Inquiry for Procurement of Drill Bits FOR RJ-ONN-2005/3 RAJASTHAN BLOCK INDIA

Inquiry: GSPC/2013/108

GUJARAT STATE PETROLEUM CORPORATION LTD.

GSPC Bhavan, 1st Floor, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-66701002/66701605 Fax No: +91-79-23236375

June 2012 Issue Date: 18th June 2013 Bid Closing Date: 03rd July 2013(1600 hours IST)

RFQ No.GSPC/2013/108

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CONTENTS Section: Section-I: Section-II: Section-III: Section-IV: Section-V:

Invitation to Bidders Scope of Supply & Technical Specification Price Schedule Instruction to Bidders General Terms and Conditions

Attachment : Attachment 1: Performance Bank Guarantee Attachment 2: Acknowledgement Attachment 3: List of Banks for providing PBG Attachment 4: Bid Bond

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RFQ No.GSPC/2013/108

SECTION - I
1.0 INVITATION TO BIDDERS Gujarat State Petroleum Corporation Limited th GSPC Bhavan, 6 Floor, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-66701002/ 66701605 /66701621 Fax No: +91-79-23236375 REQUEST FOR QUOTATION (TENDER DOCUMENT or BID) BID ISSUE DATE: 18 June 2013
th

BID DUE DATE: 03

rd

July 2013 (16.00 hrs (IST))

Gujarat State Petroleum Corporation Ltd. (hereinafter referred to as GSPC as an Operator for RJ-ONN2005/3 RAJASTHAN Block respectfully solicits your Bid for supply of various Drill Bits to support drilling of Wells in Rajasthan Block located near Ramgadh, Jaisalmer in Rajasthan, India under the Production Sharing Contract (PSC) with the Government of India. The requirement of these material is immediate. GSPC is desirous of engaging the Supplier/Contractor for supply for the said Block through this tender. Outlined hereinafter, is a comprehensive Bid package that you are requested to go through carefully. Your bid must be in compliance with the requirements, specifications, and other applicable attachments, including GSPCs terms and conditions. Evaluation of Bids for awarding the Purchase Order/Contract, while weighting price substantially, will be based on the most advantageous offer reflecting a combination of price, quality of equipment, acceptable delivery, warranty, and a commitment to ensure on-time delivery. GSPC reserves the right to reject or accept, in whole or in part, any Bid, waive formalities in the bidding process, or to negotiate Purchase Order/Contract terms with any individual firm when such is deemed by GSPC to be in its best interest. GSPC will be under no obligations to provide reasons for accepting or rejecting a Bid. The Bidders Response Acknowledgment Form (as indicated in Attachment-2) must be completed and returned via facsimile transmission / Scanned copy within two (2) working days of receipt of Bid package. This is to alert GSPC about the total number of expected responses, and to ensure that Bidders received the Bid package. If a Bidder does not intend to submit a Bid he should so state in the Bidders Response Acknowledgment (see attachment-2). Bidders are required to furnish Bid Bond for an amount of Indian Rs.58,000/- (Rupees Fifty Eight Thousand only) (for Indian Bidders) and US$ 1,000/- (US$ One thousand only) (for Foreign Bidders). Bid Bond is required to be furnished in as per attached format, Attachment 4. Bid Bond shall be returned to all unsuccessful bidders within one month after completion of tendering process. If a Bidder does not intend to submit a Bid he should so state in the Bidders Response Acknowledgment (see attachment-2). Non-compliance with the bidding instructions, except as permitted by the Bid and/or late arrival of your Bid shall result in your Bid not being considered. Sincerely Yours, for Gujarat State Petroleum Corporation Ltd. ___________________________________ Rupesh Shah Sr. Manager (Commercial)

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RFQ No.GSPC/2013/108

SECTION - II
Scope of Supply and Technical Specifications:

GSPC is an Operator for RJ-ONN-2005/3 (Rajasthan) exploration block under Production Sharing Contract (PSC) with Government of India. GSPC is scheduled to drill 2 wells in this block in the FY 2013-14 for which it desires to procure the Drill Bits on outright purchase basis. The Supplier/Contractor agrees to supply the Drill Bits as specified in the Purchase Order/Contract. TECHNICAL SPECIFICATION OF THE SUPPLY ITEM(S) DRILL BITS A. TCR Drill Bits
Sr. No. Supply item description Properties/features

1 2 3 4

Drill Bit: 8-1/2 TCR, IADC 117 Drill Bit: 8-1/2 TCR, IADC 537 Drill Bit: 17-1/2 TCR, IADC 115 Drill Bit: 17-1/2 TCR, IADC 537

Friction bearing: TC leg back protection, Motor application Friction bearing: TC leg back protection, Motor application

B. PDC Drill Bits 8-1/2 PDC DRILL BIT MATRIX BODTY BIT
Sr. No. Supply item description Properties/features

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Total Cutters Cutter size Face Cutters Gauge Cutters Blade count Nozzles Bit connection Junk Slot area Face volume Void volume ratio Additional features required Gauge Length Fishing Neck RPM Weight on bit Compatible

28 16mm (5/8), 19mm (3/4) (23) 19mm (5) 16mm 5 5 nozzles d/w 16/32 4-1/2 IF @ 19 Sq.in @ 63 cubic inch 70% Back reaming and Gauge protection features Length: 2 Protection: Options available Make up: 11.32 over all: 15-51 Diameter: 6 Length: 5.17 220-280 RPM (suitable for PDM) 4 30 Klbs 5 x 18/32; 5 x 14/32

GSPCs preferred Delivery Date is within 15 days of Purchase Order at Mumbai Air Port for foreign bidders / GSPC warehouse for Indian Bidder. However the same may undergo change in accordance to GSPCs operational requirement.

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RFQ No.GSPC/2013/108

SECTION - III
SCHEDULE OF RATES / PRICE BID
Sr. No. Description of Supply Item required by GSPC Specification, Make, Model offered by the Bidder UOM Qty Unit Rate Total Price (INR) / US $ (INR) / US $

A
1

TCR DRILL BITS

Size: 8-1/2 TCR IADC 117 dressed with one set of nozzles. Size: 8-1/2 TCR IADC 537 dressed with one set of nozzles. Size: 17-1/2 TCR IADC 115 dressed with one set of nozzles. Size: 17-1/2 TCR IADC 537 dressed with one set of nozzles. No.

3 2 2 2

No.

No.

No.

B
1

PDC DRILL BITS

Size: 8-1/2 PDC Drill Bit No. 1 Matrix body TOTAL CIF PRICE UPTO MUMBAI AIR PORT, INDIA
(for Foreign Bidders) (to be shipped directly to Mumbai Air Port. No trans shipment allowed)

TOTAL EX-WORKS PRICE (for Indian Bidders) Add: Excise Duty Add: Sales Tax/VAT Add: Packing / Forwarding & Transportation to GSPC warehouse, Kerala GIDC, Dist: Ahmedabad, Gujarat Add: Insurance Charges (warehouse to warehouse) TOTAL LANDED PRICE AT GSPC WAREHOUSE (for Indian Bidders)

i. (Required sizes of the nozzles shall be informed by GSPC at the time of issuance of Purchase Order.) In words Rupees/US $..................................................................................... DELIVERY SCHEDULE (to be indicated by the bidder) DELIVERY AT MUMBAI AIR PORT (for Foreign Bidders) DELIVERY AT GSPC WAREHOUSE (for Indian Bidders) __________ Weeks __________ Weeks

