Volume - 1 TSM-02.08.18 PDF

Cost of Tender Documents
BDT 30,000.00 (Thirty Thousand) or

USD 375.00 (Three Hundred Seventy Five) Only
Bangladesh Sugar & Food Industries Corporation

Chinishilpa Bhaban, 3 Dilkusha C/A, Dhaka-1000
TENDER DOCUMENT
FOR
PROCUREMENT OF EPC (ENGINEERING, PROCUREMENT, CONSTRUCTION

& COMMISSIONING) CONTRACTOR
FOR
Package-TSM 1:i) Sugarcane Mill House (1524 TCD),
ii) Co-generation Plant (6.00 MW),
iii) Sugar Refinery Plant (200 TPD) and
iv) Beet Sugar Plant (300 TPD)
UNDER PROJECT
REPLACEMENT OF OLD MACHINERY AND ADDITION OF MACHINERY FOR

BEET SUGAR PRODUCTION AT THAKURGAON SUGAR MILLS LTD.
LOCATION: THAKURGAON, BANGLADESH
Volume-I-III
Invitation for Tender No: 36.04.0000.058.07.001.18.404

Issued on: 02-08-2018
VOLUME-1 Package No.:TSM-1
This Tender Document contains Volume-I-III
Table of Contents
VOLUME-I Section 1. Instructions to Tenderers

Section 2. Tender Data Sheet
Section 3. General Conditions of Contract
Section 4. Particular Conditions of Contract
Section 5. Tender Forms
Section 6. Schedule of Requirements
Section 7. Technical Specifications
Section 8. Drawings
Section 9. Contract Forms
Section 10. Change Orders
Annexure- I. Additional Information related to Instruction to Tenderer
Annexure–II. Additional Information related to General Condition of Contract
VOLUME-II Technical specification:

1.0 Project information
2.0 Design basis
3.0 Scope of supply, terminal points & exclusions
3.1 Specification for mechanical equipment
3.2 Specification for electrical system
3.3 Specification for instrumentation & control system
4.0 General specification & standards
5.0 Design criteria (civil & structural) and others specification
6.0 Testing and inspection
7.0 Erection & commissioning
8.0 Performance parameters
9.0 Reference drawings
VOLUME-III 1.0 Specifications Submission and Compliance Sheet (Form - 4B)

2.0 Schedules
EPC Tender document for TSM Project
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VOLUME-I
This Volume-I Contains 10 Sections (1-10), Annexure-I (Additional information related
to Instruction to Tenderer), Annexure-II (Additional Information related to General
Condition of Contract)
Table of Contents
Section 1. Instructions to Tenderers ...............................................................................................7
A. General ...................................................................................................................... 7
1. Scope of Tender ........................................................................................................ 7
2. Interpretation ............................................................................................................. 7
3. Source of Funds ........................................................................................................ 7
4. Corrupt, Fraudulent, Collusive or Coercive Practices ............................................. 8
5. Eligible Tenderers ..................................................................................................... 9
6. Eligible Goods and Related Services ..................................................................... 10
7. Site Visit ................................................................................................................... 10
B. Tender Document ................................................................................................... 10
8. Tender Document: General ..................................................................................... 10
9. Clarification of Tender Documents ......................................................................... 11
10. Pre-Tender Meeting ................................................................................................. 11
11. Addendum to Tender Documents ........................................................................... 12
C. Qualification Criteria............................................................................................... 12
12. General Criteria ....................................................................................................... 12
13. Litigation History ..................................................................................................... 13
14. Experience Criteria .................................................................................................. 13
15. Financial Criteria ..................................................................................................... 13
16. Appointment of Subcontractor .................................................................................... 13
D. Tender Preparation ................................................................................................. 13
17. Only One Tender ..................................................................................................... 13
18. Cost of Tendering .................................................................................................... 13
19. Issuance and Sale of Tender Document................................................................. 14
20. Language of Tender ................................................................................................ 14
21. Contents of Tender.................................................................................................. 14
22. Alternatives.............................................................................................................. 15
23. Tender Prices, Discounts and Price adjustment ........................................................... 15
24. Tender Currency...................................................................................................... 18
25. Documents Establishing the Conformity of the Goods and Related services ..... 18
26. Documents Establishing Qualifications of the Tenderer ....................................... 18
27. Validity Period of Tender........................................................................................ 19
28. Extension of Tender Validity and Tender Security ................................................ 19
29. Tender Security ....................................................................................................... 19
30. Form of Tender security ........................................................................................ 19
31. Authenticity of Tender Security .............................................................................. 20
32. Return of Tender Security ....................................................................................... 20
33. Forfeiture of Tender Security....................................................................................... 20
34. Format and Signing of Tender ................................................................................ 21
E. Tender Submission................................................................................................. 21
35. Sealing, Marking and Submission of Tender ......................................................... 21
36. Deadline for Submission of tenders ....................................................................... 22
37. Late tender ............................................................................................................... 22
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38. Modification, Substitution or Withdrawal of Tenders ........................................... 22
39. Tender Modification ................................................................................................ 22
40. Tender Substitution ................................................................................................. 22
41. Withdrawal of Tender .............................................................................................. 22
F. Tender Opening and Evaluation ............................................................................ 22
42. Tender Opening ....................................................................................................... 22
43. Evaluation of Tenders ............................................................................................. 24
44. Evaluation process.................................................................................................. 24
45. Preliminary Examination ......................................................................................... 25
46. Technical Examinations & Responsiveness.............................................................. 25
47. Clarification on Tender............................................................................................ 27
48. Restrictions on the Disclosure of Information Relating to the Procurement
Process ................................................................................................................... 27
49. Correction of Arithmetical Errors ........................................................................... 27
50. Conversion to Single Currency............................................................................... 28
51. Domestic Preference ............................................................................................... 28
52. Financial Evaluation ................................................................................................ 28
53. Assessing the Price of Unpriced Items ................................................................. 30
54. Evaluation of Domestic Preference ........................................................................ 30
55. Price Comparison .................................................................................................... 30
56. Negotiation .............................................................................................................. 31
57. Post-qualification .................................................................................................... 31
58. Rejection of All Tenders .......................................................................................... 31
59. Informing Reasons for Rejection ............................................................................ 32
G. Contract Award ....................................................................................................... 32
60. Award Criteria .......................................................................................................... 32
61. Purchaser’s Right to Vary Quantities ..................................................................... 32
62. Notification of Award............................................................................................... 32
63. Performance Security.............................................................................................. 33
64. Form and Time Limit for furnishing of Performance security ............................... 33
65. Validity of Performance Security ............................................................................ 33
66. Authenticity of performance Security .................................................................... 33
67. Contract Signing ..................................................................................................... 34
68. Publication of Notification of Award of Contract ................................................... 34
69. Debriefing of Tenderers .......................................................................................... 34
70. Right to Complain.................................................................................................... 34
Annexure-I: Additional Information related to Instruction to Tenderer ………………...36
1. Personnel Capacity ................................................................................................. 36
2. Equipement Capacity .............................................................................................. 37
3. Manufacturer Qualification ..................................................................................... 37
4. Tender Price and Discounts.................................................................................... 40
5. Documents establishing the conformity of the goods and related services ........ 40
Section 2. Tender Data Sheet......................................................................................................... 41

A. General ................................................................................................................. ...41
B. Tender Document ................................................................................................ ...42
C. Qualification Criteria......................................................................................... ......42
D. Preparation of Tender............................................................................................. 44
E. Submission of Tender ............................................................................................ 47
F. Opening and Evaluation of Tenders ...................................................................... 47
G. Award of Contract ................................................................................................... 48
Section 3. General Conditions of Contract.................................................................................... 44
1. Definitions................................................................................................................ 50
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2. Contract Documents ............................................................................................... 50
3. Corrupt, Fraudulent, Collusive or Coercive Practices ........................................... 50
4. Interpretation ........................................................................................................... 51
5. Documents Forming the Contract in order of precedence .................................... 52
6. Eligibility .................................................................................................................. 52
7. Governing Language ............................................................................................... 52
8. Governing Law ........................................................................................................ 52
9. No fees/Gratuities .................................................................................................... 52
10. Use of Contract Documents & Information ............................................................ 53
11. Communications & Notices ......................................................................................... 53
12. Trademark, Patent and Intellectual Property Rights .............................................. 53
13. Copyright ................................................................................................................. 53
14. Assignment.............................................................................................................. 53
15. Sub contracting ....................................................................................................... 53
16. Supplier’s Responsibilities .......................................................................................... 53
17. Purchaser’s Responsibilities ....................................................................................... 54
18. Scope of Supply ...................................................................................................... 54
19. Amendment to Order ............................................................................................... 54
20. Instances When Amendment to Order May be Issued ........................................... 55
21. Adjustments in Contract Price and/or Delivery Schedule in Amendment to
Order........................................................................................................................ 50
22. Packing and Documents ......................................................................................... 55
23. Delivery and Documents ......................................................................................... 56
24. Acceptance .............................................................................................................. 56
25. Contract Price .......................................................................................................... 56
26. Transportation ........................................................................................................... 56
27. Terms of Payment ................................................................................................... 57
28. Insurance ................................................................................................................. 57
29. Taxes and Duties ..................................................................................................... 57
30. Performance Security.............................................................................................. 57
31. Specifications and Standards ................................................................................. 58
32. Inspections and Tests ............................................................................................. 58
33. Warranty .................................................................................................................. 59
34. Delays in Delivery and Extensions of Time ............................................................ 60
35. Liquidated Damages................................................................................................ 60
36. Limitation of Liability............................................................................................... 60
37. Change in Laws and Regulations ........................................................................... 61
38. Definition of Force Majeure..................................................................................... 61
39. Notice of Force Majeure .......................................................................................... 61
40. Duty to Minimise Delay ........................................................................................... 62
41. Consequences of Force Majeure ................................................................................. 62
42. Termination for Default ........................................................................................... 62
43. Termination for insolvency ..................................................................................... 63
44. Termination for Convenience ................................................................................. 63
45. Procedures for Termination of Contracts............................................................... 64
46. Contract Amendment .............................................................................................. 65
47. Settlement of Disputes ............................................................................................ 65
Annexure-II: Additional Information related to General Condition of Contract ………...66
1. Definitions................................................................................................................ 66
2. Interpretation ........................................................................................................... 67
3. Scope of Facilities ................................................................................................... 67
4. Time for Commencement and Completion............................................................. 68
5. Contractor’s Responsibilities ................................................................................. 68
6. Purchaser’s Responsibilities .................................................................................. 69
7. Securities ................................................................................................................. 69
8. License/Use of Technical Information .................................................................... 70
9. Confidential Information ......................................................................................... 70
10. Representative ........................................................................................................... 71
11. Work Programme ....................................................................................................... 72
12. Subcontracting ........................................................................................................ 73
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13. Design and Engineering .......................................................................................... 74
14. Procurement ............................................................................................................ 75
15. Installation ............................................................................................................... 76
16. Test and Inspection ................................................................................................. 81
17. Completion of The Facilities ................................................................................... 81
18. Commissioning and Operational Acceptence........................................................ 82
19. Completion Time Gurantee ..................................................................................... 84
20. Defect Liability ........................................................................................................... 85
21. Functional Gurantee................................................................................................ 86
22. Patent Indemnity ..................................................................................................... 87
23. Limitation of Liability............................................................................................... 88
24. Transfer of Ownership ............................................................................................ 88
25. Care of Facilities...................................................................................................... 88
26. Loss of or Demage to Property ; Accedent or Injury to Workers ;
Indemnification ....................................................................................................... 89
27. Insurance ................................................................................................................. 90
28. Unforseen Conditions ............................................................................................. 92
29. Change in Loss and Regulation.............................................................................. 92
30. Force Majeure .......................................................................................................... 92
31. War Risk................................................................................................................... 93
32. Change in the Facilities........................................................................................... 94
33. Extension of Time for Completion .......................................................................... 97
34. Suspension .............................................................................................................. 97
35. Termination................................................................................................................ 98
36. Assignment............................................................................................................ 103
37. Contractor’s Claim ................................................................................................ 103
38. Dispute And Arbitration ........................................................................................ 104
39. Contract Price ........................................................................................................ 106
40. Tax and Duties…………………………………………………………………………....107
Appendix A: General Condition of Dispute Board Agreement .................................................. 108
Annex – Dispute Board Guideline ............................................................................... 113
Section 4. Particular Conditions of Contract .............................................................................. 115
Section 5. Tender Forms .............................................................................................................. 125
Tender Submission Letter For Technical Offer (Form – 1) ................................. ….126
Tenderer Information Sheet (Form -2) ...................................................................... 128
Tender Submission Letter For Financial Offer……………………………………..…..138
Price Schedule (FoRM-3)……………………………………………………………………140
Technical Proposal (Form-4A)………………………………………………………..……194
Specifications Submission and Compliance Sheet (Form -4B) .............................. 205
Manufacturer’s Authorisation Letter (Form - 5) ....................................................... 206
Bank Guarantee for Tender Security (Form – 6) ...................................................... 207
Form of Joint Venture Agreement (Form-7)………………………………………...….208
Section 6. Schedule of Requirements ......................................................................................... 212
Section 7. Technical Specifications............................................................................................. 217
Section 7. Drawings ..................................................................................................................... 218
Section 9. Contract Forms…………………………………………..…………………………..219
Section 10. Change orders...........................................................................................................242
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Section 1. Instructions to Tenderers

A. General
1. Scope of 1.1 The Purchaser named in the Tender Data Sheet (TDS) (hereinafter
Tender referred to as the “Purchaser”) wishes to issues these Tender
Documents for the supply of Goods, and Related Services incidental
thereto, as specified in the TDS and as detailed in Section 6: Schedule
of Requirements.
1.2 The name of the Tender and the number and identification of its
constituent lot(s) are stated in the TDS.
1.3 The successful Tenderer will be required to complete the delivery of the
goods and related services (when applicable) as specified in the GCC
Clause 18.
2. Interpretation 2.1 Throughout this Tender Document

(a) the term “in writing” means communication written by hand or
machine duly signed and includes properly authenticated messages
by facsimile or electronic mail;
(b) if the context so requires, singular means plural and vice versa; and
(c) “day” means calendar days unless otherwise specified as working
days;
(d) "Tender Document ", means the Document provided by a Purchaser
to a Tenderer as a basis for preparation of its Tender;
(e) "Tender ", depending on the context, means a Tender submitted by
a Tenderer for delivery of Goods and Related Services to a
Purchaser in response to an Invitation for Tender ;
3. Source of 3.1 The Purchaser has been allocated public funds from the source as
Funds indicated in the TDS and intends to apply a portion of the funds to
eligible payments under the contract for which this Tender Document is
issued.
3.2 For the purpose of this provision, “public funds” means any funds
allocated to a Purchaser under Government budget, or loan, grants and
credits placed at the disposal of a Purchaser through the Government
by the development partners or foreign states or organizations.
3.3 Payments by the development partner, if so indicated in the TDS, will

be made only at the request of the Government and upon approval by
the development partner in accordance with the applicable
Loan/Credit/Grant Agreement, and will be subject in all respects to the
terms and conditions of that Agreement.
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4. Corrupt, 4.1 The Government requires that Procuring Entities, as well as Tenderers
Fraudulent, shall observe the highest standard of ethics during implementation of
Collusive or procurement proceedings and the execution of Contracts under public
Coercive funds.
Practices 4.2 The Government requires that Procuring Entities, as well as Tenderers
and Suppliers shall, during the Procurement proceedings and the
execution of Contracts under public funds, ensure-
(a) strict compliance with the provisions of Section 64 of the Public
Procurement Act 2006 (Act 24 of 2006);
(b) abiding by the code of ethics as mentioned in the Rule127 of the
Public Procurement Rules, 2008;
(c) that neither it’s any officer nor any staff or any other agents or
intermediaries working on its behalf engages in any practice as
detailed in ITT Sub Clause 4.3.
4.3 For the purposes of ITT Sub-clause 4.2 the terms set forth as bellows:
(a) corrupt practice means offering, giving or promising to give,
receiving, or soliciting, either directly or indirectly, to any officer or
employee of a Purchaser or other public or private authority or
individual, a gratuity in any form; employment or any other thing or
service of value as an inducement with respect to an act or
decision or method followed by a Purchaser in connection with a
Procurement proceeding or contract execution;
(b) fraudulent practice means the misrepresentation or omission of
facts in order to influence a decision to be taken in a Procurement
proceeding or Contract execution;
(c) collusive practice means a scheme or arrangement between two
(2) or more Persons, with or without the knowledge of the
Purchaser, that is designed to arbitrarily reduce the number of
Tenders submitted or fix Tender prices at artificial, non competitive
levels, thereby denying a Purchaser the benefits of competitive
price arising from genuine and open competition; or
(d) coercive practice means harming or threatening to harm, directly
or indirectly, Persons or their property to influence a decision to be
taken in a Procurement proceeding or the execution of a Contract,
and this will include creating obstructions in the normal submission
process used for Tenders.
4.4 Should any corrupt, fraudulent, collusive or coercive practice of any
kind come to the knowledge of the Purchaser, it will, in the first place,
allow the Tenderer to provide an explanation and shall, take actions
only when a satisfactory explanation is not received. Such exclusion
and the reasons thereof, shall be recorded in the record of the
procurement proceedings and promptly communicated to the Tenderer
concerned. Any communications between the Tenderer and the
Purchaser related to matters of alleged fraud or corruption shall be in
writing.
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4.5 If corrupt, fraudulent, collusive or coercive practices of any kind

determined by the Purchaser against any Tenderer alleged to have
carried out such practices, the Purchaser shall -
(a) exclude the concerned Tenderer from further participation in the
particular Procurement proceeding; or
(b) reject any recommendation for award that had been proposed for
that concerned Tenderer or;
(c) declare, at its discretion, the concerned Tenderer to be ineligible to
participate in further Procurement proceedings, either indefinitely
or for a specific period of time.
4.6 The Tenderer shall be aware of the provisions on corruption,

fraudulence, collusion and coercion in Section 64 of the Public
Procurement Act, 2006 and Rule 127 of the Public Procurement Rules,
2008 and others as stated in GCC Clause 3.
5. Eligible 5.1 This Invitation for Tenders is open to eligible Tenderers from all
Tenderers countries, except for any specified in the TDS. A Tenderer will be
eligible if it is a citizen, or is constituted, registered and operates in
conformity with the provisions of the laws of that country.
5.2 A Tenderer may be a physical or juridical individual or body of

individuals, or company, association invited to take part in public
procurement or seeking to be so invited or submitting a Tender in
response to an Invitation for Tenders.
5.3 Government-owned enterprises in Bangladesh shall be eligible only if

they can establish that they (i) are legally and financially autonomous,
(ii) operate under commercial law, and (iii) are not a dependent agency
of the Purchaser.
5.4 Tenderers shall have the legal capacity to enter into the Contract. A
Tenderer that is under a declaration of ineligibility by the Government
of Bangladesh in accordance with applicable laws at the date of the
deadline for Tender submission or thereafter shall be disqualified.
5.5 Tenderers and all parties constituting the Tenderer shall not have a
conflict of interest pursuant to Rule 55 of the Public Procurement Rules,
2008.
5.6 Tenderers in its own name or its other names or also in the case of its
Persons in different names, shall not be under a declaration of
ineligibility for corrupt, fraudulent, collusive or coercive practices as
stated under ITT Sub Clause 4.3.
5.7 Tenderers are not restrained or barred from participating in public

Procurement on grounds of execution of defective supply in the past
under any Contract.
5.8 Tenderers are not under a declaration of ineligibility by an international

financing agency such as World Bank, Asian Development Bank or any
other international agency.
5.9 Tenderers shall not be insolvent, be in receivership, be bankrupt, be in

the process of bankruptcy, be not temporarily barred from undertaking
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business and it shall not be the subject of legal proceedings for any of
the foregoing.
5.10 Tenderers shall have fulfilled its obligations to pay taxes and social
security contributions under the provisions of laws and regulations of
the country of its origin. In the case of foreign Tenderers, a certificate
of competent authority in that country of which the Tenderer is citizen
shall be provided.
5.11 Tenderers shall provide such evidence of their continued eligibility

satisfactory to the Purchaser, as the Purchaser will reasonably request.
5.12 These requirements for eligibility will extend, as applicable, to each

JVCA partner and Subcontractor proposed by the Tenderer.
6. Eligible Goods 6.1 All goods and related services to be supplied under the contract are
and Related eligible, unless their origin is from a country specified in the TDS.
Services
6.2 For purposes of this Clause, the term “goods” includes commodities, raw
material, machinery, equipment, and industrial plants; and “related
services” includes services such as insurance, transportation, installation,
and commissioning, training, and initial maintenance.
6.3 For purposes of this clause, “origin” means the country where the goods
have been mined, grown, cultivated, produced, manufactured or
processed; or through manufacture, processing, or assembly, another
commercially recognized article results that differs substantially in its basic
characteristics from its components.
6.4 The origin of goods and services is distinct from the nationality of the
Tenderer. The nationality of the firm that produces, assembles, distributes,
or sells the goods shall not determine their origin.
7. Site Visit 7.1 For goods contracts requiring installation/ commissioning/ networking
or similar services at site, the Tenderer, at the Tenderer’s own
responsibility and risk, is encouraged to visit and examine the Site and
obtain all information that may be necessary for preparing the Tender
and entering into a contract for the supply of goods and related services.
7.2 The Tenderer should ensure that the Purchaser is informed of the visit
in adequate time to allow it to make appropriate arrangements.
7.3 The costs of visiting the Site shall be at the Tenderer’s own expense.
B. Tender Document
8. Tender 8.1 The Sections comprising the Tender Document are listed below and
Document: should be read in conjunction with any addendum issued under ITT Clause
General 11.
 Section 1 Instructions to Tenderers (ITT)
 Section 2 Tender Data Sheet (TDS)
 Section 3 General Conditions of Contract (GCC)
 Section 4 Particular Conditions of Contract (PCC)
 Section 5 Tender and Contract Forms
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 Section 6 Schedule of Requirements

