Volume-I Conditions of Contract -Phase-II

7/28/2019 Volume-I Conditions of Contract -Phase-II

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OWNER : CORPORATE POWER LIMITED

EPC COMPANY : ABHIJEET INFRA LIMITED

PROJECT

MATRISHRI USHA JAYASWAL MEGA POWER PROJECT[4 X 270 MW] IPP

CHANDWA, DIST. : LATEHER, JHARKHAND

PHASE-II, 2 X 270 MW [UNIT 3 & 4]

VOLUME : I

CONDITIONS OF CONTRACT

CONSULTANT

DEVELOPMENT CONSULTANTS PRIVATE LIMITED24, PARK STREET, KOLKATA 700 016, INDIA


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OWNER : CORPORATE POWER LIMITED

EPC COMPANY : ABHIJEET INFRA LIMITED

PROJECT


CHANDWA, DIST. : LATEHER, JHARKHAND


VOLUME : I

CONDITIONS OF CONTRACT

DEVELOPMENT CONSULTANTS PRIVATE LIMITEDCONSULTING ENGINEERS

24, PARK STREET, KOLKATA - 700 016, INDIA

J OB NO.: DCPL-K9A10DATED : OCTOBER, 2010


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DCPL-K9A10

(PCA.CD-003.G958GCC)

ABHIJEET INFRA LIMITED



OVERALL CONTENTS

VOLUME-I CONDITIONS OF CONTRACT

VOLUME-II TECHNICAL SPECIFICATION

VOLUME-III BID PROPOSAL SHEET [TECHNICAL]

VOLUME-IV BID PROPOSAL SHEET [PRICE]


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CONTENTS

VOLUME : I CONDITIONS OF CONTRACT

SECTIONS DESCRIPTION

SECTION-1 GENERAL CONDITIONS OF CONTRACT

SECTION-2 SPECIAL CONDITIONS FOR ERECTIONAND COMMISSIONING

ATTACHMENTS

ANNEXURES, ATTACHMENTS AND FORMS


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VOLUME : I

SECTION-1

GENERAL CONDITIONS OF CONTRACT (GCC)


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GENERAL CONDITIONS OF CONTRACT (GCC)

CONTENT

CLAUSENO.

DESCRIPTION PAGE NO.

1.0 DEFINITION OF TERMS AND INTERPRETATION OFBID DOCUMENT

V.I/S-1 : 1

2.0 INCOTERMS V.I/S-1 : 5

3.0 SCOPE OF FACILITIES V.I/S-1 : 5

4.0 CONTRACT PRICE V.I/S-1 : 65.0 INTELLECTUAL PROPERTY & CONFIDENTIALITY V.I/S-1 : 8

6.0 COMPLETENESS OF ONTRACT V.I/S-1 : 9

7.0 CONSTRUCTION OF THE CONTRACT V.I/S-1 : 9

8.0 EFFECTIVE DATE OF CONTRACT/ZERO DATE OFCONTRACT

V.I/S-1 : 13

9.0 SYSTEM OF UNITS, DIMENSIONS, MEASURES ANDCALIBRATION

V.I/S-1 : 13

10.0 USE OF CONTRACT DOCUMENTS AND INFORMATION V.I/S-1 : 13

11.0 DRAWINGS & DOCUMENTS DISTRIBUTIONSCHEDULE

V.I/S-1 : 13

12.0 REPEAT ORDER/CONTRACT V.I/S-1 : 14

13.0 SPARE PARTS V.I/S-1 : 15

14.0 MATERIALS AND WORKMANSHIP V.I/S-1 : 16

15.0 MINOR ACCESSORIES & FITTINGS V.I/S-1 : 16

16.0 PATENT RIGHTS AND ROYALTIES V.I/S-1 : 16

17.0 AFTER SALES SERVICES V.I/S-1 : 16

18.0 NAME PLATES AND MARKING OF PARTS V.I/S-1 : 1719.0 PAINTING V.I/S-1 : 17

20.0 AMENDMENT TO THE WORK V.I/S-1 : 17

21.0 SUSPENSION OF WORK V.I/S-1 : 18

22.0 PROJ ECT MANAGEMENT, PROGRESS REPORT ANDPHOTOGRAPHS

V.I/S-1 : 18

23.0 DELAY IN DELIVERY/COMMISSIONING V.I/S-1 : 20

24.0 FORCE MAJ EURE CONDITIONS V.I/S-1 : 20

25.0 INSPECTION AND TESTING V.I/S-1 : 21

26.0 TEST CERTIFICATES V.I/S-1 : 23


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CLAUSENO.


27.0 ACCEPTANCE OF PLANT FOR DESPATCH V.I/S-1 : 23

28.0 PACKING, FORWARDING AND SHIPMENT V.I/S-1 : 23

29.0 INSURANCE V.I/S-1 : 25

30.0 OWNER ACCEPTANCE TESTS V.I/S-1 : 28

31.0 REJ ECTION OF DEFECTIVE PLANT V.I/S-1 : 30

32.0 FINAL ACCEPTANCE AND TAKING OVER V.I/S-1 : 30

33.0 DEFENCE OF SUITS V.I/S-1 : 30

34.0 LIMITATION OF LIABILITIES V.I/S-1 : 31

35.0 DEFECTS LIABILITY V.I/S-1 : 31

36.0 TERMS OF PAYMENT V.I/S-1 : 33

37.0 CURRENCY OF PAYMENT V.I/S-1 : 33

38.0 DEDUCTION FROM CONTRACT PRICE V.I/S-1 : 33

39.0 CONTRACTORS VENDORS / SUPLIERS V.I/S-1 : 33

40.0 TRAINING OF OWNERS PERSONNEL/FOLLOW UP BYOWNER

V.I/S-1 : 34

41.0 DEMURRAGE, WHARFAGE, ETC. V.I/S-1 : 34

42.0 ASSIGNMENT AND SUB-LETTING OF CONTRACT V.I/S-1 : 34

43.0 CO-OPERATION WITH OTHER CONTRACTORS ANDCONSULTING ENGINEER

V.I/S-1 : 35

44.0 CHANGE OF NAME V.I/S-1 : 36

45.0 BRIBES, COMMISSION ETC. V.I/S-1 : 36

46.0 CONTRACTORS DEFAULT V.I/S-1 : 36

47.0 ARBITRATION V.I/S-1 : 37

48.0 TRANSFER OF OWNERSHIP V.I/S-1 : 38

55.0 SCOPE OF WORK AND SERVICES V.I/S-1 : 40

56.0 WELDING OF PARTS AND HIGH PRESSURE PIPING V.I/S-1 : 42

57.0 CLEANING AND SERVICING V.I/S-1 : 46

58.0 MATERIALS HANDLING AND STORAGE V.I/S-1 : 47

59.0 WORK AT SITE V.I/S-1 : 48

60.0 EXTRA WORK V.I/S-1 : 48

61.0 WORK TO BE FURNISHED IF ONLY ERECTIONSUPERVISORY SERVICES ARE CALLED FOR

V.I/S-1 : 48

62.0 MANUFACTURERS SUPERVISION V.I/S-1 : 49

63.0 CONTRACTORS REPRESENTATIVE V.I/S-1 : 49


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CLAUSENO.


64.0 PROTECTION AND CARE OF WORKS (Applicable for

both Supply and Installation Contract)

V.I/S-1 : 50

65.0 CLEAN UP WORK AT SITE V.I/S-1 : 50

66.0 PROGRAMME OF WORK AND PROGRESS REPORT V.I/S-1 : 50

67.0 PRE-COMMISSIONIGN TRIALS, INITIAL OPERATIONSAND PERFORMANCE GUARANTEE TESTS

V.I/S-1 : 51

68.0 FACILITIES TO BE PROVIDED BY THE OWNER V.I/S-1 : 51

69.0 INDEMNITY V.I/S-1 : 52

70.0 CONTRACTORS CO-OPERATION WITH THE OWNER V.I/S-1 : 52

71.0 WITHHOLDING PAYMENT FOR ERECTION, TESTING,

COMMISSIONING AND CIVIL WORKS

V.I/S-1 : 53

72.0 CO-OPERATION WITH OTHER CONTRACTORS V.I/S-1 : 53

73.0 LABOUR AND LABOUR LAWS V.I/S-1 : 53

74.0 CONVENIENCE OF PUBLIC V.I/S-1 : 55

75.0 PREVENTION OF EXTRAORDINARY TRAFFIC ANDPROTECTION OF HIGHWAY

V.I/S-1 : 55

76.0 WORK MATERIALS AND PLANT V.I/S-1 : 56

77.0 POSSESSION PRIOR TO COMPLETION V.I/S-1 : 57

78.0 LEINS V.I/S-1 : 57

79.0 MEDICAL SUPERVISION & CARE V.I/S-1 : 57

80.0 FIRE PROTECTION V.I/S-1 : 57

81.0 CONSTRUCTION MANAGEMENT V.I/S-1 : 58

82.0 PROTECTION OF PROPERTY AND CONTRACTORSLIABILITY

V.I/S-1 : 59

83.0 PAINTING V.I/S-1 : 59

84.0 PROTECTION OF REFERENCE POINTS V.I/S-1 : 59

85.0 WORK & SAFETY REGULATIONS V.I/S-1 : 59

86.0 FOREIGN PERSONNEL V.I/S-1 : 62

87.0 SECURITY V.I/S-1 : 63

88.0 COMMISSIONING SPARES V.I/S-1 : 63

89.0 LIQUIDITY DAMAGE V.I/S-1 : 63

90.0 PROJ ECT CO-ORDINATION V.I/S-1 : 64


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(PCA.CD-003.G958GCC1) V.I/S-1 : 1

VOLUME : I

SECTION-1

GENERAL CONDITIONS OF CONTRACT (GCC)FOR

DESIGN, ENGINEERING, SUPPLY, SUPERVISION

ERECTION, TESTING, COMMISSIONING for 2 X 270 MW

1.0.0 DEFINITION OF TERMS AND INTERPRETATION OF BID DOCUMENT

1.1.0 Definition

In construing these General Conditions, the following words shall have the meaningherein assigned to them except where the context otherwise requires.