Notes on above Pricing 1.1 All prices are in Indian Rupees (IN Rs.) for Indian Seller and (US $) for foreign Seller. Indian Bidder (which includes any company incorporated in India) shall be paid in Indian Rupees only. All Foreign Company shall be paid in US $ 1.2 All the supply item(s) mentioned above are for outright purchase basis. 1.3 The above rates and total amount is inclusive of export crating, marking charges, packing, fumigation, all freight, insurance upto Mumbai Air Port and any other associated charges till Mumbai Air Port. 1.4 GSPC reserves the right to award all the bits to one bidder or split the award to two or more bidders. GSPC reserves the right to reject or accept, in whole or in part, any Bid, waive formalities in the bidding process, or to negotiate Purchase Order/Contract terms with any individual firm when such is deemed by GSPC to be in its best interest. GSPC will be under no obligations to provide reasons for accepting or rejecting a Bid.
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SECTION - IV
INSTRUCTION TO BIDDERS 1.1 General Instructions 1.1.1 Company retains the right to modify the terms of the Bid or any of the sections/attachments/formats at any time, which shall be intimated to the bidders before the bid closing date. 1.1.2 Bidders must review the Technical Specifications, Scope Document and ensure that the materials being offered are as per specifications prescribed in this document. 1.1.3 Bidder must review the Document before providing details on the Commercial Part as specified in this TENDER DOCUMENT. Bidders shall be deemed to have understood and taken into account all the terms and conditions prescribed in the Purchase Order/Contract. 1.1.4 Bids from agent / agents representatives or trading companies will not be accepted, unless backed by valid Letter of Authorization from a Mill including the delivery schedule. 1.1.5 Bids submitted by fax will summarily be rejected. However, a Bidder can intimate by fax the date on which the Bid package was dispatched. Responsibility for the timely delivery of the Bid package before the Bid Due Date rests solely with the Bidder. Bidders are encouraged to submit the Bid early. Company will open Bids only after the Bid Due Date. All Bids will be opened at one time. 1.1.6 Once a Bid is submitted no changes will be permitted to be made by the Bidder except in relation to clarifications sought by Company on the Bid. 1.1.7 Bidders should indicate in their proposal the legal entity which will be executing the Purchase Order/Contract, to whom the Purchase Order is to be placed. The Bid shall be duly signed and sealed by the Executive Officer / or the Authorized Representative of the Bidders Organization/Company. 1.2 Specific Instructions 1.2.1 The Bidders Response Acknowledgment Form (as indicated in Attachment -2) must be completed and returned via facsimile transmission within two (2) working days of receipt of Bid package. This is to alert Company about the total number of expected responses, and to ensure that Bidders received the Bid package. 1.2.2 Bidders will submit the Bid form in its entirety and no alterations will be made to the form or the wording therein. The Bid form will be signed by a duly Authorized Officer or Representative of the company/organisation. 1.2.3 Bidders must seek any clarifications with respect to the TENDER DOCUMENT within two days of Tender issue date. 1.2.4 The Bidders shall make available the goods as specified in the Tender. 1.2.5 The proposal must be filled in completely and all pricing shown as required. It shall be inclusive of the cost of all associated aspects of the supply including but not limited to Testing, Factory Testing, Inspections, Painting, Packing, Marking, Tagging, Documentation, Drawings, Data, Datasheets, Certification, Manuals, Instructions, Preservation and Protection Materials, or as called for in the Technical specification and Scope document etc. 1.3 1.3.1 1.3.2 Submitting of Bids A two-bid system, i.e Technical Unpriced Bid and Commercial Price Bid shall be followed. Bids are to be submitted in duplicate i.e. two (2 copies each) of Technical Unpriced Bid and Commercial Price Bid. Bidders should also submit a soft copy of the bid in a CD / DVD / Pen Drive in word / excel and also in pdf format. Further all bidders should provide the Bids in either bound manner or neatly filed with page nos. GSPC will not be responsible for lost papers in case bid is submitted in loose sheets and reserves the right to reject such unprofessionally compiled bids. Each of the Technical Unpriced Bid and Commercial Priced Bid shall be properly identified as Original Technical Unpriced Bid & Copy Technical Unpriced Bid / "Original Commercial Priced Bid" & "Copy Commercial Priced Bid".
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1.3.3

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1.3.4 1.3.5

The Original Technical Unpriced Bid along with one more Copy Technical Unpriced Bid shall be submitted in a separate sealed envelope. The same procedure shall be adopted for the submission of the Original Commercial Priced Bid and Copy Commercial Priced Bid. The entire Bid shall then be placed in a common cloth-lined envelope duly sealed and superscribed as: RFQ No. GSPC/2013/108 dated ____________ due date __________ for procurement of Drill Bits TO BE OPENED BY ADDRESSEE ONLY

1.3.6

The Bids shall be sent to the following address: Mr. Rupesh K Shah Sr. Manager (Commercial) GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-66701002/ 66701605, Fax No: +91-79-23236375 The Technical Un-priced Bid of the Bidder will be opened and evaluated first. If the offer is technically acceptable; has provisions or acceptable alternatives to the requirements specified in the Tender; and conforms to other non-commercial requirement as may be decided by Company, then the Commercial Priced Bid will be opened and evaluated further. In the Technical Unpriced Bid, all the technical attachments should be submitted which would include compliance with Technical Specifications and all Price information should be left blank. The Commercial part should be a comprehensive package, which should include all Price information. Any exceptions/deviations, including those pertaining to Clauses affecting prices must be clearly stated and in the format provided in Attachment-5 and in no other format. In the event no exceptions/deviations are made/taken, Bidders must stamp and sign the Compliance Statement. The Attachemnt-5 should be accordingly filled, signed and stamped and put in the Technical Unpriced Bid. Validity Period The Bidders quotation shall be valid for acceptance for a period of 120 (One Hundred and twenty) days from the Bid Due Date. Company however reserves the right to seek such extensions of the validity period as may be required subject to a period of three months. In the event of extension of the validity period of the Bidders quotation, all other terms and conditions including the provisions relating to Bank Guarantee shall also continue to be valid for the period of such extension and the Bidder shall duly make efforts to ensure that this is complied with and shall bear any costs in this regard. Further in the event of negotiations or discussions, the quotation should automatically be extended until the earlier of 30 days or when the negotiations are completed and the Purchase Order/Contract is signed This shall be an important criteria for qualification and bids not meeting with this requirement may be summarily rejected. Commercial Proposal Requirements. Prices quoted shall be in Rupees for Indian Bidders or United States Dollars only for foreign bidders. The foreign exchange rate shall be calculated on the date of submission of the Bid. Indian Bidder (which shall include any company incorporated in India) shall be paid in Indian Rupees Only. Prices should be quoted in Price Bid conforming to the format provided therein. Prices quoted in the bid shall be firm and binding for the supply of agreed quantity of Bits or any additional quantity requested by the Company for a period of Six(6) months from the delivery date. No interest shall be payable on delayed payments by the Company.
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1.3.7

