nuclear power corporation of india limitednuclear power corporation of india limited general...

28/12/2016

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

NUCLEAR POWER CORPORATION OF INDIA LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)

DIRECTORATE OF CONTRACTS AND MATERIALS MANAGEMENT

GENERAL CONDITIONS OF CONTRACT

FOR SUPPLY OF INDIGENOUS STORES

APPLICABLE TO THE CONTRACTS PLACED BY


GCC/SUPPLY-1/R-4

GENERAL CONDITIONS OF CONTRACT

FOR SUPPLY OF INDIGENOUS STORES

PLACED BY


(A GOVERNMENT OF INDIA ENTERPRISE)

Preamble

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

transportation & delivery, as the case may be, of the Stores, plants, materials, components, equipment,

machineries, instruments, appliances and accessories, in accordance with the technical specifications

and drawings of the Contract documents.

1.2 The General Conditions of Contract (GCC/Supply-1/R-4) shall form a part of the Contract.

1.3 In case of any variance between the terms and conditions of the General Conditions of Contract

(GCC/Supply-1/R-4) and the conditions as may be stipulated in the Contract, the latter shall prevail to

the extent applicable.

1.4 All the rights, discretion and powers of the Purchaser under the Contract shall be exercised by the

Purchaser through written communications, which shall be given by the Executive Director, Directorate

of Contracts and Materials Management or other officers authorised by him for and on behalf of the

Purchaser.

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

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

I N D E X

CONTENTS Page No.

1. General Provisions 5

1.1 Definitions

1.2 Interpretations

1.3 Communications

1.4 Language

1.5 Governing Law

1.6 Jurisdiction

1.7 Priority of Documents

1.8 Contractor‟s Documents

1.9 Purchaser‟s Documents

1.10 Confidentiality

1.11 Consortium / Joint Venture / Partnership

1.12 Country of Origin

1.13 Independent Contracts

2 The Purchaser 11

2.1 Accuracy of Information

2.2 Permit, Licences or Approvals

2.3 Free Issue Material

2.4 Purchaser‟s Representatives

3 The Contractor

3.1 General Obligations 11

3.2 Permit, Licences or Approvals

3.3 Compliance with law

3.4 Securities

3.5 Contractor‟s Representative

3.6 Sub-contracting

3.7 Subletting or Assignment of Contract

3.8 Quality Assurance

16

4 Subject Matter of Contract

4.1 Scope of facilities

4.2 Delivery Schedule

5 Contract Price and Payment 17

5.1 Contract Price

5.2 Price Basis

5.3 Currency of Payment

5.4 Price Adjustment

5.5 Price Adjustment Formula

5.6 Terms of Payment

5.7 Application for Payment

5.8 Mode of Payment

5.9 Interest on delayed payment

5.10 Recovery of Advance Payments in case of breach of contract

5.11 Recovery of Sums Due

5.12 Taxes and Duties


GCC/SUPPLY-1/R-4 (28.12.2016) 3 of 54

6 Guarantee, Liability and Risk Distribution 25

6.1 Completion Time Guarantee

6.2 Delay in Supply

6.3 Functional Guarantee

6.4 Defect Liability

6.5 Transfer of Ownership

6.6 Intellectual Property Rights (IPR) Indemnification

6.7 Indemnity Against Loss / Damage

6.8 Indemnity for Taxes and Duties

6.9 Limitation of Liability

6.10 Insurance

6.11 Force Majeure

6.12 Liability of the Government of India

7 Work Program 35

7.1 Contractor‟s Organisation

7.2 Program of Performance

7.3 Work Procedures

7.4 Progress of Performance

7.5 Progress Report

7.6 Hindrances

8 Design and Engineering 36

8.1 General Design Obligation

8.2 Codes and Standards

8.3 Review / Approval of Contractor‟s Documents

9 Procurement and Supply 38

9.1 General Provisions

9.2 Free Issue Materials (FIM)

9.3 Packing and Marking

9.4 Transportation

9.5 Custom Clearance

9.6 Training

9.7 Manuals

10 Quality Assurance, Inspection, Acceptance and Rejections 43

10.1 Quality Assurance Program

10.2 Inspection, Testing and Rejection

10.3 Supervision of Erection & Commissioning

11 Changes in the Scope of Work 46

11.1 Right to vary

11.2 Changes Originating from Purchaser

11.3 Changes Originating from Contractor

12 Time Extension 47

12.1 Extension of Time for Completion


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

13 Foreclosure and Termination 48

13.1 Foreclosure of Contract

13.2 Cancellation / Termination of Contract in Full or Part

13.3 Termination on Death

14 Settlement of Disputes 52

14.1 Settlement by Mutual Consultation

14.2 Arbitration

14.3 General

15 Abbreviations Used 54

List of Annexures

Annexure-A : Format for “Advance Bank Guarantee”

Annexure-B : Format for “Security Deposit”

Annexure-C : Format for “Performance Bond”

Annexure-D : Format for “Application for Payment”

Annexure-E : Format for “Indemnity Bond against Free Issue Material

Annexure-F : Format for “Certificate towards Excise Duty”

Annexure-G : Format for “Certificate towards Sales Tax”

Annexure-H : Format for “Certificate towards Service Tax”


GCC/SUPPLY-1/R-4 (28.12.2016) 5 of 54

1 GENERAL PROVISIONS

1.1 Definitions

1.1.1 "Acceptance” shall mean and deemed to include one or more of the following as stipulated in the

tender:

a) acceptance of the Stores at Purchaser‟s Site after its receipt and due inspection and release of

“Material Receipt Voucher” (MRV), which should be completed within 75 (seventy five) days from

the date of receipt of the Stores at Purchaser‟s Site, subject to the Contractor meeting the

requirements stipulated in the Contract.

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

issue of necessary Material Receipt Voucher after commissioning and final acceptance of Equipment,

Machinery and Instrument etc. which should be completed within 75 (seventy five) days from the

date of commissioning of the Stores at Purchaser's Site, subject to the Contractor meeting the

requirements stipulated in the Contract.

1.1.2 “Bid” shall mean the tender offer and quotation in response to the Tender Enquiry.

1.1.3 “Change Order" shall mean a written amendment to the existing contract or a new contract from the

Purchaser to the Contractor after the Effective Date of the contract requiring a change in any part of the

Stores that may involve

a) a change in the scope of work,

b) addition / omission of work, and

c) a change in any of the provision / scope of the contract.

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

Stores are required to be delivered in the manner indicated in the Contract.

1.1.5 "Contractor” shall mean firm / company / joint venture / consortium with whom or with which the

purchase order for the supply of Stores is placed and shall be deemed to include the Contractor‟s legal

successors and/or assignees (approved by the Purchaser), representatives, heirs, executors and

administrators unless excluded by the Contract.

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

of the Purchaser by an Officer duly authorised confirming the acceptance for and on behalf of the

Purchaser of Tender or Offer of the contractor on the terms and conditions mentioned or referred to in the

said communication and other documents including Tender Document, Terms and Conditions of the

contract and such other documents as may be expressly incorporated in the Contract by reference and all

mutually agreed amendments in writing made to any of them

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

„completion‟ of the Supply of Stores, as specified in the purchase order.

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

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

pursuant to the contract.

1.1.9 “Day” or “Days” shall mean a Gregorian calendar day or days of twenty-four (24) hours each.


GCC/SUPPLY-1/R-4 (28.12.2016) 6 of 54

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

during which the contractor is responsible for defects with respect to the Stores or the relevant part thereof

as provided in GCC clause 6.4 (Defect Liability).

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

the contract shall come into force.

1.1.12 “GCC” shall mean this General Conditions of the Contract for Supply of Indigenous Stores.

1.1.13 "Latent Defect" shall mean a defect, inherently lying within the material or arising out of design

deficiency, which do not manifest themselves and/or was not reasonably discoverable during Defect

Liability period.

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

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

Purchaser to inspect or carry out quality surveillance on supplies, stores or work under the Contract or any

person deputed by the Quality Surveillance Engineer for the said purpose.

1.1.16 "Particulars" shall mean the following:

a) Specification(s);

b) Drawing(s);

c) Sealed pattern denoting a pattern sealed and signed by the Quality Surveillance Engineer;

d) Proprietary make denoting the produce of any individual firm; and

e) Any other details governing the construction, manufacture and/or supply as provided in the Contract.

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

mean Purchaser and Contractor collectively.

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

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

in the Contract.

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

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

tackles to be supplied by the Contractor.

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

sub-clause 2.4.2 (Purchaser‟s Representatives) hereof and named as such in the Contract.

1.1.21 "Purchaser" shall mean the Nuclear Power Corporation of India Limited, a Government of India

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

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


GCC/SUPPLY-1/R-4 (28.12.2016) 7 of 54

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

by the Purchaser authorising the Contractor to ship the Stores on satisfactory completion of inspection.

1.1.24 “Site” means the place(s) where the Stores are to be supplied and any other places as may be specified in

the Contract as forming part of the Site.

1.1.25 "Stores” shall mean and include what the Contractor agreed to supply under the Contract as specified in

the Contract and shall include inter-alia goods and materials, equipment, machinery, components,

instruments, appliances, accessories and plant.

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

and Other Service(s) is subcontracted directly or indirectly by the Contractor and includes its legal

successor or permitted assignees, and unless otherwise stated, all the Sub-contractors and suppliers to

such Person and the term Sub-Contract shall be construed accordingly.

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

knowledge of the consequences that may flow from its existence and the defect is one, which the

Purchaser could not have discovered on careful examination of the Plant at the time of acceptance or

during the Defect Liability Period.

1.2 Interpretation

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

(a) words indicating one gender include all genders;

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

singular;

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

writing;

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

“bidding documents”; and

(e) “written” or “in writing” means hand-written, type-written, printed or electronically made, and

resulting in a permanent record.

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

Conditions.

1.2.2 Persons

Words incorporating persons or parties shall include firms, consortiums, corporations, government

entities and other bodies whether incorporated or not but having legal entity.

1.2.3 Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and

obligations of parties there under shall be as prescribed by Incoterms 2000.

Incoterms means international rules for interpreting trade terms published by the International Chamber of

Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris, France.


GCC/SUPPLY-1/R-4 (28.12.2016) 8 of 54

1.2.4 Entire Agreement

The Contract constitutes the entire agreement between the Purchaser and Contractor with respect to the

subject matter of Contract and includes all written communications, negotiations and agreements of

parties with respect thereto made prior to the date of Contract that are included as reference in the

Contract.

1.2.5 Non-waiver

No relaxation, forbearance, delay or indulgence by either party in enforcing any of the terms and

conditions of the Contract or the granting of time by either party to the other shall prejudice, affect or

restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of

Contract operate as waiver of any subsequent or continuing breach of Contract.

Any waiver of a party‟s rights, powers or remedies under the Contract must be in writing, must be dated

and signed by an authorized representative of the party granting such waiver, and must specify the right

and the extent to which it is being waived.

1.2.6 Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such

prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other

provisions and conditions of the Contract.

1.3 Communications

1.3.1 Unless otherwise stated in the Contract, all communications to be given under the Contract shall be in

writing, and shall be sent by personal delivery, airmail post, special courier or facsimile to the address of

the relevant party set out in the Contract.

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

a) Any communication sent by airmail post or special courier shall be deemed (in the absence of

evidence of earlier receipt) to have been delivered ten (10) days after dispatch. In proving the fact of

dispatch, it shall be sufficient to show that the envelope containing such notice was properly

addressed, stamped and conveyed to the postal authorities or courier service for transmission by

airmail or special courier.

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

on date of personal delivery or date of its dispatch, as the case may be.

1.3.3 Communications shall be deemed to include any approvals, consents, instructions, notices, orders,

amendment to the Contract and certificates to be given under the Contract.

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

10 days‟ notice to the other party in writing.

1.4 Language

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


GCC/SUPPLY-1/R-4 (28.12.2016) 9 of 54

1.5 Governing Law

1.5.1 The Contract shall be governed by the law of the country. The country unless otherwise stated in the

contract shall be India.

1.6 Jurisdiction

1.6.1 The courts in Mumbai shall have exclusive jurisdiction to deal with and decide all disputes arising out of

related Contract.

1.7 Priority of Documents

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

purposes of interpretation, the priority of documents shall be in accordance with the following sequence:

a) the Contract Agreement / Purchase Order

b) the Special Conditions of Contract (SCC)

c) the General Condition of Contract (GCC)

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

above.

1.8 Contractor’s Documents

1.8.1 As between the Parties, the Contractor shall retain the rights for which the Contractor has copyrights and

other intellectual property rights (IPR), and for all other documents prepared / created in the course of

execution of the Contract, the IPR will remain with the Purchaser.

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

royalty-free licence to copy, use and communicate the contractor‟s documents, including making and

using modifications of them. This licence shall:

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

Stores,

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

communicate the contractor‟s documents for the purposes of completing, operating, maintaining,

altering, adjusting, repairing and decommissioning the Stores, and

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

permit their use on any computer on the Site and other places as envisaged by the Contract, including

replacements of any computers supplied by the Contractor.

1.9 Purchaser’s Documents

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

the Specification, the Drawings and other documents made by (or on behalf of) the Purchaser. The

Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of

the Contract. They shall not, without the Purchaser‟s consent, be copied, used or communicated to a third

party by the Contractor, except as necessary for the purposes of the Contract and with prior consent of the

Purchaser.

1.10 Confidentiality

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

with this Contract have noticed that the Indian Official Secrets Act, 1923 (XIX of 1923) applies to them

and shall continue to apply even after the execution of the Contract.


GCC/SUPPLY-1/R-4 (28.12.2016) 10 of 54

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

the absolute property of the Purchaser. The Contractor shall not use them for purposes other than for

which they are provided for and shall treat all these documents as confidential. These shall not be

reproduced in whole or in part for any other purpose.

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

parties except where needed for the performance of the Contract by the Contractor with the prior consent

of the Purchaser. In such cases, the Contractor shall ensure and obtain similar obligation of confidence,

from third parties in question.

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

agents and sub-contractors of such agents and sub-contractors) the execution of a Confidentiality

Agreement in the form and manner acceptable to the Purchaser and shall do or assist in doing all such

acts, deeds and things to cause such employees, agents and sub-contractors to whom the confidential

information is given, to be bound by all the confidentiality obligations as the Contractor is bound under

this Agreement.

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

1.11 Consortium / Joint Venture / Partnership

1.11.1 Joint and Several Liability

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

entities:

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

performance of the Contract

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

bind the Contractor and each of these entities.

1.11.2 Changes in Constitution

Where the Contractor is a partnership firm, Joint Venture or consortium, prior approval in writing of the

Purchaser shall be obtained before any change is made in the constitution of the contractor.

If prior approval as aforesaid is not obtained, the contract shall be voidable in accordance with the GCC

clause 13.2 (Cancellation / Termination of Contract in Full/Part) at the Purchaser‟s discretion.

1.12 Country of Origin

1.12.1 “Country of Origin” means the place where the materials, equipment and other supplies for the Facilities

are mined, grown, produced or manufactured, and from which the services are provided.

1.13 Independent Contracts

1.13.1 The Contractor shall be an independent contractor performing the Contract. The Contract does not create

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

Subject to the provisions of the Contract, the Contractor shall be solely responsible for the manner in

which the Contract is performed. All employees, representatives or Subcontractors engaged by the

Contractor in connection with the performance of the Contract shall be under the complete control of the

Contractor and shall not be deemed to be employees of the Purchaser, and nothing contained in the


GCC/SUPPLY-1/R-4 (28.12.2016) 11 of 54

Contract or in any subcontract awarded by the Contractor shall be construed to create any contractual

relationship between any such employees, representatives or Subcontractors and the Purchaser. The

Contractor shall indemnify the Purchaser for any loss suffered or costs incurred by the Purchaser on

account of any claims raised by the representatives, employees or third parties to whom the contractor is

solely responsible in terms hereof or under the Contract.

2. THE PURCHASER

2.1 Accuracy of Information

2.1.1 The Purchaser shall ensure the accuracy of all information and/or data to be supplied by the Purchaser as

described in the Technical Specification of the Tender, except when otherwise expressly stated in the

Contract.

2.2 Permits, Licenses or Approvals

2.2.1 The Purchaser shall provide, at the request of the Contractor, such reasonable assistance in the form of

issue of necessary certificates as required under law so as to allow the Contractor to obtain any permits,

licenses or approvals required by the Laws of the Country, which the Contractor is required to obtain

under GCC clause 3.2, for the delivery of Goods including clearance through customs. However, no

claims can be made by the contractor with respect to this clause. The Contractor shall bear all cost charges

and expenses for the licenses, permits and approvals required to be obtained by him under clause 3.2

hereof.

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

national government authorities or public service undertakings that such authorities or undertakings

require the Purchaser to obtain them in the Purchaser‟s name, and are necessary for the execution of the

project.

2.3 Free Issue Material

2.3.1 The Purchaser shall provide Free Issue Material (FIM) if specified in the tender, to Contractor, as per

quantities/sizes indicating costs of such free issue material mentioned in the tender.

2.4 Purchaser’s Representatives

2.4.1 Senior General Manager / General Manager / Additional General Manager / Deputy General Manager,

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

Contract.