1) Approved or Approval shall mean as approved by or approval of theOwner/Purchaser in writing.

2) Bidder or Tenderer shall mean duly established reputed organizations,manufacturers, etc. having requisite financial and technical capability andexperience participating in the Bid/Tender invited by the Owner for theWorks and assumes single point responsibility acting by himself or onbehalf of his associates. The Bidder will be party who will be contractuallybound to the Owner.

3) CIF Price shall mean delivery free of expenses to the Owner on boardthe vessel at the port of entry including the insurance and freight charges.

4) Codes and Standards shall mean the latest applicable International andIndian Codes and Standards.

5) Consulting Engineer or Consultant shall mean the company/agencyappointed by the Owner for the purpose of the Contract.

6) Contract shall mean the agreement between the Contractor and theOwner, together with Contract Documents referred to therein, forexecution of Works as defined in the Contract.

7) Contract Document(s) shall mean and include the General & SpecialConditions of Contract, Specifications and Annexure, Drawings, CoveringLetters, Schedule of Prices and Quantities, Notice to Proceed by theOwner, subsequent amendments to the foregoing and the Contract. Incase of any conflict or contradiction between the Contract Documentsinter se, the terms of the document bearing a later date shall prevail overthe earlier document.

8) Contractor or Supplier shall mean the successful Bidder who isawarded the Contract and shall be deemed to include the Contractorssuccessors, authorized officers/representative and permitted assigns.


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9) Contract Price shall mean the agreed sum of money stated in the

Contract to be paid to the Contractor for the successful completion of theWorks in accordance with the terms of the Contract Document.

10) Commissioning shall mean successful operation of Goods at full load,after completion of trial operation, without any problem/interruption for acontinuous period of 3 days. However, in case the full load continuousoperation for a period of 5 days without any problem/ interruption isachieved during the period of Trial Operation, the Goods shall be treatedas Commissioned.

11) Construction Equipment shall mean all appliances/ equipment andthings of whatever nature required including all related spares or wearingparts in or about the execution, completion or maintenance of the Worksbut does not include materials or other things intended to form part of or tobe incorporated into the permanent works.

12) Consignee shall mean the authorised representative or officer of theOwner to whom the plant, equipment and materials are required to bedelivered in the manner indicated in the Contract Document.

13) Drawings or Plans shall mean all:

a) Drawings furnished by the Owner/Consultant as a basis for bid.

b) Supplementary drawings furnished by the Owner/ Consultant toclarify and to define in greater detail the intent of the Contract.

c) Drawings submitted by the Contractor with his bid provided suchdrawings are acceptable to the Owner/Consultant.

d) Drawings furnished by the Owner/Consultant to the Contractorduring the progress of the work: and

e) Engineering data and drawings submitted by the Contractorduring the progress of the work provided such drawings areacceptable to the Owner.

14) Engineer shall mean an Officer of the Owner as may be duly appointedand authorised in writing by the Owner for the purpose of the Contract.

15) F.O.B. shall mean delivery free of expenses to the Owner on board thevessel at the port of shipment.

16) F.O.R. Destination shall mean delivery free of expenses to the Owner onboard rail wagons at the railway siding at the Site or its nearest railwaystation including the insurance coverage.

17) (i) F.O.R. Works shall mean loaded and stowed or trimmed free ofexpenses to the Owner on board rail wagons at the Contractors Workssiding or its nearest railway station for transportation.


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F.O.R. Site shall mean delivery free of expenses to the Owner at hisplant site.

18) Final Acceptance/Taking Over shall mean the Owners writtenacceptance of Goods or Services under the Contract, after successfulcompletion of Performance and Guarantee Tests, as specified in theaccompanying Technical Specification or otherwise agreed in theContract.

19) Goods shall mean plant, equipment or materials to be supplied underthe Contract Document.

20) Inspector shall mean any firm or person as may be duly appointed andauthorised in writing by the Owner from time to time to inspect the Works.

21) Month shall mean calendar month. Day or Days unless herein

otherwise expressly defined shall mean calendar day or days of twenty-four (24) hours each. A Week shall mean a continuous period of seven(7) Days.

22) Notice to Proceed shall mean the Owners letter or notification intimatingthe Contractor to commence the Works.

23) Owner or Purchaser or Employer shall mean Abhijeet Infra PrivateLimited., and shall include its successors and assigns as well as itsauthorised officers/ representatives.

24) Owner Acceptance Tests shall mean such test to be performed by theContractor at Site as are required to determine and demonstrate

guarantee capacity, efficiency and operating characteristics of the Plantas stipulated in the Technical Specifications (Volume-II), this Condition ofContract (Volume-I) and in the Contract.

25) Persons shall include firms, companies, corporations and other bodieswhether incorporated or not.

26) Plant shall mean the thermal power plant and additional components asdetailed in the Specification.

27) Services shall mean furnishing of labour and other services as perSpecifications for erection, testing and putting equipment and materialsinto satisfactory operation.

28) Site shall mean the place or places, provided or made available by theOwner where work is to be done by the Contractor or to which plant is tobe delivered, together with so much of the area surrounding the same asthe Contractor shall with the consent of the Owner use in connection withthe works otherwise than merely for the purpose of access.


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29) Specification or Technical Specifications shall mean the Technical

Specifications of the Works, Drawings, Schedules and Annexure and anymodification made thereto and as agreed by the Owner.

30) Sub-contractor shall mean the company or firm to whom any part of theWork has been sublet by the Contractor with the prior written consent ofthe Owner and shall include his/its successors and permitted assigns.

31) Sub-vendor shall mean any supplier from whom the Contractorpurchases, with the prior written consent of the Owner, any item/itemsrequired for the execution of Works under this Contract.

32) Tests shall mean such tests as are prescribed or considered necessaryby the Owner.

33) Tests on Completion shall mean such tests as are prescribed in the

Specifications and/or other tests as mutually agreed upon by the Ownerand the Contractor to be carried out by the Contractor to provesatisfactory performance of the Works.

34) Tonne, shall mean 1,000 Kilogram weight/ Gallon shall mean Imperialgallon, unless otherwise mentioned specifically.

35) Defects Liability Period shall mean the period during which Contractorshall remain liable at its own cost and expense for all repairs and/ orreplacement of any manufacturing, technical or other defects or any badwork man ship or any non-performance of any of the supplies/ servicesmade under the Contract.

36) Party or Parties shall mean Owner or Contractor or both as applicable.

37) Work or Works shall mean and include all permanent and temporaryworks to be executed, all items and things to be supplied/done andServices and activities to be performed by the Contractor pursuant to andin accordance with the Contract.

38) Writing shall include any manuscript typed or hand-written or printedstatement, including telex, cable and facsimile transmission under or oversignature or seal as the case may be.

1.2.0 Interpretation of Bid Document

1) Invitation For Bids and Special Conditions shall be read in conjunctionwith Instructions to Bidders, General Conditions, Technical Specifications,Drawings and other documents forming part of the Bid Documentwherever permissible or the context so requires.

2) Notwithstanding the sub-division of the Bid Document into volumes, everypart of each shall be deemed to be supplementary to and complementaryof each other.


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3) All headings and marginal notes to the items of the General Conditions or

to the Specifications or to any other document forming part of the BidDocument are solely for the purpose of giving a concise indication of the

general subject matter thereof and not a summary of the contents thereofand they shall never be deemed to be part thereof or be used in theinterpretation or construction thereof.

4) Where in any provision of the General Conditions is repugnant to or atvariance with any provision of the Special Conditions, then unless adifferent intention appears, the provisions of the Special Conditions shallbe deemed to override the provisions of the General Conditions and shallto the extent of such repugnancy or variation, prevail.

5) Wherever it is mentioned in the Bid that the Contractor shall performcertain work or provide certain facilities it is understood that the Contractorshall do at his cost and the price shall be deemed to have included the

cost of such performances and provisions so mentioned.