1.3.8

1.3.9

1.4

1.5 1.5.1

1.5.2

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1.5.3

Performance Bank Guarantee: The successful bidder shall furnish to GSPC a Performance Bank Guarantee for 10% of the Purchase Order/Contract value within 21 days of issue of the Purchase Order/Contract in the format provided in the tender from a scheduled Nationalised Bank in India or any of the private sector Banks listed in the Attachment-3. Such guarantee shall not be acceptable from a mere shell / investment company of such joint venture partner/collaborator. The PBG shall be valid till 3 months from the completion of warranty period. 1.5.4 If the Purchase Order / Contract is extended, the validity of the Performance Bank Guarantee must also be extended, by an equal duration. If the successful Bidder fails in its performance or withdraws from its Quote/Offer/Purchase Order/Contract after its acceptance or signing of the Purchase Order/Contract, then in such an event, without prejudice to Companys other rights under the Purchase Order/Contract or at law, it shall have a right to forfeit the Performance Bank Guarantee. If the successful bidder does not submit the Performance Bank Guarantee as stipulated above, GSPC reserves the right to cancel the award of Purchase Order/Contract. The successful Bidder, by furnishing the Performance Guarantee, shall guarantee the performance of the Purchase Order/Contract and shall also guarantee that the Bits so supplied under the Purchase Order / Contract shall be in strict conformity with the specification and shall warranty against manufacturing defects, quality of supplied items or damage for a period of 12 (Twelve) months from the date of receipt of the Material/Equipment by GSPC. 1.5.5 Bidders are required to submit the price as per the format of Section III Schedule of Rates. Whether separately stated or not, the rates & prices shall be inclusive of all costs towards Inspection. 1.5.6 The bidders shall also furnish the realistic delivery schedule for all the supply items offered as per this tender document. Since time is of essence, the furnished delivery schedules in line with the quoted prices shall form the basis of evaluation of the proposals. 1.5.7 Price in Words & Figures: In case of any discrepancy between words and figures, the prices in words shall prevail. Exchange rate as on the bid submission date will be considered for evaluation. 1.5.8 The bidders are required to quote as per the specifications and models requested in the tender 1.6 1.6.1 Technical Proposal Requirements. The Bidder must adhere to the Technical Specification requirements as mentioned in the Tender and state the same in the Technical Unpriced Bid. Bidders to direct all their technical clarifications/requests, if any, at the email id rupesh@gspc.in; mzala@gspc.in within two days of issue date of Inquiry. The Bidder shall confirm in its Bid proposal that it has sufficient experience and resources for satisfactory completion of supply as per the Scope of supply, and that it will commit the resources needed to carry out the supply in a timely, work-man like and professional manner. The Bidder is to satisfy Company regarding the Bidders capabilities and experience by submitting the documents, certificates, supply records etc as defined in the Scope of supply, and as required under any clause in particular. The Bidder shall indicate the manner in which it plans to monitor, co-ordinate, control cost and schedule performance of the supply and services. The location and description of Bidders facilities from where the Bidder plans to coordinate work must be indicated and should be available for inspection by Company. The Bidder shall ensure compliance with Companys insurance and Bank Guarantee requirements as provided in this TENDER DOCUMENT and proposed Purchase Order/Contract. The Supplier/Contractor shall specify the warranty period requested in the inquiry and clearly specify the warranty period in the invoice. Also, the Supplier/Contractor shall specify the schedule
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RFQ No.GSPC/2013/108

and conditions of maintaining and preserving the supply items, for trouble free operation, in writing in their technical offer and give detailed instruction manual at the time of delivery. The Technical Bid should contain brochures of the products, details of past supply to other Operators in India of similar bits, performance of the bits proposed under tender in other Operator Blocks in India and in similar Blocks abroad, manufacturing schedule, delivery schedule, manufacturing locations, compliance to API / ASTM and other applicable standards while manufacturing and transportation, self certificate of compliance to Indian laws applicable to such products etc. 1.7 1.7.1 1.7.2 1.7.3 Inspection Criteria for inspection - Conformance with Specifications and test reports. All Equipments/Materials to be supplied under the Purchase Order/Contract will undergo, but not be limited to witness testing, visual inspection (100%) and dimensions (100%), review of all test certificates etc. The cost of such tests shall be to the Bidders account. It shall be the Bidders responsibility to correct any deviations from specifications found by inspection prior to shipment. If the deviations / damage is found upon receipt of the material / supply at site, the same should be replaced at no cost to GSPC at the risk and cost of the Supplier/Contractor.

1.8 1.8.1

Deadline for Submission of Bids Bids must be received by the Company at the address specified in the documents not later than the prescribed date and time in the Invitation letter & documents. 1.8.2 The Company may at its discretion extend the deadline for the submission of Bids by amending the bidding documents in which case all rights and obligations of the Company & bidders previously subject to the deadline will thereafter be subject to the deadline as extended. 1.8.3 In case of the unscheduled holiday in Gandhinagar, Gujarat (India) being declared on the prescribed closing day of the tender or tender closing date falling on a holiday, the next working day will be treated as the scheduled prescribed day of closing of the tender. 1.9 Payment Terms Compensation to the Bidder shall be made as per the prices quoted and in accordance with terms of the payments as may be finalized with Bidder and stipulated in the Purchase Order/Contract. GSPC shall make the payment within one (1) month after submitting certified undisputed invoices and as per terms of payment for acceptable quantity.

1.10 Taxes and Duties and Approvals. 1.10.1 The Bidders shall quote their prices inclusive of any or all taxes and duties that are applicable including insurance on a CIF basis at the designated port of delivery or Site Location in India. Prices shall reflect delivery inclusive of all applicable fiscal charges including but not limited to taxes, fees, duties, cess, licenses, personal income tax, corporate tax and all other applicable taxes. 1.10.2 [Applicable only to Imports] Notification No. 12/2012 dated 17 March 2012 (S. No. 359 of TableList 13) issued by the Government of India, grants to GSPC, exemption of custom duties in relation to machinery, plant, equipment, materials and supplies, imported for use solely and exclusively on matters (inter alia) related to its petroleum operations. Seller agrees to co-operate and to provide all assistance to GSPC to obtain any exemption to which GSPC and/or Seller is/are entitled to, in accordance with such notification as amended from time to time. The bidder shall enclose with the Bid, copy of the PAN. The successful bidder will be required to have PAN (Permanent Account Nos) in India.

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1.11

Change Orders Company shall have the right to make any changes, including additions to or deletions from the quantities originally ordered. The negotiated/quoted rates shall be valid & firm for six months from delivery date. Company will issue written orders to Bidder for any changes or extra work, except in the event of an emergency which in the opinion of Company requires immediate attention, Company will be entitled to issue oral orders to the Bidder for any work required by reason of such emergency. Company shall ensure that such oral orders shall be followed up with written communication. Delivery Time Time is of essence of the Purchase Order/Contract and Bidder shall supply the goods in accordance with the delivery schedule. In the event it becomes apparent that the delivery date cannot be met, the Bidder shall, at its own cost, take all necessary steps to expedite the process, failing which the provisions of Liquidated damage as specified in the Purchase Order/Contract shall be applicable. The Bidder should clearly specify the delivery date with reference to Purchase Order. The transit period from ex-works to Mumbai Air Port should be clearly mentioned in days with reference to ex-works readiness date. Deleted

1.12

1.13

1.14 Right to accept or reject Bids 1.14.1 GSPC may, at its discretion, reject any Bid or all Bids received or may accept any Bid or part bid which, in GSPCs sole judgment, is the most advantageous to GSPC. 1.14.2 GSPC reserves the right to split the award or to enter into a Purchase Order/Contract for the Scope of Supply/Work indicated in the Tender to two (2) or more Bidders to get maximum advantage to GSPC. The bidders price will be firm during the Purchase Order/Contract period and upto 6 months from the date of delivery. The bidders are required to confirm this in their offer failing which the bid may be rejected. 1.15 Signing of Purchase Order / Contract The successful Bidder shall be required to sign all the pages of the Inquiry, Purchase Order/Contract, Terms and conditions (all together will constitute Purchase Order/Contract) within 10 days of the issuance of Purchase Order/Contract. GSPC reserves the right to enter into a Purchase Order/Contract for all or part of the tendered quantity to get the material as per the proposed drilling schedule of the Company. Deleted PROJECT INFORMATION GSPC is an Operator for RJ-ONN-2005/3 (Rajasthan) exploration block under Production Sharing Contract (PSC) with Government of India. GSPC is scheduled to drill 2 wells in this block in the FY 2013-14 for which it desires to procure the Drill Bits on outright purchase basis. The Supplier/Contractor agrees to supply the Drill Bits as specified in the Purchase Order. DRAWING SUBMITTAL REQUIREMENTS Wherever required in the Tender Document or where necessary to support the Bid, Bidder shall furnish typical outline, assembly, arrangement and sectional drawings and any additional drawings, data and documentation necessary for the Bid to be fully evaluated. Bidder shall complete and return all data sheets issued with the Tender Document. USE OF ENGLISH LANGUAGE All correspondence, documentation and drawings shall be in the English Language.
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1.16 1.17