 Section 7 Technical Specifications
 Section 8 Drawings
 Annexure-I Additional Information related to Instruction to
Tenderer
 Annexure-II Additional Information related to General Condition
of Contract
8.2 The Purchaser shall reject any Tender if the Tender Document was not
purchased directly from the Purchaser, or through its agent as stated in
the TDS.
8.3 The Tenderer is expected to examine all instructions, forms, terms, and
specifications in the Tender Document as well as addendum to Tender
Documents.
9. Clarification of 9.1 A prospective Tenderer requiring any clarification of the Tender Document
Tender shall contact the Purchaser in writing at the Purchasers address indicated
Documents in the TDS before two-third of time allowed for preparation and
submission of Tender elapses.
9.2 A Purchaser is not obliged to answer any clarification received after that
date requested under ITT Sub-Clause 9.1.
9.3 The Purchaser shall respond in writing within five (5) working days of
receipt of any such request for clarification received under ITT Sub-Clause
9.1
9.4 The Purchaser shall forward copies of its response to all those who have
purchased the Tender Document, including a description of the enquiry
but without identifying its source.
9.5 Should the Purchaser deem it necessary to amend the Tender Document
as a result of a clarification, it shall do so following the procedure under ITT
Clause 11.
10. Pre-Tender 10.1 To clarify issues and to answer questions on any matter arising in the
Meeting Tender Document, the Purchaser may, if stated in the TDS, hold a Pre-
Tender Meeting at the place, date and time as specified in the TDS. All
Potential Tenderers are encouraged to attend the meeting, if it is held.
10.2 Minutes of the pre-Tender meeting, including the text of the questions
raised and the responses given, together with any responses prepared
after the meeting, will be transmitted within one week (7 days) after holding
the meeting to all those who purchased the Tender Document and even
those who did not attend the meeting.
10.3 Any amendment to the Tender Document listed in ITT Sub-Clause 8.1 that
may become necessary as a result of the pre-Tender meeting shall be
made by the Purchaser exclusively through the issue of an Addendum as
stated under ITT Sub-Clause 11 and not through the minutes of the pre-
Tender meeting.
10.4 Non-attendance at the pre-Tender meeting will not be a cause for

disqualification of a Tenderer.
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11. Addendum to 11.1 At any time prior to the deadline for submission of Tenders, the Purchaser
Tender on its own initiative or in response to a clarification request in writing from
Documents a Tenderer, having purchased the Tender Document or as a result of a
Pre-Tender meeting, may revise the Tender Document by issuing an
addendum pursuant to Rule 95 of the Public Procurement Rules, 2008.
11.2 The addendum issued under ITT Sub-Clause 11.1 shall become an
integral part of the Tender Document and shall have a date and an
issue number and shall be circulated by fax, mail or e-mail, to Tenderers
who have purchased the Tender Documents within five (5) working
days of issuance of such addendum, to enable Tenderers to take
appropriate action.
11.3 The Tenderer shall acknowledge receipt of an addendum.
11.4 Tenderers who have purchased the Tender Documents but have not
received any addendum issued under ITT Sub-clause 11.1 shall inform
the Purchaser of the fact by fax, mail or e-mail before two-third of the time
allowed for the submission of Tenders has elapsed.
11.5 Procuring Entities shall also ensure posting of relevant addenda with
the reference number and date on their website.
11.6 To give a prospective Tenderer reasonable time in which to take an

amendment into account in preparing its Tender, the Purchaser may,
at its discretion, extend the deadline for the submission of Tenders,
pursuant to Rule 95(6) of the Public Procurement Rule, 2008 and under
ITT Clause 36.
11.7 If an addendum is issued when time remaining is less than one-third of

the time allowed for the preparation of Tenders, a Purchaser shall
extend the deadline by an appropriate number of days for the
submission of Tenders, depending upon the nature of the Procurement
requirement and the addendum. The minimum time for such extension
shall not be less than seven (7) days.
C. Qualification Criteria
12. General 12.1 The Purchaser requires the Tenderer to be qualified by meeting
Criteria predefined, precise minimum requirements, which entails setting
pass/fail criteria, which if not met by the Tenderer, will result in rejection
of its Tender.
12.2 In addition to meeting the eligibility criteria, as stated in ITT Clause 5,

the Tenderer must satisfy the other criteria stated in ITT Clauses 13 to
15 inclusive.
12.3 To qualify for a multiple number of lots in a package for which tenders
are invited in the Invitation for Tenders, The Tenderer shall demonstrate
having resources and experience sufficient to meet the aggregate of
the qualifying criteria for the individual lot. The requirement of overall
experience and specific experience under ITT Sub-Clause 14.1 (a) and
14.1 (b) shall not be separately applicable for individual lot.
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13. Litigation 13.1 The maximum number of arbitration awards against the Tenderer over
History a period shall be as specified in the TDS.
14. Experience 14.1 Tenderers shall have the following minimum level of supply experience
Criteria to qualify for supplying the Goods and Related Services under the
contract:
(a) A minimum number of years of overall experience in the supply
of goods and related services as specified in the TDS; and
(b) Specific experience of satisfactory completion of supply of similar
goods of minimum value stated in the TDS under maximum
number of contracts stated in TDS within the period stated in
TDS; and
(c) A minimum supply and/or production capacity of Goods as
specified in the TDS.
15. Financial 15.1 Tenderers shall have the following minimum level of financial capacity
Criteria of qualify for the supply of goods under the contract:
(a) Availability of minimum liquid assets or working capital or credit

facilities from a Bank, as specified in the TDS.
16. Appointment of 16.1 Tenderer, pursuant to Rule 53 of the PPR2008, is allowed to sub-
Subcontractor contract a portion of the Supply.
16.2 The Tenderer shall specify in its Tender all portion of the Goods that will
be Subcontracted, if any, including the entity(ies) to whom each portion
will be subcontracted to, subject to the maximum allowable limit for
subcontracting of Goods specified in the TDS.
16.3 All subcontracting arrangement must be disclosed at the time of

Tendering, and subcontractors must be identified in the Tender
submitted by Tenderer.
16.4 A Subcontractor may participate in more than one Tender, but only in
that capacity.
16.5 Subcontractors must comply with the provision of ITT Clause 5. For this
purpose contractor shall complete the Subcontractor’s information in
Form -1 for submission with tender.
16.6 If the Purchaser determines that a subcontractor is ineligible, the

subcontracting of such portion of the Goods assigned to the ineligible
subcontractor shall be disallowed.
D. Tender Preparation
17. Only One 17.1 If a Tender for Goods is invited on ‘lot-by-lot’ basis, each lot shall constitute
Tender a Tender. A Tenderer shall submit only one (1) Tender for each lot, A
Tenderer who submits or participates in more than one (1) Tender for each
lot will cause all the Tenders with that Tenderer’s participation to be
rejected.
18. Cost of 18.1 Tenderers shall bear all costs associated with the preparation and
Tendering submission of its Tender, and the Purchaser shall not be responsible or
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liable for those costs, regardless of the conduct or outcome of the
Tendering process.
19. Issuance and 19.1 A Purchaser, pursuant to Rule 94 of the Public Procurement Rules,2008
Sale of Tender shall make Tender Documents available immediately to the potential
Document Tenderers, requesting and willing to purchase at the corresponding price
if the advertisement has been published in the newspaper pursuant to
Rule 90 of the Public Procurement Rules,2008.
19.2 Full contact details with mailing address, telephone and facsimile
numbers and electronic mail address, as applicable, of those to whom
Tender Documents have been issued shall be recorded with a
reference number by the Purchaser or its agent.
19.3 There shall not be any pre-conditions whatsoever, for sale of Tender
Document and the sale of such Document shall be permitted up to the day
prior to the day of deadline for the submission of Tender.
20. Language of 20.1 Tenders shall be written in English language. Supporting documents and
Tender printed literature furnished by the Tenderer may be in another language
provided they are accompanied by an accurate translation of the relevant
passages into the English language, in which case, for purposes of
interpretation of the Tender, such translation shall govern.
20.2 Tenderers shall bear all costs of translation to the governing language and
all risks of the accuracy of such translation.
21. Contents of
Tender 21.1 The Tender prepared by the Tenderer shall comprise the following:
(a) Tender Submission Letter (Form -1 & Form-3) as furnished in

Section 5: Tender and Contract Forms;
(b) Tenderer information sheet (Form -2) as furnished in Section 5:

Tender and Contract Forms;
(c) The completed Price Schedule for Goods and Related Services
(Form -3A, 3B, 3C and 3D) as furnished in Section 5: Tender and
Contract Forms as stated under ITT Clauses 23 and 24;
(d) Tender Security as stated under ITT Clause 29,30 and 31;
(e) The completed Specifications Submission and Compliance Sheet

(Form -4A & 4B) as furnished in Section 5: Tender and Contract
Forms as stated under ITT clause 25.2;
(f) Alternatives, if permitted, as stated under with ITT Clause 22;
(g) Written confirmation authorising the signatory of the Tender to

commit the Tenderer, as stated under ITT Sub-Clause 34.3;
(h) The completed eligibility declarations, to establish its eligibility as

stated under ITT Clause 5, in the Tender Submission Sheet (Form -
1 & Form-3), as furnished in section 5: Tender and Contract Forms;
(i) An affidavit confirming the legal capacity stating that there are no
existing orders of any judicial court that prevents either the
Tenderer or employees of a Tenderer entering into or signing a
Contract with the Purchaser as stated under ITT clause 5;
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(j) An affidavit confirming that the Tenderer is not insolvent, in
receivership or not bankrupt or not in the process of bankruptcy,
not temporarily barred from undertaking their business for
financial reasons and shall not be the subject of legal proceedings
for any of the foregoing as stated under ITT Clause 5;
(k) A certificate issued by the competent authority stating that the

Tenderer is a Tax payer having valid Tax identification Number
(TIN) and VAT registration number or in lieu any other document
acceptable to the Purchaser demonstrating that the Tenderer is a
genuine Tax payer and has a VAT registration number as a proof
of fulfillment of taxation obligations as stated under ITT Clause 5.
In the case of foreign Tenderers, a certificate of competent
authority in that country of which the Tenderer is citizen shall be
provided ;
(l) Documentary evidence demonstrating that they are enrolled in

the relevant professional or trade organizations registered in
Bangladesh or in case of foreign tenderer in their country of origin
or a certificate concerning their competency issued by a
professional institution in accordance with the law of the country
of their origin, as stated under ITT Clause 5;
(m) The country of origin declarations, to establish the eligibility of the

Goods and Related Services as stated under ITT Clause 6, in the
Price Schedule for Goods and Related Services (Form - 3B, 3C
and -3D) as, applicable, furnished in Section 5: Tender and
Contract Forms;
(n) Documentary evidence as stated under ITT Clauses 25, that the
Goods and Related Services conform to the Tender Documents;
(o) Documentary evidence as stated under ITT Clause 26 that the

Tenderer’s qualifications conform to the Tender Documents;
(p) Documents establishing legal and financial autonomy and

compliance with commercial law, as stated under ITT Sub-clause
5.3 in case of government owned entity; and
(q) Any other document as specified in the TDS.
21.2 The Tenderer shall submit the Tender Submission Letter (Form -1 & Form-
3) as furnished in Section 5: Tender and Contract Forms. This form must
be completed without any alterations to its format, and no substitutes shall
be accepted. All blank spaces shall be filled in with the information
requested.
21.3 The Tenderer shall submit the completed Price Schedule for Goods and
Related Services (Form -3A, 3B, 3C and -3D), according to their origin as
appropriate as furnished in section 5: Tender and Contract Forms.
22. Alternatives 22.1 Unless otherwise stated in the TDS, alternatives shall not be considered.
23. Tender Prices, 23.1 The prices and discounts quoted by the Tenderer in the Tender
Discounts Submission Letter (Form-3) and in the Price Schedule (Form -3A, 3B,
3C and 3D) shall conform to the requirements specified below.
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23.2 All lots or items as listed in Section 6: Schedule of Requirements must

be listed and priced separately on the Price Schedule following the
Form -3A, 3B, 3C and 3D as applicable.
23.3 Tenders are being invited either for a single lot or for a number of lots
on ‘lot-by-lot’ basis, as specified in the TDS.
23.4 Each lot shall constitute a Tender, If Tenders for Goods are invited on
‘lot-by-lot’ basis as specified in the TDS.
23.5 Tenders being invited for a single lot or for a number of lots on ‘lot-by-
lot’ basis, price quoted shall correspond to 100% of the items specified
for each lot and to 100% of the quantities specified for each item of that
particular lot and shall correspond to 100% of the total offered lot value,
unless otherwise stated in the TDS
23.6 A Lot Tender not offering minimum number of items of those being
priced based on percentage of the total number of items, and, the
corresponding minimum value based on percentage of the total lot
value, as specified in the ITT Sub-Clause 23.5 shall also be considered
non-responsive.
23.7 Subject to ITT Sub-Clause 23.5, a Lot tender not offering a particular
item which represents more than fifty percent (50%) of the estimated
lot value identified by the Purchaser and specified in the TDS, even if it
complies with the requirement of minimum number of items based on
percentage of the total number of items as stated under ITT Sub Clause
23.5, shall be considered non-responsive.
23.8 The price to be quoted in Tender Submission Letter (Form -3) shall be
the total price of the Tender, excluding any discounts offered, only in
case of being awarded more than one lot, by the Tenderer
23.9 The Tenderer wishing to offer any discount shall indicate the
methodology for their application in the Tender Submission Letter
(Form -3) for being awarded of more than one lot.
23.10 Prices shall be quoted as specified in each Price Schedule (Form -3A,
3B, 3C and 3D) as applicable. The dis-aggregation of price components
is required solely for the purpose of facilitating the comparison of
tenders by the Purchaser. This shall not in any way limit the
Purchaser’s right to contract on any of the terms offered. In quoting
prices, the Tenderer shall be free to use transportation through carriers
registered in any eligible Countries. Similarly, the Tenderer may obtain
insurance services from any eligible country. Prices shall be entered in
the following manner:
23.11 For Goods, manufactured within Bangladesh, the prices in the Price
schedule (Form -3A) shall be entered separately in the following manner:
(a) the price of the Goods quoted EXW (ex works, ex factory, ex
warehouse, ex showroom, or off-the-shelf, as applicable), including
all customs duties and import vat and other taxes already paid or
payable on the components and raw material used in the
manufacture or assembly of the Goods;
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(b) VAT payable on account of supplier, if the contract is awarded ;
and
(c) the price for inland transportation, insurance, and other local costs
for the delivery of the Goods to their final destination (Project Site)
23.12 For Goods, manufactured outside Bangladesh, to be imported, the prices

in the Price schedule (Form -3B) shall be entered separately in the
following manner:
(a) the price of the Goods, quoted CIP (named place of destination, in
the Bangladesh ) or CIF (named port of destination, in Bangladesh)
as specified in the TDS;
(b) VAT payable on account of supplier, if the contract is awarded;

and
(c) the price for inland transportation, insurance, and other local costs
specified in the TDS;
(d) in addition to the CIP/CIF prices specified in 23.12(a) above, the

price of the Goods to be imported may be quoted in other
INCOTERM and shall be governed by the rules prescribed in the
current edition of INCOTERM published by the International
Chamber of Commerce, Paris, if so specified in the TDS;
23.13 For Goods, manufactured outside Bangladesh, already imported, the

prices in the Price schedule (Form -3C) shall be entered separately in the
following manner:
(a) the price of the Goods, including the original import value of the
Goods; plus any mark-up ; plus any other related local cost, and
custom duties, import VAT and other import taxes already paid on
the Goods already imported.
(b) the custom duties, import VAT and other import taxes already paid
(need to be supported with documentary evidence) on the Goods
already imported;
(c) the price of the Goods, obtained as the difference between (a) and
(b) above;
(d) VAT payable on account of supplier, if the contract is awarded;

and
(e) the price for inland transportation, insurance, and other local costs
[For previously imported Goods, the quoted price shall be distinguishable from the
original import value of these Goods declared to customs and shall include any
rebate or mark-up of the local agent or representative and all local costs except
import duties and taxes, which have been paid. For clarity the tenderers are asked
to quote the price including import duties, and additionally to provide the import
duties and the price net of import duties which is the difference of those values.]
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23.14 for Related Services, other than inland transportation and other services
required to convey the Goods to their final destination, whenever such
Related Services are specified in the Schedule of Requirements, the
prices in the price schedule (Form -3D) shall be entered in the following
manner :
(a) the price of each item comprising the Related Services (inclusive
of any applicable taxes).
24. Tender 24.1 For expenditures that will be incurred in Bangladesh, the Tenderer shall
Currency quote the prices in Bangladesh Taka.
24.2 Suppliers offering Goods manufactured or assembled in Bangladesh,

are permitted to submit their Tender in a combination of local and
foreign currencies.
24.3 For expenditures that will be incurred outside Bangladesh, the Tenderer
may quote the prices in USD or GBP or EUR or JPY as specified in
TDS.
25. Documents 25.1 To establish the conformity of the Goods and Related Services to the
Establishing the Tender Documents, the Tenderer shall furnish as part of its Tender the
Conformity of documentary evidence that the Goods and Related services conform to
the Goods and the technical specifications and standards in Section 7, Technical
Related Specifications.
services
25.2 Documentary evidence of conformity of the Goods and services to the
Tender Documents may be in the form of literature, drawings, and data,
and shall consist of:
(a) a detailed description of the essential technical and performance
characteristics of the Goods;
(b) if so required in TDS, tenderer shall also furnish a list giving full
particulars, including available sources and current prices of spare
parts, special tools, etc., necessary for the proper and continuing
functioning of the Goods during the period specified in the TDS,
following commencement of the use of the Goods by the Purchaser
; and
(c) an item-by-item commentary on the Purchaser’s Technical
Specifications demonstrating substantial responsiveness of the
Goods and Related services to those specifications, or a statement
of deviations and exceptions to the provisions of Section 7.
Technical Specifications.
26. Documents 26.1 The documentary evidence of the Tenderer’s qualifications to perform the
Establishing contract if its Tender is accepted shall establish to the Purchaser’s
Qualifications satisfaction:
of the Tenderer
(a) that the Tenderer meets each of the qualification criterion specified
in Sub-Section C, Qualification Criteria of the ITT;
(b) that, if required in the TDS, a Tenderer that does not manufacture
or produce the Goods it offers to supply shall submit the
Manufacturer’s Authorization Letter (Form -5) furnished in Section
5: Tender and Contract Forms, to demonstrate that it has been duly
authorized by the manufacturer or producer of the Goods to supply
the Goods to Bangladesh.; and
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(c) that, if required in the TDS, in case of a Tenderer not doing business
within Bangladesh, the Tenderer is or will be (if awarded the
contract) represented by an Agent in the country equipped and able
to carry out the Supplier’s maintenance.
27. Validity Period 27.1 Tender validities shall be determined on the basis of the complexity of the
of Tender Tender and the time needed for its examination, evaluation, approval of
the Tender and issuance of the Notification of Award pursuant to Rule 19
and 20 of the Public Procurement Rules,2008.
27.2 Tenders shall remain valid for the period specified in the TDS after the date
of Tender submission deadline prescribed by the Purchaser, as stated
under ITT Clause 36. A Tender valid for a period shorter than that specified
will be rejected by the Purchaser as non- responsive.
28. Extension of 28.1 In justified exceptional circumstances, prior to the expiration of the Tender
Tender Validity validity period, the Purchaser following Rule 21 of the Public Procurerment
and Tender Rules,2008 may solicit, not later than ten (10) days before the expiry date
Security of the Tender validity, compulsorily all the Tenderers’ consent to an
extension of the period of validity of their Tenders.
28.2 The request for extension of Tender validity period shall state the new date
of the validity of the Tender.
28.3 The request from the Purchaser and the responses from the Tenderers will
be made in writing.
28.4 Tenderers consenting in writing to the request made by the Purchaser