6) Words incorporating the singular only shall also include the plural andvice-versa where the context requires.

7) The materials, designs and workmanship shall satisfy the applicablestandards, specifications contained herein and codes referred to. Wherethe Bid Document stipulates requirements in addition to those containedin the standards and codes, those additional requirements shall also besatisfied.

2.0.0 INCOTERMS

Unless inconsistent with any provision of the Contract, the meaning of any trade termand the rights and obligations of parties there under shall be as prescribed byIncoterms.

Incoterms means international rules for interpreting trade terms published by theInternational Chamber of Commerce. (Latest edition), France.

3.0.0 SCOPE OF FACILITIES

3.1.0 Unless otherwise expressly limited in the Technical Specifications, the Contractorsobligations cover the provision of all Plant and Equipment and the performance of all

Installation Services required for the design, the manufacture (including procurement,quality assurance, construction, installation, associated civil works, Pre-commissioning and delivery) of the Plant and Equipment and the installation,completion and commissioning of the Facilities in accordance with the plans,procedures, specifications, drawings, codes and any other documents as specified inthe Technical Specifications. Such specifications include, but are not limited to, theprovision of supervision and engineering services; the supply of labour, materials,equipment, spare parts (as specified in this document) and accessories; ContractorsEquipment; construction utilities and supplies; temporary materials, structures and


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facilities; transportation (including, without limitation, unloading and hauling to, fromand at the Site); and storage, except for those supplies, works and services that willbe provided or performed by the Employer, as set forth in the correspondingAppendix (Scope of Works and Supply by the Employer) to the Contract Agreement.

3.2.0 The Contractor shall, unless specifically excluded in the Contract, perform all suchwork and/or supply all such items and materials not specifically mentioned in theContract but that can be reasonably inferred from the Contract as being required forattaining Completion of the Facilities as if such work and/or items and materials wereexpressly mentioned in the Contract.

4.0.0 CONTRACT PRICE

4.1.0 The price quoted by the Supplier/Bidder in his bid with additions and deletions asmay be agreed to and incorporated in the Contract for the entire scope of theContract shall be treated as the Contract Price.

4.2.0 TAXES AND DUTIES

4.2.1 The Contract Price shall be exclusive of excise duty, service tax, custom duties, workcontract tax, sales tax, octroi and any other levies, which if levied by Central,State/local authorities shall be paid/reimbursed at actuals by the Owner in full along-with the payment for supplies/ services against the documentary evidence to befurnished by the Contractor. The Price is inclusive of Work Contract Tax for whichTax deduction Certificate shall be given by the Owner to claim Tax refund /adjustment, in this respect, the Bidders are requested to refer clause 4.3 of this PartC, GCC also.

4.2.2 Excise duty/sales tax/custom duties/other fresh levies in respect of Sub-Vendorsitems directly despatchable to Site are also not included in the Contract Price and thesame shall be paid/reimbursed against the documentary evidence to be furnished bythe Contractor. In this respect, the bidders are requested to refer clause 4.3 of thisPart C, GCC also. However, if any tax exemptions, reductions, allowances orprivileges may be available to the Contractor in the country where the Site is located,the Employer shall use its best endeavours to enable the Contractor to benefit fromany such tax savings to the maximum allowable extent (refer to Clause 4.3 for moredetails).

4.2.3 Concessional rates of sales tax will be charged if declaration forms are furnished bythe Owner as required by Law. If such declaration forms are not furnished, then theapplicable sales tax as charged by the Tax authorities will be reimbursed by Owner.

4.2.4 Owner shall also issue relevant sales tax declaration Form for concessional rates ofsales tax on direct dispatches by Sub-Vendor of the Contractor for the transactionbetween the Owner and the Contractor.

4.2.5 The Contractor will provide necessary documents to the Owner for enabling theOwner to claim CENVAT (Central Value Added Tax).


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4.2.6 If there is a delay in delivery/Commissioning on account of the Contractor and if thereis any Statutory increase in duties / taxes / levies during the period of delay, in suchcase the differential shall be in account of the Contractor.

4.2.7 As regards Indian income tax, surcharge of income tax, withholding tax or any othercorporate tax, the Owner shall not bear any tax liability whatsoever. The Contractorshall be liable and responsible for payment of all such taxes, if attracted under theprovisions of law. The Owner shall however deduct applicable tax at source as perlaw from all payments to be made to the Contractor and the Owner will issue the TDS(Tax deduction at source) certificates for the same to the Contractor.

4.2.8 In the case of raw materials, components, sub-assemblies and other equipment andmaterials imported by the Indian Contractor for value addition, construction materialsand consumables, if any, all such import duties and levies payable shall be deemedto have been included in the Contract Price and no separate claim on this behalf willbe entertained by the Owner.

4.3.0 MEGA POWER PLANT/ DEEMED EXPORT BENEFITS / EPCG SCHEME

Deemed Export Benefit

Coporate Power Limited which is setting up a power project and has floated a Tenderunder ICB (International Competetive Bidding) route and Abhijeet Infra Limited hasbeen awarded this tender as an EPC contractor. The said Power Project is eligiblefor deemed export benefits on inputs used by Supplier and its sub vendor/manufacturer under clause no 8.2 (g) of chapter 8 of Foreign Trade Policy andCustom notification no. 91/2004-Tarrif dated 10.9.2004 being supplies to PowerProject.

Mega Power Plant

The Project Company is pursuing for Mega Power Benefits under ICB route. Oncethey obtain the status of mega power, then Excise and Custom duties will be Nil onissue of relevant notification/circular.

EPCG Licenses

Abhijeet Infra Limited is in the process of obtaining EPCG Licenses from the ProjectCompany (Corporate Power Limited) under which the supplies made by Supplierandits sub vendors for the Power Project shall be eligible for refund of terminal exciseduty under chapter 5 of Foreign Trade Policy.

Owner/Contractor shall extend all possible assistance including various documentslike Project authority certificate, payment certificate, invalidated EPCG licenserequired for availing benefits under EPGC/Deemed Export schemes of Foreign TradePolicy or schemes available under Mega Power Projects. Incase theOwner/Contractor is unable to provide the requisite documents to the Supplier, thenthe Owner shall bear the custom duty on imported components at the prevailing rate .


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The refund of terminal excise duty under EPCG / Deemed export benefit wil l bein Vendors Scope Only.

4.3.0 Change of Quantity

Being a EPC Contract the Prices are firm through out execution of the contract. Thefollowing clause shall be applicable for ordering of recommended spares, mandatoryspares, tools and tackles etc. and not to main contract

During the execution of the Contract, the Owner reserves the right to increase ordecrease the quantities of items under the Contract but without any change in unitprice or other terms and conditions. Such variations shall not be subject to anylimitations for the individual items but the total variation in all such items under theContract shall be limited to fifteen percent (+/- 15%) of the Contract Price as awardedunless otherwise specified in the Special Conditions of Contract or TechnicalSpecifications.

In case of lumpsum price contract, then above shall not be applicable

5.0.0 INTELLECTUAL PROPERTY & CONFIDENTIALITY

5.1.0 The copyright in all drawings, documents and other materials containing data andinformation furnished to the Employer by the Contractor herein shall remain vested inthe Contractor or, if they are furnished to the Employer directly or through theContractor by any third party, including suppliers of materials, the copyright in suchmaterials shall remain vested in such third party.

5.2.0 The Employer and the Contractor shall keep confidential and shall not, without the

written consent of the other party hereto, divulge to any third party any documents,data or other information furnished directly or indirectly by the other party hereto inconnection with the Contract, whether such information has been furnished prior to,during or following termination of the Contract. Notwithstanding the above, theContractor may furnish to its Subcontractor(s) such documents, data and otherinformation it receives from the Employer to the extent required for theSubcontractor(s) to perform its work under the Contract, in which event theContractor shall obtain from such Subcontractor(s) an undertaking of confidentialitysimilar to that imposed on the Contractor under similar contracts.

5.3.0 The Employer shall not use such documents, data and other information receivedfrom the Contractor for any purpose other than the operation and maintenance of theFacilities. Similarly, the Contractor shall not use such documents, data and other

information received from the Employer for any purpose other than the design,procurement of Plant and Equipment, construction or such other work and servicesas are required for the performance of the Contract.

5.4.0 The obligation of a party under these clauses above, however, shall not apply to thatinformation which.


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[a] Now or hereafter enters the public domain through no fault of that party

[b] Can be proven to have been possessed by that party at the time of disclosureand which was not previously obtained, directly or indirectly, from the otherparty hereto

[c] Otherwise lawfully becomes available to that party from a third party that has noobligation of confidentiality.

The above provisions of these clauses shall not in any way modify any undertaking ofconfidentiality given by either of the parties hereto prior to the date of the Contract inrespect of the Facilities or any part thereof.

