shall be inclusive of works contract tax / VAT/Commercial Tax/trade tax and MP construction workers welfare cess prevailing in the state of Madhya Pradesh. Owner will deduct tax at sources as per prevailing rules and issue necessary certificates to this effect to the Contractor. The Contractor shall be entirely responsible for getting their accounts settled with sales tax authorities & shall submit no dues certificate from the competent sales tax authority before clearance of their final bill.

8.2 For Contractors who have to bring equipment and material from outside Madhya Pradesh, the Contractor has to get registered with sales tax authorities at the territorial state of the project site and obtain his own statutory clearances, from the competent authority, as the requirement may be.

8.3 Owner will not reimburse any amount paid by Contractor as excise duty or any other taxes / duties for any job including fabrication etc. And same should be included in contract price.

9.0 PATENT INFRINGEMENT AND INDEMNIFICATION

9.1 CONTRACTOR shall at all times indemnify and keep indemnified OWNER against all claims or suits and defend, at its own cost, any suit or action brought against OWNER and hold OWNER free and harmless against all costs of such claims or suits which may be made against OWNER in respect of any infringement of any rights protected by patent, copyright, trade marks, and trade secrets to the extent that such claim, suit, or action is a result of the use of CONTRACTOR'S Technical Information for the construction, maintenance, and operation of SULPHUR BENTONITE PLANT and the use of CONTRACTOR'S and/or any other process licenser's processes used in SULPHUR BENTONITE PLANT. OWNER shall pass on all claims made against it to CONTRACTOR for settlement.




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9.2. CONTRACTOR declares that to the best of its knowledge and belief the use of CONTRACTOR'S Technical Information for the construction, maintenance, and operation of SULPHUR BENTONITE PLANT and the use of CONTRACTOR and/or any other process licenser's processes used in SULPHUR BENTONITE PLANT will not infringe any valid patent rights of a third party. However, if at any time such infringement arise, CONTRACTOR agrees to keep OWNER indemnified and harmless against such claims and costs thereof and make arrangements that will allow OWNER to continue the operation of SULPHUR BENTONITE PLANT.

9.3 OWNER shall promptly advise CONTRACTOR in writing of any claim of infringement or any action for infringement of patents brought against it by a third party and based upon the use of CONTRACTOR'S Technical Information If such use is in accordance with 'instructions given in writing by CONTRACTOR, CONTRACTOR shall undertake the defence, or assist OWNER in the defence, of the claim or suit to final judgement or settlement

9 4 CONTRACTOR shall undertake the defence on behalf of OWNER and shall have sole charge and direction of the defence, and shall bear all costs related thereto CONTRACTOR shall further hold OWNER harmless from any damages or other sums that may become payable by OWNER under a final judgement or settlement

However, OWNER shall render to CONTRACTOR all reasonable assistance that may be required by CONTRACTOR in the defence, and shall have the right to be represented therein by advisory counsel of its own selection and at its own expense.

9.5 In addition to the measures specified in clause 5.13.4, CONTRACTOR may further, at its option, however, in reasonable consultation with OWNER, seek to abate the alleged infringement by modification of SULPHUR BENTONITE PLANT or its operation without adversely affecting the performance and/or secure for OWNER an immunity from suit for infringement. In such case, CONTRACTOR shall reimburse OWNER for all costs related to said modifications and to said immunity.

9.6 In the event that OWNER is legally restrained from operating SULPHUR BENTONITE PLANT on account of any infringement action or suit, CONTRACTOR shall take all possible actions to allow OWNER to operate and use SULPHUR BENTONITE PLANT.

9.7 Neither CONTRACTOR nor OWNER shall settle or compromise any suit or action without the written consent of the other if settlement or compromise obliges the other to make any payment or part with any property or assume any obligations or surrender any rights or to be subjected to any injunction by reason of such settlement or compromise.

10.0 INDEMNITIES

10.1 CONTRACTOR Indemnification for Liabilities.

To the fullest extent permitted by Law, CONTRACTOR assumes liability for, and agrees to indemnify, protect, save and hold harmless the OWNER from and against any and all Liabilities (including, any strict liability), of whatsoever kind and nature and whether or not involving damage to the Project or the Site that may be imposed on, suffered or incurred by or asserted against OWNER and in any way relating to or




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arising out of (i) the Work, any Material or the Project, (ii) the presence, discharge, treatment, storage, transportation, disposal, escape or release of any Hazardous Substance, or the threat thereof, at , to or from the Site after commencement of work (iii) The performance of the Work, or as a result of personal injuries (including wrongful death); (iv) the violation by CONTRACTOR or any SUB-CONTRACTOR of any Government Approval or applicable Law relating to the Work or the Project or (v) any breach of CONTRACT with any SUB-CONTRACTOR; provided, however, that CONTRACTOR shall not be required under this clause 5.14.1 to indemnify OWNER for any liability arising out of or resulting from events or circumstances occurring or existing after preliminary acceptance except where the liability arises from an act or omission of CONTRACTOR or any SLIB-CONTRACTOR or any other Person directly or indirectly employed by either of them or anyone for whose acts either of them may be liable that was a contributory cause of such liability

10.2 CONTRACTOR Indemnification for Taxes.

It is specifically understood that CONTRACTOR hereby accepts and assumes exclusive liability for shall and save and hold the OWNER harmless from and against of all Taxes arising from the performance of the Work, and all such Taxes shall be deemed to be included in the CONTRACT price.

10.3 Indemnification by SUB-CONTRACTORS.

CONTRACTOR shall obtain from each SUB-CONTRACTOR which is an affiliate, and shall use all reasonable efforts to obtain from each other SUB-CONTRACTOR, an indemnification materially similar in form and substance to clauses 9, 10.1 and 10.2 of which the OWNER shall be named as beneficiary.

10.4 Common Law Remedies.

The above provisions shall not deprive OWNER of any indemnity, action, right or remedy otherwise available to OWNER at common law or otherwise.

10.5 Payment of Amounts under this clause.

Except to the extent covered by insurance, all amounts payable by CONTRACTOR to OWNER under this clause shall be deducted from the CONTRACT Price or any other amounts owed by OWNER to CONTRACTOR here under. If such amounts payable by OWNER to CONTRACTOR are less than the amounts payable by CONTRACTOR under this clause, CONTRACTOR shall be liable to OWNER for such excess and shall pay such amount to OWNER immediately upon demand.

11.0 LIMITATION OF LIABILITY

11.1 The maximum overall liability under the CONTRACT shall be limited to 10% of CONTRACT

price, excluding liabilities for extra cost incurred due to Termination of CONTRACT and carrying out balance work at the risk and cost of the CONTRACTOR, re-engineering, make good, mechanical warranty and patent infringement as per relevant Clauses of CONTRACT.




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11.2 If the performance of the Plant fails to prove the guarantee set forth in the Specifications, Contractor shall investigate the causes and provide free of cost to Owner design, Engineering, materials, and services and Equipment within a reasonable period to prove guarantees. The Contractor's liability for reviewing the defect as well as making good any shortcoming shall be unlimited. The Contractor shall be liable for reviewing the defect as well as making good any shortcoming as set forth in Performance Guarantee parameters as detailed in Technical specification..

12.0 TIME SCHEDULE

12.1 Contractors shall give a complete time schedule activity- wise to meet the completion time quoted in months from the date of letter of intent.

12.2 The time for completion and phased time schedule shall be subject to and in accordance with the provision of sub-article below.

12.3 Neither Owner/Purchaser nor Contractor shall be considered in default in performance of their obligations if such performance is prevented or delayed by Force Majeure conditions as stated in General Conditions of Contract.

12.4 In case the progress of work is unduly and unreasonably delayed by the Contractor without sufficient cause, the Owner at the Contractors risk and cost and without prejudice to any of the rights under the contract reserve the right to;

a) Terminate the contract wholly or partially and complete it by the Owner or reassign it to others after giving 30 days notice in writing to the Contractor to remedy the cause complained of.

b) Make any modifications, deletions, additions to the contract as the Owner may consider necessary to ensure its satisfactory execution after giving 7 days notice to Contractor to remedy the cause complained of.

12.5 Should the Contractor's preparation for the commencement of the work or any portion of it or its subsequent rate of progress be from any cause whatsoever, so slow that in the opinion of the Owner, the Contractor will not be able to complete the work or any portion thereof within the stipulated time for completion, the provisions of sub-article 12.4 above shall apply.

12.6 In case of delay in completion beyond stipulated time, notwithstanding the grant of formal extension of time for completion of work by the Owner, all extra costs, on account of changes in statutory regulations/acts or increase in prices on any other account during the extended time, shall be borne by Contractor unless delay is due to the fault of the Owners. However, decrease in prices or statutory levies shall be passed on to Owner.

13.0 PRICES & TAXES

13.1 The price quoted shall be firm and fixed without any escalation whatsoever on any account.




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13.2 The Contractor shall ship the material as per shipping instructions in General Conditions of Contract.