2.4.2 Project Manager: The Project Manager as mentioned in the Contract will be the Purchaser‟s

representative for all technical matters under the Contract and will remain the nodal agency for this

purpose during the execution of the Contract.

3 THE CONTRACTOR

3.1 General Obligations

3.1.1 The Contractor shall design (to the extent specified in the Contract), procure / manufacture (including

associated Purchases and/or sub-contracting), inspect, test, pack and supply the Stores with due care and

diligence in accordance with the Contract and with the Purchaser‟s instructions, and shall remedy any

defects in the Stores occurring in defect liability period, and remedy latent defects within a further period

of five (05) years from end of defect liability period.


GCC/SUPPLY-1/R-4 (28.12.2016) 12 of 54

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

comply in all respects with Particulars of the Contract. When completed, the Stores shall be fit for the

purposes for which the Stores are intended as defined in the Contract.

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

methods which the Contractor proposes to adopt for the execution of the Contract. No significant

alteration to these arrangements and methods shall be made without this having previously been notified

to the Purchaser.

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

clarifications from the Purchaser where needed to his entire satisfaction before submitting the bid. In

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

called for furnishing Particulars, the Contractor‟s tender to supply in accordance with such Particulars

shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof

and no claim on his part which may arise on account of non-examination or misunderstanding of the

Particulars will, in any circumstances, be considered/payable by the Purchaser.

3.2 Permits, Licenses or Approvals

3.2.1 The Contractor shall, at his own cost, acquire in its name all permits, approvals and/or licenses from all

local, state or national government authorities or public service undertakings in India that are necessary

for the performance of the Contract. The Contractor shall also acquire all other permits, approvals and/or

licenses that are not the responsibility of the Purchaser under GCC sub-clause 2.2.2 hereof and that are

necessary for the performance of the Contract.

3.3 Compliance with law

3.3.1 The Contractor shall comply with all laws in force in India and in the States where the Stores are

manufactured. The laws will include all local, state, national or other laws that affect the performance of

the Contract and bind upon the Contractor. The Contractor shall indemnify and hold harmless the

Purchaser from and against any and all liabilities, damages, claims, fines, penalties and expenses of

whatever nature arising or resulting from the violation of such laws by the Contractor or its personnel,

including the Sub-contractors and their personnel, but without prejudice to GCC clause 2.1 (Accuracy of

Information) hereof.

3.4 Securities

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

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

a) The bank guarantee shall be from scheduled commercial bank in India (except co-operative bank) and

shall be governed by Indian Laws and be subject to the jurisdiction of courts in Mumbai, India.

b) The bank guarantees shall be submitted as per the format annexed to this GCC.

c) All bank guarantees are to be sent by the bankers directly to the Purchaser.

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

clause 3.4.3 herein below may be reduced once in six months to the extent of receipt of

items/materials by the Purchaser and the advance amount adjusted against such receipts.


GCC/SUPPLY-1/R-4 (28.12.2016) 13 of 54

3.4.2 Security Deposit:

a) Contractor shall furnish Security Deposit for 10% of the total value in respective contract currencies,

for due performance of the said contracts, in the form of a Bank Guarantee within 30 days from the

date of award of contracts and it shall be valid till satisfactory completion of the contract and

submission of Performance Bond Bank Guarantee pursuant to GCC Sub clause 3.4.5 below, plus a

claim period of three months for lodging of claims, if any.

b) If the Contractor fails to provide the Security Deposit Bank Guarantee as stated herein above, within

30 days from the date of issue of Contract such failure shall constitute a breach of contract and the

Purchaser shall be entitled to cancel the Contract and make alternate arrangements for the purchase of

the Stores contracted from other sources at the risk and expense of the Contractor in terms of GCC

sub-clause no. 13.2 (Cancellation/Termination of Contract in Full or Part) hereof and/or recover from

the Contractor the damages arising from such cancellation.

c) In the event, the Contractor fails to fulfil the obligations under the Contract, the Purchaser shall have

the right to encash and appropriate the Security Deposit Bank Guarantee. This right shall be in

addition to and without prejudice to the rights of the Purchaser to recover from the Contractor any

loss or damages that the Purchaser is herein entitled.

3.4.3 Advance / Stage Payments Security

As a pre-requisite for release of advance/stage payments, Contractor shall submit bank guarantee for

equal amount denominated in the currency in which such advance/stage payments are to be released, valid

till completion of supply plus three months claim period.

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

Contractor shall extend the validity of Bank Guarantee(s) submitted pursuant to GCC clause nos. 3.4.2

and 3.4.3 above, suitably to cover the extended/expected delivery date well in time and in any extent

two(02) months before expiry of original Contractual Delivery Date, failing which, the Purchaser shall

have the right to invoke the Bank Guarantee(s) without prejudice to the terms and conditions of the

contract.

3.4.5 Performance Bond:

a) The contractor shall submit a Performance Bond in the form of Bank Guarantee for an amount equal

to ten (10) percent of the total value of the contract as a security for satisfactory performance and

warranty/ guarantee of the Stores supplied by the Contractor and its sub-contractors under the

contract.

b) The Performance Bond Bank Guarantee shall be submitted on completion of supply and before

release of (balance 10%) final payment and shall remain valid during the complete defect liability

period as per GCC Sub Clause 6.4.1 and any extension to defect liability as per GCC Sub Clause no.

6.4.4 plus a claim period of three (03) months thereafter for lodging of claims.

c) The Performance Bond Bank Guarantee shall also be extended suitably, pursuant to GCC sub-clause

no. 6.4.4 (Extension of Defect Liability), at least thirty days before the expiry of the period of validity

thereof in the event of repair / replacement of any Stores or any part thereof during defect liability


GCC/SUPPLY-1/R-4 (28.12.2016) 14 of 54

period to take care of extended defect liability period of Stores repaired/replaced and/or Stores

remaining idle due to such defects and repair / replacement of the same.

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

Security Deposit, Advance Payment and Performance Bond for delays attributable to the Purchaser, the

corresponding Bank Guarantee Extension charges shall be borne by the Purchaser.

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

Purchaser‟s site)

The Contractor shall execute an Indemnity Bond in favour of the Purchaser indemnifying the Purchaser

and keeping the Purchaser indemnified to the extent of full value of FIM till such time the entire contract

is executed and proper account for the FIM is rendered by the former to the latter. For this purpose an

Indemnity Bond as per Annexure-E shall be executed by the Contractor.

3.5 Contractor’s Representative

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

Purchase Order and shall request the Purchaser in writing to approve the person so appointed. If the

Purchaser makes no objection to the appointment within fourteen (14) days, the Contractor‟s

Representative shall be deemed to have been approved. If the Purchaser objects to the appointment

within fourteen (14) days giving the reason therefore, then the Contractor shall appoint a replacement

within fourteen (14) days of such objection, and the foregoing provisions of this GCC sub-clause no.3.5.1

shall apply thereto.

The Contractor‟s Representative will have to be assisted by senior executives of the company in charge of

each discipline, i.e., Engineering, Planning, Procurement, Manufacturing and Quality Assurance etc. He

shall be vested with powers to take prompt decisions.

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

of the Contract. All notices, instructions, information and all other communications to be given by the

Purchaser to the Contractor under the Contract shall be given to the Contractor‟s Representative, except

as herein otherwise provided. All the contractor‟s notices, instructions, information and other

communication under the contract shall be given by the Contractor‟s Representatives in the following

manner.

Regarding,

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

Deputy General Manager, C&MM as specified in the Purchase Order

(b) Technical issues: Project Manager

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

Purchaser‟s prior written consent, which shall not be unreasonably withheld. If the Purchaser consents

thereto, the Contractor shall appoint some other person as Contractor‟s representative, pursuant to the

procedure set out in GCC sub-clause 3.5.1.

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

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


GCC/SUPPLY-1/R-4 (28.12.2016) 15 of 54

inappropriately, may be incompetent or negligent, the Purchaser shall provide evidence of the same,

where upon the Contractor shall remove such person from the execution of the Contract.

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

clause 3.5.4, the Contractor shall, where required, promptly appoint a replacement.

3.6 Sub-contracting

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

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

allowed by the Purchaser.

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

supply or services and a list of approved Subcontractors against each item, including vendors. The bidder

in his bid or Part-I bid in the case of two part tender, may indicate additional subcontractors for any of the

given items, for evaluation by the Purchaser and if found acceptable, inclusion of such subcontractor in

approved subcontractors list. In so far as no Subcontractors are listed against any such item, the

Contractor shall prepare and submit to Purchaser a list of Subcontractors for such items for approval and

inclusion in such list. List of sub-vendors as issued with the Contract shall be strictly adhered to for

procurement of goods/services from designated subcontractor(s). However, under very special and extra-

ordinary circumstances, Contractor may request Purchaser for change of subcontractor giving sufficient

reasons and submit name and credentials along with contractors recommendation of subcontractor(s)

proposed by him to the Purchaser for approval, in sufficient time so as not to impede the progress of

work. Approval by the Purchaser for any of the Subcontractors shall not relieve the Contractor from any

of its obligations, duties or responsibilities under the Contract.

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

lists referred to in GCC sub-clause 3.6.2.

3.6.4 All payment to the sub-contractors shall be made by the Contractor.

3.6.5 In the event the Contractor violates the condition for obtaining consent under clause 3.6.1 above, the

Purchaser shall become entitled, in its discretion, to rescind that part of the Contract in respect of which

such violation has taken place, by giving 30 days notice to the Contractor. However, the Purchaser may in

the alternative, scrutinise such Sub-Contract or the Agreement entered into between the Contractor and

the Sub-Contractor, and either, ratify such sub-contract/ agreement subject to any conditions or

stipulations imposed by the Purchaser in that regard, or afford time to the Contractor to rectify/ remedy

his breach.

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

any incomplete work at his own cost, and/or to compensate the Purchaser for any damage done by the

Sub-Contractor to the Property or Project of the Purchaser.

3.7 Subletting or Assignment of Contract

3.7.1 The Contractor shall not sublet, transfer or assign the Contract or any part thereof or bills or any other

benefits, accruing there from or under the contract without the prior written consent of the Purchaser.

Such assignment or sub-letting if approved by the Purchaser shall not relieve the Contractor from any

contractual obligation or responsibility under the Contract.


GCC/SUPPLY-1/R-4 (28.12.2016) 16 of 54

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

purchase from other sources at the risk and cost of the Contractor in terms of GCC sub-clause no. 13.2

(Cancellation/Termination of Contract in Full or Part) hereof and/or recover from the Contractor damages

arising from such cancellation.

3.8 Quality Assurance

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

Purchaser‟s Quality Assurance (QA) requirement as per GCC clause no. 10 (Quality Assurance,

Inspection, Acceptance and Rejection).

4 SUBJECT MATTER OF CONTRACT

4.1 Scope of Work

4.1.1 Unless otherwise expressly limited in the Technical Specifications, the Contractor‟s obligations cover the

supply of all Plant and Equipment (covering design, engineering, procurement, manufacture, Quality

Assurance, testing, packing & forwarding transportation and delivery at site) in accordance with the plans,

procedures, specifications, drawings, codes and any other documents as specified in the Technical

Specifications. Such specifications include, but are not limited to, supply of Spares and Accessories.

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

shall be carried out in accordance with Bureau of Indian Standards Specifications. In case there are no

such specifications in Bureau of Indian Standards the work shall be carried out as per manufacturers'

specifications. In case there are no such Specifications as referred to above the work shall be carried out

in all respects in accordance with the instructions and requirements of the Project Manager.

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

Contract with properly equipped facilities and non-hazardous materials, except as otherwise specified

in the Contract and without any extra cost to the Purchaser.

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

such items and materials not specifically mentioned in the Contract but that can be reasonably inferred

from the Contract as being required for efficient functioning of the Stores as per specifications of the

Tender, as if such work and/or items and materials were expressly mentioned in the Contract, and without

any extra cost to the Purchaser.

4.1.5 Alteration Of Specifications, Patterns And Drawings:

a) The Purchaser reserves the right to alter whenever necessary specifications, patterns and drawings. As

from that date, the Stores shall be in accordance with the specifications, patterns and drawings so

altered which the Contractor is bound to comply with.

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

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

Purchaser).

4.2 Delivery Schedule

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

of Stores must be completed by the dates specified therein. Unless otherwise agreed, the Contract shall

come into force from the date of issue of priced Purchase Order (Effective Date) and accordingly


GCC/SUPPLY-1/R-4 (28.12.2016) 17 of 54

contractual delivery period shall be reckoned from that date for the purpose of fixing Contractual Delivery

Date (CDD).

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

such part is specified in the Contract) within the Contractual Delivery Date (CDD) stated in the contract.

Acceptance by the Purchaser of the Stores delivered by the Contractor after expiry of CDD shall be

subjected to GCC clause no. 6.2 (Delay in Supply).

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

specified herein.

5 CONTRACT PRICE AND PAYMENT

5.1 Contract Price

5.1.1 The contract price shall be as specified in Section-A of the purchase order, which shall be stated and

payable in the currency as mentioned in GCC clause no. 5.2 (Price Basis) and 5.3 (Currency of Payment)

below.

5.1.2 For contract(s) with contractual delivery period less than and upto 12 (twelve) months, the contract price

shall be firm. However, contract price for such contracts(s) can be subjected to price adjustment only in

the event of delay attributable to the Purchaser causing actual contract period to exceed 12 (twelve)

months, as provided in GCC Sub clause 5.4.2.

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

subjected to price adjustment either on positive or on negative side as per GCC clause nos. 5.4 & 5.5

below to reflect changes in the cost of labour, material etc. Any bid containing a proposal for alternative

system of pricing, other than so specified under GCC clause no. 5.4 & 5.5 below run the risk of rejection.

However, the offer submitted on fixed price basis will not be rejected, but will be treated as the offer with

price adjustment being zero. The offer shall specifically confirm adherence to the price adjustment clause

of the tender, or whether it is on fixed price basis. The name, source and origin of material and labour

indices to be applied for price adjustment shall be as indicated in the bid subject to GCC sub-clause no.

5.5.2 & 5.5.3.

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

separately.

5.2 Price Basis

The Contract prices of all items and spares covered under the contract shall be on safe delivery basis to

the Purchaser‟s site as under:

5.2.1 Price break-ups of indigenous items and spares shall be indicated as follows:

i) Ex-works price, including but not limited to CIF value of imported raw material / component required

for indigenous manufacture.

ii) Inland transportation and Transit insurance

The prices of indigenous items and spares shall be exclusive of all taxes, duties, cess, octroi, etc.

CENVAT benefits available to Indian manufacturers shall, however, be taken into consideration in quoted

prices and the Contractor shall pass on the benefits to the Purchaser. CIF value of the imported raw

materials/ components included in the Ex-works prices of indigenously manufactured items shall be


GCC/SUPPLY-1/R-4 (28.12.2016) 18 of 54

shown separately for the purposes of 15% price preference loading vis-à-vis domestically manufactured

goods for availing Deemed Export benefits, if any.

5.2.2 Price break-ups of imported items and spares delivered directly to the Site from Indian port of entry shall

be indicated as follows:

i) FOB prices,

ii) Ocean/Air freight & Marine insurance,

iii) Port handling/clearance, inland transportation and inland transit insurance.

FOB prices shall be inclusive of all taxes, duties, levies, inland transportation up to the port of shipment

and export licensing charges. Other than FOB prices, remaining price elements shall be exclusive of

taxes, duties, cess, octroi, etc. applicable in India.

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

and these spares are to be essentially dispatched with the respective main equipment only. In case of

shortage of the Commissioning/Start-up spares during the actual erection and commissioning of the main

equipments, additional Commissioning/Start-up spares shall be supplied by the contractor at his own cost

and no customs duty / deemed export benefits for such additional Commissioning/Start-up spares shall be

available.

5.3 Currency of Payment

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

accordance with the following,

a) For supply of equipment, spares and other materials supplied from abroad and delivered directly to

the Site from Indian port of entry, FOB price of such items shall be in Indian Rupees (INR), and/or

any other three freely tradable foreign currencies or any combination of these currencies. Indian

Contractor, opting for payment in foreign currency, shall comply with the requirements laid down by

Government of India from time to time.

b) For Supply of equipment, spares and other materials from indigenous sources, Ex-works price of such

items inclusive of CIF value of imported raw material / component, shall be in Indian Rupees (INR).

c) Incidental charges for supply of indigenous items like transportation and transit insurance charges up

to the Purchaser‟s site, in Indian Rupees (INR).

d) Ocean/Air Freight, Marine Insurance, Port Handling/Clearance, Local Transportation and Transit

Insurance charges for imported items to be delivered directly to the Purchaser, shall be in Indian

Rupees (INR).

e) Supervision Charges for Erection and Commissioning in INR. Charges for expatriate Supervisor

engaged for erection and commissioning, in INR, and/or any other three freely tradable foreign

currencies.

5.4 Price adjustment

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

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

5.4.2 The Contract Price adjustment under GCC clause no. 5.4 & 5.5 will only be applicable for the contracts,

where the original contractual completion period is more than 12 months.