1.18

2.21

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2.22

MATERIALS All goods/materials supplied must meet the requirements of the applicable codes and Technical specifications of the Technical Tender. Contract and other terms GSPC and or its representative reserves the right to make any changes, including additions or deletions from the quantities originally ordered or in the specifications of particular material and enter into a Rate Contract for the same. For any of the items as included in the Rate Contracts with the one or more Supplier/Contractors, GSPC may issue separate Purchase Orders for the required items from time to time at the rates and terms & conditions mentioned in the Rate Contract. GSPC reserves the right to extend the term of the Rate Contract upon the completion of the first term at the same price and terms & conditions as mentioned in the previous Rate Contract. Late Bids Company reserves the right to reject / accept the bid submitted after the deadline for submission of bids prescribed by the company pursuant to Clause 1.4 GSPC reserves the right to request the successful bidder to defer delivery upto 120 days, the shipment of the goods in any scheduled consignment and shall not be liable for any additional charge on this account. All prices to be quoted for CIF Mumbai Airport with the breakup of prices separately.

2.23

2.24 2.25 2.26

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SECTION-V
BRIEF TERMS & CONDITIONS OF THE PURCHASE ORDER:
1. These General Terms and Conditions shall be the part of the Purchase Order/Contract to be issued to successful bidder. The Purchase Order/Contract shall subsist till completion of delivery and warranty period or early termination at the discretion of the Company as per the terms of this Purchase Order/Contract. 2. The rates, terms and conditions of this Purchase Order/Contract will remain valid during the Purchase Order/Contract period and for a period of six (6) months from the delivery date. GSPC reserves the right to purchase additional quantities of any of the items listed in the Section III at any time during the validity of the Purchase Order/Contract at the same rates and terms & conditions. 3. Deleted 4. Unless otherwise specified, the price specified in the Bid/Purchase Order/Contract shall be inclusive of all taxes and other duties/levies applicable as per the prevailing rules. Supplier/Contractor shall be responsible for all taxes, levies, and assessments imposed on Supplier/Contractor Group, Supplier/Contractor Group's Items or Supplier/Contractor Group's Expatriate Personnel (if applicable) arising out of or in connection with Suppliers/Contractor's performance under this Purchase Order/Contract, including, without limitation corporate and personnel income taxes, sales taxes, use or compensating taxes, ad valorem property taxes, value added taxes and any other taxes imposed by the government of the country of operations or any political subdivision thereof, and agrees to be responsible for and hold harmless and indemnify Supplier/Contractor Group from any and all claims and liabilities with respect thereto. 5. The Supplier/Contractor shall be deemed to have studied and understood the drawing, specifications and other details of the supply item/work to be done / items to be supplied under this Purchase Order/Contract. No deviation from the specification will be allowed or accepted unless specified/approved by GSPC. 6. The materials shall have to be delivered at Mumbai Air Airport for Foreign Supplier/Contractor and upto GSPC warehouse, Dist Ahmedabad for Indian Supplier/Contractor, within the stipulated delivery schedule with insurance. 7. Time is the essence of the Purchase Order/Contract. The delivery schedule has to be strictly complied with. Supplier/Contractor will have to reconfirm the manufacturing cum delivery schedule within 3 days after acceptance of Purchase Order/Contract to match the Companys requirement of delivery schedule of the material and the one quoted by the Supplier/Contractor in his bid. 8. The Supplier/Contractor shall make available all test certificates, data sheets, as applicable, issued by competent authorities at the time of delivery of the goods and materials. GSPC reserves the right to inspect the goods and materials upon delivery and if the items delivered are not as per the specifications laid down by GSPC or if the quality of the items delivered is not found acceptable, GSPC can reject the items delivered. In such an event the Supplier/Contractor will have to take back the items from GSPCs premises at its own cost and arrange to supply the correct materials. No payment shall be due to the Supplier/Contractor for the faulty items/ material supplied. Supplier/Contractor shall also provide the Warranty on the items/materials for the period of Purchase Order/Contract inclusive of accessories from the date of shipment 9. GSPC shall be entitled to make changes or variations in the delivery schedule or the quantities ordered, by a notice in writing prior to the scheduled delivery date. One week prior to actual dispatch of the bits from the factory, the Supplier/Contractor will be required to take a written confirmation from GSPC regarding the delivery schedule. 10. Supplier/Contractor shall carry and maintain insurance coverages of the type and in the amounts set forth by regulatory authorities and of value commensurate with the nature of supply/work and generally covered in similar supply/works covering only those liabilities specifically assumed by Supplier/Contractor under this Purchase Order/Contract. Supplier/Contractor shall ensure that all its personnel (if applicable) are insured for correct value as per regulatory requirements during the entire term of the Purchase Order/Contract and the Company shall not be responsible for any short insurance by Supplier/Contractor. Supplier/Contractor shall have the right to self- insure any or all of that portion of insurance relating to loss or damage to Suppliers/Contractor's Items. All self-insured retentions and deductibles shall be the responsibility & cost of Supplier/Contractor. The Supplier/Contractor will be required to submit insurance certificates prior to the commencement of the supply/work 11. To the extent of Suppliers/Contractors release and indemnity obligations, Supplier/Contractor agrees and undertakes that all insurance policies shall (i) be primary to GSPCs insurance (ii) include GSPC, its parent, subsidiary and affiliated or related companies, and its officers, directors, employees, consultants
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and agents as additional insured, and (iii) be endorsed to waive its right of subrogation against the GSPC, its parent, subsidiary and affiliated or related companies, and its and their respective officers, directors, employees, consultants and agents. 11A Delivery a) Supplier/Contractor shall be responsible for all activities in connection with and make all arrangements for and bear all associated costs of shipping and unloading until the goods/material are delivered and landed at Company designated delivery point / base or as otherwise directed by Company. b) Delivery and shipment shall be deemed to be completed when the goods/material are delivered and landed at Companys designated delivery point / base or as otherwise directed by Company as evidenced by packing lists or as may be specified in the Purchase Order / Contract. 12. The Supplier/Contractor shall confirm the warranty period requested in the inquiry and clearly specify the warranty period in the invoice. Also, the Supplier/Contractor shall specify the schedule and conditions of servicing the items under the Purchase Order/Contract for trouble free operation in writing at the time of delivery, if applicable. 13. Unless specified otherwise, GSPC shall release payment within 30 days, upon receipt of the goods/material at its designated delivery point / base, for the undisputed certified invoice. 14. Supplier/Contractor shall provide warranty that goods/material delivered under this Purchase Order/Contract shall be free from defect in material, quality, density, specifications, material of construction and chemical composition for a period of 12 months from delivery. Unless the Warranty Period is otherwise extended, the conditions of which are provided elsewhere in this Purchase Order/Contract, the following warranty shall apply: If, any time after Purchase Order/Contract and prior to completion of the Purchase Order/Contract, it appears that the goods/material, or any part thereof, do not conform to these warranties or to the specifications, and Company so notifies Supplier/Contractor within a reasonable time after its discovery, Supplier/Contractor shall promptly correct such nonconformity to the satisfaction of Company, at Suppliers/Contractors sole expense; failing which Company shall have a right to reject or revoke acceptance, and cover by making any Purchase / Hire of goods/Material in substitution for those rejected. Supplier/Contractor shall be liable to Company for any additional costs for such substituted goods/material; or Company may proceed to correct Suppliers/Contractors non-conformity by the most expeditious means available, the costs of which shall be to Suppliers/Contractor's account. Company may retain the non conforming goods/material and an equitable adjustment reducing the total Purchase Order/Contract price to reflect the diminished value of such non conforming goods/material will be made by written Amendment. Any direct and reasonable costs or expenses incurred by Company thereby, shall, together with an additional ten per cent (10%) of such costs and expenses, be payable by Supplier/Contractor and Company reserves right to deduct and set off against any monies owed to Supplier/Contractor by Company pursuant to this Purchase Order/Contract.. 15. Notwithstanding the provisions of the above, Supplier/Contractor agrees to provide effective after sales services as reasonably requested by the Company, and shall attend to problems and queries relating to Suppliers/Contractors provided goods/material or technical services in a timely manner throughout the Warranty Period. 16. All documents in case of import should be sent to Gujarat State Petroleum Corporation, GSPC Bhavan, Sector 11, Gandhinagar 382 010, India and should be addressed to Mr. C R Praseed, Sr. Officer (Commercial) praseed@gspc.in 17. List of documents to be submitted at the time of delivery Original Invoice Dispatch Document (Bill of Lading / Airway Bill) Packing List (detailed item wise list) Inspection Certificate Certificate of Origin Data Sheet / Material Test Certificate, as applicable Guarantee/Warranty Certificate Any other supporting document, records, receipts 18. Copy of Shipping Invoice, Packing List should be forwarded to GSPC at least one week prior to shipment. 19. Applicable Law : The Purchase Order/Contract and the relationship of the parties hereunder shall be governed by and interpreted in accordance with the laws of India and parties hereby agree to submit to
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20.