13.3 All taxes, duties, licence fees , Value Added Tax (VAT) and other such levies as may be applied to the contract both in Contractor's country and in India, including sales tax on bought out items, service tax, custom duty, excise duty, octroi, corporate income tax in respect of the performance of the contract as well as income tax on the personnel deputed by the Contractor to India in connection with the contract, are to the account of the Contractor along with variation thereof during the contract or in extended period, if applicable. Foreign exchange variation to indigenous vendors shall not be allowed. No variation in statutory including custom duty shall be allowed on inputs for indigenous vendors. However variations to the extent provided under clause 30.3 of GCC shall be allowed.

13.4 Any other taxes / duties in relation to this contract which the Owner is required to deposit as per the applicable law shall be paid by Owner and recover from the Contractor from any subsequent payment due to the Contractor.

13.5 The prices indicated for spare parts in the item wise lists shall be fixed and not subject to any escalation.

13.6 In case of award of contract to a foreign Contractor the Contractor shall take all necessary steps and comply with all formalities to get the contract registered with the appropriate Indian custom authorities to have the various imported equipments including spares assessed at concessional custom duty rates or merit duty as applicable as applicable to project imports.

13.7 In case of award of contract to a foreign Contractor, the Contractor shall be responsible on completion of contract or whenever required to undertake customs reconciliation work with Indian custom authorities and finalise the customs assessment by furnishing the necessary technical documents, technical information etc. to the said authorities.

14.0 BILLING SCHEDULE

The Contractor shall provide a billing schedule based on agreed payment terms within 30 days from the effective date of contract for approval by the Owner.

15.0 GUARANTEE FOR TIME OF COMPLETION

15.1 The Contractor shall guarantee the dates of completion calculated from the date of issuance of Notification of Award (Letter of intent). For the purpose of determining price reduction on account of delay in completion the date shall be the date of handing over of duly commissioned Plant to Owner.

15.2 Levy of pre-determined charges against price reduction clause for delay in supplies or completion guarantee runs leading to delay in acceptance or delay in handing over all necessary document specified in technical conditions shall be as per the provision in General Terms and Conditions of contract




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15.3 The Contractor shall undertake immediate repair or replacement of the equipment damaged or lost in transit or during storage assembly, erection and commissioning of plant pending settlement of claim thereafter by the underwriters.

16.0 LABOUR AND STAFF

16.1 The Contractor shall make his own arrangement for labour, erection and commissioning engineers and all other staff required for carrying out the contract.

16.2 The Contractor shall make his own arrangements for providing canteen service to his labour and staff. Open space for this purpose may be provided by Owner.

16.3 The Contractor shall at his own cost provide office and other accommodation for his staff and workmen. The contractor shall also provide transport and medical facilities to his staff and workmen.

16.4 The Contractor shall be responsible for all liabilities and statutory obligations and any other laws in this regard in force from time to time regarding the employment or conditions of service of Contractor's workmen or employees and indemnify Owner for any claim put forth by authorities.

16.5 The Contractor shall observe all safety rules as required under various statutes in India and shall also strictly adhere to safety regulations of Owner

17.0 FINAL ACCEPTANCE

17.1 After the successful commissioning and guarantee runs the final acceptance and taking over certificate shall be issued by Owner within 21 days.

18.0 WORK SCHEDULE & COOPERATION

18.1 The Contractor shall draw well in advance detailed schedule of work to be carried out at site and submit the same to the consultant for approval of the Owner.

18.2 The Contractor shall not object to the execution of the work by other Contractors or tradesmen and offer them every facility for the execution of their several works simultaneously with Contractors work. Contractor shall at all times provide sufficient fencing, notice boards, lighting and watchmen to protect and warn the public and guard the works and in default there of . Owner may provide such facilities at Contractor's cost.

18.3 Owner shall be at liberty to object to employment of any person at work site and the objection shall be communicated in writing and Contractors shall make immediate arrangements for removal of such person.

19.0 CONTRACT CONDITIONS

19.1 Wherever the terms & conditions in special conditions of contract are at variance with General Conditions of Contract and any provision of contract elsewhere, special conditions shall prevail.




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19.2 Instructions to Bidders (A-01), General Conditions of Contract (A.02), Site Working and safety Conditions (A06) shall also be applicable and form part of Contract.

20.0 MODE OF CONTRACT

20.1 Notwithstanding anything stated elsewhere in the bid documents, the contract to be awarded shall be on the basis of single contract on Lump-sum turnkey basis with single point responsibility OR two separate contracts with process licensors and EPC contractor having tie-up with each other with a tripartite agreement between NFL, Process Licensor and EPC Contractor. In case of two contracts, the EPC contractor and the process licensor shall be responsible for completion of work as per the scope defined in their respective contracts with NFL and in terms of the tripartite agreement between NFL, Process Licensor and EPC Contractor.

20.2 The contract shall be in all respects be construed and governed in accordance with the Indian laws.

21.0 DEEMED ACCEPTANCE

In case, Commissioning/PGTR of the plant is delayed due to the reasons solely attributable to the owner beyond 12 months from mechanical completion, plant shall be DEEMED ACCEPTED with a defect liability period of another 12 months. The Security-cum Performance Bank Guarantee shall be extended accordingly, by the Contractor.

Final payment shall be released after DEEMED ACCEPTANCE.

This clause of deemed acceptance shall not be applicable in case reasons solely attributable to the owner are resolved before the completion of 12 months from Mechanical completion and hooking up & commissioning is started within 12 months of Mechanical completion. In that case remaining activities including Commissioning / PGTR shall be completed as per the terms & conditions of the contract and Security-cum Performance Bank Guarantee shall be extended, accordingly by the Contractor so as to ensure minimum validity of 12 months from the date of Final Acceptance with a claim period of six months.

22.0 CONSEQUENTIAL DAMAGES

Notwithstanding anything contained elsewhere in CONTRACT or implied to the contrary:

a) CONTRACTOR shall, in no circumstances, be liable in respect of any indirect or consequential loss or loss of profit suffered by OWNER in connection with or arising out of performance of WORK under CONTRACT.

b) OWNER shall, in no circumstances, be liable in respect of any indirect or consequential loss or loss of profit suffered by CONTRACTOR in connection with or arising out of performance of WORK by CONTRACTOR under CONTRACT.

23.0 CHANGE OF SOURCE




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(I) Change of source from Indigenous (INR) to Imported (foreign exchange) OR Imported to Imported.

a. If due to change of source, Foreign currency exceeds the quoted foreign component of the LSTK price, the excess foreign currency shall be paid limited to the unutilized and unbilled quoted INR amount converted at the exchange rate prevalent on the day of Mechanical completion.

b. If due to change of source, there is variation among foreign currencies , the cross currency conversion of a particular currency to INR and equivalent INR to another currency shall be limited to the unutilized and unbilled quoted amount of the another foreign currency amount converted at the exchange rate prevalent on the day of Mechanical completion.

c. During actual project implementation ,if any party alter / change the source / origin of supply in the equipment list for improvement in quality ,time schedule, unforeseen /force meajure etc. and decide to import the item which have been offered indigenous item , foreign (imported) ot imported and vice versa, party shall make such alteration / change in source with prior approval of NFL .Due to this change higher financial implications including taxes and duties ,if any , should be to party’s account.

(II) Change of source from Imported (foreign exchange) to Indigenous (INR)

In case of change of source from Imported (foreign exchange) to Indigenous (INR), the excess INR should be paid limited to unutilized and unbilled quoted amount of the foreign currency converted at exchange rate prevalent on the day of Mechanical completion.

(III) In case of unutilized foreign currency, the same shall be paid separately in the final bill in Indian Rupees equivalent of such unutilized foreign currency balance(s) at exchange rate prevalent on the day of Mechanical completion.



SITE WORKING AND SAFETY CONDITIONS

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SECTION-4.0



NFL, PANIPAT




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TABLE OF CONTENTS

1 SITE LOCATION

2 SITE ESTABLISHMENT

3 SUPERVISION OF WORK

4 INSPECTION

5 EMPLOYMENT OF LABOUR

6 REPORTING

7 COMPLETION OF WORK

8 INSURANCE CLAIM FOR DAMAGES

9 WORKING AND SAFETY REGULATIONS

10 ELECTRICAL SAFETY REGULATIONS

11 STATUTORY REQUIREMENTS




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1.0 SITE LOCATION 1.1 The site for the proposed project is located at Vijaipur in the state of Madhya Pradesh

The site is well connected by rail and road. Nearest International Airport is at Delhi.Nearest Domestic terminals are placed at Gwalior / Bhopal

1.2 The site is comparatively level. 2.0 SITE ESTABLISHMENT 2.1 The Contractor shall provide all huts, stores, tarpaulins and other covers for the

accommodation of his staff, workmen and materials. All materials likely to deteriorate in the open shall be stored under suitable cover.