under ITT Sub-Clause 28.1 shall also correspondingly extend the validity
of its Tender Security for twenty-eight (28) days beyond the new date for
the expiry of Tender validity.
28.5 Tenderers consenting in writing to the request under ITT Sub-Clause 28.1
shall not be required or permitted to modify its Tender in any
circumstances.
28.6 If the Tenderers are not consenting in writing to the request made by the
Purchaser under ITT Sub-Clause 28.1, its Tender will not be considered
for subsequent evaluation.
29. Tender Security 29.1 The Tender Security and its amount shall be determined sufficient to
discourage the submission of frivolous and irresponsible tenders pursuant
to Rule 22 of the Public Procurement Rule,2008 and shall be expressed
as a rounded fixed amount and, shall not be stated as a precise
percentage of the estimated total Contract value.
29.2 The Tenderer shall furnish as part of its Tender, in favour of the Purchaser
or as otherwise directed on account of the Tenderer as specified in TDS.
29.3 Amount of the Tender security may be determined on the basis of different
percentages for each lot, but the amount in fixed and currency as specified
in TDS, if so indicated that the Tenders are invited on lot-by-lot basis under
ITT Sub Clause 23.3
30. Form of 30.1 The Tender Security shall be in the form of an irrevocable bank guarantee
Tender security issued by an internationally reputable bank and shall require to be
endorsed by its any correspondent bank located in Bangladesh, to make
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it enforceable, in the format (Form -6) furnished in Section 5: Tender and
Contract Forms;
30.2 be payable promptly upon written demand by the Purchaser in the case of
the conditions listed in ITT Clause 33 being invoked; and
30.3 remain valid for at least twenty eight (28) days beyond the expiry date of
the Tender Validity in order to make a claim in due course against a
Tenderer in the circumstances detailed under ITT Clause 33 and pursuant
to Rule 25 of the Public Procurement Rules,2008.
31. Authenticity of 31.1 The authenticity of the Tender security submitted by a Tenderer shall be
Tender Security examined and verified by the Purchaser in writing from the Bank issuing
the security, prior to finalization of the Evaluation Report pursuant to Rule
24 of the Public Procurement Rule, 2008.
31.2 If a Tender Security is found to be not authentic, the Tender which it covers
shall not be considered for subsequent evaluation and in such case the
Purchaser shall proceed to take punitive measures against that Tenderer
as stated under ITT Sub-Clause 4.6, pursuant to Rule 127 of the Public
Procurement Rules, 2008 and in accordance with Section 64(5) of the
Public Procurement Act, 2006.
31.3 Tender not accompanied by a valid Tender Security as stated under Sub-
Clause 29, 30 and 31, shall be considered as non-responsive.
32. Return of 32.1 No Tender security shall be returned by the Tender Opening Committee
Tender Security (TOC) during and after the opening of the Tenders pursuant to Rule 26 of
the Public Procurement Rules 2008.
32.2 No Tender security shall be returned to the Tenderers before contract

signing, except to those who are found non-responsive.
32.3 Tender securities of the non-responsive Tenders shall be returned

immediately after the Evaluation Report has been approved by the
Purchaser.
32.4 Tender securities of the responsive Tenderers shall be returned only after
the lowest evaluated responsive Tenderer has submitted the performance
security and signed the contract , that being even before the expiration of
the validity period specified in Clause 27.
32.5 Tender Securities of the Tenderers not consenting within the specified date in
writing to the request made by the Purchaser under ITT Sub-Clause 28.1 in
regard to extension of its Tender validity shall be discharged or returned
forthwith.
33. Forfeiture of 33.1 The Tender security pursuant to Rule 25 of the Public Procurement
Tender Security Rules,2008 may be forfeited if a Tenderer:
(a) withdraws its Tender after opening of Tenders but within the validity
of the Tender as stated under ITT Clauses 27,and 28, pursuant to
Rule 19 of the Public Procurement Rules 2008; or
(b) refuses to accept a Notification of Award as stated under ITT Sub-
Clause 62.3, pursuant to Rule 102 of the Public Procurement Rules
2008; or
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(c) fails to furnish performance security as stated under ITT Sub-
Clause 63.2, pursuant to Rule 102 of the Public Procurement Rules
2008; or
(d) refuses to sign the Contract as stated under ITT Sub-Clause 67.2
pursuant to Rule 102 of the Public Procurement Rules 2008; or
(e) does not accept the correction of the Tender price following the
correction of arithmetic errors as stated under ITT Clause 49,
pursuant to Rule 98(11) of the Public Procurement Rules 2008
34. Format and 34.1 The Tenderer shall prepare one (1) original of the documents comprising the
Signing of Tender as described in ITT Clause 21 and clearly mark it “ORIGINAL”. In
Tender addition, the Tenderer shall prepare the number of copies of the Tender, as
specified in the TDS and clearly mark each of them “COPY”. In the event of
any discrepancy between the original and the copies, the original shall prevail.
34.2 Alternatives, if permitted under ITT Clause 22, shall be clearly marked
“Alternative”.
34.3 The original and each copy of the Tender shall be typed or written in indelible
ink and shall be signed by a person duly authorised to sign on behalf of the
Tenderer. This authorisation shall consist of a written authorisation and shall
be attached to the Tender Submission Letter (Form -1).
34.4 The name and position held by each person signing the authorisation must be
typed or printed below the signature.
34.5 All pages of the original and of each copy of the Tender, except for un-
amended printed literature, shall be numbered sequentially and signed or
initialled by the person signing the Tender.
34.6 Any interlineations, erasures, or overwriting shall be valid only if they are
signed or initialled by the person(s) signing the Tender.
34.7 Person(s) signing the Tender shall describe his or her name, address, position.
E. Tender Submission
35. Sealing, 35.1 The Tenderer shall enclose the original in one (1) envelope and all the copies
Marking and of the Tender, including the alternative , if permitted under ITT Clause 22 in
Submission of another envelope, duly marking the envelopes as “ORIGINAL”
Tender “ALTERNATIVE” (if permitted) and “COPY.” These sealed envelopes will then
be enclosed and sealed in one (1) single outer envelope.
35.2 Tenders shall be properly marked by Tenderers in order not be confused

with other types of correspondence which may also be hand-delivered or
posted by mail or courier service. The inner and outer envelopes shall:
(a) bear the name and address of the Tenderer ;
(b) be addressed to the Purchaser as stated under ITT Sub-Clause
36.1;
(c) bear the specific identification of this tendering process indicated in
ITT Sub-Clause1.2 and any additional identification marks as
specified in the TDS; and
(d) bear a statement “DO NOT OPEN BEFORE…” the time and date
for Tender opening, as stated under ITT Sub- Clause 42.2
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35.3 The Tenderer is solely and entirely responsible for pre-disclosure of

Tender information if the envelope(s) are not properly sealed and marked.
35.4 Tenders shall be delivered by hand or by mail, including courier services
to location as designated in the ITT Sub-Clause 36.1.
35.5 Tenders shall be submitted on the basis of this Tender Document issued
by the Purchaser.
35.6 The Purchaser will, on request, provide the Tenderer with a receipt
showing the date and time when it’s Tender was received.
35.7 When so specified in the TDS, tenderers shall have the option of submitting
their tenders electronically.
35.8 Tenderers submitting tenders electronically shall follow the electronic tender
submission procedures specified in the TDS.
36. Deadline for 36.1 Tenders shall be delivered to the Purchaser at the address specified in the
Submission of TDS and no later than the date and time specified in the TDS.
tenders
36.2 The Purchaser may, at its discretion on justifiably acceptable grounds duly
recorded, extend the deadline for submission of Tender as stated under ITT
Sub Clause 36.1, in which case all rights and obligations of the Purchaser and
Tenderers previously subject to the deadline will thereafter be subject to the
new deadline as extended.
37. Late tender 37.1 Any Tender received by the Purchaser after the deadline for submission of
Tenders as stated under ITT Sub-Clause 36.1, shall be declared LATE,
rejected, returned unopened to the Tenderer.
38. Modification, 38.1 A Tenderer may modify, substitute or withdraw its Tender after it has been
Substitution or submitted by sending a written notice duly signed by the authorised signatory
Withdrawal of properly sealed, and shall include a copy of the authorisation (the power of
Tenders attorney), confirmed by an affidavit duly authenticated as stated under ITT
Clause 34.3, provided that such written notice including the affidavit is
received by the Purchaser prior to the deadline for submission of Tenders as
stated under ITT Sub-Clause 36.1.
39. Tender 39.1 The Tenderer shall not be allowed to retrieve its original Tender, but shall
Modification be allowed to submit corresponding modification to its original Tender
marked as “MODIFICATION”.
40. Tender 40.1 The Tenderer shall not be allowed to retrieve its original Tender, but shall
Substitution be allowed to submit another Tender marked as “SUBSTITUTION”.
41. Withdrawal of 41.1 The Tenderer shall be allowed to withdraw its Tender by a Letter of
Tender Withdrawal marked as “WITHDRAWAL”.
F. Tender Opening and Evaluation

42. Tender Opening 42.1 Tenders shall be opened pursuant to Rule 97 following steps in Part D of
Schedule IV of The Public Procurement Rule, 2008.
42.2 Tenders shall be opened in public immediately after the deadline for
submission of Tenders at the place, date and time as specified in the TDS but
no later than ONE HOUR after expiry of the submission deadline. Tender
opening shall not be delayed on the plea of absence of Tenderers or his or
her representatives.
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42.3 Any specific electronic Tender opening procedures required if electronic

tendering is permitted under ITT Sub-Clause 35.7, shall be as specified in the
TDS.
42.4 Persons not associated with the Tender may not be allowed to attend the
public opening of Tenders.
42.5 The Tenderers’ representatives shall be duly authorised by the Tenderer.

Tenderers or their authorised representatives will be allowed to attend and
witness the opening of Tenders, and will sign a register evidencing their
attendance.
42.6 The authenticity of withdrawal or substitution of, or modifications to original

Tender, if any made by a Tenderer in specified manner, shall be examined
and verified by the Tender Opening Committee based on documents
submitted under ITT Sub Clause 38.1.
42.7 Tenders will be opened in the following manner:

(a) firstly, envelopes marked “Withdrawal” shall be opened and
“Withdrawal” notices read aloud and recorded, and the envelope
with the corresponding Tender shall not be opened, but returned
unopened to the Tenderer by the Purchaser at a later time
immediately after preliminary examination by the Tender Evaluation
Committee (TEC) as stated under ITT Sub-Clause 45.1. No Tender
withdrawal shall be permitted unless the corresponding withdrawal
notice contains a valid authorization to request the withdrawal and
in such case the Tender shall be read aloud at the Tender opening
;
(b) secondly, the remaining Tenders will be sorted out and those
marked “substitutes” or “modified” will be linked with their
corresponding “original”(O) Tender;
(c) Next, envelopes marked “Substitution”(S) shall be opened and read
aloud and recorded, and exchanged with the corresponding
Tender being substituted, and the substituted Tender shall not be
opened, but returned unopened to the Tenderer by the Purchaser
at a later time immediately after preliminary examination by the
Tender Evaluation Committee (TEC) as stated under ITT Sub-
Clause 45.1 . No Tender substitution shall be permitted unless the
corresponding substitution notice contains a valid authorization to
request the substitution and in such case the Tender shall be read
aloud at the Tender opening.
(d) Next envelopes marked “Modification” (M) shall be opened and
read aloud with the corresponding Tender and recorded. No
Tender modification shall be permitted unless the corresponding
modification notice contains a valid authorization to request the
modification and in such case the Tender shall be read aloud at the
Tender opening.
(e) thirdly, if so specified in this Tender Document, the envelopes
marked “ Alternative ”(A) shall be opened and read aloud with the
corresponding Tender and recorded.
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42.8 Ensuring that only the correct (M), (S), (A),(O) envelopes are opened, details
of each Tender will be dealt with as follows:
(a) the Chairperson of the Tender Opening Committee will read aloud
each Tender and record in the Tender Opening Sheet (TOS)
(i) the name and address of the Tenderer;
(ii) state if it is a withdrawn, modified, substituted , or original
tender;
(iii) the Tender price;
(iv) the number of initialled corrections;
(v) any discounts;
(vi) any alternatives;
(vii) the presence or absence of any requisite Tender Security;
and
(viii) such other details as the Purchaser, at its discretion, may
consider appropriate.
(b) only discounts and alternative read aloud at the Tender opening will
be considered in evaluation;
(c) all pages of the original version of the Tender, except for un-
amended printed literature, will be initialled by members of the
Tender Opening Committee.
42.9 Upon completion of Tender opening, all members of the Tender Opening
Committee and the Tenderers or Tenderer’s duly authorised representatives
attending the Tender opening shall sign by name, address, designation and
their national Identification Numbers the Tender Opening Sheet, copies of
which shall be issued to the Head of the Purchaser or an officer authorised by
him or her and also to the members of the Tender Opening Committee and
any authorised Consultants and, to the Tenderers immediately.
42.10 The omission of a Tenderer’s signature on the record shall not invalidate
the contents and effect of the record under ITT Sub-Clause 42.8.
42.11 No Tender will be rejected at the Tender opening stage except the LATE
Tenders. .
42.12 A copy of the record shall be distributed to all Tenderers who submitted
tenders in time, and posted online when electronic tendering is permitted.
43. Evaluation of 43.1 Purchaser’s Tender Evaluation Committee (TEC) shall examine, evaluate
Tenders and compare Tenders that are responsive to the mandatory requirements
of Tender Documents in order to identify the successful Tenderer.
43.2 Tenders shall be examined and evaluated only on the basis of the criteria
specified in the Tender Document.
44. Evaluation 44.1 The TEC may consider a Tender as responsive in the Evaluation, only if it
process is submitted in compliance with the mandatory requirements set out in the
Tender Document. The evaluation process should begin immediately after
tender opening following four steps:
(a) Preliminary Examination;
(b) Technical Examinations and Responsiveness;
(c) Financial evaluation and price comparison;
(d) Post-qualification of the lowest evaluated responsive Tenders.
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45. Preliminary 45.1 Compliance, adequacy and authenticity of the documentary evidences for
Examination meeting the qualification criterion specified in the corresponding section of the
Tender document shall have to be preliminarily examined and verified.
45.2 The TEC shall firstly examine the Tenders to confirm that all documentation
requested in ITT Clause 21 has been provided. Examination of the
compliance, adequacy and authenticity of the documentary evidence may
follow the order below:
(a) verification of the completeness of the eligibility declaration in the
Tender Submission Letter (Form -1), to determine the eligibility of the
tenderer as stated under ITT Sub-Clause 21(h). Any alterations to its
format, filling in all blank spaces with the information requested,
failing which the tender may lead to rejection of the Tender;
(b) verification of that the Tenderer is enrolled in the relevant
professional or trade organisations as stated under ITT Clause
21(l);
(c) verification of the eligibility in terms of legal capacity and fulfilment of
taxation obligation by the tenderer in accordance as stated under ITT
Sub-Clause 21(i) and 21(k);
(d) verification of eligibility that the tenderer is not insolvent, in receivership,
bankrupt, not in the process of bankruptcy, not temporarily barred as
stated under ITT Sub-Clause 21(j);
(e) verification of eligibility of Tenderer’s country of origin as stated under
ITT Sub-Clause 21(b);
(f) verification of the written authorization confirming the signatory of the
Tenderer to commit the Tender has been attached with Tender
Submission Letter (Form -1) as stated under ITT Sub-Clause 21(g);
in order to check the authenticity of Tender and Tenderer itself ;
(g) verification of the Tender Security as stated under ITT Sub-Clause
21(d); and
(h) Verification of that the written notice for ‘WITHDRAWL’ and
‘SUBSTITUTION of’ or MODIFICATION to, the corresponding Tender
is proper and authentic, if the tender is “WITHDRAWN”,
“SUBSTITUTION” or “MODIFICATION”, as stated under ITT Sub-
Clause 38.1
45.3 The TEC shall confirm that the above documents and information have been
provided in the Tender and the completeness of the documents and
compliance of instructions given in corresponding ITT Clauses shall be
verified, failing which the tender shall be considered as non-responsive.
46. Technical 46.1 Only those Tenders surviving preliminary examination need to be examined in
Examinations & this phase.
Responsiveness
46.2 Secondly, the TEC will examine the adequacy and authenticity of the
documentary evidence which may follow the order below:
(a) verification of the completeness of the country of origin declaration in
the Price Schedule for Goods and Related Services (Form -3B, 3C
and -3D) as furnished in Section 5: Tender and Contract Forms to
determine the eligibility of the Goods and Related Services as stated
under ITT Sub Clause 21(m).
(b) verification and examination of the documentary evidence and
completed Specification Submission Sheet (Form -4) as furnished
in Section 5: Tender and Contract Forms to establish the conformity
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of the Goods and Related Services to the Tender Documents as
stated under ITT Sub Clause 21(e) and 21(n).
(c) verification and examination of the documentary evidence that the
Tenderer’s qualifications conform to the Tender Documents and the
Tenderer meets each of the qualification criterion specified in Sub-
Section C, Qualification Criteria as stated under ITT Sub Caluse
21(o).
(d) verification and examination of the documentary evidence that
Tenderer has met all the requirements in regards to scope of
Supply as stated under Section 6, Schedule of Requirements,
without any material deviation or reservation.
46.3 TEC may consider a Tender as responsive in the evaluation, only if comply
with the mandatory requirements as stated under Clause 46.2.
46.4 The TEC’s determination of a Tender’s responsiveness is to be based on the

documentary evidence as requested in Clause 46.2 without recourse to
extrinsic evidence.
46.5 Information contained in a Tender, that was not requested in the Tender
Document shall not be considered in evaluation of the Tender.
46.6 If a Tender is not responsive to the mandatory requirements set out in the
Tender Document it shall be rejected by the TEC and shall not subsequently
be made responsive by the Tenderer by correction of the material deviation,
reservation.
46.7 A material deviation or reservation is one-

(a) which affects in any substantial way the scope, quality, or performance
of the Goods and Related Services and Tenderer’s qualifications
mentioned in the Tender Document.
(b) which limits in any substantial way, inconsistent with the Tender
Documents, the Purchaser ’s rights or the Tenderer’s obligations
under the Contract; or
(c) whose rectification would anyway affect unfairly the competitive position
of other Tenderers presenting responsive Tenders.
46.8 During the evaluation of Tender, the following definitions apply:
(a) “Deviation” is a departure from the requirements specified in the
Tender Document;
(b) “Reservation” is the setting of limiting conditions or withholding from
complete acceptance of the requirements specified in the Tender
Document;
46.9 A TEC may regard a Tender as responsive, even if it contains-
(a) minor or insignificant deviations, which do not meaningfully alter or
depart from the technical specifications, characteristics and
commercial terms and conditions or other requirements set out in
the Tender Document;
(b) errors or oversights, which if corrected, would not alter the key
aspects of the Tender.
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47. Clarification on 47.1 The TEC may ask Tenderers for clarifications of their Tenders, including
Tender breakdowns of unit rates, in order to assist the examination and evaluation
of the Tenders, provided that, Tender clarifications which may lead to a
change in the substance of the Tender or in any of the key elements of the
Tender as stated under ITT Sub-Clause 46.7, shall neither be sought nor
permitted by the TEC.
47.2 Change in the tender price shall not be sought or permitted, except to
confirm correction of arithmetical errors discovered by the Purchaser in the
evaluation of the Tender, as stated under ITT Clause 49.
47.3 Any request for clarifications by the TEC shall not be directed towards
making an apparently non-responsive Tender responsive and reciprocally
the response from the concerned Tenderer shall not be articulated towards
any addition, alteration or modification to its Tender.
47.4 If a Tenderer does not provide clarifications of its Tender by the date and
time set in the TEC’s written request for clarification, its Tender shall not
be considered in the evaluation.
47.5 Requests for clarification shall be in writing and shall be signed only by the
Chairperson of the TEC.
48. Restrictions on 48.1 Following the opening of Tenders until issuance of Notification of Award no
the Disclosure Tenderer shall, unless requested to provide clarification to its Tender or
of Information unless necessary for submission of a complaint, communicate with the
Relating to the concerned Purchaser pursuant to Rule 31 of the Public Procurement
Procurement Rule,2008.
Process
48.2 Tenderers shall not seek to influence in anyway, the examination and
evaluation of the Tenders.
48.3 Any effort by a Tenderer to influence a Purchaser in its decision concerning

the evaluation of Tenders, Contract awards may result in the rejection of
its Tender as well as further action in accordance with Section 64 (5) of the
Public Procurement Act 2006.
48.4 All clarification requests shall remind Tenderers of the need for
confidentiality and that any breach of confidentiality on the part of the
Tenderer may result in their Tender being disqualified.
48.5 Information relating to the examination, evaluation, comparison, and post

qualification of the tender or contract award, shall not be disclosed to
tenderers or any other persons not officially concerned with such process.
49. Correction of 49.1 The TEC shall correct any arithmetic errors that are discovered during the
Arithmetical examination of Tenders, and shall promptly notify the concerned
Errors Tenderer(s) of any such correction(s) pursuant to Rule 98(11) of the Public
Procurement Rule, 2008.
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49.2 Provided that the Tender is responsive, TEC shall correct arithmetical
errors on the following basis:
(a) If there is a discrepancy between the unit price and the line item total
that is obtained by multiplying the unit price by the quantity, the unit price
shall prevail and the line item total shall be corrected, unless in the
opinion of the TEC there is an obvious misplacement of the decimal
point in the unit price, in which case the total price as quoted will govern
and the unit price will be corrected;
(b) If there is an error in a total corresponding to the addition or subtraction
of subtotals, the subtotals shall prevail and the total shall be corrected.
49.3 Any Tenderer that does not accept the correction of the Tender amount
following correction of arithmetic errors as determined by the application of
ITT Sub-Clause 49.2 shall be considered as non-responsive.
50. Conversion to 50.1 For evaluation and comparison purpose, TEC shall convert all Tender prices
Single Currency expressed in the amounts in various currencies into an amount in Bangladeshi
Taka currency, using the selling exchange rates established by the
Bangladesh Bank, on the date of Tender opening.
51. Domestic 51.1 Domestic preference shall be a factor in tender evaluation, unless otherwise
Preference specified in the TDS
51.2 If domestic preference shall be a tender-evaluation factor, the Purchaser

will grant a margin of fifteen percent (15%) domestic preference to Goods
manufactured in Bangladesh during the evaluation of its Tender while
comparing the same with those of other Tenderers under the classification set
out in ITT Sub-Clause 51.3. The evaluation will be carried out in accordance
with the provisions set out in ITT Clause 54.
51.3 Tenders will be classified in one of two groups, as follows:

(a) Group A: Tender offering goods manufactured in Bangladesh, for
which:
(i) labour, raw materials, and components from within the
Bangladesh account for more than thirty (30) percent of the
EXW price; and
(ii) the production facility in which they will be manufactured or
assembled has been engaged in manufacturing or assembling
such goods at least since the date of tender submission.
(b) Group B: Tenders offering Goods manufactured outside Bangladesh
that have been already imported or that will be imported.
51.4 To facilitate this classification by the Tenderer, the Tenderer shall complete
whichever Form of the Price Schedule furnished in the Tender Document is
appropriate.
51.5 Completion of an inappropriate Form of the Price Schedule by the Tenderer

shall not result in rejection of its tender, but merely in the Purchaser’s
reclassification of the tenderer into its appropriate tender group.
52. Financial 52.1 Thirdly the TEC, pursuant to Rule 98 of the Public Procurement Rules, 2008
Evaluation shall evaluate each Tender that has been determined, up to this stage of the
evaluation, to be responsive to the mandatory requirements in the Tender
Document.
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52.2 To evaluate a Tender in this stage , the Purchaser shall consider the following:
(a) Verification and examination of the Price Schedule for Goods and
Related Services (Form -3A, 3B, 3C and 3D) as furnished by the
Tenderer and checking the compliance with the instructions
provided under ITT Clause 23;
(b) Evaluation will be done for Items or lot by lot as stated under ITT
Clause 23 and the Total Tender Price as quoted in accordance with
Clause 23 ;
(c) Adjustment for correction of arithmetical errors as stated under ITT
Sub-Clause 49.2;
(d) Adjustment for price modification offered as stated under ITT
Clause 38;
(e) Adjustment due to discount as stated under ITT Sub-Clauses 23.8 ,
23.9 and 52.3;
(f) Adjustment due to the application of economic factors of evaluation
as stated under ITT Sub-Clause 52.5 if any;
(g) Adjustment due to the assessment of the price of unpriced items as
stated under ITT Clause 53 if any;
(h) Adjustment due to the application of a margin of preference
(domestic preference), in accordance with ITT Clause 54 if
applicable
52.3 If Tenders are invited for a single lot or for a number of lots as stated under
ITT Sub-clauses 23.3, TEC shall evaluate only lots that that have included at
least the percentage of items per lot as stated under ITT Sub-Clause 23.5 and
23.6. The TEC shall evaluate and compare the Tenders taking into account:
(a) Lowest evaluated tender for each lot ;
(b) The price discount/reduction per lot;
(c) Least cost combination for the Purchaser, considering discounts and
the methodology for its application as stated under ITT Sub-clauses
23.8 and 23.9 offered by the Tenderer in its Tender.
52.4 Only those spare parts and tools which are specified as a item in the List of
Goods and Related Services in Section 6, Schedule of Requirement or
adjustment as stated under ITT Sub-clause 52.5, shall be taken into account
in the Tender evaluation. Supplier-recommended spare parts for a specified
operating requirement as stated under ITT Sub-clause 25.2(b) shall not be
considered in Tender evaluation.
52.5 The Purchaser’s evaluation of a tender may require the consideration of other
factors, in addition to the Tender Price quoted as stated under ITT Clause 23.
The effect of the factors selected, if any, shall be expressed in monetary terms
to facilitate comparison of tenders. The factors, methodologies and criteria to
be used shall be as specified in TDS. The applicable economic factors, for the
purposes of evaluation of Tenders shall be:
(a) Adjustment for Deviations in the Delivery and Completion Schedule
(b) Cost of major replacement components, mandatory spare parts, and
service
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52.6 Variations, deviations, and alternatives and other factors which are in
excess of the requirements of the Tender Document or otherwise result in
unsolicited benefits for the Purchaser will not be taken into account in
Tender evaluation.
53. Assessing the 53.1 If it is so permitted under ITT Clause 23 , any Tenderer offered only eighty
Price of percent (80%) or minimum percent of the items of a lot as stated under ITT
Unpriced Items Sub-Clause 23.5, the TEC shall calculate the total lot value by adding up the
average prices offered by other responsive Tenderers for the missing items to
the lot value to establish the winning lot Tender. If the Tenderer offered less
than the specified, the Tender shall be evaluated as sated under ITT Clause
23.
53.2 If the winning lot is missing some items as stated under ITT Sub Clause 53.1,
comprising less than twenty percent (20%), the Purchaser may procure the
missing items from the Tenderer offering the least cost for those remaining
items.
54. Evaluation of 54.1 If the Tender document so specifies, the Tenderer will grant a margin
Domestic preference to goods manufactured in Bangladesh as stated in ITT Caluse 51
Preference for the purpose of Tender comparison, in accordance with the procedure
outlined below:
54.2 The Purchaser will first review the tenders to confirm the appropriateness of,
and to modify as necessary, the tenderer group classification to which
Tenderers assigned their tenders in preparing their Tender Forms and Price
Schedules.
54.3 All evaluated tenders in each group will then be compared to determine the
lowest evaluated tender of each group. Such lowest evaluated tenders shall
be compared with each other and if as a result of this comparison a tenderer
from Group A and the Tenders offering Goods manufactured in Bangladesh
is the lowest, it shall be selected for the award.
54.4 If, as a result of the preceding comparison, the lowest evaluated tender is from
Group B,
(a) all Group B tenders will then be further compared with the lowest
evaluated tender from Group A, after adding to the evaluated tender
price of goods offered in the tender for Group B, for the purpose of
further comparison only an amount equal to fifteen (15) percent of the
CIF/CIP (named place of destination or named port of destination)
tender price.
(b) The lowest-evaluated tender determined from this last comparison
shall be selected for the award.
55. Price 55.1 The TEC shall compare all responsive Tenders to determine the lowest-
Comparison evaluated Tender, as stated under ITT Clause 54.
55.2 In the extremely unlikely event that there is a tie for the lowest evaluated price,
the Tenderer with the superior past performance with the Purchaser shall be
selected, whereby factors such as delivery period, quality of Goods delivered,
complaints history and performance indicators could be taken into
consideration.
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55.3 In the event that there is a tie for the lowest price and none of the Tenderers
has the record of past performance with the Purchaser, then the the Tenderer
shall be selected, subject to firm confirmation through the Post-qualification
process described in ITT Clause 57, after consideration as to whether the
quality of Goods that is considered more advantageous by the end-users.
55.4 The successful Tenderer as stated under ITT Sub Clauses 55.1, 55.2 and
55.3 shall not be selected through lottery under any circumstances.
56. Negotiation 56.1 No negotiations shall be held during the Tender evaluation or award with the
lowest or any other Tenderer pursuant to Rule 99 of the Public Procurement
Rules, 2008.
57. Post- 57.1 After determining the lowest-evaluated responsive tender as sated under ITT
qualification Sub-Clause 55.1, the Purchaser’s TEC pursuant to Rule 100 of the Public
Procurement Rules, 2008, shall carry out the Post-Qualification of the
Tenderer, using only the requirements specified in Sub-Section C,
Qualification Criteria.
57.2 The TEC shall contact the references given by Tenderers about their
previous Supply experiences to verify, if necessary, statements made by
them in their Tender and to obtain the most up-to-date information
concerning the Tenderers.
57.3 The TEC may visit the premises of the Tenderer as a part of the post-
qualification process, if practical and appropriate, to verify information
contained in its Tender.
57.4 The TEC shall determine to its satisfaction whether the Tenderer that is
selected as having submitted the lowest evaluated responsive Tender is
qualified to perform the Contract satisfactorily.
57.5 The objective of any visit under ITT Sub-Clause 57.3 shall be limited to a
general and visual inspection of the Tenderer’s facilities and its plant and
equipment, and there shall be no discussion concerning the Tender or its
evaluation with the Tenderer during such visit(s).
57.6 In the event that the Tenderer with lowest evaluated cost fails the post-
qualification, the TEC shall make a similar determination for the Tenderer
offering the next lowest evaluated cost and so on from the remaining
responsive Tenders, provided that,
(a) such action shall only be taken if the evaluated costs of the Tenders
under consideration are acceptable to the Purchaser;
(b) when the point is reached whereby the evaluated costs of the
remaining responsive Tenders are significantly higher than that of
the official estimate, or the market price, the Purchaser may take
action pursuant to Rule 33 and may proceed for re-Tendering, using
a revised Tender Document designed to achieve a more successful
result.
58. Rejection of All 58.1 The Purchaser may, in the circumstances as stated under ITT Sub-Clause
Tenders 58.2 and pursuant to Rule 33 of the Public Procurement Rules 2008, reject all
Tenders following recommendations from the Evaluation Committee only after
the approval of such recommendations by the Head of the Purchaser.
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58.2 All Tenders can be rejected, if -

(a) the price of the lowest evaluated Tender exceeds the official
estimate, provided the estimate is realistic; or
(b) there is evidence of lack of effective competition; such as non-
participation by a number of potential Tenderers; or
(c) the Tenderers are unable to propose completion of the delivery
within the stipulated time in its offer, though the stipulated time is
reasonable and realistic; or
(d) all Tenders are non-responsive; or
(e) evidence of professional misconduct, affecting seriously the
Procurement process, is established pursuant to Rule 127 of the
Public Procurement Rules, 2008.
58.3 Notwithstanding anything contained in ITT Sub-Clause 58.2 Tenders may not
be rejected if the lowest evaluated price is in conformity with the market price.
58.4 A Purchaser may pursuant to Rule 35 of the Public Procurement Rules,

2008, on justifiable grounds, annul the Procurement proceedings prior to the
deadline for the submission of Tenders.
58.5 All Tenders received by the Purchaser shall be returned unopened to the
Tenderers in the event Procurement proceedings are annulled under ITT Sub-
Clause 58.4.
59. Informing 59.1 Notice of the rejection, pursuant to Rule 35 of the Public Procurement Rules,
Reasons for 2008, will be given promptly within seven (7) days of decision taken by the
Rejection Purchaser to all Tenderers and, the Purchaser will, upon receipt of a written
request, communicate to any Tenderer the reason(s) for its rejection but is not
required to justify those reason(s).
G. Contract Award
60. Award Criteria 60.1 The Purchaser shall award the Contract to the Tenderer whose offer is
responsive to the Tender Document and that has been determined to be the
lowest evaluated Tender, provided further that the Tenderer is determined to
be Post-Qualified as stated under ITT Clause 57.
60.2 A Tenderer shall no be required, as a condition for award of contract, to

undertake obligations not stipulated in the Tender Document, to change its
price, or otherwise to modify its Tender.
61. Purchaser’s 61.1 The Purchaser reserves the right at the time of Contract Award to increase or
Right to Vary decrease the quantity, per item, of Goods and Related Services originally
Quantities specified in Section 6: Schedule of Requirements, provided this does not
exceed the percentages indicated in the TDS, and without any change in the
unit prices or other terms and conditions of the Tender and the Tender
Document.
62. Notification of 62.1 Prior to the expiry of the Tender validity period and within seven (7) working
Award days of receipt of the approval of the award by the Approving Authority, the
Purchaser pursuant to Rule 102 of the Public procurement Rules, 2008, shall
issue the Notification of Award (NOA) to the successful Tenderer
(a) The Notification of Award, attaching the contract as per the

sample in Section-9 to be signed the acceptance of the Tender
by the Purchaser;
(b) the price at which the contract is awarded;
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(c) the amount of the Performance Security and its format;
(d) the date and time within which the Performance Security shall be
submitted; and
(e) the date and time within which the contract shall be signed.
62.2 The Notification of Award shall be accepted in writing by the successful

Tenderer within seven (7) working days from the date of issuance of NOA.
62.3 Until a formal contract is signed, the Notification of Award shall constitute
a Contract, which shall become binding upon the furnishing of a
Performance Security and the signing of the Contract by both parties.
62.4 The Notification of Award establishes a Contract between the Purchaser

and the successful Tenderer and the existence of a Contract is confirmed
through the signature of the Contract Document that includes all
agreements between the Purchaser and the successful Tenderer.
63. Performance 63.1 The Performance Security shall be determined sufficient to protect the
Security performance of the Contract pursuant to Rule 27 of the Public Procurement
Rules, 2008.
63.2 Performance Security shall be furnished by the successful Tenderer in the

amount specified in the TDS and denominated in the currencies in
which the Contract Price is payable pursuant to Rule 102 (8) of the Public
Procurement Rules, 2008.
63.3 The proceeds of the Performance Security shall be payable to the

Purchaser unconditionally upon first written demand as compensation for
any loss resulting from the Supplier’s failure to complete its obligations
under the Contract.
64. Form and Time 64.1 The Performance Security shall be in the form of irrevocable Bank
Limit for Guarantee in the format (Form -9) as stated under ITT Clause 63, shall
furnishing of be issued by an internationally reputable bank and it shall have
Performance correspondent bank located in Bangladesh, to make it enforceable
security pursuant to Rule 27(4) of the Public Procurement Rules, 2008..
64.2 Within twenty-eight (28) days from issue of the Notification of Award, the
successful Tenderer shall furnish the Performance Security for the due
performance of the Contract in the amount specified under ITT Sub Clause
63.2.
65. Validity of 65.1 The Performance Security shall be required to be valid until a date twenty-
Performance eight (28) days beyond the date of completion of the Supplier’s
Security performance obligations under the Contract, including any warranty
obligations.
65.2 If under any circumstances date of completion of the Supplier’s

performance obligations under the Contract, including any warranty
obligations is to be extended, the Performance Security shall
correspondingly be extended for the extended period.
66. Authenticity of 66.1 The Purchaser shall verify the authenticity of the Performance Security
performance submitted by the successful Tenderer by sending a written request to the
Security branch of the bank issuing irrevocable Bank Guarantee in specified format .
66.2 If the Performance Security submitted under ITT Sub Clause 63.2 is not
found to be authentic, the Purchaser shall proceed to take measures
against the Tenderer in accordance with Section 64 of the Act and
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pursuant to Rule 127 of the Public Procurement Rules, 2008.
67. Contract 67.1 At the same time as the Purchaser issues the Notification of Award, the
Signing Purchaser shall send the draft Contract Agreement and all documents forming
the Contract pursuant to Rule 102 of the Public Procurement Rule, 2008, to
the successful Tenderer.
67.2 Within twenty-eight (28) days of the issuance of Notification of Award, the
successful Tenderer and the Purchaser shall sign the contract provided
that the Performance Security submitted by the Tenderer is found to be
genuine.
67.3 If the successful Tenderer fails to provide the required Performance

Security, as stated under ITT Clause 63 or to sign the Contract , as stated
under ITT Sub-Clause 67.2, Purchaser shall proceed to award the
Contract to the next lowest evaluated Tenderer, and so on, by order of
ranking pursuant to Rule 102 of the Public Procurement Rules,2008.
68. Publication of 68.1 Notification of Awards for Contracts of Taka 10(ten) million and above
Notification of shall be notified by the Purchaser to the Central Procurement Technical
Award of Unit within 7(seven) days of issuance of the NOA for publication in their
Contract website, and that notice shall be kept posted for not less than a month
pursuant to Rule 37 of the Public Procurement Rules, 2008.
68.2 Notification of Award for Contracts below Taka 10(ten) million, shall be
published by the Purchaser on its Notice Board and where applicable
on the website of the Purchaser and that notice shall be kept posted
for not less than a month pursuant to Rule 37 of the Public Procurement
Rules, 2008..
69. Debriefing of 69.1 Debriefing of Tenderers by Purchaser shall outline the relative status
Tenderers and weakness only of his or her Tender requesting to be informed of
the grounds for not accepting the Tender submitted by him or her
pursuant to Rule 37 of the Public Procurement Rule, 2008, without
disclosing information about any other Tenderer.
69.2 In the case of debriefing confidentiality of the evaluation process shall

be maintained.
70. Right to 70.1 Any Tenderer has the right to complain if it has suffered or likely to suffer loss
Complain or damage due to a failure of a duty imposed on the Purchaser to fulfil its
obligations in accordance with Section 29 of the Public Procurement Act 2006
and pursuant to Part 12 of Chapter Three of the Public Procurement Rules,
2008.
70.2 Circumstances in which a formal complaint may be lodged in sequence by a

potential Tenderer against a Purchaser pursuant to Rule 56 of the Public
Procurement Rules, 2008, and the complaints, if any, be also processed
pursuant to Rule 57 of the Public Procurement Rules 2008 .
70.3 The potential Tenderer shall submit his or her complaint in writing within seven
(7) calendar days of becoming aware of the circumstances giving rise to the
complaint.
70.4 In the first instance, the potential Tenderer shall submit his or her complaint to
the Purchaser who issued the Tender Document.
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70.5 The place and address for the first stage in the submission of complaints to
the Administrative Authority is provided in the TDS.
70.6 The Tenderer may appeal to a Review Panel only if the Tenderer has
exhausted all his or her options of complaints to the administrative authority
as stated under ITT Sub-Clause 70.2.
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Annexure-I: Additional Information Related to Instruction to

Tenderer
Tenderer’s Qualifications
1. Personnel 1.1 The Tenderer (EPC Contractor) shall have the following minimum level of
Capacity personnel capacity to qualify for the performance of the Works and services
under the Contract:
(a) a Construction Project Manager, Engineers, and other key staff with
qualifications and experience as specified below:
Educational Qualification with In Similar
Name of professional documents/
Position Works Experience
Plant Membership no. (years)
Sugarcane Construction Project Graduate in sugar Technology/ Minimum 15 Years
Mill House Manager Mechanical Engineering from in relevant field
recognized professional institute
Site Engineers Graduate in Mechanical/ Minimum 10 Years
(Mechanical, Electrical/ Civil/ Instrumentation in relevant field
Electrical, Civil and Engineering from recognized
Instrumentation) professional institute
Site Supervisors Diploma in Mechanical/Civil Minimum 20 Years
(Mechanical and Engineering in relevant field
Civil)
Co- Construction Project Graduate in Mechanical/ Minimum 15 Years
generation Manager Electrical from recognized in relevant field
plant professional institute
Site Engineers Graduate in Minimum 10 Years
(Mechanical, Mechanical/Electrical/Civil/ in relevant field
Electrical, Civil and Instrumentation Engineering
Instrumentation) from recognized professional
institute
Civil)
Sugar Construction Project Graduate in sugar Technology/ Minimum 15 Years
Refinery Manager Mechanical/ Chemical in relevant field
Engineering from recognized
professional institute
(Mechanical, Mechanical/Electrical/Civil/Instru in relevant field
Electrical, Civil and mentation Engineering from
Instrumentation) recognized professional institute
Civil)
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Beet Sugar Construction Project Graduate in sugar Minimum 15 Years

Plant Manager Technology/Chemical/ in relevant field
Mechanical Engineering from
recognized professional institute
(Mechanical, Mechanical/Electrical/Civil/Instru in relevant field
Electrical, Civil and mentation Engineering from
Instrumentation) recognized professional institute
Civil)
2. Equipment 2.1 The Tenderer shall own suitable equipment and other physical facilities or have
Capacity proven access through contractual arrangement to hire or lease such equipment
or facilities for the desired period, where necessary or have assured access
through lease, hire, or other such method, of the essential equipment, in full
working order, as specified below:
The Tenderer shall provide further details of proposed items of equipment using
No. Equipment Type and Characteristics Min. Number Required
All the equipment required to complete the work

as per Tender document
the relevant Form in Section 5 (Tender Forms)
3. Manufacturer 3.1 For Critical/ Key items of plant and services as listed by the Employer in Annexure-
Qualification I, which the Tenderer intends to purchase from a Manufacturer, the Tenderer shall
give details of the name and nationality of the proposed manufacturers, for each of
those items. In addition, the Tenderer shall include in its tender information
establishing compliance with the requirements specified by the Employer for these
items. Tenderer are free to list more than one Manufacturer against each item of the
plant and services. Quoted rates and prices will be deemed to apply to whichever
Manufacturer is mentioned, and no adjustment of the rates and prices will be
permitted. Manufacturers must meet the minimum qualification criterion as specified
below:
Original and reputed manufacturers for the following critical/ Key items of supply or
services must meet the following minimum criteria, herein listed for the item. Failure to
comply with these requirements will result in rejection of the Tender.
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CRITICAL/ KEY EQUIPEMENT
Lot Name of Description of critical/ Key Minimum Criteria to Certificates/

No. Lot Items be met. Submittals
1 Sugarcane 1. Cane unloader/ EOT i. Country of Origin i. Certificate of

Mill House 2. Swing Hammer Fibrizor must be USA/ Incorporation
3. Mills UK/EU countries/ (if applicable).
4. Mill lubrication system Japan/ ii. Supply list
5. Mill hydraulic system Brazil/Turkey ( mentioning
6. Mill planetary gear boxes ii. Must be in the name of
client, year of
7. Planetary gearbox (small size) relevant
delivery,
8. Enclosed worm and worm manufacturing quantity)
wheel reduction gear business for the
iii. End user
9. Juice pumps & water pumps last 10 years.
certificate
iii. Delivered at least
Electrical: 5 (Five) unit of
10. HT motors the offered or
11. Motors (AC VFD) for cane and higher capacity
rake carriers & feeder table item.
12. Crane duty motors
iv. Must have at
13. Energy efficient ac motors
least (2) years
suitable for VFD drive
reliable operating
14. Dc motors
history outside
15. All Instrumentation and
manufacturer’s
Controls
country.
2 Co- 1. Boiler i. Country of Origin i. Certificate of