5.5.0 The provisions of these clauses shall survive termination, for whatever reason, of theContract.

6.0.0 COMPLETENESS OF CONTRACT

6.1.0 The equipment shall be complete in every respect with all mountings, fitting, fixtures,and standard accessories normally supplied with such equipment even though notspecifically detailed in the specification unless included in the list of excluded items.The Contractor shall not be eligible for any extra payment in respect of suchmountings, fittings, fixtures and standard accessories etc. which are needed for thesafe operation of the equipment as required by applicable Codes as per Contract,though they may not have been included specifically in the Contract.

7.0.0 CONSTRUCTION OF THE CONTRACT

7.1.0 The Contracts to be entered into between the Owner and the successful Bidder shallbe as under:

7.1.1 For Foreign Bidder

'First Contract' for CIF (Indian Port-of-Entry) supply of Plant and Equipmentincluding spares to be supplied from abroad.

'Second Contract' for Ex-works (India) supply of domestically manufactured Plantand Equipment including spares.

Third Contract for providing all services i.e. port handling, port clearance andport charges for the imported goods, further loading and inland transportation fordelivery at Site, inland transit insurance, unloading, storage, handling at Site,installation, insurance covers other than inland transit insurance and includesdesign, engineering ,erection, civil and structural works which has alreadycovered above, and testing, Commissioning and conducting PerformanceGuarantee tests in respect of all the equipment supplied under the First and theSecond Contract and all other services specified in the Contract Documents.


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If the foreign bidder has proposed an Assignee to execute the Second Contractand/or the Third Contract and has also furnished written unequivocal consent of theproposed Assignee to work as independent Contractor on the terms and conditions

offered by the bidder and if the Owner is satisfied with capacity and experience of theAssignee, the Owner will enter into the 'Second Contract' and/or 'Third Contract' withthe said Assignee. In case no Assignee has been proposed by the foreign bidder or ifAssignee fails to enter into Contract with the Owner or if the Owner in its judgmentdoes not find acceptance of proposed Assignee as its Contractor, then the foreignbidder shall be obliged to enter into and execute all the three Contracts with theOwner covering the entire scope of work as envisaged in the bidding documents onthe same terms and conditions and cost as offered in his bid.

If the Owner accepts to enter into Second Contract and/or Third Contract with theAssignee of foreign bidder, the said Assignee, in addition to the ContractPerformance Guarantee to be provided by the foreign Contractor for ten percent(10%) of the value of all the three Contracts, i.e. First Contract, Second Contract

and Third Contract, shall provide separate Contract Performance Guaranteeequivalent to ten percent (10%) of the value of the Contract(s) entered into with theAssignee for the due performance of the Contract(s), with an initial validity uptosuccessful Commissioning of Goods.

7.2.0 For Domestic Bidder

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

'Second Contract' for Ex-works (India) supply of domestically manufactured Plantand Equipment including spares.

'Third Contract' for providing all services i.e. port handling, port clearance andport charges for the imported goods, further loading, inland transportation fordelivery at Site, inland transit insurance, unloading, storage, handling at Site,installation, insurance covers other than inland transit insurance and includesdesign, engineering ,erection, civil and structural works which has been alreadycovered above, testing, Commissioning and conducting Performance Guaranteetests in respect of all the Plant and Equipment supplied under the 'First Contract'and 'Second Contract' and all other services specified in the Contract Documents.

7.3.0 Contract Documents

These Contract Conditions together with the Specification, Bid drawings andguaranteed technical particulars, Bid data with subsequent agreed modification

thereof, Bid, all correspondences with the Owner and Signed Agreement and othersupporting documents shall constitute the Contract Document(s). In case of anyconflict or contradiction between the Contract Documents inter se, the terms of thedocument bearing a later date shall prevail over the earlier document. No variation ormodification or terms and conditions of the Contract Documents or waiver of any ofthese terms and conditions shall be deemed valid unless agreed in writing andsigned by the Owner and the Contractor.


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7.9.0 Contractors responsibilities

7.9.1 The Contractor shall design, manufacture (including associated purchases and/or

subcontracting), install and complete the Facilities with due care and diligence inaccordance with the Contract.

7.9.2 The Contractor confirms that it has entered into this Contract on the basis of a properexamination of the data relating to the Facilities (including any data as to boringtests) provided by the Employer, and on the basis of information that the Contractorcould have obtained from a visual inspection of the Site (if access thereto wasavailable) and of other data readily available to it relating to the Facilities as of thedate .. days prior to bid submission. The Contractor acknowledges that anyfailure to acquaint itself with all such data and information shall not relieve itsresponsibility for properly estimating the difficulty or cost of successfully performingthe Facilities.

7.9.3 The Contractor shall acquire in its name all permits, approvals and/or licenses fromall local, state or national government authorities or public service undertakings in thecountry where the Site is located that are necessary for the performance of theContract, including, without limitation, visas for the Contractors and Subcontractorspersonnel and entry permits for all imported Contractors Equipment. The Contractorshall acquire all other permits, approvals and/or licenses that are not theresponsibility of the Employer and that are necessary for the performance of theContract.

7.9.4 The Contractor shall comply with all laws in force in the country where the Facilitiesare installed and where the Installation Services are carried out. The laws will includeall local, state, national or other laws that affect the performance of the Contract andbind upon the Contractor. The Contractor shall indemnify and hold harmless the

Employer from and against any and all liabilities, damages, claims, fines, penaltiesand expenses of whatever nature arising or resulting from the violation of such lawsby the Contractor or its personnel, including the Subcontractors and their personnel

7.9.5 Any Plant, Material and Services that will be incorporated in or be required for theFacilities and other supplies shall have their origin as per international norms insimilar contracts.

7.10.0 Employers Responsibilities

7.10.1 The Employer shall ensure the accuracy of all information and/or data to be suppliedby the Employer as described in the corresponding Appendix (Scope of Works andSupply by the Employer) to the Contract, except when otherwise expressly stated in

the Contract.

7.10.2 The Employer shall be responsible for acquiring and providing legal and physicalpossession of the Site and access thereto, and for providing possession of andaccess to all other areas reasonably required for the proper execution of theContract, including all requisite rights of way, as specified in the correspondingAppendix (Scope of Works and Supply by the Employer) to the Contract Agreement.The Employer shall give full possession of and accord all rights of access thereto onor before the date(s) specified in that Appendix.


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issues a written amendment to the specification. After approval of thedrawings/documents, final drawings/documents shall be certified as Approved forConstruction and shall be submitted in quantities as specified above for distributionpurpose. Should any minor revision be made after Approval, the Contractor shall

redistribute the drawings/documents in the same procedure stated above. A number,date and subject in a revision block provided in the drawings/ documents shall markevery revision.

11.3.0 Five (5) copies each of the drawing (those drawings which are not prepared by theContractor but given to him by the Owner for execution of work by the Contractor)marked As Built shall be returned immediately upon completion of the job by theContractor and duly marked with the needed modifications/ alterations made at Site,in accordance with the Engineers approval. Similarly, Five (5) sets of As Builtdrawings for drawings prepared by the Contractor immediately upon completion ofthe corresponding work/works shall be furnished.

11.4.0 Any work shown on the drawing and not particularly described in the specification

shall also be included by the Contractor in his bid and the omission either from thedrawings or specifications of any detail of Work necessary and obviously intendedshall not relieve the Contractor from performing such Work.

11.5.0 The Contractor shall take approval of designs and drawings before commencementof manufacture of the equipment. The Contractor at his own cost, if any discrepancyarises shall rectify any manufacturing done prior to approval of drawings. Noextension of delivery period shall be granted on this account.

11.6.0 The Owner shall have the right to request the Contractor to make any change in thedesign/drawing that may be necessary to make the equipment conform to theprovision and interests of the Contract at the cost and expense of the Contractor.

11.7.0 The Contractor shall be responsible for and shall pay for any alteration of the workdue to any discrepancies, errors and omissions in the drawings or other particulars,supplied by him, whether such drawings or particulars have been approved by theOwner or not, unless such discrepancies, errors or omissions are due to inaccurateinformation or particulars furnished to the Contractor by the Owner.

11.8.0 If any dimensions figured upon a drawing or a plan differ from those obtained byscaling the drawing or plan, the dimensions as figured upon the drawing or plan shallbe taken as correct.

12.0.0 REPEAT ORDER/CONTRACT

The Owner reserves the right to place repeat order/Contract of Goods & Services ora part of order/Contract of goods and services of same specifications & rating upto 2years from the date of signing of Contract/date of release of Order for the OwnersAbhijeet Infra Private Limited. Thermal Power Plant or for any other project ofassociate/ subsidiary/ group company of the Owner at the same price and terms &conditions agreed in this Contract provided the scope, layout, technical specificationsand Site conditions (Including seismic zone) are identical to this Contract. In case ofany change on account of scope, layout, technical specifications, Site conditions


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13.9.0 The Owner reserves the right to place repeat order for Spares / parts upto 2 years

from the date of signing of Contract/date of release of Order for the Owners AbhijeetInfra Private Limited. Thermal Power Plant or for any other project of associate/

subsidiary/ group company of the Owner at the same price and terms & conditionsagreed in this Contract provided the scope, layout, technical specifications and Siteconditions (Including seismic zone) are identical to this Contract. In case of anychange on account of scope, layout, technical specifications, Site conditions(Including seismic zone), the variation in Contract Price on this account shall bemutually discussed and agreed between the Owner and the Contractor.