2.2 The Contractor shall advise the Owner within 15 days of the placement of LOI his

space requirement which shall include for office, mess rooms, covered storage, open storage, fabrication space, lavatories etc. Depending on availability and requirement, space shall, for the duration of this contract, be allotted to the contractor but he will not be permitted to make use of any other space without the sanction of the Owner. The use of this space shall strictly be made for the execution of this Contract only. The sanitary conditions of the ground in or around such structures shall, at all times be maintained by the Contractor in a manner satisfactory to the Owner.

2.3 The security of the Contractor's equipment and materials is his own responsibility. He

will ascertain what security arrangements are made on site by the Owner and take further steps/Precautions he may think necessary. The Owner accepts no liability for loss or damage to the Contractor's plant, tools or materials.

2.4. The material issued to the Contractor, by the Owner will remain under the custody of

the Contractor as a trustee. However, title on the same will remain with the Owner. The Contractor will be responsible for loss or damage to such materials and shall preserve them in good working condition as required for the contract and good construction practices till such time that they are erected, aligned and fully installed in position and handed over to the Owner. In case the Owner feels that arrangements made by the Contractor are not adequate he shall so advise the contractor and the Contractor shall promptly take corrective action. In case the Contractor fails to take corrective action within a reasonable time, the Owner on advice of the consultant shall take such corrective actions and recover the cost thereof from the Contractor's bills. Account of such material on completion of work, shall be rendered and surplus materials returned to the Owner as per instructions of Owner.

2.5 The Contractor shall clear away immediately any rubbish, scrap materials, etc. and

dump the same in the area indicated by the Owner/Consultant. All construction material shall be neatly stacked in an orderly manner as directed by the Owner/Consultant and care shall be taken to allow proper access to workmen and easy movement of men, vehicles, cranes and materials.

2.6 The Contractor shall maintain all the drawings carefully mounted on the board of

appropriate size and well protected from the ravages of termites and other insects. 2.7 The Contractor shall not permit the entry to the site of any person not directly

connected / concerned with the work without first having obtained the written permission of Owner.




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2.8 The Contractor shall submit a list of tools, tackles, etc. which he will use, to perform the work. The Contractor shall submit a list in duplicate of all materials, tools and tackles etc. brought inside the plant site duly signed by Owner's security staff as per rules laid by Owners at site Project. These tools, etc. shall not be removed from the Site till the completion of the job. A gate pass must be obtained from the Owner in order to remove from Site any tools, materials and equipment.

2.9 All items such as keys, instructions and other pertinent data regarding

erection/commissioning and maintenance should be tagged and classified for transmittal in a manner approved by the Owner.

2.10 All employees of the Contractor shall conform to the rules of conduct, etc. established

by Owners. Failure to do so will be sufficient cause for removal of such person from the Site.

2.11 The Contractor will be responsible for providing all plant, tools and tackles, consumable

and scaffolding required for the execution of his work as per the best engineering practices.

2.12 The receipt, off-loading, movement and storage at Site of the entire Contractor's plant,

tools and materials are his responsibility. The receipt, movement and storage, if required, of material issued by Owners shall be the responsibility of the Contractor.

2.13 Electricity: The Contractor shall advise the Owners within 7 days of the placement of LOI his

electrical power requirements to allow the planning of the temporary electrical distribution. Power, subject to availability, will be made available at one point. Contractor shall make his own arrangement at his cost for drawing power from the Owner's distribution board to his own distribution board. The power supply shall be made available at 415 V, 3 phase 50 Hz, four wire system. Electricity will be made available to the Contractor free of charge.

Contractor may be required to use his diesel driven Generator sets at site. In his

tender, contractor should indicate the no. of diesel Gen. sets that can be deployed by him. All temporary wiring from the supply point for either Power or lighting will be the responsibility of the Contractor.

Contractor's Distribution Board temporary wiring shall be GOI approved/ done by

certified electrician and must comply with local regulations and is subject the Owner's inspection and approval before connection to supply. Owner shall provide some flood lights at site. Additional lights if required by Contractor shall be arranged by Contractor.

2.14 Water The Contractor shall advise the Owner within 7 days of the placement of LOI, his water

requirement for hydraulic testing and other requirements. A free supply of water will be made available at one point on the site. Any further distribution will be the responsibility of the Contractor.

2.15 Messing & Accommodation:




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The Contractor will make his own arrangements. Boarding/lodging for bidder’s personnel may be provided by Owner on chargeable basis.

2.16 First-Aid: The Contractor may have access to the Owner's qualified first-aid personnel and

ambulance, in case of accidents, if available. The Contractor will, however, provide a first-aid post for minor injuries to their staff.

2.17 Safety Equipment: All necessary personal safety equipment like safety belts, helmets,

protective face and eye shields, hand-gloves, overall etc. as required should be made available for the use to the person employed on the site. It is contractor's responsibility to maintain all safety equipment in good working condition.

3.0 SUPERVISION OF WORK: 3.1 The Contractor shall submit to the Owner a resume of his site-supervisors for

approval prior to commencement of the work. Once approved, the Contractor shall not remove his site-supervisors without prior concurrence of the Owner.

3.2 The entire work is to be completed as per the Project time schedule. The programme

of the work in details shall be submitted by the Contractor before commencement of the work. The detailed programmes prepared by the contractor shall conform to the targets set forth in the Time Schedule and will be subject to the approval of the Owner. All the work shall be carried out in such a manner that the work of other agencies operating at site is not hampered due to any action of the Contractor.

4.0 INSPECTION: The work of the Contractor is subject to Inspection by the Owner at all times. 5.0 EMPLOYMENT OF LABOUR 5.1 The Contractor will be expected to employ on the work only his regular skilled

employees with experience of this particular work. The permission of the Owner must be obtained before tradesmen are recruited locally for the work. This rule does not apply to un-skilled labour. No person below the age of eighteen years shall be employed. The contractor shall pay, to his employees / workers the minimum wages as per Madhya Pradesh Government notification issued time to time.

5.2 All travelling expenses including provision of all necessary transport to and from

Site, lodging allowances and other payments to the Contractor's employees are his own responsibility.

5.3 The hours of work on the Site shall be decided by the Owner and Contractor shall

adhere to it. Minimum working hours will be 8 (eight) hours per day excluding lunch break etc.

5.4 Contractor's employees shall wear identification badges while on work site. 5.5 All notices displayed on the Site and any instructions issued by the Owner must

be strictly adhered to by the Contractor's and/or his sub-contractor's employees.




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5.5.1 Contractor shall arrange labour licenses as per rules from concerned authorities at his own cost.

5.5.2 Contractor will take insurance cover for all his employees against accident etc. 5.6 Contractor will arrange ration cards and permits, if required. 5.7 In case the Owner becomes liable to pay any wages or dues to the labour of the

Contractor or his Sub-contractor or to any Government Agency under any of the provision of the Minimum Wages Act, Workmen Compensation Act or any other law due to act of omission of the Contractor, the Contractor shall make such payment.

5.8 The Contractor shall be required to produce documentary evidence to the effect

that he has discharged his obligations under the Employees Provident Fund Act, 1952, for his / subcontractor’s employees working at site.

5.9 The OWNER shall allocate only space to the Contractor for his labour colony. It shall

be the responsibility of Contractor to provide suitable accommodation including all necessary facilities. However, subject to availability, electricity and water shall be provided at one place on chargeable basis. Further distribution, as required, shall be done by Contractor.

6.0 REPORTING (a) The Contractor must report the following information to the Owner in writing each

Friday:- i) Number of employees, trades-wise; ii) Progress achieved;

iii) Expected dates of completion of work; iv) Any actual or potential delay in programme caused by the action or inaction of Owner and other Contractor working at site.

(b) If during excavation any materials such as but not limited to precious materials or

treasure etc. are found, the same shall be reported to Owner immediately and shall be the property of Owner.

7.0 COMPLETION OF WORK: Before finally leaving site, all the Contractor's huts, plant, tools and rubbish

must be removed and the site left clean and tidy. 8.0 INSURANCE CLAIM FOR DAMAGES On receipt of material at site, the Contractor shall promptly check for damages if

any and notify the Owner and shall take necessary action for lodging insurance claim for damages.

9.0 WORKING AND SAFETY REGULATIONS: 9.1 The Contractor will observe all statutory and legal requirements of Central and

State Governments applying to the work as well as any local regulations applying to the site issued by the Consultant or any other authority.

9.2 Particular attention is drawn to the following:-




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i) In case of accident, the Owner shall be informed in writing forthwith. The Contractor shall strictly follow regulations laid down by Factory Inspector, Government and state authorities in this regard.

ii) Fencing all Contractor's plant, platforms, excavations etc. iii) Compliance with all electricity regulations.

iv) Compliance with statutory requirements for inspection and test of all lifting appliances and auxiliary lifting gear.

9.3 Staircases, doors and gangways must not be obstructed in any way that will

interfere with means of access or escape. 9.4 No excavation will be started without the permission of the Owner, who will

inform the Contractor of the position of any pipes or cables known to be buried in the area. All excavations must be effectively railed off at all times, or completely broaded over and properly marked during the hours of darkness by red warning lamps, using flameproof warning lamps in non-smoking areas. Debris or material which cannot be immediately removed must be heaped in such a way as to leave adequate passage way. Any finds such as relics or antiques coins or fossils, etc. Shall be promptly handed over to the Owner.