21.

22.

23.

24. 25.

26.

27. 28.

29.

the jurisdiction of the Indian Courts. For all the legal matters, disputes, if any, the Court of the jurisdiction shall be Ahmedabad, India Compliance With Laws, Regulations And Orders: The Supplier/Contractor shall comply and ensure that its Sub-Contractors, agents, personnel, employees, representatives etc comply with all applicable laws, decrees, rules and regulations of any Government or any authorised agencies of any Government in the country of operations (including India) and all other applicable laws, decrees, rules and regulations and shall indemnify Company for any fine, penalty or liability and for any costs related thereto arising out of any failure by Supplier/Contractor or its subcontractors to observe any such law, decree, rule or regulation. Supplier/Contractor shall defend, indemnify, and hold GSPC its parents, subsidiaries and affiliated companies and its Participants and its and their officers, directors, employees and agents harmless from and against any claim or penalty incurred in the event of non-compliance with the provisions of above Clause. Supplier/Contractor shall defend, indemnify and hold Company harmless from and against any and all Claims in respect of: i. the personal injury, illness or death of a Third Party; and/or ii. the loss of or damage to any facilities, tools, equipment and/or personal belongings of a Third Party; arising in connection with this Purchase Order/Contract and caused by the Supplier/Contractor. Assignment: GSPC shall have a right to assign its rights, obligations and duties under this Purchase Order/Contract to its Affiliate or other Participant without the consent of the Supplier/Contractor. GSPC shall also have a right to assign its rights and obligations under this Purchase Order/Contract to any third party without the consent of the Supplier/Contractor provided such third party has the financial standing to meet its obligations under this Purchase Order/Contract. Deferred Delivery: GSPC reserves the right to request deferring the mobilisation and delivery upto 120 days, as per the drilling program and as per the GSPCs requirement for which Supplier/Contractor will not charge anything to GSPC and keep the material at their location/ unit at no extra cost to GSPC. GSPC is exempted from payment of Customs duties in relation to machinery, plant, equipment. Materials and supplies, imported for use solely and exclusively on matters (inter alia) related to its petroleum operations. Therefore Supplier/Contractor agrees to co-operate and to provide all assistance to GSPC to obtain any exemption to which GSPC is entitled to, in accordance with notification no.12/2012 dtd 17.03.2012 (Sr.No.359 of Table List 13) issued by the Government of India, The Supplier/Contractor shall provide to GSPC all the import documents such as Invoice, Packing List, Air Way Bid, Certificate of Origin, Inspection Certificate etc atleast one week for GSPC to apply & obtain for Essentially Certificate for the exemption of Custom duty.. Supplier/Contractor shall be paid, against delivery of required Goods/Materials in accordance with the terms of the Purchase Order/Contract upon receipt of a correct/certified Invoice and all necessary shipping / transportation documents and any and all other documentation which may be required, including drawings, data, Manufacturing record books, Installation instructions and all final required documents as mentioned in the Purchase Order/Contract. No interest shall be payable on delayed payments by the Company. Supplier/Contractor shall not vary the agreed rates or any part thereof or the Purchase Order/Contract Section or any date therein for the duration of the Purchase Order/Contract Supplier/Contractor shall, save as is otherwise herein specifically provided, indemnify and hold harmless Company along with its Co-Venturers and their owned, controlled, affiliated and subsidiary companies and the stockholders, directors, agents, employees and representatives of each from any and all claims, liabilities, costs, damages and expenses of every kind and nature with respect to sickness, injury or death of Suppliers/Contractors personnel arising directly or indirectly during or as a result of the performance of this Purchase Order/Contract from any cause whatsoever, including but not limited to the negligence of Company. If any materials used in the Purchase Order/Contract is/are covered by a patent in respect of which Supplier/Contractor is not licensed, the Supplier/Contractor shall, before using the material, obtain such license(s) and pay such royalty(ies) and license fee(s) as may be necessary. The Supplier/Contractor shall keep the Company indemnified from / against any and all damages, demands, losses, costs and expenses that Company suffers/ may suffer as a result of any infringement or alleged infringement of any patent, registered design, trademark, copy right or other intellectual property right registered or otherwise by reason of claims, actions, demands and proceedings whatsoever brought or made against the Company on the basis of any patent or infringement thereof. The Supplier/Contractor shall, at his own risk and expenses, defend any suit for infringement of patent or like suit brought against the
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30.

31.

32.

33. 34.