For contract(s) where completion period as stipulated in NIT or Purchase order is less than and upto 12

(twelve) months and where there is a delay which is attributed to the Purchaser, due to which the period


GCC/SUPPLY-1/R-4 (28.12.2016) 19 of 54

of the contract exceeds 12 months, the contract price adjustments will be applicable for the extended

period. (For example, where the original contract period is 10 months and there is extension for 3 months,

then adjustment is payable for one month i.e.13th month only). However, the Subscript value of “0”

defined in GCC sub-clause nos. 5.5.1 below shall be the indices of the last month of the original contract

period (i.e., the 10th month in the above example).

5.4.3 Only the following components of the contract price will be subject to Price adjustment:

a) Ex-works price of indigenous plant and equipment excluding spares and value of free issue materials

(if any) to be supplied by the Purchaser. The price adjustment will be allowed up-to a ceiling of +/-

twenty percent (20%) of the total Ex-works price component. Price adjustment of individual items

will be allowed to such an extent that net price adjustment of all the items in a given currency does

not exceed this 20% ceiling and shall be payable/ recoverable accordingly.

b) FOB prices of imported plant and equipment excluding spares. The price adjustment will be allowed

up-to a ceiling of +/- twenty percent (20%) of the total FOB price component, in each of the contract

currencies separately. Price adjustment of individual items will be allowed to such an extent that net

price adjustment of all the items in a given currency does not exceed this 20% ceiling and shall be

payable/ recoverable accordingly.

5.4.4 No adjustment of prices is allowed on spares, tools, tackles and accessories. Engineering charges, testing

charges, analysis charges etc shown/payable separately shall also not be eligible for Price Adjustment

5.5 Price Adjustment Formula

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

follows:

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

M0 N0 O0 P0 Q0 L0

Where,

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

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

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

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

L = Labour index.

F = Fixed portion of the ex-works/FOB component of the items/equipments

which will not be subject to any adjustment.

a, b, c, d & e = Coefficients of major materials involved in the ex-works/FOB price of the

items/equipments. The band of these coefficients is given separately and the

Bidders/ Contractors are required to select from the band the coefficients in

such a way that the sum of all these coefficients, „F‟- Fixed portion and „lb‟-

Labour coefficient shall add up to one.


GCC/SUPPLY-1/R-4 (28.12.2016) 20 of 54

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

exchange rate correction factor for labour with reference to the currency of

the country of origin of index and the respective contract currency (INR),

such that:

f = Z0

Z1

Where, Z is the number of units of the currency of the country of origin of index, which is equivalent to

one unit of contract currency (INR). The exchange rates to be used for calculation of factor „f‟ shall be

as per bills selling exchange rates established by The State Bank of India. In the event origin of index

happens to be India, „f „ shall be equal to one (01).

Subscript „0‟ refers to indices/exchange rates as prevailing on the seventh day prior to the due date of

submission of bid [Submission of both Part - I (Technical & Commercial except Price) and Part – II

(Price Bid)]. For the purpose of exchange rate, if this day happens to be a holiday, the nearest previous

working day shall be considered. The Contractor will submit authentic copies of relevant published

indices as on this date applicable to the tender, along with his offer or any time before opening of Price

bid.

Subscript „1‟ refers to the indices/ exchange rates as on:

a) 90 days prior to the date of dispatch for labour component, and

b) The expiry of 2/3rd

period from the date of purchase order to the date of dispatch, for material

component.

For the purpose of this clause, the date of dispatch shall mean Contractual Delivery Date as per

Contract or actual date of dispatch, whichever is earlier. For the purpose of exchange rate, if this day

happens to be a holiday, the nearest previous working day shall be considered for this purpose.

5.5.2 Index of Indigenous Raw materials/components and Labour:

The indices for such material and labour subjected to Price Adjustment shall be clearly named in the offer

submitted. For the materials the indices as published by Reserve Bank of India and for the labour the

indices as published by Labour Bureau Shimla, only shall be applicable

5.5.3 Index of Imported Raw Materials/components:

The indices for such material and labour subjected to Price Adjustment shall be clearly named in the offer

submitted. The indices shall be well established and nationally recognized in the country of manufacture.

If any other index is proposed full justification for its use shall be provided. Preferably only Government

indices shall be used.

5.5.4 The Contractor is also required to provide authentic copies of indices pertaining to applicable end dates

along with each dispatch-wise invoice for arriving at adjusted ex-works/FOB price component without

which the invoices will not be processed.


GCC/SUPPLY-1/R-4 (28.12.2016) 21 of 54

5.5.5 Adjusted Contract Price for Supply component

The adjusted contract price shall be:

EC1 + other elements of contract price, if any.

5.5.6 In case of supplies which are delayed beyond the Contractual Delivery Date (as given in the Contract) for

reasons attributable to the Purchaser, the price adjustment provisions shall continue to be applicable for an

additional period equal to delay caused by the Purchaser, subject to GCC sub-clause 5.4.1, 5.4.2 & 5.4.3.

This shall, however not deemed to be automatic extension of Contractual Date of Delivery.

In case of supplies which are delayed beyond the Contractual Delivery Date (as given in Contract) for

reasons attributable to the Contractor or Force Majeure events, the provision of Price Adjustment shall not

be applicable beyond the corresponding Contractual Delivery Date.

In case Supplies are delayed beyond the Contractual Delivery Date (as given in the Contract) and the total

delayed period can be apportioned between delays due to the Purchaser, the Contractor and / or Force

Majeure events, Price adjustments for the period of delay caused by the Purchaser will be allowed

considering as if this delay due to the Purchaser happened first, immediately after Contractual Delivery

Date, irrespective of actual point in time in which such delay by Purchaser occurs. No price adjustment

shall be allowed for delays apportioned to the Contractor and / or Force Majeure events.

5.5.7 The band of the coefficients applicable for price adjustment are given in GCC sub-clause no. 5.5.7.1

below. The Contractor shall choose each coefficient from the bands in such a way that the sum of all these

coefficients ie „a‟, „b‟, „c‟ … the material coefficients, „F‟- Fixed portion and „lb‟- Labour coefficient shall

add up to one. Further the value of the co-efficients indicating weightage of various materials (a,b,…),

weightage of fixed portion and labour portion (F and lb ), applicable indices, source and their base values

for the purpose of price adjustment under this contract are to be furnished by the contractor in his bid or

Part-I bid in the case of two part tender, as per the following formats:

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

Sl. No. Item

Value of Coefficient

Bidders have to restrict each

coefficient within these

bands

Source of

indices

used

Value of base date indices

as prevailing „7‟ days prior

to the date of submission of

Part-I and Part-II Bid.

1

2

3

Fixed portion

Materials

a.

b.

c.

d.

e.

Labour

F : 0.15

a =

b =

c =

d =

e =

lb= Between 0.25 to 0.35.

-- --

Between

0.5 to 0.6


GCC/SUPPLY-1/R-4 (28.12.2016) 22 of 54

5.6 Terms of payment

5.6.1 Items & Materials (including spares) supplied from indigenous sources as well as those supplied from

abroad for delivery to Site directly from Indian Port of Entry

a) 90% of Ex-works / FOB price will be paid on pro-rata basis along with Transportation, Transit

Insurance charges, Price Adjustment amount and Taxes & Duties and levies as applicable, in full, on

receipt of the Stores at Site and against submission original shipping release, proof of receipt by the

consignee and other documents mentioned in the Contract.

b) Balance 10% Ex-works /FOB price will be released on acceptance of the Stores at Site after

inspection and issue of Site Stores Inspection Report / Receipt Voucher by the consignee (GCC Sub

clause 1.1.1 (a)), submission of bank guarantee by the Contractor for 10% of Purchase Order value

towards performance of stores as per GCC Sub clause 3.4.5 and if required under the Contract, and in

case of contract(s) with Free Issue Material (FIM) Certificate of completion of Free Issue Material

accounting by Purchaser‟s representative and receipt of Receipted delivery challan for return of

balance Free Issue Material (FIM) to Purchaser's Stores.

For Supply of plant /equipments/machinery/instruments including erection and commissioning,

balance 10% (ten) percent of the Ex-works / FOB value for supply plus erection and commissioning

charges and taxes in full as applicable thereon will be released on acceptance of the plant/equipment

/machinery/instruments at Site after commissioning and final acceptance (GCC Sub clause 1.1.1 (b)),

and submission of other documentary evidence as mentioned in the first para of this GCC sub-clause

5.6.1 (b).

5.6.2 Ocean Freight and Marine Insurance, Port Clearance/Handling charges in respect of items supplied from

abroad for delivery to Site directly from Indian Port of Entry :

Ocean freight and Marine Insurance, Port Clearance/Handling charges along with applicable taxes and

duties thereon will be released on pro-rata basis against receipt of items at site i.e. along with 5.6.1 (a)

above.

5.6.3 Testing/ Analysis Charges

Testing/ Analysis charges in full along with Indian taxes and duties as applicable shall be paid on pro-rata

basis on successful completion of corresponding Testing/Analysis, submission of report thereof and

acceptance of the same by the Purchaser.

5.6.4 Supervision of Erection and Commissioning Charges:

Service charges for Supervision of erection and commissioning in full along with Indian taxes and duties

as applicable will be released on successful completion of erection and commissioning.


GCC/SUPPLY-1/R-4 (28.12.2016) 23 of 54

5.7 Application for Payment

5.7.1 The Contractors shall submit their invoices for various payments due as per Purchase Order payment

terms, along with application for payment in the prescribed proforma to the Paying Authority named in

the Contract. Proforma of application for payment is enclosed as Annexure-D to the GCC.

5.7.2 Each such application for payment shall be accompanied by all required documents as set forth in the

Contract and/or intimated to the Contractor in advance. The application for payment by the Contractor if

found deficient in any respect, shall not be processed and in such an event, the Purchaser shall intimate to

the Contractor in writing within 15 days of receipt of such deficient application indicating the deficiency

for rectification of the same by the Contractor. Payment will be released within 30 days from the date of

receipt of application for payment complete in all respects and acceptable to the Purchaser.

5.8 Mode of Payment

5.8.1 All payments to the Indian Contractors shall be directly made by the Purchaser through Account Payee

cheque and/or through Wire Transfer/ ECS. In the event of payment through Demand Draft/Pay Order, if

requested by the Contractor, charges for the same shall be to the account of the Contractor.

5.8.2 No payment made by the Purchaser herein shall be deemed to constitute acceptance by the Purchaser of

the Facilities or any part(s) thereof.

5.8.3 The Purchaser reserves the right to carry out post payment audit and technical examination of the final bill

including all supporting vouchers, abstracts etc. The Purchaser further reserves the right to enforce

recovery of any overpayment when detected, not withstanding the fact that the amount of the final bill

may have been included by one of the parties as an item of dispute before an arbitrator appointed under

arbitration clause of this Contract and not withstanding the fact that the amount of the final bill figures in

the arbitration award.

5.9 Interest on Delayed Payment

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

(b)] payable on acceptance of items at site at the rate shown in clause 5.9.2 below for the period beyond

95 days from the date of receipt of item(s) till the date of payment subject to receipt of invoice and all

supporting documents in acceptable form by the payment due date.

5.9.2 The Purchaser shall pay to the Contractor interest on the amount of such delayed payment at the rate(s)

stated herein below for the period of delay as per GCC sub-clause no. 5.9.1:

a) For payment in Indian Rupees: For delayed payment, applicable interest rate shall be Prime Lending

Rate (PLR) of State Bank of India.

b) For payment in Foreign Currency: For delayed payment, applicable interest rate shall be London Inter

Bank Offer Rate (LIBOR).

5.9.3 The provisions of this clause 5.9 ( Interest on Delayed Payment ) shall not apply in the event the

Contractor fail to deliver the stores or any part thereof Pursuant to GCC sub-clause 6.1

(Completion Time Guarantee ) within the original Contractual Delivery Date prescribed for the same


GCC/SUPPLY-1/R-4 (28.12.2016) 24 of 54

5.10 Recovery of Advance Payments in case of breach of contract

5.10.1 In case the Contractor fails to execute the contract due to reasons not attributable to the Purchaser and

which do not fall under Force Majeure as per the tender conditions, the outstanding advance payments

made shall be recovered, along with the interest at the rate specified herein below. This shall be without

prejudice to the other remedies available to the Purchaser under the Terms and Conditions of the Contract.

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

5.10.3 Advance Payment in Foreign Currency: Recovery shall be made with Interest as per LIBOR.

5.11 Recovery of Sums Due

5.11.1 Whenever any claim for the payment of any Liquidated Damages or loss suffered by the Purchaser arises

in terms of money out of the Contract against the Contractor, the Purchaser shall be entitled to recover

such sums from the balance of the total sum, which at any time hereafter may become due to the

Contractor from this Contract or any other Contract with the Purchaser. Should this sum be not sufficient

to cover the amount of damages or loss that may be recoverable, the Contractor shall pay to the Purchaser

on demand the amount due. Purchaser shall also have the right to appropriating, in part or full, the

Security Deposit/Performance Bond submitted by the Contractor to recover any/all of its claims on the

Contractor.

5.11.2 If the Purchaser has made any claim, whether liquidated damages or otherwise against the Contractor

under this Contract or any other Contract with the Purchaser, the payment of all sums payable under the

Contract to the Contractor including the Security Deposit/Performance Bond shall be withheld to the

extent of claims due according to the Purchaser till such claims of the Purchaser are finally paid by the

Contractor, pending which the same will be adjusted. Notwithstanding the provision for recovery through

adjustment, the Purchaser shall be free to recover his claims from the Contractor as per the terms of the

Contract.

5.11.3 All sums payable by way of compensation under any of the conditions of contract shall be considered as

reasonable compensation to be applied to the use of the Purchaser wit++hout reference to the actual loss

or damage sustained; and whether or not any damage shall have been sustained.

5.12 Taxes and Duties

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

items from abroad.

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

applicable in connection with supply of the Stores. This clause shall be read in conjunction with ITT

clause no. 9.0 and contractor can claim reimbursement of Indian Taxes, Duties, Levies paid from the

Purchaser only to the extent provided in the ITT clause no. 9.0. „Price Adjustment‟ (GCC clause nos. 5.4

and 5.5) amounts if any, shall be taken into account in Contract Price on which such Taxes, Duties,

Levies etc. are reimbursable by the Purchaser.

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

Majeure, increase in existing taxes & duties, if any, and new tax component introduced in the extended

period shall be reimbursed to the Contractor, subject to ITT Clause no. 9.0 and submission of

documentary proof. No increase / new tax shall be payable for the delay period due to reasons attributable

to the Contractor.


GCC/SUPPLY-1/R-4 (28.12.2016) 25 of 54

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

period, the same shall be reimbursed / paid by the Purchaser, as the case may be, at actual against

documentary evidence. This provision shall not apply to changes in Personal Income tax or Corporate

Income tax or to changes in non-Indian Taxes.

5.12.5 Direct Tax:

a) The Purchaser shall have the right to withhold taxes on income, excess profits, royalty and other taxes

from payments due to Contractor under this Contract to the extent that such withholding may be

required by the government of India or any relevant authority thereof or by the government of any

other country, and payment by the Purchaser to the respective governmental office of the amount of

money so withheld will relieve the Purchaser from any further obligation to Contractor with respect to

the amount so withheld.

b) The Purchaser shall, at the time of its payments due to the Contractor, withhold the necessary taxes at

such rate as is required by any Government Authority, unless and to the extent that the Contractor

shall produce to the Purchaser any certificate issued by a Government Authority (having authority to

issue such certificate) entitling the Contractor to receive the payments under the Contract for a

prescribed period without deduction of any tax or deduction at a lower rate.

c) The Purchaser shall provide the necessary withholding tax certificates to the Contractor within the

time stipulated by the relevant law to enable the Contractor to file the same with the Government

Authority as a proof of payment of such taxes.

d) All taxes levied on Contractor‟s corporate income or profits shall be for the account of Contractor and

shall not be reimbursed by the Purchaser. Contractor shall also be responsible for payment of income

taxes of its personnel levied in India or elsewhere.

5.12.6 Indirect Tax:

a) The Purchaser shall, at the time of its payments due to the Contractor, withhold the necessary tax at

source at such rate as is required under the respective state sales tax / value added tax legislation

unless and to the extent that the Contractor shall produce to the Purchaser any certificate issued by a

Government Authority (having authority to issue such certificate) entitling the Contractor to receive

the payments under the Contract for a prescribed period without deduction of any tax or deduction at

a lower rate.

b) The Purchaser shall provide the necessary withholding tax certificates to the Contractor within the

time stipulated by the relevant law to enable the Contractor to file the same with the Government

Authority as a proof of payment of such taxes.

6 GUARANTEES, LIABILITIES AND RISK DISTRIBUTION

6.1 Completion Time Guarantee

6.1.1 The Contractor guarantees that it shall complete the delivery of the Stores covered in the Purchase

Order(or a part for which a separate time is specified in the contract) on or before Contractual Delivery

Date (CDD) specified in the Purchase Order, or within such extended time to which the Contractor shall

be entitled under GCC clause no. 12.1 (Extension of Time for Completion) hereof.


GCC/SUPPLY-1/R-4 (28.12.2016) 26 of 54

6.2 Delay in Supply

6.2.1 Should the Contractor fail to deliver the stores or any part thereof Pursuant to GCC sub-clause 6.1.1

within the CDD prescribed for the same, it shall be construed as a breach of the Contract and the

Purchaser shall be entitled at his option to the following:

(a) To receive the facilities after prescribed CDD with the right to recover from the Contractor agreed

Liquidated Damages (LD) at the rate indicated below:

S.