9.5 The Contractor will notify the Owner of his intention to bring on the site any

equipment, such as space heating or welding apparatus or any container holding liquid or gaseous fuel or other substance which might create a hazard. The Owner will have a right to prohibit the use of such equipment or to prescribe the conditions under which such equipment may be used. The Consultant will have the right to inspect any construction plant, and to forbid its use if in his opinion it is unsuitable or unsafe. No claim arising there from shall be made by the Contractor. The Contractor or any one acting on his instructions will not bring on to the site any radio-active substance or any apparatus using such substances or any X-ray apparatus until written permission and direction regarding the use of such equipment has been received from the Owner.

9.6 The Contractor will meet all requirements, and act on the instructions of the Owner

where it is necessary to operate a 'permit-to-work' system. 9.7 Where it is necessary to provide any/ or store petroleum products or petroleum

mixtures and explosive, the Contractor shall be responsible for carrying out such provision and/ or storage in accordance with the rules and regulations laid down in Petroleum Act, 1934, Explosive Act, 1948 and Petroleum and Carbide of Calcium Manual published by the Chief Inspector of Explosives of India. All such storage shall have prior approvals of the Consultant. In case any approval is necessary from the Chief Inspector of Explosives or any statutory authorities, the Contractor shall be responsible for obtaining the same.

9.8 The Contractor shall have his own fire fighting extinguishers and equipment. 9.9 The Contractor shall be responsible for the provision of all safety notices and

safety equipment required by both the relevant legislation and such as the Owner may deem necessary.




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9.10 The Contractor shall be responsible for the safe storage of the radio-graphic sources or those of his sub-contractors.

10.0 ELECTRICAL SAFETY REGULATIONS: 10.1 In no circumstances will the Contractor interfere with fuses and electrical equipment

belonging to the Owner or other Contractors. 10.2 Before the Contractor connects any electrical appliances to any plug or socket

belonging to the other Contractor or Owner, he will -

i) Satisfy the Owner that the appliance is in good working conditions; ii) Inform the Owner of the maximum current rating, voltage and phase of the

appliance; iii) Obtain permission of the Owner dealing the sockets to which the appliances may

be connected. 10.3 The Owner will not grant permission to plug in until he is satisfied that - i) The appliance is in good condition and is fitted with a suitable plug; ii) The appliance is fitted with a suitable cable having two earth conductors, one of

which shall be an earthed metal sheath surrounding the cores. 10.4 No electric cable in use by the other Contractor / Owner will be distributed without

prior permission. No weight of any description will be imposed on any such cable and no ladder or similar equipment will rest against or be attached to it.

10.5 The voltage for all portable equipment e.g. drilling machines, temporary lighting etc.

will not exceed 240 volts. 10.6 No work must be carried out on any live equipment. The equipment must be made

safe and a 'permit-to-work ' issued before any work is carried out. 10.7 Contractor shall employ authorised electrician to maintain his temporary

electrical installation. 11.0 STATUTORY REQUIREMENTS: The contractor shall conform to the provisions of Acts of Parliament or State

Legislatures and to any bye-laws, rules, orders or notifications of any Government, Municipal or local authority for the time being in force affecting the work undertaken by him and will give all necessary notices to and obtain requisite sanction and permits of and from the Municipal and any other authority in respect of the said work of the materials to be used threat and generally will comply with building and other regulations of such authorities and will keep the Owner indemnified against all claims, penalties and losses that may be incurred by it by reason of any breach by the contractor of any statutes bye-laws, rules regulations, notifications etc.


PROJECT AT NFL, PANIPAT BANK GUARANTEE FOR EARNEST MONEY

DEPOSIT (BID SECURITY)

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Note: To be executed on a non-judicial paper of appropriate value.

IN CONSIDERATION of National Fertilizers Limited (NFL) having its registered

office at Scope complex, Core-III, 7 Institutional area, Lodhi Road, New Delhi-110003 (hereinafter called ‘the Society’ which expression shall unless repugnant to the subject or context includes its successors and assigns) having agreed to exempt _____________________ (hereinafter called ‘the said Tenderer(s)’ which expression shall unless repugnant to the subject or context includes his successors and assigns) from the demand under the terms and conditions of tender No. _____ for ________ hereinafter called ‘the said Tender’ of such Earnest Money for the due fulfillment by the said Tenderer(s) of the terms and conditions contained in the said tender ________ for ______ ________ on production of Bank Guarantee for Rs.______(Rupees______________only) We ___________________________ Bank hereinafter referred to as ‘the Bank’ do hereby undertake to pay to the company an amount not exceeding Rs._________ (Rupees ________ only) against any loss or damage caused to or suffered or would be caused to or suffered by the said Society by reason of any breach by the said tenderer(s) of any of the terms and conditions contained in the said tender (the decision of the Society as to any such breach having been committed and loss suffered shall be binding on us).

2. WE ________________ Bank do hereby undertake to pay the amounts due

and payable under this Guarantee without any demur merely on a demand from the Society stating that the amount claimed is due by way of loss or damage caused to or would cause to or suffered by the Society by reason of any breach by the said Tenderer(s) of any of the terms and conditions contained in the said tender or by reason of the said Tenderer’s failure to keep the tender open. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs.___________ (Rupees ____________ only).

3. WE ______________ (Bank) further agree that the guarantee herein contained

shall remain in full force and affect during the period that would be taken for the finalisation of the said tender and that it shall continue to be enforceable till the said tender is finally decided and order placed on the successful tender(s) and/or till all the dues of the Society under/or by virtue of the said tender have been fully paid and its claims satisfied or discharged or till a duly authorised officer of the Society certified that the terms and conditions of the said tender have been fully and properly carried out by the said Tenderer(s) and accordingly discharges the guarantee. Unless a demand or claim under this guarantee is made on us in writing on or before the __________, we shall be discharged from all liability under this guarantee thereafter.


PROJECT AT NFL, PANIPAT BANK GUARANTEE FOR EARNEST MONEY

DEPOSIT (BID SECURITY)

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4. WE _____________________________________ Bank, lastly undertake not to

revoke this guarantee during its currency except with the previous consent of the Society in writing.

Dated _________ day of ________ 20_____ CORPORATE SEAL FOR BANK Note: To include 6 months claim period over and above the period mentioned in the

paragraph for the validity of the Bank guarantee in the tender.


SECURITY DEPOSIT-CUM-PERFORMANCE BANK

GUARANTEE FORMAT

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(To be prepared on Stamp paper issued in the name of Bank) The BANK GUARANTEE No.______________________made this day of ______________________between______________________________ a Bank incorporated and having its registered office at ___________________________(hereinafter called BANK) which expression shall unless repugnant to the context or contrary to the meaning thereof include its successors and assigns on the one part and NATIONAL FERTILIZERS LIMITED, a Company registered in India under Companies Act, 1956 and having its registered office at Core – III, Scope Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003, India to the context or contrary to the meaning thereof include its successors and assigns on the other part. WHEREAS in pursuance to the agreement dated___________________(hereinafter called (CONTRACT) ENTERED INTO BETWEEN national Fertilizers Limited (hereinafter called OWNER and ________________________________________a Company incorporated in _____________________(hereinafter called CONTRACTOR) which expression shall unless repugnant to the context or contrary to the meaning thereof include its successors and assigns, for supply of ________________________________________________________________ ________________________as envisaged in the Contract, Contractor has to submit a Security Deposit-cum-Performance Bank Guarantee for Rs/USD/._______. CONTRACTOR accordingly agrees to furnish the Security cum performance Bank Guarantee as hereinafter contained towards fulfillment of all of its obligations under the contract. NOW THIS DEED WITNESSETH AS FOLLOWS: 1. In pursuance of the Contract, the Bank hereby guarantees as a direct responsibility

to OWNER that the BANK is holding the amount of Rs.__________________________at Owner’s disposal and hereby promises and shall be bound to pay to OWNER, forthwith at Owner’s written notice stating that the contractor has failed to fulfill its obligations under the contract for reasons for which contractor is liable and without any protest or demur and without recourse to contractor and without asking for any reasons as to whether the amount if lawfully asked for by Owner or not, the entire amount or the portion thereof as mentioned by Owner in the notice.

The decision of the Owner as to whether the terms and conditions of this Security

Deposit-cum-Performance Bank Guarantee have been observed or not shall be final and binding on the BANK. In any case, however the Bank’s responsibility under this Security Deposit-cum-Performance Bank Guarantee is limited to Rs._________________________________

_____________________________________. 2. We undertake to pay to the Owner any money so demanded notwithstanding any

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


SECURITY DEPOSIT-CUM-PERFORMANCE BANK

GUARANTEE FORMAT

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any Court or Tribunal relating there to our liability under this present being absolute and unequivocal..