Generation 2. Boiler feed water pump must be USA/ Incorporation
Plant UK/ EU countries/ (if applicable).
3. Hp&Lp dosing system
Japan/ ii. Supply list
4. ID, FD & SA fans ( mentioning
Brazil/Turkey
5. Air compressor name of
ii. Must be in the
6. HP Steam valves client, year of
relevant delivery,
7. Blow down valve manufacturing quantity)
8. Relief valves business within
iii. End user
9. Control valves the last 10 years. certificate
10. Steam turbine iii. Delivered at least
11. Governor 5 (Five) unit of
the offered or
12. Turbine gear box higher capacity
13. GVC item.
14. Diesel engine iv. Must have at
15. Lube oil purifier least (2) years
16. Steam pressure reducing & reliable operating
desuperheating station history outside
17. Motor manufacturer’s
18. DC Motor country.
19. DM Plant
ELECTRICAL:
1. Alternator
2. Diesel set alternator
3. HT breaker panel
4. Air circuit breakers &
contactors
5. SF6 circuit breaker
6. 11kv switchboard
7. ACB, SFU, contractors
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8. Overload relays
9. MCB
10. Protective relays
11. Lt panels & bus trunking
12. Vfd panels
13. Load managers/mfm
14. Vfd for fans and bagasse
feeders
15. All Instrumentation and
Controls
16. DCS
3 Sugar 1. Clarifier i. Country of Origin i. Certificate of

Refinery 2. Single entry condenser must be Incorporation
3. Batch & continuous centrifugal USA/UK/EU (if applicable).
m/c countries/ Japan/ ii. Supply list
4. Auto sugar weigher Brazil/Turkey ( mentioning
5. Compressor ii. Must be in the name of
6. SS tubes relevant client, year of
7. Vacuum pump manufacturing delivery,
8. Injection Pump business within quantity)
9. Fire protection systems the last 10 years. iii. End user
10. Multi Bed Filter with Filter
iii. Delivered at least certificate
Media
5 (Five) unit of
11. IER System for melt
the offered or
decolourization
higher capacity
12. IER brine recovery
item.
13. All Automation/
Instrumentation and Controls iv. Must have at
14. MCC with Starters least (2) years
15. All Pumps and Motors reliable operating
history outside
manufacturer’s
country.
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4 Beet Sugar 1. Diffuser i. Country of Origin i. Certificate of

Plant 2. Beet washer must be Incorporation
3. Slicer USA/UK/EU (if applicable).
4. All Instrumentation and countries/ Japan/ ii. Supply list
Controls Brazil/Turkey ( mentioning
5. All Pumps and Motors. ii. Must be in the name of
relevant client, year of
manufacturing delivery,
business within quantity)
the last 10 years. iii. End user
iii. Delivered at least certificate
5 (Five) unit of
the offered or
higher capacity
item.
iv. Must have at
least (2) years
reliable operating
history outside
manufacturer’s
country.
The contractor and all manufacturers should be ISO 9001-2015 and ISO 14001-2015 and
OHSAS 18001: 2007 certified and must submit such certificate which is Valid to date and
should also submit first issued certificate. The Products produced by the manufacturer must
be as per ISO/EN/BS/ASTM/ASME/JEC/ANSI/DIN Standard. These certificate must mention
the product or service which is being sourced from manufacture. No exception to this
requirement can be made during the project execution.
In the case of a Tenderer who offers to supply and install major items of supply under the
contract that the Tenderer did not manufacture or otherwise produce, the Tenderer shall
provide the manufacturer’s authorization, using the form provided in Section 5 (Tender Forms),
showing that the Tenderer has been duly authorized by the manufacturer or producer of the
related plant and equipment or component to supply and install that item in the Employer’s
country. The Tenderer is responsible for ensuring that the manufacturer or producer complies
with the requirements of ITT 5 and 6 and meets the minimum criteria listed above for that item.
BSFIC reserves the right to verify the genuineness of end user certificate(s) regarding authenticity
of the equipment’s and manufacturer’s authorization before Notification of Award (NOA).
4. Tender Prices, (a) Design Services. (Form No. 3D(i)). Rates or process shall include all taxes, duties,
Discounts levies, and charges payable in the Purchaser’s country as of 28 days prior to the deadline
for submission of Tenders.
(b) Civil, Installation and other Services shall be quoted separately (Form No. 3D(ii)) and
shall include rates or prices for local transportation, insurance and other services
incidental to delivery of the plant, all labor, contractor’s equipment, temporary works,
materials, consumables and all matters and things of whatsoever nature, including
operations and maintenance services, the provision of operations and maintenance
manuals, training, etc., where identified in the Bidding Document, as necessary for the
proper execution of the installation and other services, including all taxes, duties, levies
and charges payable in the Purchaser’s country as of twenty-eight (28) days prior to the
deadline for submission of Tenders.
5. Documents The Tenderer shall furnish a Technical Proposal including a statement of work methods,
Establishing the equipment, personnel, schedule and any other information as stipulated in Section 5 (Tender
Conformity of the Forms No. 4A & 4B), in sufficient detail to demonstrate the adequacy of the Tenderers’
Goods and proposal to meet the work requirements and the completion time.
Related services
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Section 2. Tender Data Sheet

ITT Amendments of, and Supplements to, Clauses in the Instruction to Tenderers
Clause
A. General
ITT 1.1 The Purchaser is : The Project Director of the project
“Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production at
Thakurgaon Sugar Mills Limited”.
The Name and identification number of Tender are :
Procurement of EPC (Engineering, Procurement, Construction & Commissioning)
Contractor for
Package TSM-1: i) Lot-1: Sugarcane Mill House Plant (1524 TCD),
ii) Lot-2: Co-generation Plant (6.00 MW),
iii) Lot-3: Sugar Refinery Plant (200 TPD) and
iv) Lot-4: Beet Sugar Plant (300 TPD)
Under the Project “Replacement of Old Machinery and Addition of Machinery for Beet Sugar
Production at Thakurgaon Sugar Mills Limited”.
Location : Thakurgaon Sugar Mills Limited, Thakurgaon, Bangladesh.
Identification Number: 36.04.0000.058.07.001.18.404

Date: 02-08-2018
ITT 1.2 The number, identification and name of lots comprising the Tender are:
Lot Number: 4 Lots
Identification and Name:
Procurement of EPC (Engineering, Procurement, Construction & Commissioning)
Contractor for
Packge TSM-1:i) Lot-1: Sugarcane Mill House (1524 TCD)
ii) Lot-2: Co-generation Plant (6.00 MW)
iii) Lot-3: Sugar Refinery Plant (200 TPD)
iv) Lot-4: Beet Sugar Plant (300 TPD)
at Thakurgaon Sugar Mills Limited, Thakurgaon, Bangladesh.
ITT3.1 The source of public fund is: Government of Bangladesh(GOB).
ITT3.3 The name of the Development Partner is: None
ITT5.1 Tenderers from the following countries are not eligible: Israel.
ITT6.1 Goods and Related Services from the following counties are not eligible: Israel.
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B. Tender Document
The following are the offices of the Purchaser or authorised agents for the purpose of providing the
ITT8.2
Tender Document:
1. Project Director Office,“Replacement of Old Machinery and Addition of Machinery for Beet
Sugar Production at Thakurgaon Sugar Mills Limited” Project, Bangladesh Sugar & Food
Industries Corporation, Chinishilpa Bhaban (9th floor), 3, Dilkusha C/A, Dhaka, Bangladesh
2. In charge (Shipping), Bangladesh Sugar & Food Industries Corporation, Shipping office, 68,
Agrabad C/A, Chittagong, Bangladesh
3. GM (Finance), Thakurgaon Sugar Mills Ltd., Thakurgaon, Bangladesh
For clarification of Tender purposes only, the Purchaser’s address is:
ITT 9.1
Attention:
The Project Director,
“Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production at Thakurgaon
Sugar Mills Limited”.
Chinishilpa Bhaban (9th Floor), 3, Dilkusha Commercial Area, Dhaka-1000.
Telephone: +88029550032,+8801711931474
Facsimile number: +88029555780, +88029550481
Electronic mail address:pdtsmbsfic@gmail.com
ITT10.1 A Pre- Tender meeting will not held.
C. Qualification Criteria
ITT The maximum 2(Two) number of arbitration against the Tenderer/each JVC member over a
13.1 period of the last 5(five) year. All pending litigation shall be treated as resolved against the
tenderer/ each JVC member and so shall in total not represent more than 50% percent of the
tenderer’s/each JVC member’s net worth.
ITT Overall Experience of the Tenderers:

14.1(a)
 The Tenderer must have at least 15 (Fifteen) years of experience as EPC contractor in the
relevant field. In case of JVC, One of the partners must have this experience.
 Experience will be counted backward from the date of publication of Invitation for Tender
(IFT).
 The Tenderer must be internationally reputed, original manufacturers or their authorized
suppliers having experience of satisfactory completion of Engineering, Design,
Manufacturing, Procuring, Supply, Installation, Testing, Commissioning and Trial Run of the
relevant Plants and Machineries as EPC Contractor.
 The Tenderer may participate in the procurement proceedings forming a Joint
Venture, Consortium or Associations (JVCA) by an agreement according to PPR
2008 clause 54, executed case by case on a non-judicial stamp of value as stated
in PPR 2008 clause 54 or alternately with the intent to enter into such an
agreement supported by a Letter of Intent along with the proposed agreement
duly signed by all partners of the intended JVCA and authenticated by a Notary
Public.
 The figures for each of the partners of a JVCA shall be added together to
determine the Tenderer’s compliance with the minimum qualifying criteria;
however, for a JVCA to qualify, lead partner and its other partners must meet the
criteria stated in the TDS. Failure to comply with these requirements will result in
rejection of the JVCA Tender. Subcontractors’ experience and resources will not
be taken into account in determining the Tenderer’s compliance with the
qualifying criteria.
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 Each partner of the JVCA shall be jointly and severally liable for the execution of
the Contract, all liabilities and ethical and legal obligations in accordance with the
Contract terms.
 The JVCA shall nominate a Representative (partner-in-charge) who shall have the
authority to conduct all business for and on behalf of any and all the partners of
the JVCA during the tendering process and, in the event the JVCA is awarded the
Contract, during contract execution including the receipt of payments for and on
behalf of the JVCA.
 Each partner of the JVCA shall complete the JVCA Partner Information (Form –
2) for submission with the Tender.
Specific Experience of Tenderers:
ITT
14.1(b) Lot-1- Sugarcane Mill House Plant (1524 TCD):
The Tenderer Must have experience of establishing minimum 3 (Three) New Cane Sugar Mills/ Mill
House (minimum 1500 TCD) as EPC Contractor, out of which at least 1 (one) must be installed &
commissioned and in running condition other than his/their own countries and the value of at least
1 (one) completed of a Cane Sugar Mills/ Mill House must be of minimum USD 10.00 million.
Lot-2-Co-generation Plant (6.00 MW):
The Tenderer Must have experience of establishing minimum 3 (Three) Co-generation Plant
(minimum 6.00 MW) as EPC Contractor, out of which at least 1 (one) must be installed &
1 (one) completed co-generation plant must be of minimum USD 14.00 million
Lot-3: Sugar Refinery:
The Tenderer must have experience of establishing minimum 3 (Three) Sugar Refinery Plant
(minimum 300 TPD) as EPC Contractor, out of which at least 1 (one) must be installed &
1 (one) completed Sugar refinery plant must be of minimum USD 7.00 million.
Lot-4: Beet Sugar Plant:
The Tenderer must have experience of establishing minimum 2 (Two) Beet Sugar Plant (minimum
300 TPD) as EPC Contractor, out of which at least 1 (one) must be installed & commissioned and in
running condition other than his/their own countries and the value of at least 1 (one) completed Beet
Sugar Plant must be of minimum USD 2.00 million
N.B. If EPC Contractor is a single entity, then he has to fulfil the above specific
qualification criterion of each lot of package. In case of JVC, the specific criterion of each
individual lot must be fulfilled by either of the individual member of JVC. JVC must fulfil all
requirements of Specific Experience of the package.
ITT Each Tenderer and each member of JVCA shall submit audited balance sheets/statements
15.1 for the last three years.
Tenderers shall have the following minimum level of financial capacity of qualify for the
supply of goods and related services under the contract:
b) Submission of audited balance sheets or, if not required by the law of the tenderer’s
country, other financial statements acceptable to the Purchaser, for the last 3 years to
demonstrate the current soundness of the tenderer’s financial position and its
prospective long-term profitability as specified in the TDS.
If the EPC contractor is a single entity the minimum amount of liquid asset or working capital
ITT
or credit facility is USD 35.00 million .
15.1(a)
If the EPC Contractor is a JVC, the minimum amount of liquid asset or working capital or
credit facility of JVC is jointly USD 35.00 million and each partner must meet minimum 20%
of the requirement and Lead partner must meet 40% of the requirement.
the average annual turnover as specified in the TDS during the period specified in the TDS;
43 | P a g e
ITT The required average annual turnover shall be:

15.1(c)
If the EPC contractor is a single entity, the required average annual turnover shall be greater
than USD 35.00 million over the last 3 years.
If the EPC Contractor is a JVC, the required average annual turnover of JVC shall be jointly
greater than USD 35.00 million over the last 3 years and each partner must meet minimum
20% of the requirement and Lead partner must meet 40% of the requirement.
ITT 16.2 Not Applicable
D. Preparation of Tender
Tender is invited on ‘Package’ basis, each will constitute a Tender. A Tenderer shall
17.1
submit only one (1) Tender for each package, A Tenderer who submits or participates in
more than one (1) Tender for each package will cause all the Tenders with that
Tenderer’s participation to be rejected.
ITT The tenderer must submit with its technical offer the following additional documents:
21.1(q) (a) Manufacturer’s catalogue/ brochure in original which is to be indicative of the offered
Plant & Machinery.
(b) Experience Certificate.
(c) Company Profile.
(d) Updated ISO Certificate.
(e) Memorandum of Articles in case of Limited company.
(f) In case of foreign companies necessary papers duly attested from their respective
embassy in Bangladesh must be submitted.
(g) In case of JVC, document will be submitted based on the clause 54 of Public
Procurement Rules 2008 of Government of Bangladesh.
(h) Legal declaration based on Public Procurement Rules 2008 of Government of
Bangladesh.
(i) If EPC contractor appoints an agent in Bangladesh, a letter of authorization to such
Bangladeshi agent from EPC contractor must be submitted.
(j) Attested copies of Valid Trade license, VAT registration certificate, TIN & up to date
income tax clearance certificates of Local Agent nominated by the EPC contractor
are to be submitted along with the tender.
(k) Specimen(s)/ sample of end product, product composition/Product parameter (if any)
produced from the plant established by the EPC contractor.
(l) Original Money Receipt of purchasing Tender Document.
(m) Any other documents if necessary for the tender.
ITT 22.1 Alternatives tender shall not be permitted.
ITT 23.3 Tenders are being invited for a single package.
Tenderers shall quote for the entire package on a single responsibility basis such that the
total Tender price covers all the Contractor’s obligations mentioned in or to be reasonably
44 | P a g e
inferred from the Tender document in respect of the design, manufacture, including
procurement and subcontracting (if any), delivery, construction, installation and completion
of the plant.This includes all requirements under the Contractor’s responsibilities for
testing, pre-commissioning and commissioning of the plant and, where so required by the
tender document, the acquisition of all permits, approvals and licenses, etc.; the operation,
maintenance and training services and such other items and services as may be specified
in the tender Document, all in accordance with the requirements of the General Conditions.
Items against which no price is entered by the tenderer will not be paid for by the Employer
when executed and shall be deemed to be covered by the prices for other items.
Tenderers are required to quote the price for the commercial, contractual and technical
obligations outlined in the tender document. If a Tenderer wishes to make a deviation, such
deviation shall be listed in the relevant form in Section 5 (Tender Forms). The Tenderer
shall also provide the additional price if any, for withdrawal of the deviation.
Tenderers shall give a breakdown of the prices in the manner and detail called for in the
Price Schedules included in Section 5 (Tender Forms). Where no different Price Schedules
are included in the Tender Document, Tenderers shall present their prices in the following
manner:
Separate numbered Schedules included in Section 5 (Tender Forms) shall be used for
each of the following elements. The total amount for each Lot from each Form (3A to 3D)
shall be summarized in a Grand Summary (Form 3E) giving the total Tender price(s) to be
entered in the Tender Form. Total Grand Summary of the whole package shall be entered
in the Form 3G. Absence of the total tender price in the letter of tender may result in the
rejection of the tender.
Form - 3A: Plant (including Mandatory Spare Parts) Supplied from within the
Employer’s Country
Form – 3B: Plant (including Mandatory Spare Parts) Supplied from Abroad
Form - 3C Plant (including Mandatory Spare Parts) manufactured outside Bangladesh
already imported
Form – 3D(i): Design Services
Form – 3D(ii): Civil, Installation and Other Services
Form – 3E: Grand Summary for each Lot.
Form – 3F: Recommended Spare Parts and Facility Service Requirements
Form -3G Total Grand Summary for Whole Package.
Tenderers shall note that the plant and equipment included in Form Nos. 3A and 3B above
exclude materials used for civil, building and other construction works. All such materials
shall be included and priced under Form No. 3D(ii), Installation and Other Services.
ITT 23.5 The tenderers have to quote for all Lots of a package. If Tenderers do not quote for any
lot of a package, his tender will be liable for rejection.
ITT 23.8 Discount offer not Applicable.
ITT 23.9 Discount offer not Applicable.
ITT the price for inland transportation, insurance, Taxes and other local costs for the delivery of the
23.11(c) Goods within Bangladesh to their final destination at the respective project site will be borne
by the EPC Contractor.
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ITT The Incoterm for quoting plant to be supplied from abroad is : CIF at job site at Thakurgaon
23.12 Sugar Mills Ltd. Thakurgaon, Bangladesh including custom clearence service, All local
(a) transportation and handlings charges etc.
ITT The price for inland transportation, insurance, and other local costs for the delivery of the
23.12(c) Goods within Bangladesh to their final destination at Thakurgaon Sugar Mills Limited,
Thakurgaon, Bangladesh will be borne by the Tenderer.
ITT Not Applicable

23.13
(e)
ITT 24.3 Name of the foreign currency: USD or GBP or EUR or JPY
ITT Tenderers are to provide a list of fast moving spare parts with unit price (Form -3F) other
25.2(b) than mandatory spare parts with parts number and original parts catalogue likely to be
required during the first 5 years and long term service agreement for five years after 2
years defect liability period. The purchaser will finalize spare parts list. The spare parts
lists and long term service will be reviewed by the purchaser and may be ordered together
with the supply item. The procuring entity may elect to purchase from the supplier or may
be able to purchase from other supplier/Manufacturers.
ITT In case of a tenderer who offers to supply and install items of supply under the contract
that the tenderer did not manufacture or otherwise produce, the tenderer shall provide the
26.1(b)
manufacturer authorization of the offered items using the provided form-5 showing that the
tenderer has been duly authorized by the manufacturer.
ITT The tenderers have to mention agent (If any) in Bangladesh.

26.1(C)
ITT 27.2 The Tender validity period shall be120 days from the date of tender opening.
ITT 29.2 In favour of:

The Project Director.
Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production at
Thakurgaon Sugar Mills Limited.
ITT29.3 The amount of the Tender Security shall be USD 350,000.00 (Three Hundred Fifty
Thousand)
ITT 34.1 In addition to the original of the Tender Document, 07(Seven) copies of the Technical
proposal and 07(Seven) copies of Financial Proposal and one soft copy for technical &
Separate soft copy for financial proposal in pdf format (By CD/DVD) shall be submitted
within the date and time as mentioned in the Tender notice.
The soft copy of Technical and Financial proposal will be submitted separately in sealed
envelope.
The soft copy of Technical & Financial Proposal shall contain 3 types of digital version.
a) Scan copy of each page (page with seal & signed) of original proposal document and
compile the scan pages in a pdf document.
b) An editable & searchable pdf document (not a scan copy) with bookmarker for every
section.
c) For the technical Specification (part of the technical proposal) and the price schedule of
financial proposal shall be provided in editable MS word or Ms Excel format.
46 | P a g e
E. Submission of Tender
ITT The inner and outer envelopes shall bear the following additional identification marks :
35.2(c) (a) Tender name , Tender number, Package Name, Package number and date.
(b) Name & address of the purchaser & tenderer.
The tenderer will submit detail technical offer with tender security in one sealed envelope and
financial offer in another sealed envelope & both envelope to be enclosed in one sealed envelope.
Tenderer will not quote any price in technical offer. Price quotation in the envelope of technical offer
will be treated as liable for rejection.
ITT 35.7 Not applicable
ITT 36.1 The following offices where offer/tender will be received.

1. Secretariat Division, Bangladesh Sugar & Food Industries Corporation, Chinishilpa Bhaban (5th
Floor), 3, Dilkusha Commercial Area, Dhaka-1000
2. Senior Assistant Secretary, Room No.-527, Ministry of Industries (4th Floor), 91, Motijheel C/A,
Dhaka-1000.
3. Local Government Section, Office of the Deputy Commissioner, 16, Johnson Road, Dhaka-1000.
The deadline for submission of Tenders is up to 12.30 P.M on 13-09-2018
F. Opening and Evaluation of Tenders

ITT 42.2
The Tender (Bid) opening shall take place at:
Office of Director (Planning & Development),

Bangladesh Sugar and Food Industries Corporation,
Chinishilpa bhaban, 3 Dilkusha C/A, Dhaka-1000
Tenders (Bids) will be opened publicly at 15:30 Hr. (BST) after closing at 12:30 Hrs (BST) on
13-09-2018 in presence of the tenderers (bidders) or their authorized representatives (if any).
The Technical offer will be opened publicly at 15:30 Hrs. (BST) after closing at 12:30 Hrs (BST)
on 13-09-2018 in presence of the tenderers (bidders) or their authorized representatives (if
any).
The Financial offer will be opened publicly after evaluation of technical offer(s) which are
qualified in presence of the tenderers (bidders) or their authorized representatives (if any). The
date and time of opening of financial offer will be intimated to the Bidder.
ITT Evaluation will be done package by package.