Company (whether with or without the Supplier/Contractor being a party thereto) and shall pay any damages and costs awarded in such suit and keep the Company indemnified from and against all costs and other consequences thereof. Supplier/Contractor shall bear all applicable income, corporate, service, property, VAT, work contract taxes and all other taxes, duties, levies, surcharges, imposts and similar taxes and duties duly levied or imposed on Supplier/Contractor on account of the payments received by Supplier/Contractor from Company for the supply. In addition all taxes applicable outside India will also be paid by the Supplier/Contractor. Company shall have the right to terminate this Purchase Order/Contract forthwith if the Supplier/Contractor a) Commences a voluntary proceeding, or an involuntary proceeding is commenced against the Supplier/Contractor seeking liquidation, reorganization or other relief with respect to the Agreement or its debts under any bankruptcy, insolvency or other similar laws now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Supplier/Contractor for a substantial part of its property, or if the Supplier/Contractor shall consent to any such relief or to the appointment of or taking possession by any such official in any such proceeding commenced by or against a Supplier/Contractor; or b) Makes a general assignment for the benefit of its creditors; or c) Refuses or fails to supply goods/ materials to accomplish the Work in accordance with the original delivery schedule under this Purchase Order/Contract; or d) Fails to make prompt payment to Sub-Suppliers or materials, equipment or labour; or e) Is in breach of Applicable Law; or f) Otherwise breaches the provisions of this Purchase Order/Contract or part thereof. Company may, at its option, terminate the Purchase Order/Contract in whole or in part, at any time with fifteen (15) days with prior written notice thereof to the Supplier/Contractor. Upon any such termination the Supplier/Contractor irrevocably agrees to waive any and all claims for damages, compensations, including loss of anticipated profits, on account thereof, and as the sole right and remedy of the Supplier/Contractor, Company shall pay the Supplier/Contractor in accordance with Price Schedule as mentioned in the Purchase Order/Contract. The provisions of the Purchase Order/Contract documents, which by their nature survive final acceptance, shall remain in full force and in effect after such termination to the extent provided in such provisions. Supplier/Contractor shall be responsible for all activities in connection with and make all arrangements for and bear all costs of shipping and unloading until the materials are delivered at GSPC designated delivery point / base. Settlement of Dispute : 34.1 The Company and the Supplier/Contractor undertake that all disputes, differences or questions at any time between the parties as to the construction to this Purchase Order/Contract or as to any matter or thing arising out of it or in any way connected therewith(Disputes) shall be resolved between the parties in good faith by having the discussion between the Project Manager/Contract Manager level and if required may be taken up to the CEO/MD level to resolve the issues/disputes in the interest of the work and atleast three attempts shall be made by the both the parties in this direction. 34.2 Should any Dispute cannot be resolved between the parties within sixty (60) days or any agreed extension thereof, any Party may refer the dispute to arbitration by a sole arbitrator agreed to mutually by the Parties. Unless otherwise agreed in writing, the arbitration shall be held at Ahmedabad, India and shall be conducted in accordance with Indian Arbitration and Conciliation Act 1996 (including any statutory modifications or reenactments thereof) and rules there under excluding any laws, opinions, or regulations that would require application of the laws of any other jurisdiction 34.3 The English language shall be used in the arbitral proceedings. 34.4 It is also a term of the Purchase Order/Contract that the Supplier/Contractor shall not stop the supply/work under this Purchase Order/Contract and the supply/work shall continue as expected regardless of whether the arbitration proceeding have commenced or not. 34.5 Notwithstanding any disagreement, dispute, protest, request for arbitration or court proceedings relating directly or indirectly to the supply/work, at all times, Supplier/Contractor shall proceed with the supply/work in accordance with the determinations, instructions and clarifications of Company. If the Supplier/Contractor fails to proceed with the supply/work, he shall be considered to be in default and shall be held liable for any costs and expenses arising from such default. During
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RFQ No.GSPC/2013/108

the period Supplier/Contractor is proceeding with the supply/work, he shall be paid the undisputed portion of his claims which are due under this Purchase Order/Contract. 34.6 The right to arbitrate disputes and claims under this Purchase Order/Contract shall survive the termination or invalidity of this Purchase Order/Contract or any term hereof. 34.7 Any award rendered by the arbitrator shall be final and binding upon the parties. Any judgment upon such award may be entered in any court having jurisdiction or application may be made to such court for a judicial confirmation of such award and judgment or order of enforcement, as the case may be. 34.8 The Parties agree to submit to the exclusive jurisdiction of the Courts at Gandhinagar/ Ahmedabad, as the case may be 35. If Supplier/Contractor for any reason other than Force Majeure, fails to timely deliver the goods/material as per the delivery schedule mentioned in the Purchase Order/Contract or the extended date, the Company may without prejudice to any other right or remedy available to the Company, shall have a right to seek payment from the Supplier/Contractor as ascertained and agreed liquidated damages, and not by way of penalty, One percent (1%) for each week of such late delivery up to a maximum of Ten percent (10%) of total Purchase Order/Contract value. The payment of liquidated damages pursuant to this section shall not affect the rights of Company as per Purchase Order/Contract or Applicable laws including the following rights : 35.1.1 Terminate the Purchase Order/Contract or a portion or part thereof at any time during the term of the Purchase Order/Contract and/or, 35.1.2 Recover damages resulting from Suppliers/Contractor's breach of any of the provisions hereof and/or, 35.1.3 Get the supply/work done by any other Supplier/Contractor at the risk and cost of the Supplier/Contractor and/or, 35.1.4 Invoke performance bank guarantee or any other security provided by the Supplier/Contractor and/or, 36. PERFORMANCE BANK GUARANTEE Within twenty one (21) days of the issue of Purchase Order/Contract, the Supplier/Contractor shall present to the Company a Performance Bank Guarantee in the form of an irrevocable, unconditional, payable on first demand by Company, divisible bank bond in the format of Attachment 1 issued by an approved bank. Failure to comply with this condition will constitute grounds for termination of this Purchase Order/Contract. The Performance Bank Guarantee shall be for a value equivalent to 10% of the Purchase Order/Contract and shall be valid till 3 months from the completion of warranty period. If the Supplier/Contractor does not submit the Performance Bank Guarantee as stipulated above, GSPC reserves the right to cancel the Purchase Order/Contract. Company shall not be liable to pay any Bank Charges, Commissions or Interest on the amount of Performance Bank Guarantee. The Performance Bank Guarantee provided by the Supplier/Contractor is intended to operate as security for amounts (including damages where applicable) which becomes payable by the Supplier/Contractor by virtue of this Purchase Order/Contract and are not intended to be used as a penalty. Without prejudice to its other rights under this Purchase Order/Contract or at law, Company shall be entitled to invoke the performance bond, in the event of breach of the provisions of this Purchase Order/Contract. The Performance Bank Guarantee shall remain at the entire disposal of Company as Security for the satisfactory commencement, performance and completion of the Scope of Supply/Work under the conditions of the Purchase Order/Contract including recovery of amounts due to the Company from the Supplier/Contractor arising out of this Purchase Order/Contract under whatever head. 37. Company shall have the right to return to Supplier/Contractor any material or goods delivered in error, or rejected goods, at Suppliers/Contractors cost and risk. All rejected goods shall be taken back by Supplier/Contractor within twenty days of intimation of rejection by Company and if instructed by Company, the Supplier/Contractor shall replace such quantities of rejected goods at the risk and cost of the Supplier/Contractor. Rejected goods shall be at Suppliers/Contractors risk from the time of rejection and Company shall not be liable for any shortages or quality deterioration on any account and Company shall not be liable to pay for the rejected goods/material. 38. Force Majeure: The term Force Majeure means any of the following events or circumstances, or any combination of such events or circumstances, which are beyond the reasonable control of the affected party, which could not have been prevented by good industry practice or by the exercise of reasonable skill and
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RFQ No.GSPC/2013/108