14.0.0 MATERIALS AND WORKMANSHIP

All Goods to be supplied and all Works to be done by the Contractor under theContract shall be manufactured and executed in the manner stipulated in theSpecifications.

The Contractor shall use the best available materials for the Works. These materialsshall be of recent manufacture, free from defects and imperfections and unused.

The highest standards of safety shall be adhered to during execution of the Works.

15.0.0 MINOR ACCESSORIES & FITTINGS

The Contractor shall supply all such minor accessories, fittings and apparatusrequired for the completion of the supply that have not been specifically mentioned inthe specification or bid offer which are usual or necessary for the equipment.

16.0.0 PATENT RIGHTS AND ROYALTIES

Royalties and fees for patents covering materials, articles, apparatus, devices,equipments or processes used in the Works shall be deemed to have been includedin the Contract Price. The Contractor shall satisfy all demands that may be made atany time for such royalties or fees and he alone shall be liable for any damages orclaims for patent infringements and shall keep the Owner fully indemnified in thatregard. The Contractor shall, at his own cost and expense, defend all suits orproceedings that may be instituted for alleged infringement of any patents involved inthe Works, and, in case of an award of damages, the Contractor shall pay for suchaward. In the event of any suit or other proceedings instituted against the Owner, thesame shall be defended at the cost and expense of the Contractor.

17.0.0 AFTER SALES SERVICES

The Contractor whenever asked for by the Owner at Contractors cost within theDefect Liability Period and at the Owners cost after the Defect Liability Period shallattend to the equipment/ material supplied against this Contract.


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20.5.0 In case the Owner shall refuse to admit that any variation directed by him involves

extra work or extra materials entitling the Contractor to claim extra payment, theContractor shall, never the less if so required by the Owner, carry out the same and

the matter of financial liability shall be decided by arbitration as provided in theseGeneral Conditions.

20.6.0 In the event of the Owner requiring any variations, such reasonable and propernotice shall be given to the Contractor as will enable him to make his arrangementsaccordingly, and in cases where goods or materials have already been prepared orany designs, drawings or pattern have been made or work done that is required to bealtered, a reasonable sum in respect thereof shall be allowed by the Owner providedthat the Contractor will substantiate the same to the satisfaction of the Owner.

21.0.0 SUSPENSION OF WORK

The Owner reserves the right to suspend and reinstate execution of the whole or anypart of the Contract without invalidating the provision of the Contract. The Owner willissue orders for suspension or reinstatement of the Contract to the Contractor inwriting. The time for completion of the Works will be extended for a period equal toduration of suspension. Any necessary and demonstrable cost incurred by theContractor as a result of such suspension of the Works will be paid by the Owner,provided such costs are substantiated to the satisfaction of the Owner. The Ownershall not be responsible for any liabilities if suspension or delay is due to somedefault on the part of the Contractor or his Sub-contractor.

22.0.0 PROJECT MANAGEMENT, PROGRESS REPORT AND PHOTOGRAPHS

22.1.0 The Contractor shall appoint a senior level officer as the Project Manager for projectplanning and management who shall be the single point contact for all the issuesrelated to design & engineering, manufacturing, dispatches, erection, testing,commissioning and PG Testing of the Goods. Before nominating the ProjectManager, the Contractor shall submit to the Owner, the profile of 3 4 proposedcandidates giving the details of their experience in handling similar kind of Works forOwners approval. The proposed candidates should have minimum 5 yearsexperience in independently handling such type of jobs. The Owner, if required, shalltake the interview of the proposed candidates and shall intimate to the Contractorregarding their decision on the preferred candidate as Project Manager. TheContractor shall have no right to change the Project Manager during the execution ofthe Contract without the written consent of the Owner.

22.2.0 The Contractor shall submit, within fifteen (15) days from the date of Contract, anextensive L1 Network (to be prepared by using Primavera software package orMicrosoft Project) covering various key phases of the work such as design,procurement, manufacturing, shipment and field erection activities in line with theagreed work schedule. This network shall also indicate the interface facilities to beprovided by the Owner and the dates by which such facilities are needed. TheContractor shall discuss the network so submitted with the Owner and the agreednetwork, which may be in the form as submitted or in revised form in line with theoutcome of discussions shall form part of the Contract Documents.


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22.10.0 The Employer may by notice to the Contractor object to any representative or

person employed by the Contractor in the execution of the Contract who, in thereasonable opinion of the Employer, may behave inappropriately, may be

incompetent or negligent, or may commit a serious breach of the Site regulationsprovided GCC. The Employer shall provide evidence of the same, whereupon theContractor shall remove such person from the Facilities.

22.11.0 If any representative or person employed by the Contractor is removed, theContractor shall, where required, promptly appoint a replacement.

23.0.0 DELAY IN DELIVERY/COMMISSIONING

a) The time for and date of delivery/Commissioning specified shall be deemed to bethe essence of the Contract and the Works shall have to be completed not laterthan the date (s) specified. Should the Contractor fail to deliver/Commission the

equipment or any part thereof within the specified period, the Owner shall beentitled at his option.

i) To recover from the Contractor as Liquidated Damages stated in Section-AClause 89 of this Volume-I.

ii) To source from elsewhere of similar description equipment after giving duenotice to the Contractor on his account and risk the equipment / material notdelivered without cancelling the Contract for the material / equipment notyet due for delivery.

iii) To cancel the Contract or part thereof if so desired and to purchase thematerial / equipment at the risk and cost of the Contractor.

b) The adjustment in regard to the amount recoverable if any, in terms of para (a)above shall be made from the Bank Guarantee (s) as may be available and / or inany other manner as may be deemed appropriate by the Owner.

c) Any financial liability i.e. increase in rate of Excise Duty, Sales Tax, customduties, cost of raw material, freight charges, insurance tariff etc., arisingconsequent upon failure of the Contractor to adhere to the stipulated delivery/Commissioning schedule shall be to the account of Contractor.

24.0.0 FORCE MAJEURE CONDITIONS

24.1.0 Force Majeure is herein defined as any cause which is beyond the control of theContractor or the Owner, as the case may be, which they could not foresee or with areasonable amount of diligence could not have been foreseen and whichsubstantially affect the performance of the Contract, such as:

a) Natural phenomena, including but not limited to floods, droughts, earthquakesand epidemics;


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25.4.0 Contractor shall give the Owner or his duly authorised representative fifteen (15)days advance notice of any material / equipment being ready for testingcommensurate with delivery schedule to depute his representative for inspection,testing & checking of the material / equipment. For this purpose, the date of receipt

of the letter in the office of the Owner shall be deemed as the date of call forinspection and not the date mentioned in the letter or its date of despatch.

25.5.0 All Plant and equipment shall comply with the requirement of type tests and shallbe subjected to the routine tests specified in the set of standards adopted and tosuch other tests as stipulated in the respective technical specifications.Manufacturers test certificate shall be submitted to the Owner for approval prior todespatch of any equipment.

25.6.0 In all cases where the Contract provides for test, whether at the premises of worksof the Contractor or of any sub-contractor, the Contractor, except where otherwisespecified shall provide free of charge to the Owner, such labour, materials,electricity, fuel, water, stores, apparatus and instruments as may reasonably be

demanded to carry out efficiently such test of the plant, in accordance with theContract and shall give facilities to the Owner or his authorised representative toaccomplish such testing.

25.7.0 The Owner reserves to himself the right of having any inspection or special test of areasonable nature at Contractors premises or at site, in addition to thoseprescribed in applicable standards and in the enclosed technical specification(Volume-II).

25.8.0 When the tests have been satisfactorily completed at the Contractors or sub-contractors works, Owner shall issue a certificate to that effect but if the Owner orhis representative did not witness the tests, the certificate would be issued after thereceipt of test certificate by the Owner. No plant shall be shipped before such a

certificate has been issued. The satisfactory completion of these tests or the issueof this certificate, shall not bind the Owner to accept the plant, should it, on furthertests after erection, be found not to comply with the Contract.

25.9.0 The authorised representative of the Owner shall have at all reasonable timesaccess to the works and premises of the Contractor and or his associates, if any,and shall be free to inspect the works, examine and test the product(s) includingraw materials used and the workmanship employed during or after themanufacture.