52.2 (b)
Tenders are invited for a single package or for a number of package as stated under ITT Sub-
ITT 52.3
clauses 23.3, TEC shall evaluate only package that have included at least the percentage of
items per package as stated under ITT Sub-Clause 23.5 and 23.6. The TEC shall evaluate
and compare the Tenders taking into account:
(a) Lowest evaluated tender for each package;
(b) The price discount/reduction per package;
47 | P a g e
The Time for Completion of the whole of the Facilities shall be 730 days from the Effective
ITT 52.5
Date as described in the Contract Agreement. Tender offering late contract performance
schedules beyond stipulated time will not be accepted.
Not Applicable
ITT 53.2
G. Award of Contract
ITT 61.1 The maximum percentage by which quantities per item may be increased is between 15
and 20 %.
ITT 63.2 The amount of Performance Security shall be 10% of the contract price
ITT 70.5 The name and address of the office where complaints to the Purchaser are to be
submitted is:
Attention To:
The Project Director
Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production at Thakurgaon
Sugar Mills Limited.
Bangladesh Sugar and Food Industries Corporation,
Chinishilpa Bhaban (9th Floor) 3, Dilkusha C/A,Dhaka-1000
48 | P a g e
Section 3. General Conditions of Contract

1. Definitions 1.1 The following words and expressions shall have the meaning hereby
assigned to them. Boldface type is used to identify the defined term:
(a) Completion Schedule means the fulfilment of the Related
Services by the Supplier in accordance with the terms and
conditions set forth in the Contract;
(b) Contract Agreement means the Agreement entered into
between the Purchaser and the Supplier, together with the
Contract Documents referred to therein, including all
attachments, appendices, and all documents incorporated by
reference therein;
(c) Contract Documents means the documents listed in the
Contract Agreement, including any amendments thereto;
(d) Contract Price means the price stated in the Notification of
Award and thereafter as adjusted in accordance with the
provisions of the Contract; ;
(e) Day means calendar days unless otherwise specified as
working days;
(f) Delivery means the transfer of ownership of the Goods from
the Supplier to the Purchaser in accordance with the terms and
conditions set forth in the Contract;
(g) GCC mean the General Conditions of Contract;
(h) Goods means raw materials, products and equipment and
objects in solid, liquid or gaseous form, electricity, and
related Services if the value of such Services does not
exceed that of the Goods themselves ;
(i) Government means the Government of the People’s Republic
of Bangladesh;
(j) Procuring Entity/Purchaser means a Entity having
administrative and financial powers to undertake
Procurement of Goods, Works or Services using public
funds, as specified in the PCC;
(k) Related Services means Services linked to the supply of
Goods contracts.;
(l) PCC means the Particular Conditions of Contract;
(m) Subcontractor means any natural person, private or
government entity, or a combination of the above, to whom
any part of the Goods to be supplied or execution of any
part of the Related Services is subcontracted by the
Supplier;
(n) Supplier means a Person under contract with a Purchaser
for the supply of Goods and related Services under the Act ;
(o) Site means the point(s) of delivery named in the PCC
(p) Writing means communication written by hand or machine
duly signed and includes properly authenticated messages
by facsimile or electronic mail.
(q) Verified Report means the report submitted by the Purchaser
to the Head of the Purchaser setting forth its findings as to the
existence of grounds or causes for termination and explicitly
49 | P a g e
stating its recommendation for the issuance of a Notice to
Terminate.
2. Contract 2.1 Subject to the order of precedence set forth in the GCC Sub-Clause 5.1,
Documents all documents forming the Contract (and all parts thereof) are intended
to be correlative, complementary, and mutually explanatory. The
Contract Agreement shall be read as a whole.
3. Corrupt, 3.1 The Government requires that Purchaser, as well as Suppliers, shall
Fraudulent, observe the highest standard of ethics during the implementation of
Collusive or procurement proceedings and the execution of contracts under public
Coercive funds.
Practices
3.2 The Government requires that Procuring Entities, as well as
Suppliers shall, during the execution of Contracts under public funds,
ensure-
(a) strict compliance with the provisions of Section 64 of the Public
Procurement Act 2006 (Act 24 of 2006);
(b) abiding by the code of ethics as mentioned in the Rule127 of
the Public Procurement Rules, 2008;
(c) that neither it nor any other member of its staff or any other
agents or intermediaries working on its behalf engages in any
practice as detailed in GCC Sub -Clause 3.3
3.3 For the purpose of GCC Sub-clause 3.2 the terms –
(a) corrupt practice means offering, giving or promising to
give, receiving, or soliciting, either directly or indirectly, to
any officer or employee of a Purchaser or other public or
private authority or individual, a gratuity in any form;
employment or any other thing or service of value as an
inducement with respect to an act or decision or method
followed by a Purchaser in connection with a Procurement
proceeding or contract execution;
(b) fraudulent practice means the misrepresentation or
omission of facts in order to influence a decision to be
taken in a Procurement proceeding or Contract execution;
(c) collusive practice means a scheme or arrangement
between two (2) or more Persons, with or without the
knowledge of the Purchaser, that is designed to arbitrarily
reduce the number of Tenders submitted or fix Tender
prices at artificial, noncompetitive levels, thereby denying
a Purchaser the benefits of competitive price arising from
genuine and open competition; or
(d) coercive practice means harming or threatening to harm,
directly or indirectly, Persons or their property to influence
a decision to be taken in a Procurement proceeding or the
execution of a Contract, and this will include creating
obstructions in the normal submission process used for
Tenders.
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3.4 Should any corrupt, fraudulent, collusive or coercive practice of any kind
come to the knowledge of the Purchaser, it will, in the first place, allow
the Supplier to provide an explanation and shall, take actions only when
a satisfactory explanation is not received. Such exclusion and the
reasons thereof, shall be recorded in the record of the procurement
proceedings and promptly communicated to the Supplier concerned.
Any communications between the Supplier and the Purchaser related to
matters of alleged fraud or corruption shall be in writing.
3.5 If corrupt, fraudulent, collusive or coercive practices of any kind

determined by the Purchaser against the Supplier alleged to have
carried out such practices, the Purchaser shall proceed under GCC
Clause 42.4
3.6 The Supplier shall permit the Purchaser to inspect the Supplier’s
accounts and records and other documents relating to the submission of
the Tender and Contract performance.
4. Interpretation 4.1 In interpreting the GCC, singular also means plural, male also means
female or neuter, and the other way around. Headings in the GCC shall
not be deemed part thereof or be taken into consideration in the
interpretation or construction thereof or of the Contract. Words have their
normal meaning under the English language unless specifically defined.
4.2 Entire Agreement

(a) The Contract constitutes the entire agreement between the
Purchaser and the Supplier and supersedes all communications,
negotiations and agreements (whether written or oral) of parties
with respect thereto made prior to the date of Contract
Agreement; except those stated under GCC Sub Clause 5.1(i) .
4.3 Amendment
(a) No amendment or other variation of the Contract shall be valid
unless it is in writing, is dated, expressly refers to the Contract,
and is signed by a duly authorised representative of each party
thereto.
4.4 Non-waiver
(a) Subject to GCC Sub-Clause 4.4(b), no relaxation, forbearance,
delay, or indulgence by either party in enforcing any of the
terms and conditions of the Contract or the granting of time by
either party to the other shall prejudice, affect, or restrict the
rights of that party under the Contract, neither shall any waiver
by either party of any breach of Contract operate as waiver of
any subsequent or continuing breach of Contract.
(b) Any waiver of a party’s rights, powers, or remedies under the
Contract must be in writing, dated, and signed by an authorised
representative of the party granting such waiver, and must
specify the right and the extent to which it is being waived.
4.5 Severability
(a) If any provision or condition of the Contract is prohibited or
rendered invalid or unenforceable, such prohibition, invalidity or
unenforceability shall not affect the validity or enforceability of any
other provisions and conditions of the Contract.
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5. Documents 5.1 The following documents forming the Contract shall be in the following
Forming the order of precedence, namely :
Contract in order
of precedence
(a) the signed Contract Agreement;
(b) the Notification of Award;
(c) The Tender and the appendices to the Tender;
(d) Particular Conditions of Contract;
(e) Additional Information Related to General condition of Contract
(f) General Conditions of Contract;
(g) Technical Specifications;
(h) Drawings;
(i) Priced Schedule and schedule of requirements and ;
(j) Other Documents including correspondences listed in the PCC
forming part of the Contract.
6. Eligibility 6.1 The Supplier and its Subcontractors shall have the nationality of an
eligible country. A Supplier or Subcontractor shall be deemed to have
the nationality of a country if it is a citizen or constituted, incorporated, or
registered, and operates in conformity with the provisions of the laws of
that country.
6.2 All Goods and Related Services to be supplied under the Contract shall
have their origin in Eligible Countries.
6.3 For the purpose of the GCC Clause 6.2, origin means the country where
the goods have been grown, mined, cultivated, produced, manufactured,
or processed; or through manufacture, processing, or assembly, another
commercially recognized article results that differs substantially in its
basic characteristics from its components.
7. Governing 7.1 The Contract shall be written in English language. Correspondence and
Language documents relating to the Contract exchanged by the Supplier and the
Purchaser shall be written in English .Supporting documents and printed
literature that are part of the Contract may be in another language
provided they are accompanied by an accurate translation of the
relevant passages in English language, in which case, for purposes of
interpretation of the Contract, this translation shall govern.
7.2 The Supplier shall bear all costs of translation to the governing language
and all risks of the accuracy of such translation.
8. Governing Law 8.1 The Contract shall be governed by and interpreted in accordance with
the laws of the People’s Republic of Bangladesh.
9. No 9.1 No fees, gratuities, rebates, gifts, commissions or other payments,
fees/Gratuities other than those shown in the Tender or the contract, shall be given
or received in connection with the procurement process or in the
contract execution.
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10. Use of Contract 10.1 The Supplier shall not, except for purposes of performing the obligations
Documents & in this Contract, without the Purchaser’s prior written consent, disclose
Information this Contract, or any provision thereof, or any specification, plan,
drawing, pattern, sample, or information furnished by or on behalf of the
Purchaser. Any such disclosure shall be made in confidence and shall
extend only as far as may be necessary for purposes of such
performance.
10.2 Any document, other than this Contract itself, enumerated in GCC
Clause 10.1 shall remain the property of the Purchaser and shall be
returned (all copies) to the Purchaser on completion of the Supplier’s
performance under this Contract if so required by the Purchaser.
11. Communications 11.1 Communications between Parties (notice, request or consent

& Notices required or permitted to be given or made by one party to the other)
pursuant to the Contract shall be in writing to the addresses specified
in the PCC.
11.2 A notice shall be effective when delivered or on the notice’s effective

date, whichever is later.
11.3 A Party may change its address for notice hereunder by giving the
other Party notice of such change to the address.
12. Trademark, 12.1 The Purchaser should not be liable for any infringement of intellectual
Patent and property rights arising from use of the goods procured. In case there are
Intellectual third-party claims of such infringement of patent, trademark, or industrial
Property Rights design rights, the supplier must indemnify and hold the Purchaser free
and harmless against such claims and shall not be in contravention of
The Trademark Act, 2009 and The Patents and Designs Act, 1911.
13. Copyright 13.1 The copyright in all drawings, documents, and other materials containing
data and information furnished to the Purchaser by the Supplier herein
shall remain vested in the Supplier, or, if they are furnished to the
Purchaser directly or through the Supplier by any third party, including
suppliers of materials, the copyright in such materials shall remain
vested in such third party.
14. Assignment 14.1 The Supplier shall not assign his rights or obligations under the Contract,
in whole or in part, except with the Purchaser’s prior written consent.
15. Sub contracting 15.1 Any subcontracting arrangements made during contract implementation
and not disclosed at the time of the Tendering shall not be allowed.
15.2 Subcontracting of any portion of the Goods shall not relieve the Tenderer
from any liability or obligations that may arise from its performance.
15.3 Supplier shall retain full responsibility for the contract and can not pass any
contractual obligations to the subcontractor and under no circumstances
assignment of the contract to the subcontractor be allowed.
15.4 Subcontractors shall comply with the provisions of GCC Clause 3 and 6.
16. Supplier’s 16.1 The Supplier shall supply all the Goods and Related Services specified
Responsibilities in the Scope of Supply as stated under GCC Clause 18 and the Delivery
and Completion schedule, as stated under GCC Clauses 23 and 24 in
conformity with the provisions of the Contract Agreement.
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17. Purchaser’s 17.1 Whenever the performance of the obligations in this Contract requires
Responsibilities that the Supplier obtain permits, approvals and other license from local
public authorities, the Purchaser may, if so needed by the Supplier,
make its best effort to assist the Supplier in complying with such
requirements in a timely and expeditious manner. However, the supplier
shall bear the costs of such permits and/or licenses. On the other hand,
the Purchaser shall pay all costs involved in the performance of its
responsibilities, in accordance with the contract.
17.2 The Purchaser shall pay the Supplier, in consideration of the provision of
Goods and Related Services, the Contract Price under the provisions of
the Contract at the times and manner prescribed in the Contract
Agreement.
18. Scope of Supply 18.1 Subject to the PCC, the Goods and Related Services to be supplied shall
be as specified in Section 6: Schedule of Requirements.
18.2 Unless otherwise stipulated in the Contract, the Scope of Supply shall
include all such items not specifically mentioned in the Contract but that
can be reasonably inferred from the Contract as being required for
attaining Delivery and Completion of the Goods and Related Services
as if such items were expressly mentioned in the Contract.
19. Amendment to 19.1 The Purchaser may make an amendment to Order for necessary
Order adjustment within the general scope of the contract in any one or more
of the following aspects in order to fully meet the requirement of the
Contract:
(a) Drawing, design or specifications of the goods, provided that:
i. The goods to be furnished are to be specifically
manufactured for the government in accordance therewith;
ii. The change is an improvement of the goods and
advantageous to the Government;
iii. It is done at no extra cost; and
iv. It is not prejudicial to the losing Tenderers in the sense that
such change/s could not have been foreseen during the
conduct of the tendering and would have significantly
affected the other tenderer’s tender;
(b) The place of delivery;
(c) The place of performance of the services;
(d) Additional items needed and necessary for the protection of the
goods procured, which were not included in the original contract.
19.2 Such amendment may or may not result to an increase or a decrease of
the contract price, and/or an extension or reduction of the delivery period.
However, the amendment should not have the result of changing the
subject matter of the contract or the specifications of the goods or
services, in any material aspect and to such an extent that, if introduced
during the Tendering stage, may have had a significant effect on other
Tenderer’s tender, because this situation would actually require another
tendering activity.
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20. Instances When 20.1 The Purchaser may issue amendments order at any time during contract
Amendment to implementation, through a notice as stated under GCC Clause 11,
Order May be provided that such adjustment is required to fully meet the requirements
Issued of the contract. Any of the following circumstances may serve as basis
for such amendment/s:
(a) Emergency cases, fortuitous events or unforeseen
contingencies arising during contract implementation, and such
contingencies have an impact on the procurement at hand, such
as:
i. Changes in the conditions affecting the contract, e.g., a
change in the place of delivery;
ii. Time is of the essence in the implementation of the
contract, and any changes require immediate
implementation; and
iii. Additional requirements have been identified as
necessary for the protection of the goods procured, such
as changes in the packaging of the goods, or
additional items have become necessary to ensure that
the goods are sufficiently protected from the elements;
(b) When the contract does not reflect the real intention of the parties
due to mistake or accident, and the amendment is necessary to
reflect the party’s intention; and
(c) Other analogous circumstances that could affect the conditions of
the procurement at hand
21. Adjustments in 21.1 If an amendment to order increases or decreases the cost of ,or the time
Contract Price required for executing any part of the delivery under the original contract,
and/or Delivery an equitable adjustment in contract price and/or delivery schedule
Schedule in should be mutually agreed upon between parties concerned, and the
Amendment to contract should be modified as stated under GCC Clause 46
Order
21.2 If the amendment to order consists of additional items, the price
adjustment shall be based on the unit price in the original contract for
items of goods similar to those in the original contract. If the contract
does not contain any rate applicable to the additional items, then suitable
prices shall be mutually agreed upon between the parties, based on
prevailing market prices.
21.3 It is required, however, that any increase in contract price must not
exceed ten percent (10%) of the original contract price.
22. Packing and 22.1 The Supplier shall provide such packing of the goods as is required to
Documents prevent their damage or deterioration during transit to their final
destination, as indicated in the Contract and in accordance with existing
industry standards. The packing shall be sufficient to withstand, without
limitation, rough handling and exposure to extreme temperatures, salt
and precipitation, and open storage. Packing case size and weights
shall take into consideration, where appropriate, the remoteness of the
goods’ final destination and the absence of heavy handling facilities at
all points in transit.
22.2 The packing, marking, and documentation within and outside the
packages shall comply strictly with such special requirements as shall
be expressly provided for in the Contract as stated under GCC Clause
22.1, including additional requirements, if any, specified in the PCC, and
in any subsequent instructions ordered by the Purchaser.
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22.3 The outer packaging must contain a “Packing List” which must reflect the
actual contents of the package.
23. Delivery and 23.1 Subject to GCC Sub-Clause 19, the Delivery of the Goods and
Documents completion of the Related Services shall be in accordance with the
Delivery and Completion Schedule specified in the Section 6: Schedule
of Requirements.
23.2 The details of shipping and other documents to be furnished by the

Supplier shall be specified in the PCC, and shall be received by the
Purchaser at least one week before arrival of the Goods and, if not
received the Supplier shall be responsible for consequent expenses.
24. Acceptance 24.1 Acceptance by the Purchaser shall be completed not later than fourteen
(14) days from receipt of the goods at final destination in the form of an
Acceptance Certificate, unless any defects in the supply, any damage
during transportation or any failure to meet the required performance
criteria of the supply are identified and reported to the Supplier as stated
under GCC Clause 31 and GCC Clause 32. In such cases the
Acceptance Certificate will be issued only for those parts of the contract
supplies which are accepted. The Acceptance Certificate for the
remaining supplies will only be issued after the Supplier has remedied
the defects and/or any non-conformity under GCC Clause 31 and GCC
Clause 32.
24.2 The appropriate Technical Inspection and Acceptance Committee of the