3. This Security Deposit-cum-Performance Bank Guarantee shall be valid for an initial

period of _____________________months from the date of this Bank Guarantee No.____________________ dated________ _given by the Bank to Owner become effective. Upon issuance of Commissioning / Erection / Completion Certificate, according to terms of contract on expiry of ___________months after the issuance of the above mentioned certificate of commissioning / erection / completion certificate, the Security Deposit-cum-Performance Bank Guarantee shall become null and void.

4. This Security Deposit-cum-Performance Bank Guarantee shall be in addition to and

shall not affect or be affected by any other security now or hereafter held by Owner on account of money hereby intended to secure and Owner at its discretion and without any further consent from the Bank, and without affecting its rights against the Bank, may compound with, give time or other indulgence to or make any other arrangement with Contractor and nothing done or omitted to be done by Owner in pursuance of any authority or permission contained in this guarantee, shall affect of discharge the liability of the Bank.

5. UNLESS PREVIOUSLY CANCELLED BY THE OWNER, this Security Deposit-cum-

Performance Bank Guarantee will remain in force initially upto __________________months from the effective date of Bank Guarantee No.______________________dated____________________ given by the Bank to the Owner and the subject to provisions of paragraph 3 above will stand automatically cancelled on the expiry of the said period. Unless demand or claim under this Bank Guarantee is made on Bank in writing within six months from the date of expiry of this Bank Guarantee, all the rights of Owner against the Bank shall be forfeited and Bank shall be relieved and discharged from all the liabilities hereunder.

6. Any notice by way of request, demand or otherwise hereunder may be sent by post

to the Bank, addressed as aforesaid, and if sent by post, it shall be deemed to have been given at the time when it would be delivered in due course of post, and in proving such notice, when given by post, it shall be sufficient to prove that the envelope containing the notice was posted and certificate, signed by an officer of the owners, to the effect that the envelope was so posted, shall be conclusive.

7. The Security Deposit-cum-Performance Bank Guarantee is to be returned to the

Bank after its expiry in terms of Paragraph 5 above. 8. The Bank declares that it has the power to issue this guarantee and the undersigned

have full power to do so. Dated_____________________this ____________day of ______Indicate the name

of the Bank with stamp)


PROFORMA OF BANK GUARANTEE FOR

ADVANCE PAYMENT/ PROGRESS PAYMENT

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PERFORMANCE FOR BANK GUARANTEE AGAINST ADVANCE PAYMENT

(On Stamp Paper issued in the name of Bank) Guarantee No…………………… Dated………………….. 1. In consideration of the NATIONAL FERTILIZERS LIMITED, a Company registered in India

under Companies Act, 1956 and having its registered office at Core – III, Scope Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003, India (hereinafter called “NFL”) having agreed to advance a sum of Rs…………………(Rupess…………………………………………………………….only ) to M/s……………………………………(hereinafter called “SUPPLIER”) as………% advance against supplies /Work against Purchase Order No………………..dated……………for Rs…………….. (Rupees………………..only) at a simple interest of SBI PLR +1% Prevalent on the date of priced Bid opening per annum. We……………….(Bank), having its registered office at……………………(hereafter referred to as the “BANK”) do hereby undertake to pay immediately on demand by NFL an amount not exceeding Rs…………………… (Rupees………………..only) ( i.e. Rs……………………………………as Principal Amount and Rs………………….as interest for……………..months).

2. Bank do hereby undertake to pay the amounts due and payable under this guarantee without

any demur immediately on a demand by NFL. Any such demand made on the Bank shall be conclusive as regards the amount due and payable and the Bank will make the payment immediately without referring to Supplier. We undertake to pay to the Owner any money so demanded notwithstanding any dispute or disputes raised by the Contractor in any suit or proceeding pending before any Court or Tribunal relating there to our liability under this present being absolute and unequivocal..

3. The Bank further agrees that the guarantee herein contained shall remain or shall be

released to the Contractor when the Contractual obligations are completed , or on full recovery of the said advance and interest , with prior certification by NFL.

4. We……………….(Bank) further agree with the NFL that NFL shall have the fullest liberty

without the Bank’s consent and without affecting in any manner or obligations hereunder to vary any of the terms and conditions of the Purchase Order or to extend time of performance by the Supplier from time to time or to postpone for any time or from time to time any of the powers exercisable by NFL against the Supplier and to forbear or enforce any of the terms and conditions relating to the Purchase Order No………………..dated………………..and the Bank shall not be relieved from its liability by reasons of any such variation or extension being granted to the Supplier or for any forbearance, act or omission on the part of NFL or any indulgence by the NFL to the Supplier or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving Bank.

5. We……………(Bank) further agree that it shall not revoke this guarantee during its currency

of Guarantee except with the previous consent of NFL in writing.


PROFORMA OF BANK GUARANTEE FOR

ADVANCE PAYMENT/ PROGRESS PAYMENT

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Page 2 of 2 6. This guarantee will not be discharged due to the change in constitution of the Bank of the

Contractor(s) / Supplier (s). Also the guarantee will not be discharged due to change in the constitution or Management of NFL.

7. We…………..(Bank) agree to extend the validity of the guarantee for the period(s) as asked

for by M/s………………. 8. Notwithstanding anything contained herein before, our total liability under this guarantee is

restricted to Rs……….. (Rupees……………..only) and shall remain in force until……………unless a demand or claim to enforce a claim under this guarantee is made against us in writing on or before the date i.e. ………………..all rights of NFL, under this guarantee shall be forfeited and the Bank shall be released and discharged from all liabilities hereunder.

Dated…… Bank…………………

(Corporate Seal of Bank)


PROJECT AT NFL, PANIPAT DRAFT OF CONTRACT AGREEMENT

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Whereas the Owner desires THIS Contract is made this_______________________day of 2015 between National Fertilizers Limited (NFL) having its registered office at Scope complex, Core-III, 7 Institutional area, Lodhi Road, New Delhi-110003/ unit (address)__________________________ (hereinafter called the OWNER ) which expression shall be deemed to include its successors and permitted assigns of the one part and ______________________ whose registered office is situated at ________________ (hereinafter referred to as the CONTRACTOR) which expression shall be deemed to include its successors and permitted assign of the other part. To have executed certain works more specifically mentioned and described in the contract documents (hereinafter called the "work" which expression shall include all amendments therein and/or modifications thereof) and has accepted the tender of the contractor for the said work. NOW, THEREFORE, THIS CONTRACT WITNESS as follows: 1. ARTICLE 1 - CONTRACT DOCUMENTS: The following documents shall constitute the contract documents in order of priority for the interpretation of the contract and relevant Anexures: 1) This Contract, 2) Work order no. 3) Letter of Intent 4) ITB documents as defined in the ITB No. 5) Any other documents attached herewith. 2. ARTICLE - 2 - WORKS TO BE PERFORMED 2.1. The contractor shall perform the said work upon the terms & conditions and within the time specified in the contract documents. 3. ARTICLE - 3 - CONSIDERATION 3.1 Subject to and upon the terms & conditions contained in the contract documents, the OWNER shall pay contractor CONSIDERATION as specified in the contract documents upon the satisfactory performance of the said work and/or otherwise as may be specified in the contract documents. 4. ARTICLE - 4 - JURISDICTION 4.1 Notwithstanding any other Court or Courts having jurisdiction to decide the question(s) forming the subject matter of the reference if the same had been the subject matter of a suit ,any and all actions and proceedings arising out of or relative to the contract (including any arbitration in terms thereof) shall lie only in the Court of competent civil jurisdiction in this behalf at New Delhi / Guna and only the said court(s) shall have jurisdiction to entertain and try any such action(s) and/or proceeding(s) to the exclusion of all other courts. 5. ARTICLE - 5 - ENTIRE CONTRACT


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5.1 The contract documents mentioned in Article 1 hereof embody the entire contract between the parties hereto, and the parties declare that in entering this contract they do not rely upon any previous representation, whether express or implied and whether written or oral, or any inducement, understanding or agreement of any kind not included within the contract document and all prior negotiations, representative, contracts, and/or agreement and understandings are hereby cancelled. 6. ARTICLE - 6 - NOTICE 6.1 Subject to any provisions in the contract documents to the contrary, any notice, order or communication sought to be served by the Contractor on the owner with reference to the contract shall be deemed to have been sufficiently served upon the Owner (notwithstanding any enabling provisions under any law to the contrary) only if delivered by hand or by registered acknowledgement due post to the owner as defined in the General Conditions of Contract. 6.2 Without prejudice to any other mode of service provided for in the Contract documents or otherwise available to the Owner, any notice, order or other communication sought to be served by the owner on the contractor with reference to the contract, shall be deemed to have been sufficiently served if delivered by hand or through registered post acknowledgement due to the principal office of the contractor at........ 7. ARTICLE - 7 - WAIVER 7.1 No failure or delay by the owner in enforcing any right or remedy of the owner in terms of the contract or any obligation or liability of the contractor in terms thereof shall be deemed to be a waiver of such right, remedy, obligation or liability, as the case may be, by the owner and notwithstanding such failure or delay, the Owner shall be entitled at any time to enforce such right, remedy, obligation or liability, as the case may be. 8. ARTICLE - 8 - NON ASSIGNABILITY 8.1 The contract and benefits and obligations thereof shall be strictly personal to the contractor and shall not on any account be assignable or transferable by the contractor, except with specific prior permission of NFL. IN WITNESS WHERE of the parties hereto have duly executed this contract in duplicate the place, day and year first above written/IN WITNESS WHEREOF the Owner has executed this contract in duplicate at the place, day and year first above written while the contractor has executed these presents the day and year hereunder written against the Contractor(s) execution.