25.10.0 The Contractor shall provide without any extra charges, all necessary facilitiesincluding materials, tools, labour and assistance required for carrying out suchinspection, testing and examination. The Contractor shall also furnish the latest

calibration certificate of the testing instruments/equipments used for the testing ofthe material/equipment/as covered in the Contract, to the inspecting officer. Thetesting instruments/ machines should be got calibrated by the Contractor from timeto time from the manufacturer of the testing instruments or any Govt. recognisedtesting laboratory. The calibration certificate should not, in any case, be older thanone year at the time of presenting the same to the inspecting officer. In case,however, the Contractor fails to comply with the conditions as aforesaid, acertificate in writing of the inspector/ representative of the Owner that the Supplierhas failed to provide the facilities shall be conclusive.


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25.11.0 Unless the inspection is specifically waived, no material shall be despatched

without prior inspection and clearance for despatch by the Owners representative.

25.12.0 The Owner reserves the right to reject all or any part of the material beingmanufactured or waiting despatch, due to any defect or deviations from thestandard specifications prescribed as observed during the inspection. In case ofany dispute or difference in this regard, the decision of the Owner shall be final andbinding.

25.13.0 The Owner also reserves the right to get the material/ equipment tested in anyrecognised Government Laboratory and claiming any compensation or rejecting thematerial/equipment, if not found in accordance with the specification. All chargesconsequent to such erection and replacement / rectification shall be borne by theContractor.

26.0.0 TEST CERTIFICATES

26.1.0 Photostat copies of latest type test certificates from any recognised GovernmentLaboratory for all the type tests wherever prescribed in the relevant latest edition ofISS (as applicable) shall be furnished alongwith the Bid.

26.2.0 In case of any specific alternative requirement of type tests, the same shall befurnished as per Volume-II (technical specification).

26.3.0 The Supplier shall be required to furnish the routine/ manufacturer(s) factory testcertificate(s) for the tests carried out during manufacture in accordance with therelevant standard specifications.

27.0.0 ACCEPTANCE OF PLANT FOR DESPATCH

27.1.0 When all tests to be performed in the Contractors or sub-contractors premises underthe terms of this Contract have been successfully carried out and test reportsapproved, the despatch instructions will be given by the Owner to the Contractor.Instructions for immediate despatch will not unreasonably be withheld.

28.0.0 PACKING, FORWARDING AND SHIPMENT

28.1.0 Foreign Supplier

28.1.1 The Contractor, shall after proper painting, pack and crate all equipment in a mannersuitable for ocean transportation to a tropical, hot climatic region in accordance withthe internationally accepted export practices and in such a manner so as to protect itfrom damage and deterioration in transit by road, rail and/or sea and during storageat the Site till the time of erection. The Contractor shall be held responsible for alldamages due to improper painting, packing and crating.


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29.13.0 Based on Contracts awarded final Insurance coverage requirements will be

informed alongwith required policy and coverage schedule and the Contractor shallarrange the same as necessary.

30.0.0 OWNER ACCEPTANCE TESTS

For Owner Acceptance Tests at Site, the Contractor, except where otherwisespecified, shall provide free of charge such labour, material, electricity, fuel, water,apparatus and instruments as may be required from time to time to carryoutefficiently such test of the plant, material or workmanship in accordance with theContract. In case equipment/material is not found as per the Contract, all expensesincurred during site testing will be to the Contractor account and material shall bereplaced by Contractor at Site at their own cost and expense.

The following field inspections and tests will be carried out in the sequence detailed

below and the successful performance and completion of all the tests takentogether shall constitute the Owner Acceptance Tests:

a) INSPECTION AND PRE-COMMISSIONING TESTS

i) On completion of erection of the equipment and before start-up, each itemof the equipment shall be thoroughly cleaned and then inspected jointly bythe Owner and the Contractor for correctness and completeness ofinstallation and acceptability for start-up leading to initial pre-commissioning tests at Site. The list of pre-commissioning tests to beperformed shall be as mutually agreed and included in the Contractorsquality assurance programme.

ii) The Contractors Commissioning/start-up engineers, specially identified asfar as possible, shall be responsible for carrying out all the pre-commissioning tests at Site.

iii) The time consumed in the inspection and checking of the units shall beconsidered as a part of the erection and installation period.

b) START-UP AND INITIAL OPERATION

On completion of inspection, checking and after the pre-commissioning testsare satisfactorily over, the complete equipment shall be placed on initialoperation during which period the complete equipment shall be operatedintegral with sub-systems and supporting equipment as a complete plant and

necessary adjustments, repairs etc. will be made.

When the equipment is operating properly, its characteristics shall be recordedon the start-up report sheets.

The time consumed in Startup and Initial operation shall be considered as apart of the erection and installation period.


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After the completion of the initial operation, the unit shall be put under TrialOperation.

c) TRIAL OPERATION

i) For the period of trial operation, the time of operation with any load shall becounted. The trial operation shall be conducted for 240 continuous hours.However, minor interruptions not exceeding 1 to 2 hours at a time causedduring the continuous operation and totalling to 24 (twenty four) hours willnot affect the total duration of trial operation. However, in case ofinterruption, longer than 24 hours, the trial operation will be prolonged forthe period of interruption. In case the full load operation for 5 days isachieved without any problem/interruption during the period of trialoperation, the trial operation and Commissioning shall be treated ascomplete even though the trial operation period of 240 hours might havenot been completed.

ii) During the above trial operation the entire plant including all equipment(s),system(s) and sub-system(s) shall operate in accordance with theirpredicted performance without any problem/ vibration/ noise etc.

d) COMMISSIONING

After the completion of trial operation, the equipment covered under thisContract shall be operated successfully at full load without any problem /interruption for a continuous period of 5 days. However, in case the fullload continuous operation for a period of 5 days without any problem/interruption is achieved during the period of Trial Operation, the Goodsshall be treated as Commissioned.

e) PERFORMANCE AND GUARANTEE TEST

i) The final test as to the performance and guarantees shall be conducted atSite by the Contractor in presence of the Owner. Such test will becommenced, within a period of three (3) months after successfulcompletion of Commissioning. Any extension of time beyond the abovethree (3) months shall be mutually agreed upon.

ii) These tests shall be binding on both the parties of the Contract todetermine compliance of the equipment with the performance guarantees.

iii) Any special equipment, tools and tackles required for the successful

completion of the performance and guarantee tests shall be provided bythe Contractor, on loan basis. However, labour, electricity, water and fuelshall be provided by Owner free of cost.

iv) In case both the Contractor and the Owner mutually agree for conductingthe Performance Guarantee Tests beyond 3 months from the date ofCommissioning of the Goods, in such case, the Contractor shalldemonstrate the performance taking in to account the aging of the Goods(based on the prevailing International codes and Standards).


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31.0.0 REJECTION OF DEFECTIVE PLANT

31.1.0 If the completed plant, or any portion there-of, before it is taken over by the Owner be

found defective or fails to fulfil the requirements of the Contract, the Engineer shallgive the Contractor notice setting forth particulars of such defects or failure and theContractor shall forthwith make the defective plant good or alter the same to make itcomply with the requirements of the Contract at his own cost and expense. Shouldhe fail to do so within a reasonable time, which shall be decided by the Owner,Owner may take action to replace, at the cost of the Contractor the whole or anyportion of the Plant, as the case may be, which is defective or fails to fulfil therequirements of the Contract.

31.2.0 In the event of such rejection, Owner shall be entitled to the use of the Plant inreasonable and proper manner for a time reasonably sufficient to enable him toobtain other replacement plant. During the period the rejected plant is usedcommercially the Contractor shall not be entitled to any sum as payment for such

use.

31.3.0 Nothing in this clause shall be deemed to deprive the Owner of, or affect any rightsunder the Contract which he may otherwise have in respect of such defects ordeficiencies or in anyway relieve the Contractor of his obligation under the Contract.

32.0.0 FINAL ACCEPTANCE AND TAKING OVER

32.1.0 For the purpose of Trial Operation/Commissioning and Performance & GuaranteeTests to be performed by the Contractor, the Owner, as a part of his input, willprovide operating personnel for operation of the equipment. During such operation,the Owners operating personnel shall be under the direct supervision of theContractors/manufacturers representative. However, the operating personnel of

the Owner shall be required to do only those duties which are normally assignedto such operational staff. All other required labour shall be arranged by theContractor.

32.2.0 Upon successful completion of Owner Acceptance Tests to be performed at Site onequipments furnished and erected by the Contractor, the Owner shall issue to theContractor a Taking Over Certificate as a proof of the final acceptance of theequipment. Such certificate shall not relieve the Contractor of any of his obligationswhich otherwise survive, by the terms and conditions of the Contract after issuanceof such certificate.

33.0.0 DEFENCE OF SUITS

If any action in Court is brought against the Owner or an officer or agent of theOwner, for the failure, omission or neglect on the part of the Contractor to performany acts, matters, covenants or things under the Contract, or for damage or injurycaused by the alleged omission or negligence on the part of the Contractor, hisagents, representatives or his Sub-Contractors, or in connection with any claim ofSub-Contractors, Workmen, Suppliers or Employees, the Contractor shall in all suchcases indemnify and keep the Owner and/or his representative harmless from alllosses, damages or expenses arising out of such action.