Purchaser must commence the inspection and acceptance process
within two (2) days from delivery of the goods, and shall complete the
same as soon as practicable.
25. Contract Price 25.1 The Contract Price shall be specified in the PCC.
25.2 During evaluation, tender has excluded and not taken into account:
(a) In the case of Goods manufactured in Bangladesh, VAT
payable on account of Supplier, which will be payable on the
goods if a contract is awarded to the Tenderer;
(b) in the case of Goods manufactured outside the Bangladesh,

already imported or to be imported, customs duties, import
VAT and other import taxes levied on the imported Good, VAT,
which will be payable on the Goods if the contract is awarded
to the Tenderer.
25.3 The Contract price will include all the costs paid or payable as stated
under GCC Clause 25.2.
25.4 Prices charged by the Supplier for the Goods delivered and the Related
Services performed under the Contract shall not vary from the price as
stated under GCC Sub-Clause 25.1, with the exception of any change
in price resulting from a Change Order issued under GCC Clause 19.
26. Transportation 26.1 The Supplier is required under the Contract to transport the Goods to
a specified place of destination as specified in Section 6: Schedule of
Requirements, defined as the Site, transport to such place of
destination, including insurance, other incidental costs, and
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temporary storage, if any. These costs shall be included in the
Contract Price.
26.2 If not in accordance GCC Clause 26.1, responsibility for

transportation of the Goods shall be as specified in the INCOTERM
indicated in the Price Schedule or any other trade terms specify the
responsibilities of the Purchaser and Supplier as specified in PCC.
27. Terms of 27.1 The Contract Price, including any Advance Payments, if applicable, shall
Payment be paid in the manner as specified in the PCC.
27.2 The Supplier’s request for payment shall be made to the Purchaser in
writing, accompanied by an invoice describing, as appropriate, the
Goods delivered and Related Services performed, and accompanied by
the documents as stated under GCC Clause 23 and 24 and upon
fulfilment of any other obligations stipulated in the Contract.
27.3 Payments shall be made promptly by the Purchaser, but in no case later
than the days indicated in the PCC after submission of an invoice or
request for payment by the Supplier, and after the Purchaser has
accepted it.
27.4 The currencies in which payments shall be made to the Supplier under
this Contract shall be those in which the tender price is expressed.
27.5 In the event that the Purchaser fails to pay the Supplier any payment by
its respective due date or within the period set forth in the PCC, the
Purchaser shall pay to the Supplier interest on the amount of such
delayed payment at the rate shown in the PCC, for the period of delay
until payment has been made in full, whether before or after judgment or
arbitrage award.
28. Insurance 28.1 The Goods supplied under this Contract shall be fully insured by the
Supplier in a freely convertible currency against loss or damage
incidental to manufacture or acquisition, transportation, storage, and
delivery. The Goods remain at the risk and title of the Supplier until their
final acceptance by the Purchaser.
28.2 If not in accordance GCC Clause 28.1, the insurance coverage shall be
as specified in the INCOTERM indicated in the Price Schedule or any
other insurance provisions as specified in PCC.
29. Taxes and 29.1 For Goods Manufactured within Bangladesh, the Supplier shall be
Duties entirely responsible for all taxes, duties, VAT, license fees, and other
such levies imposed or incurred until delivery of the contracted goods to
the Purchaser.
29.2 For Goods manufactured outside Bangladesh, the Supplier shall be
entirely responsible for all taxes, duties and other such levies imposed
outside Bangladesh.
29.3 If any tax exemptions, reductions, allowances or privileges may be
available to the Supplier in Bangladesh, the Purchaser shall use its best
efforts to enable the Supplier to benefit from any such tax savings to the
maximum allowable extent.
30. Performance 30.1 The proceeds of the Performance Security shall be payable to the
Security Purchaser as compensation for any loss resulting from the Supplier’s
failure to complete its obligations under the Contract.
30.2 The Performance Security shall be discharged by the Purchaser and
returned to the Supplier not later than Thirty (30) days following the date
of Completion of the Supplier’s performance obligations under the
Contract and the issuance of certification to that effect by the Purchaser,
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including any warranty obligations as stated under GCC Clause 33,
provided that there are no claims field against the supplier.
31. Specifications 31.1 The Goods and Related Services supplied under this Contract shall
and Standards conform to the technical specifications and standards mentioned in
Section 7, Technical Specification and in Section 8, Drawings, if any.
31.2 If there is no applicable standard, the goods must conform to the

authoritative standards appropriate to the good’s country of origin. Such
standards must be the latest issued by the concerned institution.
31.3 Subject to the GCC Clause 19, the Supplier shall be entitled to disclaim
responsibility for any design, data, drawing, specification or other
document, or any modification thereof provided or designed by or on
behalf of the Purchaser, by giving a notice of such disclaimer to the
Purchaser.
31.4 Wherever references are made in the Contract to codes and standards
in accordance with which it shall be executed, the edition or the revised
version of such codes and standards shall be those specified in the
Technical Specification. During Contract execution, any changes in any
such codes and standards shall be applied only after approval by the
Purchaser and shall be treated under GCC Clause 19.
32. Inspections and 32.1 The Purchaser shall have the right to test the Goods to confirm their
Tests conformity to the Contract specifications. The PCC and Technical
specifications shall specify what tests the Purchaser requires and where
they are to be conducted. The supplier shall at its own expense and at
no cost to the Purchaser, carry out all such tests of the Goods and
related services as are specified in the Contract.
32.2 The Supplier shall provide the Purchaser with a report of the results of
any such test.
32.3 The Purchaser may engage external agents for the purpose of
conducting inspection or pre-shipment inspection of Goods, provided
that the Purchaser shall bear all of its costs and expenses.
32.4 The Purchaser or its designated representative as specified shall be

entitled to attend the tests and/or inspections under GCC Clause 32.1,
provided that the Purchaser shall bear all of its own costs and expenses
incurred in connection with such attendance.
32.5 Whenever the Supplier is ready to carry out any such test and inspection,
it shall give a reasonable advance notice, including the place and time,
to the Purchaser. The Supplier shall obtain from any relevant third party
or manufacturer any necessary permission or consent to enable the
Purchaser or its designated representative to attend the test and/or
inspection.
32.6 The Purchaser may require the Supplier to carry out any test and/or
inspection not required by the Contract, but deemed necessary to verify
that the characteristics and performance of the Goods comply with the
technical specifications, codes and standards under the Contract,
provided that the Supplier’s reasonable costs and expenses incurred in
the carrying out of such test and/or inspection shall be added to the
Contract Price. Further, if such test and/or inspection impede the
progress of manufacturing and/or the Supplier’s performance of its other
obligations under the Contract, due allowance will be made in respect of
the Delivery Dates and Completion Dates and the other obligations so
affected.
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32.7 The Purchaser may reject any Goods or any part thereof that fail to pass
any test and/or inspection or do not conform to the specifications. The
Supplier shall either rectify or replace such rejected Goods or parts
thereof or make alterations necessary to meet the specifications at no
cost to the Purchaser, and shall repeat the test and/or inspection, at no
cost to the Purchaser, upon giving a notice under GCC Sub-Clause 32.5.
32.8 The Supplier agrees that neither the execution of a test and/or inspection
of the Goods or any part thereof, nor the attendance by the Purchaser
or its representative, nor the issue of any report as stated under GCC
Sub-Clause 32.2, shall relieve the Supplier from any warranties or other
obligations under the Contract.
33. Warranty 33.1 The Supplier warrants that all the Goods supplied under the Contract are
new, unused, and of the most recent or current models, and that they
incorporate all recent improvements in design and materials, except
when the design and/or material required by the Purchaser provides
otherwise under GCC Clause 19.
33.2 The Supplier further warrants that the all Goods supplied under this
Contract shall have no defect, arising from design, materials, or
workmanship or from any act or omission of the Supplier that may
develop under normal use of the supplied Goods in the conditions
prevailing in Bangladesh.
33.3 In order to assure that manufacturing defects shall be corrected by the
Supplier, manufacturer, or distributor, as the case may be, a warranty
shall be required from the Supplier for a minimum period of three (3)
months in the case of supplies, and one (1) year in the case of
equipment, or other such period as may be specified in the PCC, after
the Goods, or any portion thereof as the case may be, have been
delivered to and accepted in the form of an Acceptance Certificate as
indicated in the GCC Clause 24.1 at the final destination indicated in the
PCC
33.4 The warranty periods may vary among the various items and lots. The
warranty for Goods delivered ahead will lapse earlier than the
succeeding deliveries.
33.5 The Purchaser shall promptly notify the Supplier in writing of any claims
arising under this warranty.
33.6 Upon receipt of such notice, the Supplier shall, within the period specified
in the PCC, expeditiously repair or replace the defective Goods or parts
thereof, at no cost to the Purchaser.
33.7 If the Supplier, having been notified, fails to remedy the defect(s) within
the period as stated under GCC Sub Clause 33.6, the Purchaser may
proceed to call upon the Performance security without prejudice to any
other rights which the Purchaser may have against the Supplier under
the Contract and under the applicable law.
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33.8 Performance Security under GCC Clause no 30 shall only be released

after the lapse of the warranty period, provided that the goods supplied
are free from patent and latent defects and all the conditions imposed
under the contract have been fully met.
(a) A patent defect, which is one that is apparent to the buyer on
normal observation. It is an apparent or obvious defect.
i. For example, a ball pen that does not write is patently
defective.
(b) A latent defect, which is one that is not apparent to the buyer by
reasonable observation. A latent defect is “hidden” or one that is
not immediately determinable.
i. For example, a ball pen that writes .75 kilometers instead
of the expected 1.5 kilometers, has a latent defect.
34. Delays in 34.1 The Supplier must deliver the Goods or perform the services procured
Delivery and within the period prescribed by the Purchaser, as specified in the
Extensions of Contract.
Time
34.2 If at any time during performance of the Contract, the Supplier or its
subcontractors should encounter conditions impeding timely delivery of
the Goods or completion of Related Services as stated under GCC
Clause 23, the Supplier shall promptly notify the Purchaser in writing. It
must state therein the cause/s and duration of the expected delay. The
Purchaser shall decide whether and by how much to extend the time. In
all cases, the request for extension should be submitted before the lapse
of the original delivery date.
34.3 Within twenty-one (21) days of receipt of the Supplier’s notice, the
Purchaser shall evaluate the situation and may grant time extensions, if
based on justifiable grounds, without liquidated damages.
34.4 The Procuring may extend up to twenty percent (20%) of the original
contract time, above 20% of the original contract time approval of Head
of Purchaser (HOPE) shall be required, in which case the extension shall
be ratified by the Parties by amendment of the Contract as stated under
GCC Clause 46.
34.5 Except in the case of Force Majeure, as provided under GCC Clause 38,
a delay by the Supplier in the performance of its Delivery and Completion
obligations shall render the Supplier liable to the imposition of liquidated
damages as stated under GCC Clause 35, unless an extension of time
is agreed upon, under GCC Sub-Clause 34.3.
35. Liquidated 35.1 Subject to GCC Clause 34 and 38, if the , if the Supplier fails to deliver
Damages any or all of the Goods by the Date(s) of delivery and/or perform the
Related Services within the period specified in the Contract as stated
under GCC Clause 23, the Purchaser shall, without prejudice to all its
other remedies under the Contract, deduct from the Contract Price, as
liquidated damages, a sum equivalent to the percentage specified in the
PCC of the Contract price of the delayed Goods or unperformed /
Related Services for each week or part thereof of delay until actual
delivery or performance, up to a maximum deduction of the percentage
specified in those PCC. Once the maximum is reached, the Purchaser
may terminate the Contract as stated under GCC Clause 42.
36. Limitation of 36.1 Except in cases of criminal negligence or wilful misconduct, and in
Liability the case of infringement of patent and intellectual property rights, if
applicable, the Supplier shall not be liable to the Purchaser, whether
in contract, tort, or otherwise, for any indirect or consequential loss or
damage, loss of use, loss of production, or loss of profits or interest
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costs, the aggregate liability of the Supplier to the Purchaser shall not
exceed the total Contract Price, provided that this limitation shall not
apply, to the cost of repairing or replacing defective equipment or, to
any obligation of the Supplier to pay liquidated damages to the
Purchaser.
37. Change in Laws 37.1 Unless otherwise specified in the Contract, if after the Contract, any law,
and Regulations regulation, ordinance, order or bylaw having the force of law is enacted,
promulgated, abrogated, or changed in Bangladesh (which shall be
deemed to include any change in interpretation or application by the
competent authorities) that subsequently affects the Delivery Date
and/or the Contract Price, then such Delivery Date and/or Contract Price
shall be correspondingly increased or decreased, to the extent that the
Supplier has thereby been affected in the performance of any of its
obligations under the Contract.
38. Definition of 38.1 In this Clause, “Force Majeure” means an exceptional event or
Force Majeure circumstance:
(a) which is beyond a Party’s control;

(b) which such Party could not reasonably have provided against
before entering into the Contract;
(c) which, having arisen, such Party could not reasonably have
avoided or overcome; and
(d) which is not substantially attributable to the other Party.
38.2 Force Majeure may include, but is not limited to, exceptional events or
circumstances of the kind listed below, so long as conditions (a) to (d)
above are satisfied:
(i) war, hostilities (whether war be declared or not), invasion, act of

foreign enemies;
(ii) rebellion, terrorism, sabotage by persons other than the
Contractor’s Personnel, revolution, insurrection, military or
usurped power, or civil war;
(iii) riot, commotion, disorder, strike or lockout by persons other than
the Contractor’s Personnel;
(iv) munitions of war, explosive materials, ionising radiation or
contamination by radio-activity, except as may be attributable to
the Contractor’s use of such munitions, explosives, radiation or
radio-activity, and
(v) natural catastrophes such as cyclone, hurricane, typhoon, tsunami,
storm surge, floods, earthquake , landslides, fires, epidemics,
quarantine restrictions, or volcanic activity;
(vi) freight embargoes;
(vii) acts of the Government in its sovereign capacity.
39. Notice of Force 39.1 If a Party is or will be prevented from performing its substantial
Majeure obligations under the Contract by Force Majeure, then it shall give notice
to the other Party of the event or circumstances constituting the Force
Majeure and shall specify the obligations, the performance of which is or
will be prevented. The notice shall be given within 14 days after the Party
became aware, or should have become aware, of the relevant event or
circumstance constituting Force Majeure.
39.2 The Party shall, having given notice, be excused performance of its
obligations for so long as such Force Majeure prevents it from
performing them.
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39.3 Notwithstanding any other provision of this Clause, Force Majeure shall
not apply to obligations of either Party to make payments to the other
Party under the Contract.
40. Duty to Minimise 40.1 Each Party shall at all times use all reasonable endeavours to minimise
Delay any delay in the performance of the Contract as a result of Force
Majeure.
40.2 A Party shall give notice to the other Party when it ceases to be
affected by the Force Majeure.
41. Consequences of 41.1 The Supplier shall not be liable for forfeiture of its Performance
Force Majeure Security, liquidated damages, or termination for default if and to the
extent that it’s delay in performance or other failure to perform its
obligations under the Contract is the result of an event of Force
Majeure.
41.2 The Purchaser may suspend the delivery or contract implementation,

wholly or partly, by written order for a certain period of time, as it
deems necessary due to force majeure as defined in the contract.
41.3 Delivery made either upon the lifting or the expiration of the
suspension order. However, if the Purchaser terminates the contract
as stated under GCC clause 42, resumption of delivery cannot be
done.
41.4 Head of Purchaser determines the existence of a force majeure that

will be basis of the issuance of suspension of order.
41.5 Adjustments in the delivery or contract schedule and/or contract price,

Including any need to modify contract under GCC Clause 46.
42. Termination for 42.1 The Purchaser shall terminate this Contract for default when any of the
Default following conditions attends its implementation:
(a) Outside of force majeure, the Supplier fails to deliver or perform

any or all of the GOODS within the period(s) specified in the
contract, or within any extension thereof granted by the
Purchaser pursuant to a request made by the Supplier prior to the
delay;
(b) As a result of force majeure, the Supplier is unable to deliver or
perform any or all of the GOODS, amounting to at least ten
percent (10%) of the contract price, for a period of not less than
sixty (60) calendar days after receipt of the notice from the
Purchaser stating that the circumstance of force majeure is
deemed to have ceased; or
(c) The Supplier fails to perform any other obligation under the
Contract;
(d) If the Supplier, in the judgment of the Purchaser has engaged
in corrupt, fraudulent, collusive or coercive practices, as stated
under GCC Clause 3, in competing for or in executing the
Contract;
(e) When deductable amount due to liquidated damage reaches
its maximum as stated under GCC Clause 35.
42.2 Termination of a contract for default is without prejudice to other
remedies available to the Purchaser for breach of contract, such as
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payment of liquidated and other damages, if there are grounds for the
latter.
42.3 In the event the Purchaser terminates the Contract in whole or in part,
as stated under GCC Clause 42.1, the Purchaser may procure, upon
such terms and in such manner as it deems appropriate, Goods or
Related Services similar to those undelivered or not performed, and the
Supplier shall be liable to the Purchaser for any additional costs for such
similar Goods or Related Services. However, the Supplier shall continue
performance of the Contract to the extent not terminated.
42.4 In the event as stated under GCC Clause 42.1(d),the Purchaser shall,
(a) terminate the Supplier's employment under the Contract and
cancel the contract, after giving 14 days notice to the Supplier
and the provisions of Clause 42 shall apply as if such expulsion
had been made under Sub-Clause 42.1
(b) declare, at its discretion, the concerned Person to be ineligible
to participate in further Procurement proceedings, either
indefinitely or for a specific period of time.
43. Termination for 43.1 The Purchaser shall terminate this Contract if the Supplier is declared
insolvency bankrupt or insolvent as determined with finality by a court of competent
jurisdiction. In this event, termination will be without compensation to the
Supplier, provided that such termination will not prejudice or affect any
right of action or remedy which has accrued or will accrue thereafter to
the Purchaser and/or the Supplier.
44. Termination for 44.1 The Purchaser, by written notice sent to the supplier, may terminate this
Convenience Contract, in whole or in part, at any time for its convenience. The notice
of termination shall specify that the termination is for the Purchaser’s
convenience, the extent to which performance of the supplier under the
contract is terminated, and the date upon which such termination
becomes effective.
44.2 Any of the following circumstances may constitute sufficient grounds to

terminate a contract for conveniences :
(a) If Physical and economic conditions have significantly changed
so as to render the contract no longer economically, financially or
technically feasible, as determined by the Head of Purchaser;
(b) The Head of Purchaser has determined the existences of
conditions that make contract implementation impractical and/or
unnecessary, such as, but not limited to , fortuitous event/s,
change in laws and government policies;
(c) Funding for the contract has been withheld or reduced;
(d) Any circumstances analogous to the foregoing.
44.3 The GOODS that have been delivered and/or performed or are ready for
delivery or performance within thirty (30) calendar days after the
Supplier’s receipt of Notice to Terminate shall be accepted by the
Purchaser at the contract terms and prices. For GOODS not yet
performed and/or ready for delivery, the Purchaser may elect:
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(a) to have any portion delivered and/or performed and paid at the
contract terms and prices; and/or
(b) to cancel the remainder and pay to the Supplier an agreed
amount for partially completed and/or performed goods and for
materials and parts previously procured by the Supplier.
45. Procedures for 45.1 The following provisions shall govern the procedures for termination of
Termination of this Contract as stated under GCC Clauses 42,43 and 44:
Contracts
(a) Upon receipt of a written report of acts or causes which may
constitute ground(s) for termination as aforementioned, or upon
its own initiative, the Purchaser shall, within a period of seven
(7) calendar days, verify the existence of such ground(s) and
cause the execution of a Verified Report, with all relevant
evidence attached;
(b) Upon recommendation by the Purchaser, the Head of the
Purchaser shall terminate this Contract only by a written notice
to the Supplier conveying the termination of this Contract. The
notice shall state:
i. that this Contract is being terminated for any of the
ground(s) afore-mentioned, and a statement of the acts
that constitute the ground(s) constituting the same;
ii. the extent of termination, whether in whole or in part;
iii. an instruction to the Supplier to show cause as to why this
Contract should not be terminated; and
iv. special instructions of the Purchaser, if any.
(c) The Notice to Terminate shall be accompanied by a copy of the

Verified Report;
(d) Within a period of seven (7) calendar days from receipt of the
Notice of Termination, the Supplier shall submit to the Head of
the Purchaser a verified position paper stating why this Contract
should not be terminated. If the Supplier fails to show cause
after the lapse of the seven (7) day period, either by inaction or
by default, the Head of the Purchaser shall issue an order
terminating this Contract;
(e) The Purchaser may, at anytime before receipt of the Supplier’s

verified position paper, withdraw the Notice to Terminate if it is
determined that certain items or works subject of the notice had
been completed, delivered, or performed before the Supplier’s
receipt of the notice;
(f) Within a non-extendible period of ten (10) calendar days from

receipt of the verified position paper, the Head of the Purchaser
shall decide whether or not to terminate this Contract. It shall
serve a written notice to the Supplier of its decision and, unless
otherwise provided, this Contract is deemed terminated from
receipt of the Supplier of the notice of decision. The termination
shall only be based on the ground(s) stated in the Notice to
Terminate; and
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(g) The Head of the Purchaser may create a Contract Termination

Review Committee (CTRC) to assist him in the discharge of this
function. All decisions recommended by the CTRC shall be
subject to the approval of the Head of the Purchaser.
46. Contract 46.1 Subject to applicable laws, no variation in or modification of the terms
Amendment of this Contract shall be made except by written amendment signed
by the parties.
46.2 The Purchaser, in accordance with their Delegation of Financial

Powers, as required, may amend the Contract to reflect the changes
introduced to the Original terms and Conditions of the Contract.
47. Settlement of 47.1 Amicable Settlement:

Disputes
(a) The Purchaser and the Supplier shall use their best efforts to
settle amicably all disputes arising out of or in connection with
this Contract or its interpretation.
47.2 Adjudication
(a) If the Supplier /Purchaser believe that amicable settlement of
dispute is not possible between the two parties, the dispute
shall be refereed to the Adjudicator within fourteen (14) days
of first written correspondence on the matter of disagreement;
(b) The Adjudicator named in the PCC is jointly appointed by the
parties. In case of disagreement between the parties, the
Appointing Authority designated in the PCC shall appoint the
Adjudicator within fourteen (14) days of receipt of a request
from either party;
(c) The Adjudicator shall give its decision in writing to both parties
within twenty-eight (28) days of a dispute being referred to it;
(d) The supplier shall make all payments (fees and reimbursable
expenses) to the Adjudicator, and the Purchaser shall
reimburse half of these fees through the regular progress
payments;
(e) Should the Adjudicator resign or die, or should the Purchaser
and the Supplier agree that the Adjudicator is not functioning
in accordance with the provisions of the Contract; a new
Adjudicator will be jointly appointed by the Purchaser and the
Supplier. In case of disagreement between the Purchaser and
the Supplier the Adjudicator shall be designated by the
Appointing Authority designated in the PCC at the request of
either party, within fourteen (14) days of receipt of a request
from either party.
47.3 Arbitration
(a) If the Parties are unable to reach a settlement under GCC
Clause 47.1(a) within twenty-eight (28) days of the first written
correspondence on the matter of disagreement, then either
Party may give notice to the other party of its intention to
commence arbitration in accordance with GCC Sub-Clause
47.3(b);
(b) The arbitration shall be conducted in accordance with the rules
of procedure specified in the PCC.
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Annexure-II: Additional Information related to