SIGNED and DELIVERED SIGNED AND DELIVERED for and on behalf of for and on behalf of contractor (With Rubber stamp) (With Rubber stamp) WITNESS: WITNESS 1.___________________ 1.___________________ 2.___________________ 2.___________________


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FORM NO: 02-0000-0021 F3REV3 All rights reserved

(TO BE SUBMITTED ON BIDDER'S LETTER HEAD)

SUBJECT : BASIC DESIGN AND DETAILED ENGINEERING, PROCUREMENT, SUPPLY, FABRICATION, INSPECTION BY THIRD PARTY INSPECTION AGENCY (TPI) AS APPLICABLE, EXPEDITING INSURANCE, TRANSPORTATION, STORAGE, ERECTION, ASSEMBLY AND INSTALLATION, OBTAINING ALL NECESSARY STATUTORY APPROVALS, TESTING, MECHANICAL COMPLETION, PRE- COMMISSIONING, COMMISSIONING, PERFORMANCE GUARANTEE TEST RUN AND HANDING OVER OF SULPHUR BENTONITE UNIT AT NFL PANIPAT, (HARYANA, INDIA) ON A LUMP-SUM TURNKEY BASIS ON SINGLE POINT RESPONSIBILITY BASIS.

OPTION :

Attn.:-

Dear Sirs,

We have examined the ITB Ref. No. ....../PC90/E-001/ICB dated ................... the scope of work, terms and conditions of CONTRACT and technical specifications. We are prepared to undertake all the WORK of the "CONTRACTOR" as defined in the NIT for a total fixed and firm price of Foreign Currency (FC) & Indian Currency (INR) as per the break-up given below:

PREAMBLE TO SCHEDULE OF PRICES

1. The entire Package consisting of the totality of Supplies and Services/ Work(s) shall be covered in the Lumpsum Price. 2. Spares for start-up/ commissioning, two years operation spares are in CONTRACTOR’s scope of supplies and are to be included in the quoted lumpsum

price

3. The break-up of LSTK Price pertains to of major items without identifying individual tag nos. It will be the responsibility of the contractor to quote all materials/ equipments required for completion of work as per the contract, irrespective of whether all items are identified above or not

4. Clearance at Port, Airport, Demurrage / Warfage, if any, transportation to the site and loading / unloading will be in the CONTRACTOR’s scope. 5. All taxes, duties, licence fees and other such levies as may be applied to the CONTRACT both in CONTRACTOR’s country and in India, including

Custom Duty, Excise duty, Service Tax, VAT, Works Contract Tax Sales Tax on bought out items, octroi, corporate income tax in respect of the performance of the CONTRACT as well as income tax on the personnel deputed by the CONTRACTOR to India in connection with the CONTRACT, are in the account of the CONTRACTOR are to be indicated in the quoted lump sum price

6. The CONTRACTOR shall be liable and pay all taxes, duties, levies, lawfully assessed against the OWNER or the CONTRACTOR in pursuance of the

CONTRACT. The CONTRACTOR shall be solely responsible for all taxes that may be levied on the CONTRACTOR's turnover & profit or on the earnings of


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any of his employees or personnel engaged by him and shall hold the OWNER indemnified and harmless against any claims that may be made against the OWNER in this behalf. The OWNER does not undertake any responsibility whatsoever regarding any taxes levied on CONTRACTOR and/or his personnel by Centre/State/Local Authorities. The Taxes shall be deducted where the said provisions shall be applicable and/or obligatory on the part of the OWNER.

7. All taxes and duties will be reimbursed at actual on submission of documentary evidence / Tax Paid Invoice limited to ceiling mentioned in LSTK Break up of

Prices and in cognizance with Break up of Taxes and duties. However, during the execution of Contract, if NFL is required to pay any quoted Tax/Duty directly to the tax authorities, the same shall be paid by NFL. In such case the amount so paid or quoted amount whichever is higher shall be deducted from the LSTK Price. In case of revision in indicated rates, the same limit will be suitably revised. However any increase in taxes or introduction of new taxes beyond the contract period (where delay is attributable to the Contractor) shall be to the account of the Contractor.

8. The bidder shall have to provide, by way of a separate sheet, detailed working of taxes included in his quote for each of the supplies/services. Submission by the Bidder of detailed calculation of taxes (in terms of %, assessable value and amount of respective taxes, cess, duties etc. included in his bid) is mandatory as in the event of any change in the scope, may be mutually or otherwise of the contract, the incidence of differential taxes can be arrived at without any difficulty in a transparent and logical manner within the framework of law. In case of change in the taxes and duties it should be ensured that OWNER should not be put to loss financially.

9. Such calculations shall also set at rest the possibility of any dispute as to the quantum of differential taxes consequent upon the change in the act or rules,

since the incidences of taxes in %, assessable value and absolute value with all the working is available to assess the differential amount. If no details are provided or details provided are insufficient the reasonable estimate made by the Owner with regard to the differential amount will be final and binding on the Contractor.

10. For CONTRACTORS who have to bring equipment and material from outside Panipat, Haryana will have to obtain necessary registrations and take

appropriate steps as required under Haryana State Laws.

11 (a) If it is not feasible for the Bidder to enter the items or relative values in the relevant Proforma for Price Bid due to limitation of space, the Bidder may retype the Forms wherever required and fill up the rates either by hand or by typing the values and/or items as required. The Bidder further declares that in the event of any discrepancy in the wording between the Proforma for Price Bid enclosed with the Tender and with any subsequent addendum and the wording in the forms prepared by the Bidder, the wording given in the Proforma for Price Bid enclosed with the Tender or with any subsequent addendum as the case may be, shall prevail and the values submitted by the Bidder shall be taken cognizance of and read accordingly. (b) All the original Price Schedule Forms shall be enclosed duly signed and stamped by the Bidder along with the priced sheets prepared by the Bidder pursuant to (a) above.

12. The Bidder shall further ensure that all the originals written by hand or with signature affixed thereto shall be in Blue ink.


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13. The payment break-up within the parameters indicated shall be submitted and finalised in the schedule of Activities in accordance with the payment terms set out in the ITB. Bidder must submit Monthly Payment and Progress schedule in a tabular form.

14. THE UNPRICED COMMERCIAL BID SHALL CONTAIN PHOTOCOPY OF THE PRICED BID WITH THE PRICES BLANKED OUT, DULY SIGNED AND STAMPED

AND STRICTLY AS PER THE FORMAT. 15. IT IS MANDATORY FOR THE BIDDER TO INDICATE “QUOTED/NOT APPLICABLE/NIL” IN THE UNPRICED SCHEDULE. BIDDER TO INDICATE THE

PERCENTAGE OF TAXES AND DUTIES CONSIDERED IN THE UN-PRICED BID. IF THE BIDDER FAILS TO QUOTE FOR ANY ITEM IN THE PRICE BID, IT WILL BE IMPLIED THAT SUCH ITEM IS EITHER INCLUDED ELSEWHERE IN THE QUOTED PRICES OR NOT APPLICABLE/NIL AS PER OWNER’S DECISION DEPENDING UPON THE ITEM.

16. THE SCHEDULE OF PRICES SHALL ALSO INDICATE PRICES IN FIGURES AS WELL AS IN WORDS. IN CASE OF DIFFERENCE, THE AMOUNT MENTIONED IN WORDS SHALL BE CONSIDERED. THE PRICES SHOULD BE STRICTLY QUOTED AS SPECIFIED IN ANNEXURE-1.2 OTHERWISE THE BID MAY BE REJECTED. WHEREVER UNIT RATE AND TOTAL RATE IS INDICATED, IN CASE OF ANY DIFFERENCE IN TOTAL, THE UNIT RATE WILL GOVERN.

It is understood that as a condition of this proposal, no agreement, oral or otherwise will exist until a written agreement has been signed by an authorised representative of OWNER and approved by the concerned Government Authorities and Financial Institution(s). Any expenses incurred by the bidder prior to execution of such agreement will be borne exclusively by the bidder without obligation of any kind on the part of OWNER, regardless of the circumstances under which such expenses were incurred.