care, and which, or any consequences of which, have a material an adverse effect upon the performance of the affected party of its obligations under this Purchase Order/Contract Events of force majeure shall be limited to war (whether declared or undeclared), Public enemy strike, hostilities, riots (otherwise than amongst Suppliers/Contractors personnel), earthquake, landslides, lightening, hurricane, typhoon, cyclone, flood, or major storm, tidal wave, explosion, insurrection, invasions, blockades and civil disturbances or public disorder, sabotage or similar events beyond the control of the parties or either of them and any events specified in the PSC & JOA except to the extent excluded hereunder. Force Majeure shall specifically not include occurrences as follows: 1. Late delivery of materials caused by congestion at Suppliers/Contractors facilities or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences. 2. Late performance by Supplier/Contractor and/or SUB-SELLER caused by unavailability of equipment, supervisors or labour, inefficiencies or similar occurrences. 3. Mechanical breakdown of any item of Sellers or its SUB Sellers equipment, plant or machinery. 4. Delays due to ordinary storm or inclement weather or Non-conformance by Supplier/Contractor or SUB-SELLER/SUB-SUPPLIER. 5. financial distress of Supplier/Contractor or any SUB-SELLER. 39. Unless otherwise stated in this Purchase Order/Contract, neither party shall be liable to the other for indirect and consequential damage resulting from, or arising out of this Purchase Order/Contract including but not limited to, loss of profit or business interruption, however caused and each party shall defend, indemnify and hold the other party harmless in respect thereof. 40. Limitation of Liability Notwithstanding anything to the contrary in this Purchase Order/Contract or elsewhere, Suppliers/Contractors total liability for anything whatsoever arising out of the performance of this Purchase Order/Contract shall not exceed the total value of this Purchase Order/Contract and the Company shall indemnify and hold harmless the Supplier/Contractor against all claims and liabilities in excess of the Purchase Order/Contract value, provided that aforesaid cap shall exclude penalties or fines imposed by any Government authority on the Supplier/Contractor due to Suppliers/Contractors non compliance of any laws. 41. Change In Law 41.1 In the event of any change or amendment of any Act or law, Rules or Regulations of Government of India or Public Body, which becomes effective after the effective date of this Purchase Order/Contract and which results in increased cost of the supply/works under this Purchase Order/ Contract though increased liability of taxes, (other than personnel and Corporate taxes), duties, the Supplier/Contractor shall be indemnified for any such increased cost by the Company subject to the production of documentation proof provided the rates and all applicable taxes along with the tax rate, were clearly indicated at the time of Bid submission by Supplier/Contractor. 41.2 Similarly, any change or amendment of any Act or law, including Indian Income Tax Act, Rules or Regulations of any Government becomes effective after the effective date of this Purchase Order/Contract and which results in any decrease in the cost of the supplies/works through reduced liability of taxes, (other than personnel and Corporate taxes) duties, the Supplier/Contractor shall pass on the benefits of such reduced cost, taxes or duties to the Company. 41.3 Notwithstanding the above mentioned provisions, Company shall not bear any liability in respect of (i) Personnel taxes on the employees of Supplier/Contractor and the employees of all its subContractors etc. (ii) Corporate taxes in respect of the Supplier/Contractor and its sub-Contractors. (iii) Any taxes for which the Supplier/Contractor or any or all of his sub-contractors are directly assessable i.e. Corporate taxes and Fringe benefit tax in respect of Supplier/Contractor and all of their sub-contractors, agents etc. 42. Irrespective of the issuance of this Purchase Order/Contract, GSPC reserves right to purchase the goods/material from any other Supplier/Contractor, existing Supplier/Contractor or manufacturers in the best interest of GSPC. 43. All information disclosed, furnished, communicated or supplied by the Disclosing Party to the Receiving Party, including the Receiving Partys directors, officers, employees, affiliates, or its expressly authorized representatives or agents are strictly confidential and shall not be divulged by receiving party to any third party during the term of this Purchase Order/Contract or thereafter for a period of five (3) years without Disclosing Partys prior written consent. For avoidance of doubt, Confidential Information shall be deemed to include all information including but not limited to any technical, commercial and
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financial information, trade secrets, professional secrets, copyrights and any other intellectual property, functions, customer names and other information related to customers, price lists and pricing policies. 44. ENTIRE AGREEMENT/ WAIVERS A. This Purchase Order/Contract sets forth the entire agreement between Company and Supplier/Contractor which shall supersede all previous communication/ agreements either oral or written. No terms, conditions, understandings or agreements purporting to modify or vary the terms of this Purchase Order/Contract (whether written or oral) of the parties made prior to the date of this Purchase Order/Contract shall apply except where Company and Supplier/Contractor have expressly varied the same in writing under the terms of this Purchase Order/Contract. B. None of the provisions of this Purchase Order/Contract shall be considered waived by Company unless Company gives such waiver in writing. No such waiver shall be of any past or future default, breach or modification of any terms, provisions or conditions of this Purchase Order/Contract unless expressly set forth in such waiver. C. None of the following shall release Supplier/Contractor from any of the warranties or obligations of this Purchase Order/Contract or be deemed a waiver of any right or remedies as to any prior or subsequent default in accordance with this Purchase Order/Contract: (i) Failure by Company to insist upon strict performance of any terms or conditions of this Purchase Order/Contract, or (ii) Failure or delay to exercise any rights or remedies provided herein or by law, or (iii) Failure to properly notify Supplier/Contractor in the event of breach, except for any breach which according to provisions of Purchase Order/Contract has to be notified. 45. SEVERABILITY If any portion of this Purchase Order/Contract is determined to be illegal, invalid or unenforceable, for any reason, then, insofar as is practical and feasible, the remaining portions of this Purchase Order/Contract shall be deemed to be in full force and effect as if such invalid, illegal or unenforceable portions were not contained herein. 46. Non-Exclusive Purchase Order/Contract This Purchase Order/Contract is non exclusive and Company reserves the right to engage other Suppliers/Contractors to perform similar or identical supply/work. Supplier/Contractor shall afford such other Suppliers/Contractors adequate opportunity to carry out their agreements and shall accomplish the work in cooperation with those Suppliers/Contractors and with Company.

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RFQ No.GSPC/2013/108

Attachment-1 Proforma of Bank Guarantee

TO: WHEREAS: (1) By an agreement for supply of Bits (here in after referred to as the Purchase Order/Contract) between ___________________________________________________ hereinafter referred to as the Supplier/Contractor) of the one part and GSPC of the other part, the Supplier/Contractor agrees to perform the Work in accordance with the Agreement. In response to the request made by Supplier/Contractor, we (Name of Banker:) _____________________________________________(hereinafter referred to as the Guarantor) hereby irrevocably and unconditionally guarantee in favor of GSPC, the payment of amounts (without any withholding, deduction or set off) upto.________________________ ( US$ / Rupees ________________________ ) being 10% of value of the Purchase Order, as guarantee for the obligations of the Supplier/Contractor to perform the Work in accordance with the Agreement. The sum shall become payable by us immediately on first demand by GSPC without proof or conditions notwithstanding any dispute or protest by the Supplier/Contractor or any other third party. Multiple demands may be made in respect of our guaranteed obligations. We shall not be discharged or released from this Guarantee by any waiver, modification, agreement made between the Supplier/Contractor and GSPC with or without our consent or by any alteration in the obligations undertaken by the Supplier/Contractor or by any forbearance whether as to payment, time performance or otherwise, or by any change in name or constitution of GSPC or the Supplier/Contractor. This Guarantee is a continuing security and, accordingly, shall remain in operation for three months after the completion of the warranty period. We agree that the Guarantee is given regardless of whether or not the sum outstanding occasioned by the loss, damages costs, expenses or otherwise incurred by GSPC is recoverable by legal action or arbitration. The rights under this Guarantee shall be freely assignable by GSPC to third parties with intimation to the Guarantor. In cases where in the Guarantor gives an official communication to GSPC, within seven days from receipt of intimation of Assignment by GSPC, advising that the name of assignee is in RBIs defaulters list then and then only the said assignment will not be applicable. In such a case the assignment will not be binding and PBG shall remain in favour of GSPC only. In absence of any timely communication by the bank, it will be presumed that the assignment is valid and binding on the guarantor. This Guarantee shall be governed by and construed in accordance with the laws of India. The Guarantee herein contained shall not be determined or affected by the liquidation or winding up, dissolution or changes or constitution or insolvency of the said Supplier/Contractor but shall in all respects and for all purposes be binding and operative until payment of all money due to you in respect of such liabilities is paid. IN WITNESS where of this Guarantee has been duly executed by GUARANTOR the ___________ day of __ 2013 or and on behalf of (____________________________). Name : ______________________________________________ Designation : ______________________________________________ Bankers Seal : ______________________________________________ Address : _______________________________ Gujarat State Petroleum Corporation Ltd., a company incorporated under Companys Law 1956 and having its registered office at GSPC Bhavan, Sector-11, Gandhinagar- 382010 India (hereinafter referred to as GSPC).