No. Delivery Period

Liquidated Damages,

Rate per Week (1)

Maximum Amount

of L.D. (2)

1. Delivery period

(as originally stipulated) not

exceeding one year.

@ 1% of the value of

delayed/ undelivered

portion of the supplies of

Purchase Order, per

week or part thereof

5% of the value of


portion of Supplies

of the Purchase

Order.

2. Delivery period

(as originally stipulated)

exceeding one year but not

exceeding two years.

@ 0.5% of the value of


portion of the supplies of

Purchase Order, per

week or part thereof.

5% of the value of


portion of Supplies

of the Purchase

Order.

3. Delivery period

(as originally stipulated)

exceeding two years.

@ 0.25% of the value of


portion of the supplies

Purchase Order, per

week or part thereof.

5% of the value of


portion of Supplies

of the Purchase

Order.

However, the payment of liquidated damages shall not in any way relieve the Contractor from any of

its obligations and liabilities under the Contract.

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

Termination of Contract in Full or Part).

6.3 Functional Guarantees

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

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

conditions therein specified.

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

equipment designed and supplied by the Contractor are not met at any time upto expiry of Defect Liability

Period, as per the contract, either in whole or in part, the Contractor shall at his cost and expense make

such changes, modifications and/or additions to the Equipment or any part thereof as may be necessary to

meet level of such Guarantees. The Contractor shall notify the Purchaser upon completion of the

necessary changes, modifications and/or additions, and shall request the Purchaser to repeat the Guarantee

Test until the level of the Guarantees has been met. If the Contractor eventually fails to meet the level of

Functional Guarantees, the Purchaser shall have the right of recourse to levying damages as specified in

the Contract, without prejudice to any other rights of the Purchaser under the contract.


GCC/SUPPLY-1/R-4 (28.12.2016) 27 of 54

6.4 Defect Liability

The Contractor shall warrant that the Stores, Plant & Equipments supplied under the Contract shall be

brand new, free from defects, manufactured with the latest state-of-art of manufacture and conform

strictly in accordance with the technical specifications, drawings and data sheets of the Contract. No

deviation from these specifications or alteration shall be made without specific and written accord of the

Purchaser. All Stores shall be guaranteed to be of the best quality of their respective kinds and shall be

free from defects in the design engineering, materials, workmanship, and be of specified size and capacity

so as to fulfil in all respects the requirements of the Purchaser as specified in the Contract.

6.4.1 Defect Liability Period

a) Items / Equipment / System / Spares / Tools / Tackles / Accessories

The defect liability period shall be 18 months from the date of receipt of items at site or 12 months

from the date of acceptance, whichever occurs first.

6.4.2 Contractors Liability for Defective Stores / Facilities

The Purchaser may accept the Store, if it is complete in all respects or alternatively accept the same on

such terms as may be considered appropriate. If the Stores after the acceptance thereof is found to have

defects, latent or otherwise, notwithstanding that such defects could have been discovered at the time of

inspection, or any defects therein are found to have developed during the Defect Liability Period while

under proper use or subsequently it is found that Stores failed to fulfil the requirements or Particulars of

the Contract, the Purchaser shall be entitled to give a notice to the Contractor during Defect Liability

Period and within two (2) months thereafter, setting forth details of such defects or failure and the

Contractor shall forthwith make the defective Stores good or alter the same to make it comply with the

requirements of the Contract at his own cost.

Further if in the opinion of the Purchaser, defects are of such a nature that the same cannot be made good

or repaired without impairing the efficiency or workability of the Stores or if in the opinion of the

Purchaser, such opinion being final, the Stores cannot be repaired or altered to make it comply with the

requirements of the Contract, the Contractor shall remove and replace the same with a Stores conforming

in all respects to the stipulated specifications, at the Contractor's own cost.

If the repair, replacement or making good is of such a character that it may affect the efficiency of the

Stores or any part thereof, the Purchaser may give to the Contractor a notice requiring that certain tests of

the defective part of the Stores shall be made by the Contractor immediately upon completion of such

remedial work, whereupon the Contractor shall carry out such tests at his own cost.

If such part fails the tests, the Contractor shall carry out further repair, replacement or making good (as

the case may be) until that part of the Stores passes such tests. The tests shall be agreed upon by the

Purchaser and the Contractor.

The Contractor shall also be responsible for any loss or damage to the Stores caused by the Contractor or

it‟s Subcontractors in the course of any work carried out, pursuant to GCC Clause 6.4 (Defect Liability).


GCC/SUPPLY-1/R-4 (28.12.2016) 28 of 54

6.4.3 Failure to Remedy Defects

If the Contractor fails to make the desired repairs/replacement within 15 days of issue of notice pursuant

to GCC Sub clause 6.4.2 then such repairs/ replacement at the cost of the Contractor shall be carried out

by the Purchaser, with Stores of the same Particulars or when the Stores conforming to the stipulated

Particulars are not in the opinion of the Purchaser readily procurable, such opinion being final, then the

nearest available substitute thereof.

The Purchaser may reject at the cost of the Contractor the whole or any part of the Stores, as the case may

be, which is defective or fails to fulfil the requirements of the Contract and make the desired

repairs/replacement as stipulated above. In the event of such rejection the Purchaser shall be entitled to

use the rejected Stores in a reasonable and proper manner for such time as sufficient to enable the

Purchaser to obtain replacement, as herein before provided.

6.4.4 Extension of Defects Liability Period

a) If the Stores or any part thereof cannot be used by reason of such defect and/or making good of such

defect, the Defect Liability Period of the Stores or such part, as the case may be, shall be extended by

a period equal to the period during which the Stores or such part cannot be used by the Purchaser

because of any of the aforesaid reasons. Upon correction of the defects in the Stores or any part

thereof by repair/replacement, such repair/replacement shall have the Defects Liability Period for a

period of twelve (12) months from the time such repair/replacement of the Stores or any part thereof

has been completed.

b) In addition, the Contractor shall also provide an extended warranty for any such Stores and during the

period of time as may be specified in the SCC. Such obligation shall be in addition to the defect

liability period specified under GCC sub-clause no. 6.4.1.

6.4.5 Latent Defects Liability

At the end of Defects Liability Period, the Contractor‟s liability ceases except for latent defects. The

Contractor‟s liability for latent defects warranty for the plant and equipments including spares shall be a

limited to a period of five (5) years from the end of Defects Liability Period of the respective plant and

equipment including spares.

In case, there is any dispute between the Purchaser and the Contractor regarding latent defects, any of the

parties listed in the Contract or any other third party as mutually agreed upon by the Purchaser and the

Contractor, shall be engaged by the Purchaser for settling the dispute.

The third party, so engaged by the Purchaser shall be paid fee plus reasonable expenditures incurred in the

execution of its duties as mentioned above. These costs shall be initially paid by the Purchaser. In case

of latent defect being proved, such costs shall be recoverable from the Contractor and the Contractor shall

bear and reimburse such costs to the Purchaser.

If the dispute regarding latent defects can not be settled as above, then the dispute shall be settled as per

provision of GCC Clause 14 (Settlement of Dispute)

6.5 Transfer of Ownership

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

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

Sales basis.


GCC/SUPPLY-1/R-4 (28.12.2016) 29 of 54

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

be transferred to the Purchaser when the Stores are brought on to the Site. The Purchaser will issue the

requisite sales tax declaration form(s) in order to get the benefit of any concession in the rate of sales tax.

6.5.3 Ownership of the indigenous stores (including spare parts) covered under interstate transaction shall be

transferred to the Purchaser on sale in transit basis. The Purchaser will issue the requisite sales tax

declaration form(s) in order to get the benefit of any concession in the rate of sales tax. Further, in case of

all components, equipments and materials identified by the Contractor and the Purchaser to be dispatched

directly from the sub-contractor‟s works to Purchaser‟s site in a State different from the State wherein

sub-contractor‟s works are located, the Contractor shall effect sale in transit.

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

contract. Notwithstanding the transfer of ownership of the Stores, the responsibility for care and custody

thereof together with the risk of loss or damage thereto shall remain with the Contractor until Safe

delivery of the Stores to the Purchaser‟s site.

6.6 Intellectual Property Rights (IPR) Indemnification

6.6.1 The Contractor shall at all times indemnify and hold harmless the Purchaser and its employees and

officers from and against all claims which may be made in respect of Stores covered by this contract

against infringement of any right protected by Patent Registration, Law of Designs, Trade Marks, utility

model, copyright and other intellectual property rights registered or otherwise existing.

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

the specific directions issued by the Purchaser but the Contractor shall pay any royalties or other charges

payable in respect of any such use, the amount so paid being reimbursed to the Contractor only if the use

was the result of any drawings and/or specifications issued by the Purchaser after submission of the price

bid or revised price bid, if any.

6.7 Indemnity against Loss / Damage

6.7.1 Contractor shall indemnify the Purchaser against any risk of accidents or damage to the Stores till safe

delivery to the Purchaser‟s site.

6.7.2 Contractor shall indemnify the Purchaser against all latent defects of the stores, for a period of five (05)

years from the end (i.e. satisfactory completion) of the Defect Liability period.

6.7.3 The Contractor shall indemnify the Purchaser and keep the Purchaser indemnified to the extent of full

value of Free Issue Material (FIM) issued by the Purchaser for fabrication of items at Contractor‟s works

outside Purchaser‟s site, till such time the entire contract is executed and proper account for the FIM is

rendered by the former to the latter.

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

respective agents, against all claims, demands, damages, losses, costs and expenses of whatsoever nature

(including legal fees and expenses) in respect of :

a) bodily injury, sickness, disease or death, of any person whatsoever

b) damage to or loss of any property, real or personal (other than the facilities whether accepted or not)

arising in connection with design, manufacture, supply and delivery of the stores and remedying of any


GCC/SUPPLY-1/R-4 (28.12.2016) 30 of 54

defects, unless attributable to any negligence, wilful act or breach of the Contract by the Purchaser, its

employees, officers or their respective agents.

6.7.5 (a) The Contractor shall pay and indemnify the Purchaser against any liability in respect of any fees or

charges payable by him under any Act of Parliament, State Laws, any Government instrument, rule or

order and any regulations or by-laws of any Local authority in respect of the Stores prevailing on the date

of submission of tender.

(b) The Contractor shall indemnify and hold the Purchaser harmless from and against all claims, damages

and expenses arising out of his failure to obtain all permit and licenses which he is required to comply

with in respect of Laws, Ordinances, Regulations of the Central or State Government and/or Local/Public

Authorities.

6.7.6 Right of Recourse under Civil Liability for Nuclear Damages Act 2010 & Rule 2011 thereof;

(a) The Purchaser shall have Right to Recourse against the contractor in accordance with provisions under

Section 17(a) of Civil Liability for Nuclear Damage Act, 2010, with following limitations, as stipulated in

Rule 24 of the Civil Liability for Nuclear Damage Rules, 2011:

The Contractor‟s liability shall be to the extent of the Operator‟s liability under sub-section(2) of Section

6 of the Act or the value of the contract, whichever is less,

AND

The duration of Contractor‟s liability shall be limited to duration of initial license issued by AERB or the

product liability period, whichever is longer.

(b) The term “supplier” and the duration and extent of supplier‟s liability are explained in Rule 24 of the Civil

Liability for Nuclear Damage (CLND) Rules, 2011. For any questions relating to supplier‟s liability

under section 17 of the Civil Liability for Nuclear Damage (CLND) Act, 2010, Government of India‟s

clarifications dated February 08, 2015 may be referred to. These have been posted at the websites of

Ministry of External Affairs and the Department of Atomic Energy under the title “Frequently Asked

Questions and Answers on Civil Liability for Nuclear Damage Act 2010 and Related Issues”.

(c) In regard to contracts with manufacturers of or vendors for supply of systems, equipment, components, or

building of structures, or provision of services to nuclear installations which are operating or are under

construction or those to be installed in future for which NPCIL is the system designer and technology

owner, being responsible for safety design of such installations, NPCIL shall assume the role of supplier

in accordance with the explanation of the term “supplier” given in Rule 24 of the CLND Rules, 2011 and

in the context of section 17(a) and (b) of the CLND Act, 2010.

(d) Other suppliers can avail the Nuclear Suppliers‟ Special Contingency (Against Right of Recourse)

Insurance Policy provided by the India Nuclear Insurance Pool to cover any liability exposure under

section 17(a) and (b) of the CLND Act, 2010. NPCIL maintains the operator‟s statutory insurance under

the CLDN Act, 2010 by subscribing to the Nuclear Operator‟s Liability Policy offered by the India

Nuclear Insurance pool, thereby subrogating to the India Nuclear Insurance pool the operator‟s “right of

recourse” against suppliers under section 17(a) & (b) of the CLND Act, 2010.

6.8 Indemnity for Taxes and Duties

6.8.1 Contractor hereby protects, indemnifies and holds harmless the Purchaser from any and all claims or

liability for income, excess profits, customs duties, royalty or any other taxes, duties, penalties etc.,

assessed or levied by the government of India or by any appropriate authority thereof or by the

government of any other country against Contractor or its Subcontractor or against the Purchaser for or on

account of any payment made to or earned by Contractor or its Subcontractor hereunder.


GCC/SUPPLY-1/R-4 (28.12.2016) 31 of 54

Contractor further protects and holds the Purchaser harmless from all taxes assessed or levied against or

on account of wages, salaries or other benefits paid to Contractor‟s employees or employees of its

Subcontractor and all taxes assessed or levied against or on the account of any property or Equipment of

the Contractor.

6.8.2 Contractor shall give prompt notice to the Purchaser of all matters pertaining to non-payments, payment

under protest or claim for immunity or exemption from any taxes and duties.

6.8.3 The Contractor shall be responsible for filing all necessary Tax returns (including, without limitation,

returns for Corporate Income tax, Personal Income tax, Service tax, Sales tax and Excise Duty) with the

relevant Government Authorities in accordance with all applicable statutory requirements and shall be

responsible for providing all information requested by such Government Authorities.

6.8.4 The Contractor shall also ensure that its subcontractors file such returns as stipulated by the relevant

Government Authorities and furnish such information as requested for by the relevant Government

Authorities.

6.8.5 In certain situations, a Government Authority may treat the Purchaser as the representative assessee of the

Contractor and/or its subcontractors and recover the Taxes due to the Government Authority by the

Contractor or its subcontractors from the Purchaser. In such situations, the Purchaser shall have the

following rights:

(a) The Purchaser shall be entitled to recover from the Contractor, the Taxes paid on behalf of the

Contractor or its subcontractors (together with any costs and expenses incurred by the Purchaser in

connection therewith) or to retain the same out of any amounts to be paid to the Contractor or its

subcontractors that may be in its possession (whether due under this Contract or otherwise) and shall

pay only the balance, if any, to the Contractor; and

(b) If the Purchaser is required to furnish any details or documents in such capacity, the Purchaser shall

request the details or documents to be furnished to it by the Contractor and the Contractor shall

immediately furnish the same to the Purchaser. If the Contractor fails to comply with the foregoing,

any penalty/interest levied on the Purchaser for non-filing or late filing of details or documents in this

regard shall be recoverable from the Contractor.

6.9 Limitation of Liability

6.9.1 Except in cases of criminal negligence or wilful misconduct,

(a) the Contractor shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any

indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest

costs, provided that this exclusion shall not apply to any obligation of the Contractor to pay liquidated

damages and/or any other penalties/recovery etc. specifically provided for in the Contract, to the

Purchaser

(b) the aggregate liability of the Contractor to the Purchaser, whether under the Contract, in tort or

otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to the


GCC/SUPPLY-1/R-4 (28.12.2016) 32 of 54

cost of repairing or replacing defective equipment, or to any obligation of the Contractor to indemnify

the Purchaser with respect to IPR infringement.

6.10 Insurance

6.10.1 General Requirements for Insurances

The Contractor shall, “at his own cost”, take out and maintain in effect the following Insurance based on

reinstatement value during the performance of the contract and the Purchaser shall be named as co-

insured under all insurance policies. All Insurer‟s rights of subrogation against co-insured shall be

waived. Deductibles / excesses if any, under the insurance policies shall be borne by the Contractor. The

identity of the insurers and the type of policies shall be subject to the approval of the Purchaser.

Unless otherwise stated, insurances under this sub-clause shall cover all physical loss / damage and third

party liability subject only to minimum compulsory / general exclusions.

Alterations to the terms of insurance shall not be made without the approval of the Purchaser.

The required insurance coverage referred to and set forth in this clause shall in no way affect or limit

Contractor's liability with respect to performance of the work or any obligation under the contract / law.

6.10.2 Insurance of Free Issue Materials

The Contractor shall take out and maintain insurance policy as per GCC Sub-clause No. 9.2.3 (Insurance

of FIM), to cover loss or damage to FIM supplied by the Purchaser.