It is the bidder's intention, if awarded the CONTRACT, to comply fully and in all respect with CONTRACT documents. For and on behalf of : ………………………………

Stamp & Signature : ………………………………

Name : ………………………………

Designation : ………………………………

Date : ………………………………


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SUBJECT : BASIC DESIGN AND DETAILED ENGINEERING, PROCUREMENT, SUPPLY, FABRICATION, INSPECTION BY THIRD PARTY INSPECTION AGENCY (TPI) AS APPLICABLE, INSURANCE, TRANSPORTATION, STORAGE, ERECTION, ASSEMBLY AND INSTALLATION, OBTAINING ALL NECESSARY STATUTORY APPROVALS, TESTING, MECHANICAL COMPLETION, PRE- COMMISSIONING, COMMISSIONING, PERFORMANCE GUARANTEE TEST RUN AND HANDING OVER OF SULPHUR BENTONITE UNIT AT NFL PANIPAT, (HARYANA, INDIA) ON A LUMP-SUM TURNKEY BASIS ON SINGLE POINT RESPONSIBILITY BASIS.

Attn.:-

Dear Sirs, We have examined the ITB Ref. No ......./PC90/E-001/ICB dated ........... the scope of work, terms and conditions of CONTRACT and technical specifications. We are prepared to undertake all the WORK of the "CONTRACTOR" as defined in the NIT for a total fixed and firm price of Foreign Currency (FC) & Indian Currency (INR) as per the break-up given below:

LSTK PACKAGE FOR BENTONITE SULPHUR UNIT SUMMARY OF LUMPSUM PRICES

SL. NO. DESCRIPTION FOREIGN CURRENCY (F.C.) (specify) INDIAN RUPEES (INR)

IN FIGS. IN WORDS IN FIGS. IN WORDS 1.0 PRICE OF MATERIALS AS PER PART-I

2.0 PRICE OF SERVICES INCLUDING AMC CHARGES AS PER PART-II ,

3.0 TOTAL ; LUMP SUM PRICE, SUPPLY (1.0) + SERVICES (2.0)

Note:

1. Summary of Lumpsum Prices shall be derived from the sum of prices quoted in PART-I, IA (Supply) and PART-II, IIA (Services) respectively.

2. The sum of PART-I (Supply) and PART-II (Services) shall tally with the Summary of Lumpsum Prices indicated in above Table. In case, same doesn’t tally, Prices Quoted in Summary of Lumpsum Prices shall prevail.


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For and on behalf of : ………………………………


Name : ………………………………


Date : ………………………………



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SUBJECT : BASIC DESIGN AND DETAILED ENGINEERING, PROCUREMENT, SUPPLY, FABRICATION, INSPECTION BY THIRD PARTY INSPECTION

AGENCY (TPI) AS APPLICABLE, INSURANCE, TRANSPORTATION, STORAGE, ERECTION, ASSEMBLY AND INSTALLATION, OBTAINING ALL NECESSARY STATUTORY APPROVALS, TESTING, MECHANICAL COMPLETION, PRE- COMMISSIONING, COMMISSIONING, PERFORMANCE GUARANTEE TEST RUN AND HANDING OVER OF SULPHUR BENTONITE UNIT AT NFL PANIPAT, (HARYANA, INDIA) ON A LUMP-SUM TURNKEY BASIS ON SINGLE POINT RESPONSIBILITY BASIS

Attn.:-

Dear Sirs,

We have examined the ITB Ref. No. ......../PC90/E-001/ICB dated .............. the scope of work, terms and conditions of CONTRACT and technical specifications. We are prepared to undertake all the WORK of the "CONTRACTOR" as defined in the NIT for a total fixed and firm price of Foreign Currency (FC) & Indian Currency (INR) as per the break-up given below:

LSTK PACKAGE FOR BENTONITE SULPHUR UNIT

PART I –SUPPLY OF MATERIALS

Price of all imported/indigenous materials required for Installation of Bentonite Sulphur Unit complete in all respects including Commissioning Spares and Two years Operational Spares made up as follows with applicable taxes and duties. Sl. No. DETAILS OF SUPPLIES

FOREIGN CURRENCY (FC) (specify) INDIAN CURRENCY (INR)

IN FIGS IN WORDS IN FIGS IN WORDS

IMPORTED/INDIGENOUS MATERIALS

1.0 Major Equipments

• Pumps

• Vessels

• Pastillator unit with accessories

• Slurry Grinding and Milling unit

• Vibration Screen

• Conveyor


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LSTK PACKAGE FOR BENTONITE SULPHUR UNIT

PART I –SUPPLY OF MATERIALS

Price of all imported/indigenous materials required for Installation of Bentonite Sulphur Unit complete in all respects including Commissioning Spares and Two years Operational Spares made up as follows with applicable taxes and duties. Sl. No. DETAILS OF SUPPLIES

FOREIGN CURRENCY (FC) (specify) INDIAN CURRENCY (INR)

IN FIGS IN WORDS IN FIGS IN WORDS • Bagging & packing unit

Other miscellaneous items -

• Filter

• Bentonite transfer and dosing system with discharge aid

• Exhaust air system

2.0 Equipments

3.0 Piping

4.0 Electrical

5.0 Instrumentation

6.0 Spares

6.1 Commissioning spares Should be included in main equipment / materials price as per ITB

6.2 Two years operational spares

7.0 Bidder to identify and specify any other item if not covered above but required for the completion of work

8.0 TOTAL OF SUPPLIES (1.0 TO 7.0)

Note:

1) Above break-up pertains to major items without identifying individual tag nos. It will be the responsibility of the contractor to quote the price of all materials/equipments


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required for completion of work as per the contract, irrespective of whether all items are identified above or not.

For and on behalf of : ………………………………


Name : ………………………………


Date : ………………………………

SL.NO. DETAIL BREAKUP OF ALL TAXES & DUTIES ARE TO BE GIVEN

IN PERCENTAGE CONSIDERED IN LSTK PRICE % AGE

CONSIDERED 1. Basic Custom Duty

2. CVD

3. Education Cess 4. Higher Education Cess 5. SAD (If Applicable) 6. Excise Duty with Cess


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SL.NO. DETAIL BREAKUP OF ALL TAXES & DUTIES ARE TO BE GIVEN IN PERCENTAGE CONSIDERED IN LSTK PRICE

% AGE CONSIDERED

1. Basic Custom Duty

2. CVD

7. Central Sales Tax (against form C)/VAT 8. Work Contract Tax 9. Turnover Tax if applicable 10. Service Tax with Cess 11. Octroi/Entry Tax 12. Haryana Construction Worker’s Welfare Fund Cess 13 Cess on R & D 14 Withholding Tax 15 Others- Please Specify, if any

NOTE: 1 IN CASE THE PERCENTAGE OF ANY TAXES & DUTIES APPLICABLE IS DIFFERENT FOR VARIOUS ITEM, THE APPLICABLE

PERCENTAGE ON SUCH ITEM ALONG WITH RELEVANT BREAK-UP AS PER ABOVE TABLE. For and on behalf of : ……………………………… Stamp & Signature : ……………………………… Name : ……………………………… Designation : ……………………………… Date : ………………………………

LSTK PACKAGE FOR SULPHUR BENTONITE UNIT PART II–SUPPLY OF SERVICES

SL.NO

DETAILS OF SERVICES FOREIGN CURRENCY (FC) (specify) INDIAN CURRENCY (INR)

IN FIGS IN WORDS IN FIGS IN WORDS 1.0 ENGINEERING SERVICES INCLUDING LICENCE(S), BASIC ENGINEERING,

DETAILED ENGINEERING


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LSTK PACKAGE FOR SULPHUR BENTONITE UNIT PART II–SUPPLY OF SERVICES

SL.NO

DETAILS OF SERVICES FOREIGN CURRENCY (FC) (specify) INDIAN CURRENCY (INR)

IN FIGS IN WORDS IN FIGS IN WORDS 2.0 INSTALLATION AND COMMISSIONING SERVICES ETC.

Providing services for Pre-Fabrication, Fabrication, Erection, Construction, Installation, Testing, Pre-Commissioning, Mechanical Completion, Commissioning and conducting Performance Guarantee Test Run (PGTR) required for completing and establishing the plant as a fully functional and operative Unit, including (but not limited to) providing all labors and manpower, resources, transportation, store management, construction equipment, tools, tackles and aids, safety devices, testing devices, facilities, utilities, communication systems, material and other reconciliations, handing over of final drawings / documents / manuals, obtaining and satisfying all statutory licenses, clearances, consents, no objections, approvals and certificates and complying with all statutory formalities etc. And all other services whatsoever required for completing the works in all respects in accordance with the contract documents of the plant as per bidding documents and Direction of Engineer-in-charge/ Owner’s representative/ Owner.

2.1 Civil Works 2.2 Erection Charges including Unloading, handling, storage and Assembly

2.3 Transportation upto site

2.4 Comprehensive all – risk insurance charges for marine, storage and erection till handing over of the Plant to Owner

2.5 Pre-Commissioning & Commissioning including Guarantee Test and Handing Over the Plants To Owner

2.6 Bidder to identify and specify any other item if not covered above but required for the completion of work

3.0 TOTAL OF SERVICES (Item-1.0 to 2.6)

SL.NO

DETAILS OF SERVICES Price for one year (Rs.)