(2)

(3)

(4)

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Attachment-2
BIDDERS RESPONSE ACKNOWLEDGMENT OF REQUEST FOR QUOTE PACKAGE

Inquiry GSPC/KG-OSN-2001/3/Drill Bits /12-13/MR-1557/58 Supply of Drill Bits

As a delegated authority/representative of the organization named below, I have reviewed the contents of the package and on behalf of my company, acknowledge the receipt of the same and advise that we will: BID______________________ NOT BID______________________

Reason for no Bid (optional):__________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ __________________________________________________________________ For Name of Company : ________________________________ Signature Title Date : _________________________________ : _________________________________ : _________________________________

Transmittal via facsimile : ATTENTION Mr. Rupesh Shah

Sr. Manager (Commercial), Gujarat State Petroleum Corporation Limited GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar 382 010, Gujarat, India Phone No : +91-79-66701002 / 66701605 Fax No : +91-79-23236375

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Attachment-3

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Attachment-4
Bid Bond TO: Gujarat State Petroleum Corporation Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at GSPC Bhavan, Sector -11, Gandinagar, Gujarat, India. (hereinafter referred to as GSPC).

WHEREAS : (hereinafter referred to as Tenderer) has submitted a proposal dated ..(hereinafter referred to as Proposal) against INQUIRY NO.: _______________ DTD ______________for Supply of Drill Bits (hereinafter referred to as the Tender). NOW, THEREFORE, (1) In response to the request made by the Tenderer, we (Name of Banker/Insurer:) ____________________________ (hereinafter called the Guarantor) hereby irrevocably and unconditionally guarantee the sum of Indian Rupees Rs.________/- (INR ___________________Only for Indian Bidders) and US $ _________/-(United States Dollars _____________________________only for Foreign Bidders) in favor of GSPC, if Tenderer fails to perform its obligations as set forth below: (i) The Tenderer agrees to keep the Proposal open for acceptance by GSPC during the period of validity (120 days from the Closing Date) specified in the Tender. (ii) The Tenderer, having been notified of acceptance of its Proposal by GSPC during the period of Tender validity: (a) (b) (c) (d) Fails or refuses to execute the agreed Purchase Order/Contract/ Agreement, if required; or Fails or refuses to furnish the Performance Bank Guarantee in accordance with the format provided in the Tender document; or Seeks Variation or modification of Proposal; modifications to the agreed terms and conditions Tries to influence GSPC on bid evaluation, bid comparison or Purchase Order/Contract award decision.

The sum shall become payable by us immediately on first demand by GSPC without proof or conditions notwithstanding any constitution or protest by the Tenderer or any other third party. (2) GSPC shall have the fullest liberty without our consent and without affecting in any manner, our obligation hereunder, to relax any of the terms and conditions of the aforesaid Tender, from time to time, or to postpone any time any of the powers exercisable by GSPC against the said Tenderer and Guarantor shall not be relieved from its liabilities by reason of any such relaxation being granted to the Tenderer by GSPC or any indulgence by GSPC to the said Tenderer or by any such matters or things whatsoever. The Guarantor shall not be discharged or released from this Guarantee by any Purchase Order/Contract/Agreement made between the Tenderer and GSPC with or without the consent of the Guarantor or by any alteration in the obligations undertaken by the Tenderer or by any change in name or constitution of GSPC or the Tenderer. The Guarantee herein shall not be affected by any change in the constitution of the Bank or
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(3)

(4)

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the Tenderer. (5) (6) This Guarantee shall not be revoked during its currency, and shall remain in effect for One Hundred and fifty (150) days from the Tender Closing Date. This Guarantee shall be governed and construed in accordance with the laws of India and all of the parties to this Guarantee hereby irrevocably submit to the non-exclusive jurisdiction of the High Court of Ahmedabad.

IN WITNESS whereof this Guarantee has been duly executed by GUARANTOR the ___________ day of ____________ for and on behalf of (__________________________) Name Designation Bankers Seal Address BID BOND It is a condition precedent to the acceptance of any Tender by the GSPC that the Tenderer shall provide a Bid Bond by means of a Bank Guarantee for an amount stated in the Invitation to Tender in the prescribed format and valid for a period of 150 days from the Closing Date. The Tender may be disqualified in the absence of a Bid Bond in the prescribed format. Conditions for Invoking of Bid Bond Guarantee The following conditions would also lead to the invoking of Bid Bond Guarantee: a) If the Tender is withdrawn during the validity period or any extension thereof. b) If the Tender is varied or modified in a manner not acceptable to GSPC during the validity or agreed extension validity period duly agreed by the Tenderer or after notification of award by GSPC and prior to signing of the Purchase Order/Contract. c) If the successful Tenderer is seeking modifications to the agreed terms and conditions after notification of award or declines to accept the Letter of Intent/Award. d) If the successful Tenderer fails to furnish Performance Bank Guarantee within 10 days of the issue of the Letter of Intent/Award. e) Any effort by the Tenderer to influence GSPC on bid evaluation, bid comparison or Purchase Order/Contract award decision. The formats for any of the Bank Guarantees shall not be changed except for any minor variations that the Bank may require. Failure to comply with this requirement may entail disqualification of the Tender. : : : : _______________________________________________ _______________________________________________ _______________________________________________ ______________________________________________

It is mandatory that all bidders should submit Bank Guarantees from any one of the Public Sector Bank in India or from any one of the private banks listed in Attachment 3.

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RFQ No.GSPC/2013/108

Attachment- 5 COMPLIANCE STATEMENT ALTERNATIVE PROPOSAL After having submitted the Base Proposal in accordance with the Inquiry/RFQ requirements, we submit the following alternative(s) for GSPCs consideration. Sl. No. Section, Clause Reference Description as in the Tender Alternative Proposal Benefits of such Alternative, if any, to GSPC

DEVIATIONS TO THE Inquiry/RFQ TERMS AND CONDITIONS We have taken following exceptions to Scope of work / specification /schedule/ the terms and conditions stated in the Inquiry/RFQ. Cost impact (+/-) Section, Clause Description as in Exception Explanation/ Sl. and/ or effect on Reference the Inquiry/RFQ Taken Reason No. Delivery Date A 1 2 Technical

Commercial 3 4
Note: The deviations/negotiations which cannot be resolved as a result of post-bid correspondences will be appropriately cost-loaded to ensure competitive bidding

OR COMPLIANCE STATEMENT [Seller] hereby agrees to enter into a Contract with Gujarat State Petroleum Corporation Ltd., in compliance with the terms and conditions of the Purchase Order attached to Inquiry/RFQ No. . dated .. should [Seller] be the successful Tenderer as a result of the tender evaluations.

Signature: . Seal: . Date:

RFQ No.GSPC/2013/108

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