6.10.3 Cargo Insurance during Transport

During Marine transit (Sea/Air) and Inland transportation, covering loss or damage as per ICC – clause –

„A‟ with War / Strike-Riot-Civil Commotions (SRCC) provisions, for full replacement value of the

consignment/cargo from the Contractor‟s or Sub-contractor‟s works or Stores until arrival at Purchaser‟s

site.

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

6.10.5 Unless otherwise provided in the contract, the Contractor shall prepare and conduct all and any claims

made under the policies effected by it pursuant to this GCC sub-clause 6.10 and the monies payable by

any insurers to the Purchaser – as „Loss Payee‟ shall in turn be paid to the Contractor as per the procedure

outlined in GCC sub-clause 6.10.6 below. The Purchaser shall give to the Contractor all such reasonable

assistance as may be required by the Contractor in preparation and / or settlement of claims with the

insurers. With respect to insurance claims in which the Purchaser‟s interest is involved, the Contractor

shall not give any release or make any comprise with the insurer without the prior written consent of the

Purchaser.

6.10.6 a) Wherever the total damages / loss of equipment / materials would occur, the Contractor would be

entitled to payment to all amounts received from the insurer(s) except the following amounts :


GCC/SUPPLY-1/R-4 (28.12.2016) 33 of 54

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

services damaged / lost, excluding pro-rata initial / mobilization advance but including

the entire amount of Price Adjustment, if any, already paid to the Contractor.

(ii) taxes, duties, and other statutory levies, which have already been reimbursed by the

Purchaser.

In the event the claim money settled is less than the total of the amounts in (i) & (ii) above, then

the entire claim money settled will be retained by the Purchaser and the Contractor will forewith

pay the Purchaser the shortfall amount between the claim money received from the insurer(s) and

the total of the amounts as per (i) & (ii) mentioned above.

Subsequent payments, if any, due under the contract shall be regulated by the relevant terms of

payment.

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

damaged equipment / material to the satisfaction of the Purchaser, the Contractor shall be paid to

the extent of claims settled by the Insurer(s).

(c) In both the scenario‟s (a) & (b) above, any amount(s) disputed by the Insurers and / or not settled

/ paid by them shall be to the Contractor‟s account.

6.10.7 The Contractor shall ensure that, where applicable, its sub-Contractor(s) shall take out and maintain in

effect adequate insurance policies for their personnel and vehicles and for work executed by them under

the contract, unless such sub-Contractors are covered by the insurance policies taken out by the

Contractor

6.11 Force Majeure

6.11.1 Definition of Force Majeure

Force Majeure shall mean any event which is beyond the control of the Contractor or the Purchaser, as the

case may be, which they could not foresee or with a reasonable amount of diligence could not have

foreseen and which substantially affects the performance of the Contract, such as

a) war, hostilities or warlike operations (whether a state of war be declared or not), invasion, act of

foreign enemy and civil war,

b) rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, civil

commotion,

c) embargo, import restriction, confiscation, nationalization, mobilization, commandeering or requisition

by or under the order of Central, State Government or Local Authority in India or any other act or

failure to act, of any local, state or national government in India,

d) riot, State/region/country wide transporters strike,

e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone,

hurricane, storm, lightning and pressure waves or other natural disaster,

f) nuclear event causing nuclear radiation, radioactive contamination.

6.11.2 Notice of Force Majeure

If either party is prevented, hindered or delayed from or in performing any of its obligations under the

Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such

event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

A Party shall give notice to the other Party when it ceases to be affected by the Force Majeure.


GCC/SUPPLY-1/R-4 (28.12.2016) 34 of 54

6.11.3 Duty to Minimise the effect

The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the

effect thereof upon its or their performance of the Contract and to fulfil its or their obligations under the

Contract.

6.11.4 Consequences of Force Majeure

The party who has given notice of Force Majeure shall be excused from the performance or punctual

performance of its obligations under the Contract for so long as the relevant event of Force Majeure

continues and to the extent that such party‟s performance is prevented, hindered or delayed. The Time for

Completion shall be extended in accordance with GCC clause no. 12.1 (Extension of Time for

Completion), even though such force Majeure event may occur after Contractor‟s performance of his

obligations has been delayed for other cause.

No delay or non-performance by either party hereto caused by the occurrence of any event of Force

Majeure shall

(a) constitute a default or breach of the Contract,

(b) give rise to any claim for damages or additional cost or expense occasioned thereby;

if and to the extent that such delay or non-performance is caused by the occurrence of an event of Force

Majeure.

If the performance of the Contract is substantially prevented, hindered or delayed for a single period of

more than sixty (60) days or an aggregate period of more than one hundred and twenty (120) days on

account of one or more events of Force Majeure during the currency of the Contract, the parties will

attempt to develop a mutually satisfactory solution.

6.11.5 Force Majeure Affecting Sub-Contractor

If any Subcontractor is entitled under any contract or agreement relating to Supply of Stores to relief from

Force Majeure on terms additional to or broader than those specified in this Clause, such additional or

broader Force Majeure events or circumstances shall not excuse the Contractor‟s non-performance or

entitle him to relief under this Clause.

6.11.6 Limitations

Anything in this Contract to the contrary notwithstanding:

a) The affected Party shall not be relieved from obligations under this Contract to the extent any gross

negligence of the affected Party aggravates the Force Majeure Event; and

b) Force Majeure shall not apply to obligations of either Party to make payments to the other Party under

the Contract.

6.12 Liability of the Government of India

6.12.1 The Purchaser is an independent legal entity with power and authority to enter into Contracts solely on its

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


GCC/SUPPLY-1/R-4 (28.12.2016) 35 of 54

6.12.2 It is expressly stated that the Purchaser while entering into an agreement with the Contractor is doing so

solely on its own behalf. The Government of India is not a party to the agreement and has no liability,

obligations or rights in the deal.

6.12.3 It is expressly stated that the Purchaser is not an agent, representative or delegate of the Government of

India and the latter shall not be liable for any act, omission, commission, breaches or other wrongs arising

out of the Contract.

6.12.4 Accordingly, the Purchaser expressly waives releases and forgoes any and all actions or claims, including

cross claims, or counter claims against Government of India arising out of the Contract.

7 WORK PROGRAM

7.1 Contractor’s Organization

7.1.1 The Contractor shall deploy required number of qualified, experienced professionals in design,

engineering, planning, procurement, quality surveillance, etc. as committed under the Schedule of Key

Personnel at the time of submission of tender and shall submit to the Purchaser and Project Manager a

chart showing the proposed organization to be established by the Contractor, for carrying out work at

Contractor‟s / Subcontractors premises. The chart shall include the identities of the key personnel together

with the curricula vitae of such key personnel to be employed within twenty-one (21) days of the

Effective Date. The Contractor shall promptly inform the Purchaser and the Project Manager in writing of

any deletion or alteration of such an organization chart.

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

work. The organization set up shall indicate number, category and grade of personnel in different

disciplines, to ensure satisfactory and timely completion of the package contract. Cost and time over runs

arising out of insufficient deployment of manpower and non-supply of materials by contractor will be to

the contractor‟s account.

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

targets, the contractor shall plan to carry out all the activities connected with the contract on two shifts or

round the clock shift basis right from the initial stages. Sufficient number of engineering and supervisory

staff and labour force will have to be deployed in each shift to ensure that the schedules/ milestone targets

are met.

7.2 Program of Performance

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

Manager a detailed program of performance of the Contract, made in the form specified in the Contract

or acceptable to the Purchaser and showing the sequence in which it proposes to design, engineering,

procurement, manufacture, inspect test and supply the Stores, as well as the date by which the Contractor

reasonably requires that the Purchaser shall have fulfilled its obligations under the Contract so as to

enable the Contractor to execute the Contract in accordance with the program and to achieve Completion

in accordance with the Contract. The program so submitted by the Contractor shall accord with the Time

Schedule included in the corresponding Section (Time Schedule) of the Contract and any other dates and

periods specified in the Contract.

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

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


GCC/SUPPLY-1/R-4 (28.12.2016) 36 of 54

granted in accordance with GCC clause no. 12.1 (Extension of Time for Completion), and shall submit all

such revisions to the Project Manager with a copy to the Purchaser.

7.3 Work Procedures

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

Contract.

7.3.2 The Contractor may execute the Contract in accordance with its own standard project execution plans and

procedures to the extent that they do not conflict with the provisions contained in the Contract.

7.4 Progress of Performance

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

month to monitor the progress of work.

7.4.2 If at any time the Contractor‟s actual progress falls behind the program referred to in GCC sub-clause no.

7.2 (Program of Performance), or it becomes apparent that it will so fall behind, the Contractor shall, at

the request of the Purchaser or the Project Manager, prepare and submit to the Project Manager a revised

program, taking into account the prevailing circumstances and shall notify the Project Manager of the

steps being taken to expedite progress so as to deliver the Stores within the Contractual Delivery Date

under GCC sub-clause no. 4.2.2, any extension thereof entitled under GCC sub-clause no. 12.1 (Extension

of Time for Completion), or any extended period as may otherwise be agreed upon between the Purchaser

and the Contractor.

7.5 Progress Report

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

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

7.5.2 The progress report shall be in a form acceptable to the Project Manager and shall indicate: (a) percentage

completion achieved compared with the planned percentage completion for each activity; and (b) where

any activity is behind the program, giving comments and likely consequences and stating the corrective

action being taken.

7.6 Hindrances

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

the work, in an approved format. The Contractor shall get record of hindrances in the Hindrance

Register(s) approved / endorsed by the Project Manager. Such hindrance in the work endorsed by the

purchaser‟s authority will only be taken into consideration for granting time extension.

8 DESIGN AND ENGINEERING

8.1 General Design Obligation

8.1.1 The Contractor shall undertake all design and engineering to the extent specified in Technical

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

the provisions of the contract.


GCC/SUPPLY-1/R-4 (28.12.2016) 37 of 54

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

Contractor shall review and provide for all required interfaces between items and also interfaces between

items covered under the contract with all external interfaces to other items covered by Purchaser/ other

contractors‟ and ensure effective and efficient working of the interconnected systems of Purchaser‟s units.

8.1.3 Preparation of design, engineering drawings and other documents for the Stores by the Contractor shall be

such that the Stores manufactured and supplied by the Contractor are capable of meeting the Performance

Guarantees and will be such as could be legally, safely and reliably placed in commercial operation by the

Purchaser in accordance with prudent engineering practices.

8.1.4 The Contractor shall co-operate with the Purchaser‟s other Contractors and suppliers (if any) in the design

and engineering and otherwise accommodate their reasonable interface and interconnection requirements

within the limitations of Contractor's design and scope of work hereunder, provided that Purchaser's other

Contractors and suppliers shall also similarly co-operate with the Contractor. In case of any non-

agreement between the Contractor and Purchaser‟s other contractors & suppliers in this regard, the

decision of the Purchaser shall be final and bidding on all the parties.

8.2 Codes and Standards

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

Contract shall be executed, the edition or the revised version of such codes and standards current at the

date, one (01) day prior to date of Price bid opening shall apply unless otherwise specified. During the

Contract execution, any changes in such codes and standards shall be applied after approval by the

Purchaser and shall be treated in accordance with GCC clause no. 11 (Changes in the Scope of Work).

8.3 Review / Approval of Contractor’s Documents

8.3.1 The furnishing of engineering drawing/document by the Contractor shall be done in a phased manner in

accordance with the Schedule as specified in the technical specifications and/or as mutually agreed

between the Purchaser and the Contractor. The review of these Drawing/Data by the Purchaser will cover

only general conformance of the Drawing/Data to the specifications and documents. This review and/or

approval by the Purchaser shall not be construed by the Contractor, as limiting any of his responsibilities

and liabilities for mistakes and deviations from the requirements specified under these specifications and

documents. Only deviations accepted by the Purchaser through official letter from Project Manager or

through approved Design Concession Request (DCR) shall be considered as accepted deviations to

Technical Specifications.

8.3.2 The Contractor shall prepare (or cause its Sub-contractors to prepare) and furnish to the Project Manager

the documents after due diligent checking and internal approval of the Contractor, that as per Technical

Specifications require approval or review by the Purchaser. Any part of the Stores covered by or related to

the documents to be approved by the Project Manager shall be executed only after the Project Manager‟s

approval thereof. GCC sub-clauses no. 8.3.3 to 8.3.7 shall apply to those documents requiring the Project

Manager‟s approval, but not to those furnished to the Project manager for its review only.

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

Manager‟s approval in accordance with GCC Sub-Clause no. 8.3.2 or the agreed date of submission of

such documents as per schedule, whichever is later, the Project Manager shall either return one copy

thereof to the Contractor with its approval endorsed thereon or shall notify the Contractor in writing of its

disapproval thereof and the reasons therefore and the modifications that the Project Manager proposes. If


GCC/SUPPLY-1/R-4 (28.12.2016) 38 of 54

the Project Manager fails to take action within the said fourteen (14) days, then the Contractor shall be

entitled to extension of time in accordance with GCC Clause no. 12.1 (Extension of Time for

Completion). For documents submitted by the Contractor for Project Manager‟s approval, beyond

scheduled/agreed date, the Contractor‟s right to claim time extension as above shall stand extinguished.

8.3.4 The Project Manager shall not disapprove any document, except on the grounds that document does not

comply with Technical Specifications of the Tender or applicable codes/ standards or that it is contrary to

good engineering practice.

8.3.5 If the Project Manager disapproves the document, the Contractor shall modify the document and resubmit

it within seven (7) days for the Project Manager‟s approval in accordance with GCC sub-clause no. 8.3.3.

If the Project Manager approves the document subject to modification(s), the Contractor shall make the

required modification(s), where upon the document shall be deemed to have been approved.

8.3.6 The Project Manager‟s approval, with or without modification of the document furnished by the

Contractor, shall not relieve the Contractor of any responsibility or liability imposed upon it by any

provisions of the Contract except to the extent that any subsequent failure that results from modifications

required in writing by the Purchaser.

8.3.7 All costs due to modifications/revisions to documents, drawings and associated re-engineering etc.

required to be carried out by the Contractor due to Purchaser‟s comments on Contractors documents/

drawings etc, shall be to the account of the Contractor.

8.3.8 The Contractor shall be responsible for making all necessary alterations of the Stores/ Facilities which are

occasioned due to any discrepancies, errors or omission in the drawings or other particulars submitted by

the Contractor irrespective of whether these have been approved by the Purchaser or not provided that

such discrepancies, errors or omissions are not because of inaccurate information furnished in writing to

the Contractor by or on behalf of the Purchaser. If the Contractor fails to make such alterations, the

Purchaser may do so at the risk and cost of Contractor. In addition to above, any and all other expenditure

incurred by the Purchaser in this connection shall also be to the account of the Contractor.

8.3.9 The Contractor shall not depart from any approved document unless the Contractor has first submitted to

the Project Manager an amended document and obtained Project Manager‟s approval thereof, pursuant to

provisions of this GCC clause no. 8.3 (Review / Approval of Contractor‟s Documents). If the Project

Manager requests any change in any already approved document and/or in any document based thereon,

the provisions of GCC clause 11 (Change in the Scope of Work) shall apply to such request.

8.3.10 The Contractor shall submit hard copies, reproducible and soft/scanned copies with passwords of all

drawings / documents including all latest/ as built drawings, to the Purchaser.

9 PROCUREMENT AND SUPPLY

9.1 General Provisions

9.1.1 The Contractor shall manufacture and/or procure and transport all the Stores in an expeditious and orderly

manner to the Site. The Contractor shall complete the process of placement of Purchase Order(s) on its

subcontractors and complete the procurement process in the respective time limits specified for these

activities in Technical Specifications.


GCC/SUPPLY-1/R-4 (28.12.2016) 39 of 54

9.1.2 Procurement, Manufacture and Supply of Stores by the Contractor or Sub-contractor(s) shall be subjected

to Purchaser‟s Quality Assurance (QA) requirement as per GCC clause no. 10 (Quality Assurance,

Inspection, Acceptance and Rejections).

9.2 Free Issue Materials (FIM)

9.2.1 For certain fabrication of items under supply portion, if specified in the tender, the Purchaser shall

provide Free Issue Material (FIM) to Contractor, as per quantities/sizes alongwith costs of such material

mentioned in the tender.

9.2.2 The Contractor shall submit cutting diagram or appropriate proposal for optimal utilisation of the FIM.

The cutting diagram or such proposal as approved by the Purchaser's Engineer shall form a part of the

Contract.

9.2.3 Unless otherwise specially mentioned in the Contract, on issue of the Contract, the Contractor shall be

advised to collect the FIM from any of the Purchaser's Stores at various sites/ headquarter and shall take

an Insurance Policy for the value of the FIM. The Insurance Policy shall be valid till the contractual/

actual delivery date or till the execution of the Contract and shall cover the following.

INSURED Name and address of the Contractor

BENEFICIARY Nuclear Power Corporation of India Limited, acting through Executive

Director, Directorate of Contracts and Materials Management or any other

officials authorised by NPCIL, .................. (address)

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

strike, theft, and any damages arising out of external sources such as damages

due to the materials falling on Purchaser‟s materials.