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H The acceptance of the Goods, Mandatory & Recommended spares and tools &

tackles by the Owner shall in no way relieve the Contractor of his obligationsunder this Clause.

I In respect of goods supplied by Sub-Contractors to the Contractor where alonger guarantee is provided by such Sub-Contractors, the Owner shall beentitled to the benefit of such longer guarantee.

J At the end of the Defect Liability Period, the Contractors liability ceases exceptfor Latent Defects. Latent Defects are inherent defect in design, workmanshipor material which have surfaced after the Defect Liability Period and whichcould not be found during normal checking and which may hinder or endangerthe normal operation of equipment. Contractor will make good such defaultwhich shall appear during said period in case such defect is noticed toContractor within 30 days after it shall be first noticed by the Owner.

The provision of latent defects as above shall be applicable up to the end of six(6) years period after the taking over of the Plant by the Owner.

35.2.0 For Erection & Commissioning Contract [if Installation is in Contractorscope as per Bidding Documents]

A. The Defects Liability Period shall be for a period of twelve (12) calendar monthsfrom the date of Commissioning of Goods. The Contractor shall be liable toreplace / upgrade at his own cost and expense with the specific consent of theOwner, any defective parts in the Goods erected by them and to rectify alldefects in workmanship relating to erection and Commissioning of the Goods,under the Contract arising during the Defects Liability Period.

B. In the event of any emergency where in the judgement of the Owner, delaywould cause serious loss or damages, repairs or adjustment may be made bythe Owner or a third party chosen by the Owner without advance notice to theContractor and the cost of such work shall be paid by the Contractor. In theevent such action is taken by the Owner, the Contractor will be notified promptlyand he shall assist wherever possible in making necessary corrections. Thisshall not relieve the Contractors liability under the terms and conditions of theContract.

C. The Defects Liability period for the replaced / renewed / repaired parts shallremain until the expiration of twelve (12) months from the date of suchreplacement or renewal or repaired.

D. The repaired or new parts will be furnished and erected free of cost by theContractor. If any repair is carried out on his behalf at the Site, the Contractorshall bear the cost of such repairs.

E. The cost of any special or general overhaul rendered necessary during theDefects Liability period due to defects in the Goods or defective work shall beborne by the Contractor.


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(c) Experience of the transferee, assignee or Sub-contractor in the related areas

of Work;

(d) The manpower, equipment, material and other resources available with thetransferee, assignee or Sub-contractor for the Work;

(e) Domicile of the proposed transferee, assignee or Sub-contractor andparticulars of its other existing operations or contracts, if any, in India.

42.2.0 Within four weeks of the date of the receipt of request for consent pursuant to thisclause, the Owner shall either give in writing consent thereof or communicate refusal.In the event of the Owner failing to communicate the refusal within the above saidfour weeks period, the Contractor shall be entitled to proceed as if the Owner hadgranted consent to such requests.

42.3.0 Notwithstanding anything to the contrary contained herein, the Contractor shall

remain solely responsible for and shall obtain all permits, licenses, approvals andauthorization as may be required under all applicable laws and regulations in India inrespect of any award or performance of any transfer, Sub-contract, sub-letting orassignment pursuant hereto.

42.4.0 Notwithstanding any transfer, assignment or sub-letting with the approval of theOwner as aforesaid, the Contractor shall be and shall remain solely responsible andliable to the Owner for the quality, proper and expeditious execution and performanceof the Goods and for due performance and observance of all the conditions of theContract in all respects, as if such transfer, assignment or sub-letting has not takenplace and as if the Work so transferred, assigned or sublet has been done directly bythe Contractor.

42.5.0 If any such transferee, assignee or Sub-contractor engaged upon the Works,executes any Work, which in the opinion of the Owner is not in accordance with theContract, the Owner may by written notice to the Contractor request him to terminatesuch sub-contract and the Contractor upon the receipt of such notice shall terminatesuch sub-contract and dismiss such Sub-contractor and the latter shall forthwithleave the Works failing which the Owner shall have the right to remove such Sub-contractor from the Site. In such cases no liability whatsoever will be attached to theOwner, nor will the Owner bear the cost of such sub-contract.

No action taken by the Owner under this clause shall relieve in any mannerwhatsoever, the Contractor of any of his liabilities and obligations under the Contractincluding completion period or give rise to any right to compensation/ extension oftime or otherwise.

43.0.0 CO-OPERATION WITH OTHER CONTRACTORS AND CONSULTING ENGINEER

43.1.0 The Contractor shall fully co-operate with the Owners other contractors and withConsulting Engineer, however, no exchange of information/documents will occurbetween the Contractor and the Owners other contractors and Consulting Engineer.


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43.2.0 If any part of the Contractors work depends upon the work of any other contractor,

the Contractor shall inspect and promptly report in writing to the Owner any defect insuch Works. His failure to do so shall constitute an acceptance of other contractors

work and no claim or extension of time is this regard shall be entertained by theOwner.

44.0.0 CHANGE OF NAME

44.1.0 At any stage after Bidding, the Owner shall deal with the Contractor only in the nameand at the address under which he has submitted the Bid. All the liabilities /responsibilities for the execution of the Contract shall be those of the Contractor andin no circumstances he shall be relieved of any obligations under the Contract.

45.0.0 BRIBES, COMMISSION ETC.

Any bribe, commission, gift or advantage given, promised or offered by or on behalfof the Contractor or his partners agent or servant or any one on his or on their behalf,to any officer, servant, representative or agents of the Owner or any person on his ortheir behalf, in relation to the obtaining or to the execution of this or any otherContract with the Owner, shall in addition to any criminal liability which he may incur,subject the Contractor to the cancellation of this and all other Contracts and also topayment of any loss or damages resulting from any such cancellation to the Owner.The Owner shall then be entitled to deduct the amounts otherwise due to theContractor under this or any other Contract. Any question or dispute as to thecommitment of any offence under the present clause shall be settled by the Owner insuch manner and on such evidence or information as he shall think fit and sufficientand his decision shall be final and conclusive.

46.0.0 CONTRACTORS DEFAULT

46.1.0 The Purchaser/Owner may terminate the Contract on Contractors default i.e. if theSupplier / Contractor:

a) is neglecting to perform his obligations or is not seriously carrying out the scopeof work, or

b) abandons the Contract or

c) becomes bankrupt or insolvent

Under such event the Purchaser / Owner shall be entitled to serve a notice of defaultas above on the Supplier / Contractor.

46.2.0 Should the Contractor fail to comply with the notice within thirty (30) days from thedate of notice, in such case, the Owner shall be at liberty to employ other workmenand forthwith execute such part of the Works which the Contractor may haveneglected to do or if the Owner shall think fit, without prejudice to any other right hemay have under the Contract, to take the Works wholly or in part out of the


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Upon the failure of the negotiation process as set out in clause A & B above, eitherParty may seek the reference of the Dispute/Disputes to arbitration by serving uponthe other a written demand that such matter be arbitrated. Written demand shall

include a brief description of the Dispute/Disputes and shall specify the name andaddress of an arbitrator selected by him. The other Party shall within 20 days ofreceipt of the arbitration demand select his arbitrator and provide the name andaddress of such arbitrator to the demanding Party and his arbitrator. The twoselected arbitrators shall within 15 days of the selection of the second arbitratorselect the third arbitrator. In case the two arbitrators are not able to agree on the thirdarbitrator, the same shall be appointed as per the Indian Arbitration and ConciliationAct 1996 as amended from time to time.

D. The place of arbitration shall be New Delhi, India and the laws applicable to thearbitration procedures shall be in accordance with the laws of India. The Englishlanguage shall be used throughout the arbitrage proceedings. The Parties and thearbitrators shall proceed with the arbitration expeditiously and shall use their best

endeavours to conclude the Arbitration within 90 days from the date of start ofArbitration proceedings.

E. The decision of any two of the three arbitrators shall be final and binding. The partiesagree that the decision and any award rendered by the arbitrators in connection witha Dispute:

(i) Shall be final and binding on the Parties.

(ii) Shall be the sole and exclusive remedy between the Parties regarding theDispute. The arbitration expenses shall be borne as per the award of arbitration ifsame are given in the award of arbitration else same shall be borne by theloosing party.

F. It is hereby clarified that in case the Contractor is a J oint Venture, comprising of twoor more joint venture partners, the J oint Venture will be entitled to nominate only oneArbitrator as per Clause C above and the Lead Partner nominated by the JointVenture shall alone be entitled to represent the J oint Venture in arbitrationproceedings. Any disputes or differences between the joint venture partners inter seshall not form part of the arbitration proceedings under this Contract and shall notaffect the arbitration proceedings in any manner. Arbitration Award shall however beenforceable jointly and severally against the joint Venture, and each of the jointventure partners.

48.0.0 TRANSFER OF OWNERSHIP

48.1.0 Ownership of the Plant and Equipment (including spare parts and tools and tackles)to be imported into the Country where the Site is located shall be transferred to theOwner upon loading on to the mode of transport to be used to convey the Plant andEquipment from the Country of origin to that Country.