Total Price for three years (Rs.)

4.0 ANNUAL OPERATION AND MAINTENANCE CHARGES


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Comprehensive Annual maintenance of Pastillator (Rotoform + Steel belt cooler) and Slurry grinding & milling unit for a period of 3 years post warranty Including consumable & spares as defined in NIT.

5.0 TOTAL OF PART-II ( PRICE OF SERVICES INCLUDING AMC CHARGES )

Note: 1) Above break-up pertains to major sevices. It will be the responsibility of the contractor to quote the price of all services required for completion of work as per

the contract, irrespective of whether all services are identified above or not.

For and on behalf of: ………………………………


Name : ………………………………

Designation : ……………………………… Date : ………………………………


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LSTK PACKAGE FOR SULPHUR BENTONITE UNIT

PART-III: GUARANTEED WORKS COST Sl.No Item Total Consumption /MT of

Sulphur Bentonite Unit Price in INR

Total Cost / Credit for each Item (in INR)

1. Molten Sulphur (MT) Rs. 9520.00 per MT

2. Bentonite (MT) Rs. 6072.00 per MT

2. Steam (MT) Rs. 1500.00 per MT

3. Power(KWH) Rs. 6000.00 per kWh

Guaranteed Works Cost Note:

The above costs are indicative and may change at a later date. Revision if any will be intimated to LSTK Contractor before 15 days of price bid opening and the same shall be used for evaluation of the bids. For and on behalf of : ………………………………


Name : ………………………………


Date : ………………………………



SUMMARY OF TERMS AND CONDITIONS

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NFL VIJAIPUR PGR-JUNE 2013

SUMMARY OF TERMS & CONDITION QUOTED (BIDDER MUST CONFIRM/COMMENT POINT BY POINT)

NIT NO: .......................... FOR

SULPHUR BENTONITE UNIT AT NFL, PANIPAT

BIDDER’SNAME : ________________________________________________ BID NO. : ________________________________________________ WE CONFIRM/CLARIFY AS FOLLOWS : SL.NO DESCRIPTION BIDDER'S CONFIRMATION/

ACCEPTANCE

1.0 PRICE QUOTED AS PER THE PRICE SCHEDULE CONFIRMED

2.0 QUOTED FIRM PRICES TILL HANDING OVER OF THE DULY COMMISIONED PLANT

CONFIRMED

3.0 PRICES HAVE BEEN QUOTED SEPARETELY CONSDERING CUSTOM DUTY UNDER THREE OPTIONS AS PER ARTICLE 35 OF INSTRUCTION TO BIDDERS

QUOTED / NOT QUOTED

4.0 TAXES & DUTIES ALL TAXES, DUTIES AND LEVIES, LAWFULLY ASSESSED AGAINST THE OWNER AND THE CONTRACTOR IN PURSUANCE OF THIS CONTRACT, WILL BE TO CONTRACTOR’S ACCOUNT. IF REQUIRED, THE CONTRACTOR SHALL HAVE HIMSELF TO GET REGISTERED WITH LOCAL SALES TAX AND SERVICE TAX AUTHORITIES AT SITE AS PER STATUTORY REQUIREMENT

CONFIRMED

5.0 COMPREHENSIVE INSURANCE CHARGES FOR COMPREHENSIVE ALL RISK INSURANCE TILL HANDING OVER OF PLANT TO OWNER

QUOTED / NOT QUOTED

5.1 THE INSURANCE COVERS SHALL BE IN THE JOINT NAMES OF THE OWNER AND THE CONTRACTOR TO COVER ALL RISKS TILL HANDING OVER OF UNIT (PLANT).

: CONFIRMED

6.0 TERMS OF PAYMENT AS PER ITB.

: CONFIRMED

7.0 BID SECURITY (EMD): AS PER FORMAT IN ITB (IT IS MANDATORY REQUIREMENT. THE OFFER WITHOUT EMD WILL BE REJECTED)

:FURNISHED/ NOT FURNISHED




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8.0 A) SECURITY DEPOSIT CUM CONTRACT PERFORMANCE BANK GUARRANTEE AS PER ITB REQUIREMENT AND AS PER PROFORMA F-10

: CONFIRMED

B) FOR ADVANCE BANK GUARRANTEE AS PER ITB REQUIREMENT AS PER AS PER PROFORMA F-11

: CONFIRMED

9.0 GUARANTEE/WARRANTIES AS PER ARTICLE 18 OF A02 OF ITB

: CONFIRMED

11.0 OBTAINING ALL STATUTORY APPROVALS REQUIRED FROM GOVT. / OTHER AGENCIES IN CONTRACTORS SCOPE AS PER ITB

CONFIRMED

11.1 CUSTOM CLEARANCE, CLEARANCE FROM THE PORT IN INDIA AND TRANSPORTATION UPTO SITE (INDIGENOUS AND IMPORTED) IN CONTRACTOR’S SCOPE

CONFIRMED

12.0 SPARES WITH ITEMISED PRICE LIST FOR 2 YEARS OPERATION

: QUOTED/ NOT QUOTED

13.0 CHARGES TOWARDS INSPECTION & TESTING INCLUDING IBR AS PER ITB REQUIREMENT INCLUDED IN THE TOTAL LSTK PRICE

: CONFIRMED

14.0 COMPLETION PERIOD

A)MECHANICAL COMPLETION

_____ MONTHS

B) COMMISIONING AND HANDING OVER

_____ MONTHS

C) EFFECTIVE DATE SHALL BE THE DATE OF ISSUANCE LOI

CONFIRMED

D) BAR-CHART FOR ARRANGEMENT OF LICENSE, BASIC DESIGN, DETAIL ENGG. MANUFACTURE, DELIVERY, ERECTION & COMMISSIONING, COVERING ALL MAJOR ACTIVITIES.

: ENCLOSED

15.0 A) PRICE REDUCTION FOR DELAY IN COMPLETION AS PER ITB

: CONFIRMED

B) PRICE REDUCTION FOR DELAY IN SUBMISSION OF FINAL DOCUMENTS AS PER ITB

: CONFIRMED

C) PRICE REDUCTION FOR FAILING TO MEET WORKS COST GUARANTEE AS PER ITB

: CONFIRMED

15.1 FORCE MAJEURE CONDITIONS AS PER ITB

: CONFIRMED




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16.0 VALIDITY 120 DAYS FROM TECHNICAL BID OPENING

: CONFIRMED

17.0 TECHNICAL CONFORMITY WITH TECHNICAL SPECN. (STRIKE OUT WHICHEVER IS NOT APPLICABLE)

THE OFFER IS AS PER ITB. NO DEVIATION OR DEVIATIONS AS PER ENCLOSED SHEET

18..0 (A) ALL OTHER TERMS & CONDITIONS AS PER ITB.

1) ACCEPTED WITHOUT ANY DEVIATION

2) ACCEPTED WITH

UNAVOIDABLE DEVIATIONS AS ENCLOSED

(B) PRINTED CONDITIONS OF SELLER IN THE

OFFER IF INCORPORATED ARE HEREBY WITHDRAWN

CONFIRMED.

19.0 REFERENCE LIST OF USERS OF SIMILAR PLANT ENCLOSED.

20.0 NAME(CONTACT PERSON ) DESIGNATION: TELEPHONE NO: FAX NO: E MAIL (2 E-Mail IDs to be furnished)

IT IS CONFIRMED THAT IN CASE ANY OF THE TERMS AND CONDITIONS MENTIONED IN THIS SUMMARY ARE AT VARIANCE WITH THOSE INDICATED ANYWHERE ELSE IN OUR OFFER; THE CONDITION INDICATED IN THIS SUMMARY SHALL PREVAIL.

BIDDER’S SIGNATURE WITH COMPANY’S SEAL DATE:


PROJECT AT NFL, PANIPAT EXCEPTION/DEVIATION

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All rights reserved

SUBJECT: EXCEPTION/DEVIATION

Bidder shall either stipulate in this form 1. We make no exception/deviation to this bid or 2. This bid is subject to the following exception/deviations and fill in the below

Sl. No

Section No. of bid doc.

Page No.

Clause No.

Article , Paragraph

No.

Requirement Exception/ Deviation

1

2

3

NOTE : 1. If unavoidable, Bidder may stipulate deviations to the requirements of the Bidding Document only in this format.

2. Bidder shall furnish Technical and Commercial deviations, if any, separately. Also, Technical deviations shall be furnished separately for each discipline i.e. Process, General Civil, Structural, Architectural, Piping, Mechanical Equipment, Pressure Vessels, Rotating Equipment, Electrical, Instrumentation, Construction etc.

3. Any deviations stated elsewhere in the bid shall not be taken into account and may render the bid non-responsive and liable to be rejected.

4. A soft copy of this F-71, in editable form, shall also be submitted by the Bidder.

For and on behalf of ……………...........…………………

Stamp & Signature : ………………………………………

Name : ………………………………………

Designation : ………………………………………

Date : ………………………………………