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

the period during which the materials will remain in his possession. The Contractor shall take all

necessary precautions against any loss, deterioration or destruction of the FIM from whatever cause

arising whilst the said material remains in his possession and/or his custody or control. The Contractor

shall also not mix-up the material in question with any of his goods and shall render true and proper

account of the material actually used. The decision as to whether the Contractor has occasioned any loss,

deterioration or destruction of the FIM whilst in his possession, custody or control from whatever cause

arising, as also the decision regarding quantum of the damages suffered by the Purchaser shall be final

and binding upon the Contractor.

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

Contractor to the Purchaser for acceptance. On acceptance of the Insurance Policy and Indemnity Bond

submitted as per GCC clause no. 3.4.7, by the Purchaser, the Contractor shall lift the FIM from

Purchaser's Stores at his own cost.


GCC/SUPPLY-1/R-4 (28.12.2016) 40 of 54

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

Contract (GCC clause no. 13.2), the Contractor shall prepare a full account of the material used for the

fabrication and the balance available with him for return to the Purchaser. This account of FIM shall be

verified and accepted by the Project Manager before the Contractor is allowed to return the balance

material to Purchaser‟s Stores against such authorisation in writing.

9.2.7 The FIM account, accepted by the Project Manager alongwith proof of receipt of balance material by the

Stores Officer (Consignee), shall be produced by the Contractor for the release of the final payment to the

Contractor.

9.2.8 The Purchaser at all times have the right to enter the Contractor's premises where the free issue materials

are stored or where the free issue materials are under manufacture.

9.2.9 The Purchaser at his discretion may allow the balance material such as scrap, cut bits to be retained by the

Contractor in which event the value to be assigned to the balance material will be mutually agreed

between the Purchaser and the Contractor and the agreed amount shall be debited to the Contractor's

account while settling his final payment.

9.3 Packing and Marking

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

Document. The Contractor shall be responsible for the Stores being sufficiently and properly packed and

crated for transport by sea, air, rail or road, so as to ensure that they are free from any loss or damages till

their arrival at destination. The packing and marking of packages shall be done by and at the expense of

the Contractor.

9.3.2 Each package shall contain a Packing Note quoting Contract number and date, copy of Shipping Release

and one set of copy of test certificates. Each package shall be marked with name and address of the

Contractor, Contract No and date, brief description of the Stores and name and address of the Consignee,

dimensions, weight, lifting points and special handling instructions, if any.

9.4 Transportation

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

which any major plant and machinery or other major goods will be delivered to the Site stating details

such as the description of the Stores, the point and means of dispatch, and the estimated time of arrival at

the Site.

9.4.2 For Contracts placed on free and safe delivery to Purchaser‟s site basis:

i) The Contractor shall transport at his own risk and expense and deliver the Items at the

destination specified by the Purchaser on free and safe delivery basis, by selecting any safe

mode of transport unless otherwise stated in the contract.

ii) Unless otherwise expressly mentioned in the Contract, the Contractor shall pay and bear all

freights and all costs and expenses for transporting the items to the place of delivery specified

in the Contract and the price specified in the Contract shall be inclusive of all such packing,

handling, forwarding, freight and transit insurance charges. The Contractor shall however,

indicate the break up price towards freight and transit insurance charges.

iii) Unless otherwise provided in the Contract, the Contractor shall be entitled to select any safe

mode of transport without any transhipment, to carry the Plant and Equipment.


GCC/SUPPLY-1/R-4 (28.12.2016) 41 of 54

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

for transportation of the Stores to the Site. The Contractor shall indemnify and hold harmless

the Purchaser from and against any claim for damage to roads, bridges or any other traffic

facilities that may be caused by the transport of the Stores to the Site.

v) The Contractor shall indemnify and hold the Purchaser harmless against and from all

damages, losses and expenses (including legal fees and expenses) resulting from the transport

of Stores and shall negotiate and pay all claims arising from their transport.

vi) In the event any stores or item is damaged, lost, stolen, destroyed or otherwise impaired while

in storage or transit, Contractor shall at its own expense and cost restore or replace such

affected stores or item.

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

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

9.4.4 High Seas Sale

All imported capital goods and spares procured by indigenous contractor from foreign sub-contractor, to

be delivered directly to the Purchaser‟s site from the port of import, shall be cleared on High Seas Sale

basis, at the price as shown in the Contract. In the event foreign Sub-contractor‟s invoice values exceeds

the corresponding value shown in the Contract, implication if any towards Customs Duty shall be to the

Contractor‟s account.

The contractor shall furnish all necessary documents for executing the High Seas sale agreement. In case

of delay / failure in submission of documents, the demurrage charges, penalty, sales tax, etc. shall be

borne by the contractor. Not withstanding High Seas sales, the Contractor shall remain responsible for all

work of port handling / clearance, inland transportation to site and till safe delivery of Stores at

Purchaser‟s site.

9.4.5 Documentation for Supply of Imported Items

At least three (3) days prior to the embarkation for India of each shipment of Stores, the Contractor shall

send a tele-fax to Purchaser setting forth the following information concerning each such shipment:

i) A description of the Stores contained in such shipment

ii) The date of embarkation and departure

iii) The port of origin

iv) The means of shipment (air or sea)

v) The estimated date of arrival in India compared with Contract Network Schedule

vi) The port of entry in India

vii) The value of the shipment

viii) The approximate weight and volume (gross and net)

ix) The name, flag and owner of the vessel if shipment is by sea or the designation of aircraft if

shipment is by air and

x) The number and value of bill of lading or airway bill.

Within three (3) days after embarkation for India of each shipment, the Contractor shall send to Purchaser

by courier for information, a copy of each of the following documents:

i) Shipping documents consisting of full set clean bill of lading;


GCC/SUPPLY-1/R-4 (28.12.2016) 42 of 54

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

subject cargo is insured under marine cargo insurance;

iii) Invoice with itemised prices duly signed by Contractor;

iv) Copy of packing lists for each separate package;

v) Shipping release issued by Purchaser or his authorized representation;

vi) Certificate of origin;

vii) Any other documents needed for import clearance.

9.4.6 Documentation for Supply of Indigenous Items

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

each of the following documents:

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

ii) Certificate of insurance;

iii) Invoice with itemised prices duly signed by Contractor.

iv) Copy of packing lists for each separate package;

v) Any other documents needed for excise / octroi clearance.

vi) Shipping release issued by Purchaser or his authorized representation;

vii) Contractor shall also be responsible for obtaining clearances for all indigenous items from excise,

octroi, entry tax etc. for timely and safe delivery of items to the site.

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

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

9.5 Custom Clearance (For imported items ordered by indigenous main contractor from foreign sub-

contractor)

9.5.1 The Contractor‟s scope of work shall include obtaining all customs clearance, completing all clearance

formalities and handling at all ports of all equipment and material of non–Indian origin including those

where Purchaser is named importer.

9.5.2 The Contractor shall, at its own expense; handle all imported Stores at the point(s) of import and shall

handle any formalities for customs clearance. This clause shall be read in conjunction with ITT clause no.

9.0 for the purpose of Customs Duty. The Purchaser will make available to the Contractor all documents /

applications that are required to be made in the name of the Purchaser as per applicable laws or

regulations including requisite documents or certifications as per the extant rules and procedures for

availing the exemptions/concessions in Customs Duty, if any. However, it is the responsibility of the

Contractor to approach the Purchaser and obtain necessary documents / certificates from the Purchaser

well in advance.

9.5.3 The Contractor shall be responsible for the timely clearance of Stores through customs and for all

necessary documentation and procedural matters associated there with. The Contractor shall be

responsible for meeting the agreed contractual dates notwithstanding any customs delays and will not be

entitled to extension of time for completion of supply, it being the Contractor‟s responsibility to allow

sufficient time for clearance through customs.


GCC/SUPPLY-1/R-4 (28.12.2016) 43 of 54

9.6 Training

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

Purchaser‟s engineering or technical personnel for operation and maintenance of the Stores. The

Purchaser shall bear boarding, lodging and travelling expenses of its personnel deputed for such training.

9.7 Manuals

Contractor shall submit to Purchaser, the manuals required for the Stores as listed in the technical

specification including but not limited to:

9.7.1 Quality Control Manual:

Quality assurance for material, procurement, manufacturing, packing and forwarding, preservation at site,

erection / Construction including field quality plan etc. shall be furnished with the bid by the Contractor

conforming to the standards to be employed by Contractor under the contract

9.7.2 Instruction manuals for equipments / systems:

Contractor shall forward Instruction Manuals, for operation and maintenance along with dispatch of

respective equipments/systems required for the plant, as provided by manufacturer / suppliers of

equipments / systems.

9.7.3 Operating Manual (Comprehensive & Integrated):

Contractor shall prepare and deliver to Purchaser, the Operating Manual having, but not limited to

complete equipment and system instructions for the start-up, operation and maintenance of the plant.

Contractor shall consult with Purchaser in the preparation of the Operating Manual and Purchaser will be

permitted to make recommendations as to the final form and substance of the Operating Manual. The

Operation Manual shall be consistent with Prudent Utility Practices, such that the various operations

under anticipated operating conditions, result in operation of the Stores at the capacity, efficiency,

reliability, safety and maintainability levels contemplated in the contract and shall in no way impair any

warranty or guarantee on equipment, materials or services relating to the Stores supplied by Contractor

under the contract.

10 QUALITY ASSURANCE, INSPECTION, ACCEPTANCE AND REJECTIONS

10.1 Quality Assurance Program

10.1.1 The Stores under the scope of this Contract whether manufactured or performed within the Contractor‟s

Facilities or at his Sub-contractor‟s premises or at the Purchaser‟s site or at any other place of work shall

be subjected to quality surveillance commensurate with Purchaser‟s QA programme to control such

activities at all stages necessary, and inspection by the Purchaser‟s authorised Quality Surveillance

Engineer.

10.1.2 Quality Management System of Contractor: In order to provide assurance to the purchaser, the contractor

shall, based on the Purchaser's QA Programme, prepare a QA manual, which shall be finally accepted by

the Purchaser after discussions before commencement of work. The Quality Management System of the

contractor shall generally cover, but not limited to the following:

a) His organization structure for the management and implementation of the proposed quality

management system including interfaces.

b) Design capabilities & control.

c) Documentation control system.


GCC/SUPPLY-1/R-4 (28.12.2016) 44 of 54

d) Qualification data for Contractor‟s key personnel.

e) The procedure for purchase or materials, parts, components and selection of Sub-contractor‟s services

including vendor analysis, source inspection, incoming raw material inspection, verification of

materials purchased etc.

f) Traceability of material used in production.

g) System for shop manufacturing and construction/fabrication controls through QA plans.

h) Control of non-conforming items and system for corrective and preventive actions, including disposal

of non-conforming items.

i) Inspection and test procedures for manufacturing activities.

j) Control of calibration and testing of inspection, measuring and testing equipment

k) System of indication and appraisal of inspection status.

l) System of quality audits.

m) Training, certification and authorization of personnel.

n) System for authorizing release of manufactured product to the Purchaser. System of intimation by the

contractor, and approval by the Purchaser of stages of completion of Stores.

o) System for maintenance of records.

p) System for handling, storage, preservation and delivery of items.

10.1.3 In addition, the contractor shall establish a quality plan detailing out the specific quality control procedure

to be adopted for controlling the quality characteristics relevant to each item of Stores which are to be

supplied as per the contract, in consultation with the Project Manager and have it approved by him before

start of the work. The contractor shall also submit a list of all key persons to be engaged in the contract,

along with their qualification, experience, organizational position etc.

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

upon mutually between Purchaser and Contractor, is being implemented by contractor and his sub-

contractor, and not inspection. NPCIL QA will carry out random quality check, for which certain

tests/inspections may be required to be repeated, as stipulated in approved QAP. For compliance with

above requirements, “Quality Assurance in Supply contracts” attached in the tender document shall be

followed.

10.1.5 The Contractor shall be required to submit the relevant Quality Assurance document within three weeks

of completion, which shall include relevant test reports connected with all engineering controls adopted

by him during manufacture/construction. The Project Manager/ Purchaser or his duly authorized

representative reserves the right to carry out Quality Audit and Quality Surveillance of the systems and

procedures of the Quality Management and Control Activities of the Contractor/ his vender.

10.2 Inspection, Testing and Rejection

10.2.1 The Project Manager, his duly authorised representative and/or an outside inspection agency acting on

behalf of the Purchaser shall have at all reasonable times access to the Contractor‟s premises or facilities

and shall have the power at all reasonable times to inspect and examine the materials and workmanship

during manufacture and if part of the Stores is being manufactured or assembled at other premises or

works, the Contractor shall obtain for the Project Manager and for his duly authorised representative

permission to inspect as if the Stores were manufactured or assembled on the Contractor‟s own premises.


GCC/SUPPLY-1/R-4 (28.12.2016) 45 of 54

10.2.2 The Contractor shall give the Purchaser‟s Personnel full opportunity to carry out these activities,

including providing access, facilities, permissions and safety equipment. No such activity shall relieve the

Contractor from any obligation or responsibility.

10.2.3 The Stores (in part or full) shall be offered by the Contractor for inspection at place of manufacture and/or

on the site or at such places as may be specified by the Inspector at the Contractor's risk, expense and

cost. The Contractor shall give notice of readiness of Stores for inspection to the Inspector and shall

perform all tests and inspection in presence of the Inspector as per the terms of the Purchase specifications

and approved inspection plan. In default of such notice, the Project Manager/ Purchaser shall be entitled

to appraise the quality and extent thereof.

10.2.4 Test Certificates and Guarantee Certificates if required by the Inspector shall be obtained and furnished to

him free of cost by the Contractor and/or from the specified agency.

10.2.5 The Contractor shall promptly forward to the Purchaser duly certified reports of the tests. When the

specified tests have been passed, the Purchaser shall endorse the Contractor‟s test certificate, or issue a

certificate to him, to that effect.

10.2.6 Where consignments are required to be delivered / despatched after inspection by the Inspector as per the

Contract, a "Shipping Release" issued by the Inspector shall be enclosed along with the delivery challan

or other shipping documents viz. (Lorry Receipt, Railway Receipt) accompanying the consignments.

10.2.7 The Contractor agrees that neither the execution of a test and/or inspection of Stores or any part of the

Stores, nor the attendance by the Purchaser, nor the issue of any test certificate, shall release the

Contractor from any other responsibilities under the Contract.

10.2.8 If any dispute or difference of opinion shall arise between the parties in connection with or arising out of

the test and/or inspection of the Stores that cannot be settled between the parties within a reasonable

period of time, it may be referred to Arbitration for determination in accordance with GCC clause no. 14

(Settlement of Disputes).

10.2.9 Except as otherwise specified in the Contract, the Contractor shall provide all apparatus, assistance,

documents and other information, electricity, equipment, fuel, consumables, instruments, labour,

materials, and suitably qualified and experienced staff, as are necessary to carry out the specified tests

efficiently. The Contractor shall agree, with the Purchaser the time and place for the specified testing of

any Stores.

10.2.10 The Purchaser may require the Contractor to carry out any test and/or inspection not covered by the

Contract, provided that the Contractor‟s reasonable costs and expenses along with taxes & duties as

applicable, incurred in the carrying out of such test and/or inspection shall be payable extra by the

Purchaser. Further, if such test and/or inspection impedes the progress of work on the Stores and/or the

Contractor‟s performance of its other obligations under the Contract, due allowance will be made in

respect of the Time for Completion and the other obligations so affected.

10.2.11 The stores received by the Purchaser will also be subject to inspection and test as may be considered

necessary by the Quality Surveillance Engineer / Purchaser and his decision as regards rejection of Stores

shall be final and binding on the Contractor. If any stores are rejected as aforesaid, without prejudice to

the foregoing provision, the Purchaser shall be at liberty to:


GCC/SUPPLY-1/R-4 (28.12.2016) 46 of 54

a) Allow the Contractor to resubmit without prejudice to the Purchaser‟s right to claim and recover

Liquidated Damages as provided in GCC clause no.6.2 (Delay in Supply), Stores in replacement of

those rejected within a time specified by Purchaser, the contractor bearing the cost of freight for such

replacement without being entitled to any extra payment thereof.

b) Buy the quantity of Stores rejected or other items of similar nature from elsewhere at the risk and cost

of the Contractor in accordance with the provisions contained in GCC clause no. 13.2 (Cancellation /

Termination of Contract in Full or Part).

10.2.12 Any Stores submitted for inspection and rejected by the Inspector must be removed by the Contractor

within fourteen days from the date of receipt of intimation of rejection provided that in case of dangerous,

infected or perishable Stores, the Inspector (whose decision shall be final) shall notify the Contractor to

remove such Stores within 48 hours of receipt of intimation of rejection and it shall be the duty of the

Contractor to remove such rejected Stores and the same shall lie at the Contractor's risk from the time of

such rejection and if not removed within the aforementioned time, the Purchaser shall have the right either

to return the rejected Stores to the Contractor at the Contractor's risk by such mode of transport as

Purchaser may select, dispose off or segregate such Stores as he thinks fit at the Contractor's risk and on

his account and appropriate such portion of the proceeds as may be necessary and recover any damages or

expenses incurred by the Purchaser in connection with said sale and storage, if any. Freight paid by the

Purchaser on Stores received and rejected after examination at destination shall be recoverable from the

Contractor.

10.3 Supervision of Erection & Commissioning:

10.3.1 The Contractor shall depute qualified personnel to Purchaser‟s site during erection and commissioning of

the Stores as specified in SCC/ Contract.