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48.2.0 Ownership of the Plant and Equipment (including spare parts and tools and tackles)

procured in the Country where the Site is located shall be transferred to the Ownerwhen the Plant and Equipment are loaded on to the mode of transport to be used to

convey the Plant and Equipment from the works to the Site and upon endorsement ofthe despatch documents in favour of the Owner.

48.3.0 Ownership of the Contractors Equipment used by the Contractor and its Sub-contractors in connection with the Contract shall remain with the Contractor or itsSub-contractors.

48.4.0 Ownership of the Plant and Equipment in excess of the requirement for the Worksshall revert to the Contractor upon completion of the Works or at such earlier timewhen the Owner and the Contractor agree that the Plant and Equipment in questionare no longer required for the Works, provided quantity of any Plant and Equipmentspecifically stipulated in the Contract shall be the property of the Owner whether ornot incorporated in the Works.

48.5.0 Notwithstanding the transfer of ownership of the Plant and Equipment, theresponsibility for care and custody thereof together with the risk of loss or damagethereto shall remain with the Contractor pursuant to clause 64 (Protection and Careof Works) hereof until completion of Works or the part thereof in which such Plantand Equipment are incorporated.

GENERAL CONDITIONS APPLICABLE FOR ERECTION & COIMMISSIONINGCONTRACT

[If Installation is in the scope of Contractor as per Bidding Documents]

49.0.0These general conditions for erection of equipment shall be read and construed withother General Conditions of Contract indicated in this Part. If there is any conflict orinconsistency between the provisions of subsequent clauses and proceeding clausesof this Part, the subsequent clauses shall prevail so far the erection work coveredunder the Contract is concerned.

50.0.0 The Contractor shall nominate a senior officer as Project Manager at Site designatedfor the purpose of overall responsibility and co-ordination of the services to beperformed at site. Before nominating the representative, the Contractor shall submitto the Owner, the profile of 3 4 proposed candidates giving the details of theirexperience in handling similar kind of works for Owners approval. The proposedcandidates should have minimum 5 years experience in independently handling suchtype of jobs. The Owner, if required, shall take the interview of the proposed

candidates and shall intimate to the Contractor regarding their decision on thepreferred candidate as Project Manager. The Contractor shall have no right tochange the Project Manager during the execution of the Contract without the writtenconsent of the Owner. He will also co-ordinate with other contractors of Owner.

51.0.0 Services referred hereinafter in this Part shall mean and include all activities of theContractor at site as per accompanying technical specifications and ContractDocuments.


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xxi) Training of Owners personnel in Operation & Maintenance of goods at Site.

xxii) Furnish As Built drawings, site test certificates, operating instructions

manuals.

B CIVIL, STRUCTURAL AND ARCHITECTURAL WORKS

The Contractor shall be responsible for the preparation of the design and all drawingsand obtain approval of the same from the Owner when required and/or specified inthe Contract Document.

The Contractor shall be responsible for the survey, if necessary, and true and propersetting out of the Works and for the correctness of the positions, levels, dimensionsand alignments of all parts of the Works and shall provide all necessary survey grid-pillars, bench-marks, instruments, appliances and labour in connection therewith. Ifat any time during the progress of the Works any error shall appear or arise in the

positions, level, dimensions or alignments of any part of the Works, the Contractor,on being required to do so by the Owner, shall at his own expense rectify such errorsto the satisfaction of the Owner. The Contractor shall carefully protect and preserveall survey grid-pillars, bench-marks, site rails, pegs and other things used in settingout the Works.

The Contractor shall be responsible for all civil, structural and architectural Works asrequired for the installation of the Plant and its sub-systems and other facilities, ifspecified in the Contract Documents.

56.0.0 WELDING OF PARTS AND HIGH PRESSURE PIPING

The welding of piping shall be in accordance with the following requirements:

A QUALIFICATION OF WELD PROCEDURES

All the welding procedures adopted by the Contractor shall be qualified inaccordance with the latest applicable requirements of Section IX of ASME codebefore the work is begun. The Contractor shall submit to the Owner for review,copies of certificates qualifying welding procedures proposed to be used. Suchcertified welding procedures for welding of piping submitted to the Owner shall clearlystate the type of material, material thickness, the joint details, the pre-heattemperature maintained, the post weld heat treatment given and the welding currentand the voltage used during qualifications of welding procedures.

B WELDERS QUALIFICATION

Only welders, qualified in accordance with the latest applicable requirements, shallbe permitted to perform any welding work. In addition to such statutory qualificationrequirements, the welders shall also perform a satisfactory pre-productionqualification test to be conducted by the Contractor at site in consultation with and tothe requirements of the Owner, prior to performing work under these specifications.The services of an independent testing laboratory shall be retained by the Contractorto perform welder qualification tests for welders.


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All the welders carrying out welding at Site shall carry an identification badge, whichshall indicate the category and the grade of welding for which they have been testedand authorised to carry out welding. All such badges shall be countersigned by the

Owner.

C RECORDS

All records of the welding procedures, the welders qualification tests and thewelders performance details for the work performed under these specifications shallbe maintained by the Contractor in a manner acceptable to the Owner. The names ofall the welders who made each weld on the piping shall be maintained by theContractor. The certified copies of any or all the above documents shall be submittedto the Owner on request.

D MARKING

On completion of each welded joint, the welder shall mark his regularly assignedidentification mark near the joint. The welders identification numbers, inspectionstamps or code symbol stamps and any other information shall not be directlystamped on any alloy steel piping. In alloy steel piping, all such information shall bestamped on separate marking plate, which shall be tack welded on pipe near theweld.

E HEAT TREATMENT

i) Pre-heating, post-heating and post-weld stress relief operations of all welds shall beperformed in accordance with the requirements of applicable code. Local post-weldstress relieving heat - treatments shall be adopted only in cases where it is normallyimpracticable to subject the entire assembly as such for stress relieving operations.

Heating may be by means of electric induction coils or electric resistance coils. Oxy-acetylene flame heating or exothermic chemical heating methods will not bepermitted. Complete recording of the temperatures throughout the stress relievingcycle of the material and the weld subjected to heat treatment shall be made bymeans of a potentiometric recorder. Recorders other than those of potentiometrictype shall not be used for such temperature recording during stress relievingoperations.

ii) After setting-up the weld joint for heat treatment operation, the Owners signatureshall be obtained on the strips chart of the recorder prior to starting of heat treatmentcycle. The right hand comer of the strip chart at the starting point of the heattreatment cycle shall contain details like the weld number, material, diameter andthickness, method of heating adopted, prescribed ranges of heat treatment

temperatures, date of heat treatment, reference to item number of the Field WeldingSchedule etc.


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B All valves and valve actuators, and dampers and damper actuators, if any, shall be

thoroughly cleaned and service prior to pre-commissioning tests and/or TrialOperations of the Plant. A system for recording of such servicing operation shall be

developed and maintained in a manner acceptable to the Owner and to ensure thatno valves or dampers including their actuators are left unserviced.

58.0.0 MATERIALS HANDLING AND STORAGE

A All the equipments furnished under the Contract and arriving at Site shall be promptlyreceived, unloaded and transported and stored in the storage space by theContractor.

B Contractor shall be responsible for examining all the shipment and notify the Ownerimmediately of any damage, shortage, discrepancy etc. for the purpose of Ownerinformation only. The Contractor shall submit to the Owner every week a report

detailing all the receipts during the week. However, the Contractor shall be solelyresponsible for any shortages or damage in transit, handling and/or in storage anderection of the equipment at Site. Any demurrage, wharfage and other such chargesclaimed by the transporters, railways etc. shall be to the account of the Contractor.

C The Contractor shall maintain an accurate and exhaustive record detailing out the listof all equipment received by him for the purpose of erection and keep such recordopen for the inspection of the Owner.

D All equipment shall be handled very carefully to prevent any damage or loss. Theequipment stored shall be properly protected to prevent damage either to theequipment or to the floor where they are stored. The equipment from the store shallbe moved to the actual location at the appropriate time so as to avoid damage of

such equipment at Site.

E All electrical panels, controls gear, motors and such other devices shall be properlydried by heating before they are installed and energised. Motor bearings, slip rings,commutators and other exposed parts shall be protected against moisture ingressand corrosion during storage and periodically inspected. Heavy rotating parts inassembled conditions shall be periodically rotated to prevent corrosion due toprolonged storage.

F All the electrical equipment such as motors, generators, etc. shall be tested forinsulation resistance at least once in three months from the date of receipt till thedate of commissioning and a record of such measured insulation values maintainedby the Contractor. Such records shall be open for inspection by the Owner.

G The Contractor shall ensure that all the packing materials and protection devicesused for the various equipments during transit and storage are removed before theequipment are installed.

H The consumables and other supplies likely to deteriorate due to storage must bethoroughly protected and stored in a suitable manner to prevent damage ordeterioration in quality by storage.


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I All the materials stored in the open or dusty location must be covered wit