11 CHANGE IN THE SCOPE OF WORK

11.1 Right to vary

11.1.1 Purchaser shall have the right to propose, and order the Contractor from time to time during the

performance of the Contract to make any change, modification, addition or deletion to, in or from the

Stores (hereinafter called “Change”), provided that such Change falls within the general scope of the

work and does not constitute unrelated work and that it is technically practicable, taking into account both

the state of advancement of the work and the technical compatibility of the Change envisaged with the

nature of the Stores as specified in the Contract.

11.1.2 The Contractor may from time to time during its performance of the Contract propose to the Purchaser

(with a copy to the Project Manager) any Change that the Contractor considers necessary or desirable.

The Purchaser may at its discretion approve or reject any Change proposed by the Contractor.

11.1.3 Notwithstanding GCC sub-clauses no. 11.1.1 and 11.1.2, no change made necessary because of any

default of the Contractor in the performance of its obligations under the Contract and/or for Contractor‟s

convenience, shall be deemed to be a Change, and such change shall not result in any adjustment of the

Contract Price or the Time for Completion.

11.2 Changes Originating from Purchaser


GCC/SUPPLY-1/R-4 (28.12.2016) 47 of 54

11.2.1 If the Purchaser proposes a Change pursuant to GCC sub-clause no.11.1.1, it shall send to the Contractor

a “Request for Change Proposal,” requiring the Contractor to prepare and furnish to the Project Manager

as soon as reasonably practicable a “Change Proposal,” which shall include the following:

(a) brief description of the Change

(b) effect on the Time for Completion

(b) estimated cost of the Change

(c) effect on Functional Guarantees (if any)

(d) effect on any other provisions of the Contract.

11.2.2 Upon receipt of the Change Proposal, the Purchaser and the Contractor shall mutually agree upon all

matters therein contained. Within thirty (30) days after such agreement, the Purchaser shall, if it intends to

proceed with the Change, issue the Contractor with a Change Order.

If the Purchaser is unable to reach a decision within thirty (30) days, it shall notify the Contractor with

details of when the Contractor can expect a decision.

If the Purchaser decides not to proceed with the Change for whatever reason, it shall, within the said

period of thirty (30) days, notify the Contractor accordingly.

11.2.3 If the Purchaser and the Contractor cannot reach agreement on the price for the Change, an equitable

adjustment to the Time for Completion, or any other matters identified in the Change Proposal, the

Purchaser may nevertheless instruct the Contractor to proceed with the Change by issue of a “Pending

Agreement Change Order.”

Upon receipt of a Pending Agreement Change Order, the Contractor shall immediately proceed with

effecting the Changes covered by such Order. The parties shall thereafter attempt to reach agreement on

the outstanding issues under the Change Proposal.

If the parties cannot reach agreement within ninety (90) days from the date of issue of the Pending

Agreement Change Order, then the matter may be resolved in accordance with the provisions of GCC

clause no. 14 (Settlement of Disputes).

11.3 Changes Originating from Contractor

11.3.1 If the Contractor proposes a Change pursuant to GCC sub-clause no. 11.1.2, the Contractor shall submit

to the Project Manager a written Change Proposal giving reasons for the proposed Change and including

the information specified in GCC sub-clause no. 11.2.1. Upon receipt of the Change Proposal, the parties

shall mutually agree on cost implications thereof.

12 TIME EXTENSION

12.1 Extension of Time for Completion

12.1.1 The Time(s) for Completion specified in the Contract pursuant to GCC sub-clause no. 4.2.2 shall be

extended if the Contractor is delayed or impeded in the performance of any of its obligations under the

Contract by reason of any of the following:

(a) any Change in the Scope of Work as provided in GCC clause no. 11.

(b) any occurrence of Force Majeure as provided in GCC clause no. 6.11,

(c) any delay in approval of drawing / document by the Purchaser, under GCC Sub-clause no. 8.3.3.

(d) any default or breach of the Contract by the Purchaser, specifically including failure to supply the

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

the Purchaser.


GCC/SUPPLY-1/R-4 (28.12.2016) 48 of 54

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

7.6 (Hindrances)

(f) any other matter specifically mentioned in the Contract

by such period as shall be fair and reasonable in all the circumstances and as shall fairly reflect the delay

or impediment sustained by the Contractor

12.1.2 Except where otherwise specifically provided in the Contract, the Contractor shall submit to the Purchaser

a request for an extension of the Time for Completion, together with particulars of the event or

circumstance justifying such extension as soon as reasonably practicable after the commencement of such

event or circumstance. As soon as reasonably practicable after receipt of such request and supporting

particulars, the Purchaser shall intimate the Contractor the period of such extension. In the event that the

Contractor does not accept the Purchaser‟s estimate of a fair and reasonable time extension, the

Contractor shall be entitled to refer the matter for resolution, pursuant to GCC clause no. 14 (Settlement

of Disputes).

12.1.3 The Contractor shall at all times use its reasonable efforts to minimize any delay in the performance of its

obligations under the Contract.

12.1.4 The Purchaser shall extend the time(s) for completion as agreed between the parties pursuant to GCC sub-

clause no. 12.1.2 without levy of Liquidated Damages. In the event of grant of such extension of time, the

Purchaser shall also reimburse the contractor increase in Statutory levies, if any, in the extended delivery

period.

12.1.5 In the event of grant of extension of time as per this GCC clause no. 12.1 (Extension of Time for

Completion), the provisions of price adjustment as per GCC clause no. 5.4 (Price Adjustment) shall also

be applicable in this extended time for completion subject to overall ceiling of price adjustment as per

GCC sub-clause no. 5.4.3 (a) and (b) and as per provision of GCC sub-clause no. 5.5.6.

12.1.6 In the event of extension of time for delays due to reasons attributable to the Contractor, the provisions of

this GCC clause no. 12.1 (Extension of Time for Completion) shall not be applicable and provisions of

GCC clause no. 6.2 (Delay in Supply) and/or GCC clause no. 13.2 (Cancellation / Termination of

Contract in Full or Part) shall be applicable in such cases.

13 FORECLOSURE AND TERMINATION

13.1 Foreclosure of Contract

13.1.1 If at any time after acceptance of the tender / during execution of work the Purchaser shall decide to

abandon or reduce the scope of the work for any reason whatsoever and hence not require the whole or

any part of the work to be carried out, the Purchaser shall give notice in writing to that effect to the

Contractor and the Contractor shall have no claim to any payment of compensation or otherwise

whatsoever, on account of any profit or advantage which he might have derived from the execution of the

work in full but which he did not derive in consequence of the foreclosure of the whole or part of the

Contract.

13.1.2 Upon receipt of the notice of foreclosure under GCC sub-clause no. 13.1.1, the Contractor shall either

immediately or upon the date specified in the notice of foreclosure

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


GCC/SUPPLY-1/R-4 (28.12.2016) 49 of 54

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

b) Terminate all subcontracts, except those to be assigned to the Purchaser pursuant to paragraph „d (ii)‟

below

c) Stop all further purchasing and/ or subcontracting activities related to work foreclosed.

d) In addition, the Contractor, subject to the payment specified in GCC sub-clause 13.1.4, shall

i) deliver to the Purchaser the parts of the Stores executed by the Contractor up to the date of

foreclosure

ii) to the extent legally possible, assign to the Purchaser all right, title and benefit of the Contractor

to Stores as of the date of foreclosure, and, as may be required by the Purchaser, in any

subcontracts concluded between the Contractor and its Subcontractors.

iii) deliver to the Purchaser all non-proprietary drawings, specifications and other documents

prepared by the Contractor or its Subcontractors as at the date of foreclosure in connection with

the stores.

13.1.3 The Purchaser shall have the option to take over Contractors materials or any part thereof of which the

Contractor is legally bound to accept delivery from supplier (for incorporation in or incidental to Stores)

provided, however, the Purchaser shall be bound to take over the materials or such portions thereof as the

Contractor does not desire to retain.

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

the Contractor the full amount at contract rates, properly attributable to supplies completed and/or the

parts of the Stores executed by the Contractor as of the date of foreclosure. In addition the Purchaser shall

also pay a further reasonable amount as certified by the Project Manager but not more than the amount

proportionate to the value of balance work, for the items hereunder mentioned which could not be utilized

on the work to the full extent because of the foreclosure:

a) For contractors materials taken over or to be taken over by the Purchaser pursuant GCC clause no.

13.1.3, cost of such materials as detailed by the Purchaser. The cost shall however take into account

purchase price, cost of transportation and deterioration or damage which may have been caused to

materials whilst in the custody of the Contractor, provided that the value so arrived should not be

more than the proportionate rate of item of the Contract.

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

of the same pursuant to GCC sub-clause no. 9.2.6 and balance FIM, shall be returned by the

Contractor to the Purchaser at rates not exceeding those at which these were originally issued. Any

deterioration or damage which may have been caused whilst the Free Issue Materials were in the

custody of the Contractor shall be to the account of the Contractor. In addition, cost of

transportation of such Free Issue Materials from Contractor‟s works/stores to the stores of the

Purchaser, if so required by the Purchaser, shall be paid to the Contractor.

The Contractor shall, as required by the Purchaser, furnish to him books of account, wage books, time

sheets and other relevant documents as may be necessary to enable him to certify the reasonable amount

payable under this clause

13.2 Cancellation / Termination of Contract in Full or Part

13.2.1 The Purchaser, without prejudice to any other rights or remedies it may possess, may terminate the

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


GCC/SUPPLY-1/R-4 (28.12.2016) 50 of 54

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

13.2.1:

If the Contractor;

a) shall offer, or give or agree to give to any person in the Purchaser‟s service or to any other person on

his behalf any gift or consideration of any kind as an inducement or reward for doing-or forbearing to

do or having done or forborne to do any act in relation to the obtaining or execution of this or any

other Contract for the Purchaser; or

b) shall enter into a contract with the Purchaser in connection with which commission has been paid or

agreed to be paid by him or to his knowledge, unless the particulars of any such commission and the

terms of payment thereof have previously been disclosed in writing to the Purchaser; or

c) Shall obtain a Contract with the Purchaser as a result of wrong tendering or other non-bonafide

methods of competitive tendering; or

d) Adopts or has engaged in “fraudulent practice” like misrepresentation of facts in order to influence a

procurement process or the execution of a contract to the detriment of the Purchaser, collusive

practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial

non-competitive levels and to deprive the Purchaser of the benefits of free and open competition.

e) Adopts or has engaged in “coercive practice” like harming or threatening to harm, directly or

indirectly, persons or their property to influence their participation in the procurement process or

affect the execution of a contract.

f) being an Individual, or if a firm, any partner thereof, shall at any time be adjudged insolvent or have a

receiving order or order for administration of his estate made against him or shall take any

proceedings for liquidation or composition (other than a voluntary-liquidation for purpose of

amalgamation or reconstruction) under any insolvency Act for the time being in force or make any

conveyance or assignment of his effects or composition or arrangement for the benefit of his

creditors or purport so to do, or if any application be made under any insolvency-Act for the time

being in force for the sequestration of his estate or if a trust deed be executed by him for benefit of his

creditors; or

g) Being a company, shall pass a resolution or the Court shall make an order for the liquidation of its

affairs, or a receiver or manager on behalf of the debenture holders shall be appointed or

circumstances shall arise which entitle the Court or debenture holders to appoint a receiver or

manager; or

h) Shall suffer an execution being levied on his goods and allow it to be continued for a period of 21

days; or

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

materials not to be incorporated in the work shall not be deemed to be subletting) or attempts to

assign, transfer or subcontract the entire work or any portion thereof without the prior written

approval of the Purchaser.

13.2.2 In the event of default by the Contractor in the following circumstances, the Purchaser may, without

prejudice to any other rights it may possess under the Contract, give a notice to the Contractor stating the

nature of the default and requiring the Contractor to remedy the same. If the Contractor fails to remedy or

to take steps to remedy the same within fourteen (14) days of its receipt of such notice, then the Purchaser

may terminate the Contract as a whole or only such items of work in default, by giving a notice of

termination and its reasons thereof to the Contractor referring to this GCC sub-clause no. 13.2.2.

If the Contractor


GCC/SUPPLY-1/R-4 (28.12.2016) 51 of 54

(a) has abandoned or repudiated the Contract or otherwise plainly demonstrates the intention not to

continue performance of his obligation under the contract, or

(b) has without valid reason failed to commence work on the Stores promptly or has suspended the

progress of Contract performance for more than twenty-eight (28) days after receiving a written

instruction from the Purchaser to proceed, or

(c) persistently fails to execute the Contract in accordance with the Contract or persistently neglects to

carry out its obligations under the Contract without just cause, or

(d) refuses or is unable to provide sufficient materials, services or labour to execute and complete the

supply of Stores in the manner specified in the program furnished under GCC clause 7.2 at rates of

progress that give reasonable assurance to the Purchaser that the Contractor can attain Completion of

the supply of Stores by the Time for Completion as extended, or

(e) at any time makes default in proceeding with the work with due diligence and continues to do so after

a notice in writing of 7 days from the Purchaser, or

(f) commits default in complying with any of the terms and conditions of the Contract and does not

remedy it or take effective steps to remedy it within 7 days after a notice in writing is given to him in

that behalf by the Purchaser, or

(g) fails to deliver the Stores or any part thereof on or before the Contractual Delivery Date(s), and does

not complete them within the period specified in a notice given in writing in that behalf by the

Purchaser.

13.2.3 In case the Contract is terminated under GCC sub-clause no. 13.2.1 or 13.2.2 above the Contractor shall

not be entitled to recover or be paid any sum for any work thereof or actually performed under this

Contract unless and until the Project Manager has certified in writing the performance of such work and

the value payable in respect thereof and he shall only be entitled to be paid so certified.

13.2.4 In case the Contract is terminated under GCC sub-clause 13.2.1 or 13.2.2 above, the Purchaser shall on

such termination have powers to purchase from elsewhere, at the risk and cost of the Contractor, the

Stores or part thereof, not delivered and contract for which is terminated, or other items of similar

description when such Stores exactly complying with the Particulars are not in the opinion (such opinion

being final) of the Purchaser readily procurable.

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

Liquidated Damages for delay in deliveries, which the Purchaser is entitled to recover as per GCC clause

no. 6.2 (Delay in Supply) on that account provided an agreement for such alternate purchase from

elsewhere, is made within (six) 6 months of the letter of cancellation sent to the Contractor. The

Contractor shall not be entitled to any gain on such purchase made on account of default. The manner and

method of such alternate purchase shall be at the entire discretion of the Purchaser, whose decision shall

be final. This right shall be without prejudice to the right of the Purchaser, to recover the damages for

breach of Contract by the Contractor as provided in the Contract or under the general law.

13.2.6 The termination of the Contract under this clause shall not entitle the Contractor to reduce the value of the

Performance Security Bond Guarantee nor the time thereof. The Performance Security Bond Guarantee

shall be valid for the full value and for the full period as per the Contract.

13.2.7 In the event of anyone or more of the above courses under this GCC clause no. 13.2 being adopted by the

Purchaser, the Contractor shall have no claim to compensation for any loss sustained by him by reasons of

his having purchased or procured any materials or entered into any engagements or made any advances on

account or with a view to the execution of the work or the performance of the Contract.


GCC/SUPPLY-1/R-4 (28.12.2016) 52 of 54

13.2.8 In any case in which any of the powers conferred upon the Purchaser by this clause, shall have become

exercisable and the same are not exercised, the non-exercise thereof shall not constitute a waiver of any of

the conditions hereof and such powers shall notwithstanding be exercisable in the event of any future case

of default by the Contractor and the liability of the Contractor for compensation shall remain unaffected.

13.3 Termination of Contract on Death

13.3.1 If the Contractor is an individual or a proprietary concern and the individual or the proprietor dies or if the

Contractor is a partnership concern and one of the partners dies then unless the Purchaser is satisfied that

the legal representatives of the individual Contractor or of the proprietor of the proprietary concern and in

the case of partnership, the surviving partners, are capable of carrying out and completing the Contract,

the Purchaser shall be entitled to cancel the Contract as to its incomplete part without the Purchaser being

in any way liable to pay any compensation to the estate, of the deceased Contractor and/or the surviving

partners of the Contractor's firm on account of the cancellation of the contract The decision of the

Purchaser that the legal representatives of the deceased Contractor or the surviving partners of the

Contractor's firm cannot carry out and complete the Contract shall be final and binding oh the parties. In

the event of such cancellation, the Purchaser shall not hold the estate of the deceased Contractor and/or

the surviving partners of the Contractor's firm liable for damages for not completing the Contract.

14 SETTLEMENT OF DISPUTE

14.1 Settlement by Mutual Consultation:

14.1.1 If any dispute of any kind whatsoever shall arise between the Purchaser and the Contractor in

connection with or arising out of matters covered in the Contract, including without prejudice to

the generality of the foregoing, any question regarding its existence, validity or termination, or

execution of the facilities whether during the progress of the facilities or after their completion

and whether before or after the termination, abandonment or breach of the Contract, the parties

shall seek to resolve any such dispute or difference by mutual consultation. Efforts shall be made first to

resolve such dispute or difference at the level of Sr. GM (C&MM)/ Project Manager/ Engineer-in-charge

level, failing which the matters in dispute shall be discussed for settlement at Corporate Level of the

Purchaser and the Contractor. If the parties fail to resolve such dispute or difference by all such mutual

consultation(s), then the either party may give a thirty (30) days notice to the other party conveying its

intention to commence Arbitration as hereinafter provided as to the matter in dispute, and no Arbitration

in respect of this matter may be commenced unless such notice is given.

14.2 Arbitration

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

finally settled by Arbitration. The Arbitration may be concluded prior to or after completion of the

facilities. Arbitration proceedings shall be conducted in the manner as herein below provided.

14.2.2 Consequent to issue of notice of intention to commence Arbitration by either party, both the Purchaser

and the Contractor shall appoint one Arbitrator each. These two Arbitrators shall agree between

themselves and shall appoint a third Arbitrator. The issue in dispute shall then be referred to these

Arbitrators. In any Arbitration invoked at the instance of either party to the Contract, the Arbitrator(s)

would be free to consider the counter claim of the other party even though they are not mentioned in the

reference to Arbitration. The decision either by consensus or by majority of these three Arbitrators shall

be final and binding on both the parties and shall be implemented by the parties forthwith.


GCC/SUPPLY-1/R-4 (28.12.2016) 53 of 54

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

partner, the provisions of the Arbitration & Conciliation Act, 1996, and Rules made there under and/or

any statutory modifications or re-enactment thereof for the time being in force shall apply to such

Arbitration proceedings. The Arbitrator may, from time to time, with the consent of the parties, enlarge

the time for making and publishing the award.

14.2.4 For Contract awarded to a foreign Contractor or to a consortium in which the Foreign Contractor is the

lead partner, Rules of Conciliation and Arbitration of the International Chamber of Commerce shall apply

to such Arbitration proceedings. The Arbitrator may, from time to time, with the consent of the parties,

enlarge the time for making and publishing the award.

14.2.5 For Contract awarded to a Public Sector Enterprise, all matters in dispute to be settled through arbitration

shall be referred to the Permanent Arbitration Mechanism (PAM) of the Department of Public Enterprise,

Government of India.

14.3 General

14.3.1 Notwithstanding any reference to Arbitration as herein before provided – (a) the Parties shall continue to

perform their respective obligations under the Contract with due diligence, unless they otherwise agree,

(b) the Purchaser shall continue to pay to the Contractor any moneys due and undisputed to the

Contractor.

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


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

15. ABBREVIATIONS USED

BHP Brake Horse Power

BOQ Bill of Quantity

C&MM Contracts and Materials Management Department

ECC Erection Completion Certificate

EPC Engineering, Procurement and Construction Contract

CDD Contractual Delivery Date

CENVAT Centralised Value Added Tax

CMRCIV Contractor‟s Material Receipt Cum Issue Voucher

DCR Design Concession Request

DRB Dispute Resolution Board

ECS Electronic Clearance System

FIM Free Issue Material

FOB Free on Board

GCC General Conditions of Contract

GR Good Receipt

IPR Intellectual Property Rights

ITT Invitation to Tender

INR Indian Rupees

kW Kilo Watt

kWh Kilo Watt Hour

L/C Letter of Credit

LD Liquidated Damages

LIBOR London Inter Bank Offer Rate

LR Lorry Receipt

MRICAR Material Receipt Intimation Cum Acceptance Report

NDT Non Destructive Testing

NPCIL Nuclear Power Corporation of India Limited

PLR Prime Lending Rate

PO Purchase Order

QA Quality Assurance

Rs. Indian Rupees

RR Railway Receipt

SCC Special Conditions of Contract

Sq. Square

T&P Tools, Plants and Equipments

USD US Dollar

UKP UK Pound

VAT Value Added Tax

WCT Works Contract Tax

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

ADVANCE PAYMENT


(Acting through) Executive Director, Directorate Of Contracts & Materials Management NUB, Anushaktinagar, Mumbai-400094.

1. WHEREAS on or about the __________________day of 201_

M/s.________________________________________ a Company registered

under the Companies Act 1956 and having its registered office at

_____________________________________________________________

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

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

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

Enterprise) acting through Executive Director, Contracts & Material

Management (hereinafter referred to as (Purchaser) for _____________

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

2. AND WHEREAS under the terms & conditions of the contract an amount of Rs.

___________(Rupees _______________________________ only) representing

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

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

contractor.

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

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

________________________ only) to the Contractor on the Contractor furnishing a

Bank Guarantee in the manner herein contained.

Page 1 of 4

4. NOW WE, the _______________________________________________(Bank) in

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

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

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

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

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

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

contract by the contractor.

5. WE, _________________________________________ ( Bank ) do hereby

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

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

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

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

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

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

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

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

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

______ ( Rupees _____________________________________ only ).

6. We undertake to pay to the Purchaser any money so demanded not withstanding any

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

before any Court or Tribunal relating thereto our liability under this present being

absolute and unequivocal. The payment so made by us under this bond shall be valid

discharge of our liability for payment thereunder and the Contractor (s) shall have no

claim against us for making such payment.

Page 2 of 4

7. AND WE _____________________________________________( Bank ) hereby

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

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

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

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

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

and binding on us.

8. AND WE ______________________________________________( Bank ) further

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

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

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

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

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

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

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

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

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

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

to sureties would, but for this provision, have effect of relieving us.

9. This guarantee will not be discharged due to the change in the constitution of the

Bank or the Contractor (s ).

Page 3 of 4

10. Our guarantee shall remain in force until

_____________________________________ and unless a claim under the

guarantee is lodged with us within three months from that date all rights of the

Purchaser under the guarantee shall be forfeited and we shall be relieved and

discharged from all liabilities, thereunder.

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

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

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

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

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

directly.

Dated the __________________ day of _______________________201_

For_________________________________________ ( Indicate the name of the bank )

Page 4 of 4

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

SECURITY DEPOSIT NUCLEAR POWER CORPORATION OF INDIA LIMITED (Acting through) Executive Director, Directorate of Contracts and Materials Management, Nabhikiya Urja Bhavan, Entrance Block, Ground Floor, Anushaktinagar, Mumbai 400 094. Sir,

1. In consideration of the NUCLEAR POWER CORPORATION OF INDIA LIMITED

(herein after called „The Purchaser‟) having agreed to

exempt_____________________________________________________________________________________________________(herein after called „The said

Contractor(s)) from the demand, under the terms and conditions of an agreement

no.________ dated ___________ made between ________________________ and ______________________for________________(herein after called “The

said Agreement”) of security deposit for the due fulfillment by the said contractor(s) of the terms and conditions contained in the said agreement on

production of a Bank Guarantee for Rs.__________________

(Rupees_______________________only). We, ____________________________ (indicate name of bank) at the request of____________________________ contractor(s) do hereby undertake to pay to

the Purchaser an amount not exceeding Rs.____________ (Rupees_________________________________________) against any loss or

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

by reason of any breach by the said Contractor(s) of any of the terms and conditions contained in the said agreement.

2. We, ____________________________________________________(Bank) do

hereby undertake to pay the amount due and payable under this guarantee without any demur merely on a demand from the Purchaser stating that the

amount claimed is due by way of loss or damage caused to or would be caused to or suffered by the Purchaser by reason of breach by the said Contractor(s) of

any of the terms and conditions contained in the said agreement or by reason of

the Contractor(s)‟s failure to perform the said agreement. Any such demand made on the bank shall be conclusive as regards the amount due and payable by Bank

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

(Rupees___________________________________only) 3. We undertake to pay to the Purchaser any money so demanded not withstanding

any dispute or disputes raised by the Contractor(s)/supplier(s) in any suit or

proceeding pending before any Court or Tribunal relating thereto our liability

under this present being absolute and unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment thereunder

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

1

4. We, _______________________________________(indicate the name of Bank) further agree that the guarantee herein contained shall remain in full force and

effect during the period that would be taken for the performance of the said agreement and that it shall continue to be enforceable till all the dues of the Purchaser under or by virtue of the said agreement have been fully paid and its claims, satisfied or discharged or till the NUCLEAR POWER CORPORATION OF INDIA LTD certifies that the terms and conditions of the said agreement have been fully and properly carried out by the said Contractor(s) and accordingly

discharges this guarantee. The guarantee is valid until ________ and unless a demand or a claim under this guarantee is made on us in writing on or before the ________________ (i.e. including claim period of three months) we shall be discharged from all liability under this guarantee thereafter.

5. We, _________________________________________(indicate the name of

bank) further agree with the purchaser that the Purchaser shall have the fullest liberty, without our consent and without affecting in any manner our obligations hereunder, to vary any of the terms and conditions of the said agreement, to extend time of performance by the said contractor(s) from time to time or to postpone for any time or from time to time any of the powers exercisable by the Purchaser against the said Contractor(s) and to forbear or enforce any of the terms and conditions relating to the said agreement and we shall not be relieved from our liability by reason of any such variation or extension being granted to the said Contractor(s) or for any forbearance, act or omission on the part of the Purchaser or any indulgence by the Purchaser to the said contractor(s) or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.

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

Bank or the Contractor(s)/Supplier(s). 7. We,_____________________________________________________(indicate

the name of the bank) lastly undertake not to revoke this guarantee during its

currency except with the previous consent of Purchaser in writing. 8. Notwithstanding what is stated in the above paragraphs, our liability under this

guarantee will be restricted to Rs._______________

(Rupees__________________________only). 9. Notwithstanding anything contrary contained in any law for the time being in force

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

Dated the_______________day of________________201___

For____________________________ (indicate the name of the Bank)

* * *

2

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

PERFORMANCE BOND

NUCLEAR POWER CORPORATION OF INDIA LTD.

(Acting through) Executive Director, Directorate of Contracts and Materials Management, Nabhikiya Urja Bhavan, Entrance Block, Ground Floor, Anushaktinagar, Mumbai 400094.

(Date of purchase order) 1. WHEREAS on or about the _________________day of _________201_

M/s____________________________________ a Company under the Companies

Act 1956 and having its registered office at

_________________________________________________________________

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

No.___________________________ dated __________ (hereinafter referred to as

'The Contract), with Nuclear Power Corporation of India Ltd ( A Government of India

Enterprise) acting through Executive Director, Directorate of Contracts & Materials

Management (hereinafter referred to as „Purchaser‟) for supply

of________________________(hereinafter referred to as 'The Equipment'). 2. AND WHEREAS under the terms and conditions of the contract an amount of

Rs._____________________(Rupees_______________________________only)

representing balance_____________per cent payment out of the total value of the

contract i.e Rs.___________________(Rupees___________________only) is to be

paid to the contractor on the final acceptance of the equipment and on the Contractor

furnishing a Bank Guarantee in a manner herein contained duly executed by a

Scheduled/Nationalised Bank towards satisfactory performance of the equipment

during warranty period, viz _______________months from date of receipt &

acceptance of the equipment/material at Purchaser‟s Site, as defined in the conditions

of the Contract.

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

1

4. We undertake to pay to the Purchaser any money demanded notwithstanding any

dispute or disputes raised by the Contractors, in any suit proceedings pending before

any court or tribunal relating thereto, our liability under this present being absolute and

unequivocal. The payment so made by us under the bond shall be a valid discharge of

our liability for payment thereunder and the Contractor(s) shall have no claim against

us for making such payment. 5. WE HEREBY further agree that the decision of the Nuclear Power Corporation of India

Limited as to whether the said equipment is giving satisfactory performance or not

during the warranty period and as to the amount of damages suffered by the Purchaser

on account of unsatisfactory performance of the said equipment shall be final and

binding on us. 6. AND WE, the__________________________________(Bank) do hereby agree that

our liability hereinunder shall not be discharged by virtue of any agreement between

the Purchaser and the Contractor whether with or without our knowledge and/or

consent or by reason of the Purchaser showing any indulgence or forbearance to the Contractor whether as to payment, time for performance, or any other matter

whatsoever relating to the contract, which but for this provision, would amount to discharge of the surety under the law.

7. THIS guarantee will not be discharged due to the change in the constitution of the

Bank or the Contractor(s). 8. OUR Guarantee shall remain in force until______________and unless a claim under

the guarantee is lodged with us within three months from that date, all rights of the

Purchaser under the guarantee shall be forfeited and we shall be relieved and

discharged from all our liabilities hereunder.

9. Notwithstanding anything contrary contained in any law for the time being in force or

banking practice, this guarantee shall not be assignable or transferable by the

beneficiary. Notice or invocation by any person such as assignee, transferee or agent

of beneficiary shall not be entertained by the bank. Any invocation of the guarantee

can be made only by the beneficiary directly.

Dated the _______________ day of_____________ 201_

For__________________________ (indicate the Name of the bank)

* * *

2

Annexure-D

APPLICATION FOR PAYMENT

Will be issued later

Annexure - E

FORMAT OF INDEMNITY BOND AGAINST FREE ISSUE MATERIALS (FIM) TO BE

EXECUTED ON A NON-JUDICIAL STAMP PAPER OF APPROPRIATE VALUE.

INDEMNITY BOND

This Indemnity Bond made this_____ day of______ between

M/s_________________________ having its registered office at______________

hereinafter referred to as “The Contractor” which expression shall include its successors

and assigns on one part and Nuclear Power Corporation of India Limited (A Govt. of

India Enterprise), acting through Executive Director, CMM or other Officers)

________________________________________ hereinafter referred to as “The

Purchaser”, which expression shall include its successors and assigns, on other part.

Whereas the Nuclear Power Corporation of India Limited has placed a Purchase

Order/Contract No.__________________________________________ dated ________

hereinafter referred to as “Purchase Order” on the Contractor and the Contractor has

accepted to execute the Purchase Order.

And whereas, the Purchaser has agreed to supply the Free Issue Materials referred to in

the Contract/Purchase Order for the purpose of fabrication, machining and supply of the

equipment and stores as referred to in the Contract/Purchase Order.

And whereas, the Contractor has agreed to furnish an Indemnity Bond for a sum of

Rs.______________________________________(Rupees________________________

__________) being amount equivalent to the value of the free issue materials to be

supplied by the Purchaser.

Whereas it is explicitly understood that the materials to be supplied is held by the

Contractor for and on behalf of Nuclear Power Corporation of India Limited and that

ownership of the materials used for fabrication/machining etc. rests with Nuclear Power

Corporation of India Limited, till the fabricated/machined equipment/components are

delivered to the Purchaser and balance and left over materials as per free issue material

account as approved by the Purchaser’s engineer is/are returned to the Purchaser.

NOW THIS DEED WITNESSETH THAT IN CONSIDERATION OF THE FREE

ISSUE MATERIALS SUPPLIED BY THE NUCLEAR POWER CORPORATION OF

INDIA LIMITED.

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

India Limited on demand the said sum of

Rs.______________(Rupees_______________________________) in the event

of any breach of the conditions of the Purchase Order, loss and damage of the

material and balance material not being returned on or

before________________________or any other date mutually agreed.

2. The Contractor shall be totally responsible for safety of the material during

which it remains in their custody/control and adequate care for preservation of

the item.

3. The Contractor shall undertake to preserve the material with due and proper care

and to keep it insured for the period during which it remains in their

custody/control.

4. The Contractor shall be responsible for safe return of the balance materials off

cuts, scraps to the final destination.

5. This bond shall remain in force and effect so long as the full account of free

issue materials is settled to the satisfaction of the Purchaser and balance material

is returned to the Purchaser.

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

given by them under this bond on account of any alteration in the obligation of

the parties to the Contract or on account of any indulgence or forbearance as to

the payment, time, performance, or otherwise granted by Nuclear Power

Corporation of India Limited to the Contractor in relation to the Purchase Order.

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

and the year first above written.

For (Contractor’s Name)

* * *

ANNEXURE-F

The Supplier/Contractors while submitting their bill to the Paying Authority shall furnish the following certificates:

Certified that:

1. Excise Duty claimed in this/these bill/bills is/are not more than what is / are payable under the provisions of the relevant act or the rules made there under.

2. The amount of Rs____________________ claimed as Excise Duty in this bill has been/will be paid to the Excise Authorities in respect of stores covered by the bill as per the procedure laid down by the Excise Authorities.

3. No refund of Excise Duty for the goods covered under the bill/bills has/have been received from the Central Excise Authorities nor our appeal for refund of Excise Duty for the goods covered under the bills are pending with the Central Excise Authorities.

4. In the event of any refund of Excise Duty being received, we undertake to promptly pass on the same to NPCIL. In addition, we also authorise the paying authority in NPCIL to recover such amount from our outstanding bills against the present or future contracts.

--------------------------------------------------------------------------------------------------------------------------

ANNEXURE-G

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

Certified that:

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

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

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

4) We are registered as dealers in the State of _________________ and our local/Central Sales Tax Registration No. is __________________________.

ANNEXURE-H Certificate to be furnished by the contractor along with the Invoice/Bills when service tax is claimed. Certified that: 1. Services on which service tax claimed are not exempted from payment of

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

Registration number is _____________________. 3. We undertake to pursue the matter for refund in case the exemption is

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

4. We hereby confirm that Service Tax has been remitted/will be remitted in accordance with the Service Tax Rules.

Signature of Contractor or their Authorised Representative.