General Condition of Contract
Annexure-II is also Integral part of this Tender Document
1. Definitions 1.1 The following words and expressions shall have the meanings hereby assigned
them:
“year” means 365 days.
“month” means calendar month.
“Party” means the Purchaser or the Contractor, as the context requires.
“Contractor” means the EPC Contractor (The person(s) named as Contractor in the
Contract Agreement, and includes the legal successors or permitted assigns of the
Contractor.
“Contractor’s Representative” means any person nominated by the Contractor and
approved by the Purchaser hereof to perform the duties delegated by the Contractor.
“Construction Manager” means the person appointed by the Contractor/ Contractor’s
Representative in the manner provided in Annexure-II Sub-clause 10.2.4.
“The Bank” means the schedule financial institution(s).
“Facilities” means the Plant to be supplied and installed, as well as all the Installation
Services to be carried out by the Contractor under the Contract.
“Plant” means permanent plant, equipment, machinery, apparatus, articles and
things of all kinds to be provided and incorporated in the Facilities by the Contractor
under the Contract (including the spare parts to be supplied by the Contractor) under
Annexure-II Sub-clause 3.3, but does not include Contractor’s Equipment.
“Installation Services” means all those services ancillary to the supply of the Plant for
the Facilities, to be provided by the Contractor under the Contract, such as
transportation and provision of marine or other similar insurance, inspection,
expediting, site preparation works (including the provision and use of Contractor’s
Equipment and the supply of all construction materials required), installation, testing,
Pre-commissioning, commissioning, operations, maintenance, the provision of
operations and maintenance manuals, training, etc. as the case may require.
“Contractor’s Equipment” means all facilities, equipment, machinery, tools,
apparatus, appliances, or things of every kind required in or for installation,
completion and maintenance of Facilities that are to be provided by the Contractor,
but does not include Plant, or other things intended to form or forming part of the
Facilities.
“Effective Date” means the date of fulfillment of all conditions stated in Article 3
(Effective Date) of the Contract Agreement, upon which the period until the Time for
Completion shall be counted from.
“Time for Completion” means the time within which Completion of the Facilities as a
whole (or of a part of the Facilities where a separate Time for Completion of such
part has been prescribed) is to be attained, as referred to in Annexure-II Clause 4
and in accordance with the relevant provisions of the Contract.
“Completion” means that the Facilities (or a specific part thereof where specific parts
are specified in the Contract) have been completed operationally and structurally and
put in a tight and clean condition, that all work in respect of Pre-commissioning of the
Facilities or such specific part thereof has been completed, and that the Facilities or
specific part thereof are ready for Commissioning as provided in Annexure-II Clause
17 (Completion) hereof.
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“Pre-commissioning” means the testing, checking and other requirements specified
in the Purchaser’s Requirements that are to be carried out by the Contractor in
preparation for Commissioning as provided in Annexure-II Clause 17 (Completion)
hereof.
“Commissioning” means operation of the Facilities or any part thereof by the Contractor
following Completion, which operation is to be carried out by the Contractor as provided
in Annexure-II Sub-clause 17.1 (Commissioning) hereof, for the purpose of carrying out
Guarantee Test(s).
“Dispute Board” means the person or persons named as such in the PCC appointed
by agreement between the Purchaser and the Contractor to make a decision on or
to settle any dispute or difference between the Purchaser and the Contractor referred
to him or her by the parties pursuant to Annexure-II Sub-clause 38.1 (Dispute Board).
“Guarantee Test(s)” means the test(s) specified in the Purchaser’s Requirements to
be carried out to ascertain whether the Facilities or a specified part thereof is able to
attain the Functional Guarantees specified in the Appendix (Functional Guarantees)
to the Contract Agreement in accordance with the provisions of Annexure-II Sub-
clause 18.2 (Guarantee Test) hereof.
“Operational Acceptance” means the acceptance by the Purchaser of the Facilities
(or any part of the Facilities where the Contract provides for acceptance of the
Facilities in parts), which certifies the Contractor’s fulfillment of the Contract in respect
of Functional Guarantees of the Facilities (or the relevant part thereof) in accordance
with the provisions of Annexure-II Clause 21 (Functional Guarantee) hereof and shall
include deemed acceptance in accordance with Annexure-II Clause 25
(Commissioning and Operational Acceptance) hereof.
“Defect Liability Period” means the period of validity of the warranties given by the
Contractor commencing at Completion of the Facilities or a part thereof, during which
the Contractor is responsible for defects with respect to the Facilities (or the relevant
part thereof) as provided in Annexure-II Clause 20 (Defect liability) hereof.
2. Interpretation 2.1 Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term
and the rights and obligations of parties thereunder shall be as prescribed by
Incoterms.
“Incoterms” means international rules for interpreting trade terms published by the
International Chamber of Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris,
France.
3. Scope of 3.1 Unless otherwise expressly limited in the Purchaser’s Requirements, the
Facilities Contractor’s obligations cover the provision of all Plant 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 the installation, completion, and
commissioning of the Facilities in accordance with the plans, procedures,
specifications, drawings, codes, and any other documents as specified in the section
Purchaser’s Requirements. Such specifications include, but are not limited to, the
provision of supervision and engineering services; the supply of labor, materials,
equipment, spare parts (as specified in Annexure-II Sub-clause 3.3 below) and
accessories; Contractor’s Equipment; construction utilities and supplies; temporary
materials, structures, and facilities; transportation (including, without limitation,
unloading and hauling to, from and at the Site); and storage, except for those
supplies, works, and services that will be provided or performed by the Purchaser,
as set forth in the Appendix (Scope of Works and Supply by the Purchaser) to the
Contract Agreement.
3.2 The Contractor shall, unless specifically excluded in the Contract, perform all such
work and/or supply all such items and materials not specifically mentioned in the
Contract but that can be reasonably inferred from the Contract as being required for
attaining Completion of the Facilities as if such work and/or items and materials were
expressly mentioned in the Contract.
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3.3 In addition to the supply of Mandatory Spare Parts included in the Contract, the
Contractor agrees to supply spare parts required for the operation and maintenance
of the Facilities for the period specified in the PCC and the provisions, if any,
specified in the PCC. However, the identity, specifications, and quantities of such
spare parts and the terms and conditions relating to the supply thereof are to be
agreed between the Purchaser and the Contractor, and the price of such spare parts
shall be that given in Price Schedule No. 3F, which shall be added to the Contract
Price. The price of such spare parts shall include the purchase price therefore and
other costs and expenses (including the Contractor’s fees) relating to the supply of
spare parts.
4. Time for 4.1 The Contractor shall commence work on the Facilities within the period specified in
Commencement the PCC and without prejudice to Annexure-II Sub-clause 19.2 hereof, the
and Completion Contractor shall thereafter proceed with the Facilities in accordance with the time
schedule specified in the Appendix 4 (Time Schedule) to the Contract Agreement.
4.2 The Contractor shall attain Completion of the Facilities or of a part where a separate
time for Completion of such part is specified in the Contract, within the time stated in
the PCC or within such extended time to which the Contractor shall be entitled under
Annexure-II Clause 33 hereof.
5. Contractor’s 5.1 The Contractor shall design, manufacture, including associated purchases and/or
Responsibilities subcontracting, install, and complete the Facilities in accordance with the Contract.
When completed, the Facilities should be fit for the purposes for which they are
intended as defined in the Contract.
5.2 The Contractor confirms that it has entered into this Contract on the basis of a proper
examination of the data relating to the Facilities, including any data as to boring tests
provided by the Purchaser, and on the basis of information that the Contractor could
have obtained from a visual inspection of the Site if access thereto was available and
of other data readily available to it relating to the Facilities as of the date 28 days
prior to Tender submission. The Contractor acknowledges that any failure to acquaint
itself with all such data and information shall not relieve its responsibility for properly
estimating the difficulty or cost of successfully performing the Facilities.
5.3 The Contractor shall acquire and pay for all permits, approvals, and/or licenses from
all local, state, or national government authorities or public service undertakings in
the country where the Site is located, which such authorities or undertakings require
the Contractor to obtain in its name and which are necessary for the performance of
the Contract, including, without limitation, visas for the Contractor’s and
Subcontractor’s personnel and entry permits for all imported Contractor’s Equipment.
The Contractor shall acquire all other permits, approvals, and/or licenses that are not
the responsibility of the Purchaser and that are necessary for the performance of the
Contract.
5.4 The Contractor shall comply with all laws in force in the country where the Facilities
are to be implemented. The laws will include all local, state, national, or other laws
that affect the performance of the Contract and bind upon the Contractor. The
Contractor shall indemnify and hold harmless the Purchaser from and against any
and all liabilities, damages, claims, fines, penalties, and expenses of whatever nature
arising or resulting from the violation of such laws by the Contractor or its personnel,
including the Subcontractors and their personnel, but without prejudice.
5.5 Any plant and services that will be incorporated in or be required for the Facilities and other
supplies shall have their origin as specified under GCC Clause 6.3 (Country of Origin). Any
Subcontractors retained by the Contractor shall be from a country as specified in GCC
Clause 6.3 (Country of Origin).
5.6 The Contractor shall permit Employer’s Bank to inspect the Contractor’s accounts
and records relating to the performance of the Contractor and to have them audited
by auditors appointed by Employer’s Bank if so required by Employer’s Bank.
5.7 If the Contractor is a joint venture or consortium of two or more persons, all such
persons shall be jointly and severally bound to the Purchaser for the fulfillment of the
provisions of the Contract and shall designate one of such persons to act as a leader
with authority to bind the joint venture or consortium. The composition or the
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constitution of the joint venture or consortium shall not be altered without the prior
consent of the Purchaser.
5.8 Protection of the Environment
(a) The Contractor shall take all reasonable steps to protect the environment (both
on and off the Site) and to limit damage and nuisance to people and property
resulting from pollution, noise, and other results of his operations.
(b) The Contractor shall ensure that emissions, surface discharges, and effluent
from the Contractor’s activities shall not exceed the values stated in the
Specification or prescribed by applicable Laws.
6. Purchaser’s 6.1 All information and/or data to be supplied by the Purchaser as described in the
Responsibilities Appendix (Scope of Works and Supply by the Purchaser) to the Contract Agreement
shall be deemed to be accurate, except when the Purchaser expressly states
otherwise.
6.2 The Purchaser shall be responsible for acquiring and providing legal and physical
possession of the Site and access thereto, and for providing possession of and
access to all other areas reasonably required for the proper execution of the
Contract, including all requisite rights of way, as specified in the Appendix (Scope of
Works and Supply by the Purchaser) to the Contract Agreement. The Purchaser shall
give full possession of and accord all rights of access thereto on or before the date(s)
specified in that Appendix.
6.3 The Purchaser shall acquire and pay for all permits, approvals, and/or licenses from
all local, state, or national government authorities, or public service undertakings in
the country where the Site is located which (a) such authorities or undertakings
require the Purchaser to obtain in the Purchaser’s name, (b) are necessary for the
execution of the Contract, including those required for the performance by both the
Contractor and the Purchaser of their respective obligations under the Contract, and
(c) are specified in the Appendix (Scope of Works and Supply by the Purchaser) to
the Contract Agreement.
6.4 If requested by the Contractor, the Purchaser shall use its best endeavors to assist
the Contractor in obtaining in a timely and expeditious manner all permits, approvals,
and/or licenses necessary for the execution of the Contract from all local, state, or
national government authorities, or public service undertakings that such authorities
or undertakings require the Contractor or Subcontractors or the personnel of the
Contractor or Subcontractors, as the case may be, to obtain.
6.5 Unless otherwise specified in the Contract or agreed upon by the Purchaser and the
Contractor, the Purchaser shall provide sufficient, properly qualified operating and
maintenance personnel; shall supply and make available all raw materials, utilities,
lubricants, chemicals, catalysts, other materials and facilities; and shall perform all
work and services of whatsoever nature, including those required by the Contractor
to properly carry out Pre-commissioning, Commissioning, and Guarantee Tests, all
in accordance with the provisions of the Appendix (Scope of Works and Supply by
the Purchaser) to the Contract Agreement at or before the time specified in the
program furnished by the Contractor and in the manner There upon specified or as
otherwise agreed upon by the Purchaser and the Contractor.
6.6 The Purchaser shall be responsible for the continued operation of the Facilities after
Completion, in accordance with Annexure-II Sub-clause 17.8, and shall be
responsible for facilitating the Guarantee Test(s) for the Facilities, in accordance with
Annexure-II Sub-clause 18.2.
6.7 All costs and expenses involved in the performance of the obligations under this
Annexure-II Clause 6 shall be the responsibility of the Purchaser, except those
incurred by the Contractor with respect to the performance of Guarantee Tests, in
accordance with Annexure-II Sub-clause 18.2.
6.8 In the event that the Purchaser shall be in breach of any of his obligations imposed
by the Contract, then the additional cost reasonably incurred by the Contractor in
consequence thereof shall be added to the Contract Price.
7. Securities 7.1 Issuance of Securities
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The Contractor shall provide the securities specified below in favor of the Purchaser
at the times, and in the amount, manner, and form specified below.
7.2 Advance Payment Security
7.2.1 The Contractor shall, within 28 days of the notification of contract award,
provide a security in an amount equal to the advance payment calculated in
accordance with the Appendix (Terms and Procedures of Payment) to the
Contract Agreement, and in the same currency or currencies.
7.2.2 The security shall be in the form provided in the Tender Documents or in
another form acceptable to the Purchaser. The amount of the security shall
be reduced in proportion to the value of the Facilities executed by and paid
to the Contractor from time to time, and shall automatically become null and
void when the full amount of the advance payment has been recovered by
the Purchaser. The security shall be returned to the Contractor immediately
after its expiration.
7.3 Performance Security
7.3.1 The Contractor shall, within 28 days of the notification of contract award,
provide a security for the due performance of the Contract in the amount
specified in the PCC.
7.3.2 The security shall be denominated in the currency or currencies of the

Contract, or in a freely convertible currency acceptable to the Purchaser, and
shall be in one of the forms of bank guarantees provided in the Tender
Documents, as stipulated by the Purchaser in the PCC, or in another form
acceptable to the Purchaser.
7.3.3 Unless otherwise specified in the PCC, the security shall be reduced by half
on the date of the Operational Acceptance. The Security shall become null
and void, or shall be reduced pro rata to the Contract Price of a part of the
Facilities for which a separate Time for Completion is provided, 540 days
after Completion of the Facilities or 365 days after Operational Acceptance
of the Facilities, whichever occurs first; provided, however, that if the Defects
Liability Period has been extended on any part of the Facilities pursuant to
Annexure-II Sub-clause 20.8 hereof, the Contractor shall issue an additional
security in an amount proportionate to the Contract Price of that part. The
security shall be returned to the Contractor immediately after its expiration,
provided, however, that if the Contractor, pursuant to Annexure-II Sub-
clause 20.10, is liable for an extended defect liability obligation, the
performance security shall be extended for the period and up to the amount
specified in the PCC.
8. License/Use of 8.1 For the operation and maintenance of the Plant, the Contractor hereby grants a
Technical non-exclusive and nontransferable license (without the right to sublicense) to the
Information Purchaser under the patents, utility models, or other industrial property rights
owned by the Contractor or by a third party from whom the Contractor has received
the right to grant licenses thereunder, and shall also grant to the Purchaser a
nonexclusive and nontransferable right (without the right to sublicense) to use the
know-how and other technical information disclosed to the Purchaser under the
Contract. Nothing contained herein shall be construed as transferring ownership of
any patent, utility model, trademark, design, copyright, know-how, or other
intellectual property right from the Contractor or any third party to the Purchaser.
9. Confidential 9.1 The Purchaser and the Contractor shall keep confidential and shall not, without the
Information 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 in
connection with the Contract, whether such information has been furnished prior to,
during, or following termination of the Contract. Notwithstanding the above, the
Contractor may furnish to its Subcontractor(s) such documents, data, and other
information it receives from the Purchaser to the extent required for the
Subcontractor(s) to perform its work under the Contract, in which event the
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Contractor shall obtain from such Subcontractor(s) an undertaking of confidentiality
similar to that imposed on the Contractor under this Annexure-II Clause 9.
9.2 The Purchaser shall not use such documents, data, and other information received
from the Contractor for any purpose other than the operation and maintenance of
the Facilities. Similarly, the Contractor shall not use such documents, data, and other
information received from the Purchaser for any purpose other than the design,
procurement of Plant, construction, or such other work and services as are required
for the performance of the Contract.
9.3 The obligation of a party under Annexure-II Sub-clauses 9.1 and 9.2 above,
however, shall not apply to that information, which
(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 disclosure
and which was not previously obtained, directly or indirectly, from the other
party hereto; and
(c) otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
9.4 The above provisions of this Annexure-II Clause 9 shall not in any way modify any
undertaking of confidentiality given by either of the parties hereto prior to the date of
the Contract in respect of the Facilities or any part thereof.
9.5 The provisions of this Annexure-II Clause 9 shall survive termination, for whatever
reason, of the Contract.
10. Representatives 10.1 Project Director

If the Project Director is not named in the Contract, then within 14 days of the
Effective Date, the Purchaser shall appoint and notify the Contractor in writing of the
name of the Project Director. The Purchaser may from time to time appoint some
other person as the Project Director in place of the person previously so appointed,
and shall give notice of the name of such other person to the Contractor without
delay. No such appointment shall be made at such a time or in such a manner as
to impede the progress of work on the Facilities. Such appointment shall only take
effect upon receipt of such notice by the Contractor. The Project Director shall
represent and act for the Purchaser at all times during the performance of the
Contract. All notices, instructions, orders, certificates, approvals, and all other
communications under the Contract shall be given by the Project Director, except
as herein otherwise provided.
All notices, instructions, information, and other communications given by the
Contractor to the Purchaser under the Contract shall be given to the Project Director,
except as herein otherwise provided.
10.2 Contractor’s Representative and Construction Director

10.2.1 If the Contractor’s Representative is not named in the Contract, then within
14 days of the Effective Date, the Contractor shall appoint the Contractor’s
Representative and shall request the Purchaser in writing to approve the
person so appointed. If the Purchaser makes no objection to the
appointment within 14 days, the Contractor’s Representative shall be
deemed to have been approved. If the Purchaser objects to the appointment
within 14 days giving the reason therefor, then the Contractor shall appoint
a replacement within 14 days of such objection, and the foregoing provisions
of this Annexure-II Sub-clause 10.2.1 shall apply thereto.
10.2.2 The Contractor’s Representative shall represent and act for the Contractor
at all times during the performance of the Contract and shall give to the
Project Director all the Contractor’s notices, instructions, information, and all
other communications under the Contract.
All notices, instructions, information, and all other communications given by
the Purchaser or the Project Director to the Contractor under the Contract
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shall be given to the Contractor’s Representative or, in its absence, its
deputy, except as herein otherwise provided.
The Contractor shall not revoke the appointment of the Contractor’s
Representative without the Purchaser’s prior written consent, which shall not
be unreasonably withheld. If the Purchaser consents thereto, the Contractor
shall appoint some other person as the Contractor’s Representative,
pursuant to the procedure set out in Annexure-II Sub-clause 10.2.1.
10.2.3 The Contractor’s Representative may, subject to the approval of the
Purchaser which shall not be unreasonably withheld, at any time delegate to
any person any of the powers, functions and authorities vested in him or her.
Any such delegation may be revoked at any time. Any such delegation or
revocation shall be subject to a prior notice signed by the Contractor’s
Representative, and shall specify the powers, functions, and authorities
thereby delegated or revoked. No such delegation or revocation shall take
effect unless and until a copy thereof has been delivered to the Purchaser
and the Project Director.
Any act or exercise by any person of powers, functions and authorities so
delegated to him or her in accordance with this Annexure-II Sub-clause
10.2.3 shall be deemed to be an act or exercise by the Contractor’s
Representative.
10.2.4 From the commencement of installation of the Facilities at the Site until
Completion, the Contractor’s Representative shall appoint a suitable person
as the Construction Director. The Construction Director shall supervise all
work done at the Site by the Contractor and shall be present at the Site
throughout normal working hours except when on leave, sick, or absent for
reasons connected with the proper performance of the Contract. Whenever
the Construction Director is absent from the Site, the Contractor’s
Representative or the Construction Director shall appoint a suitable person
to act as the Construction Director’s deputy.
10.2.5 The Purchaser may by notice to the Contractor object to any representative
or person employed by the Contractor in the execution of the Contract who,
in the reasonable opinion of the Purchaser, may behave inappropriately, may
be incompetent or negligent, or may commit a serious breach of the Site
regulations provided under Annexure-II Sub-clause 15.4. The Purchaser
shall provide evidence of the same, whereupon the Contractor shall remove
such person from the Facilities.
10.2.6 If any representative or person employed by the Contractor is removed in
accordance with Annexure-II Sub-clause 10.2.5, the Contractor shall,
where required, promptly appoint a replacement.
11. Work Program 11.1 Contractor’s Organization

The Contractor shall supply to the Purchaser and the Project Director a chart
showing the proposed organization to be established by the Contractor for carrying
out work on the Facilities within 21 days of the Effective Date. The chart shall include
the identities of the key personnel, and the curricula vitae of such key personnel to
be employed shall be supplied together with the chart. The Contractor shall
promptly inform the Purchaser and the Project Director in writing of any revision or
alteration of such an organization chart.
11.2 Program of Performance
Within 28 days after the Effective Date, the Contractor shall submit to the Project
Director a detailed program of performance of the Contract, made in a form
acceptable to the Project Director and showing the sequence in which it proposes
to design, manufacture, transport, assemble, install, and pre-commission the
Facilities, as well as the date by which the Contractor reasonably requires that the
Purchaser shall have fulfilled its obligations under the Contract so as to enable the
Contractor to execute the Contract in accordance with the program and to achieve
Completion, Commissioning, and Acceptance of the Facilities in accordance with
the Contract. The program so submitted by the Contractor shall accord with the
Time Schedule included in the Appendix (Time Schedule) to the Contract
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Agreement and any other dates and periods specified in the Contract. The
Contractor shall update and revise the program as and when appropriate or when
required by the Project Director, but without modification in the Times for Completion
given in the PCC and any extension granted in accordance with Annexure-II
Clause 33, and shall submit all such revisions to the Project Director/Project
Director.
11.3 Progress Report
The Contractor shall monitor progress of all the activities specified in the program
referred to in Annexure-II Sub-clause 11.2 above, and supply a progress report
to the Project Director every month.
The progress report shall be in a form acceptable to the Project Director/Project
Director and shall indicate: (a) percentage completion achieved compared with the
planned percentage completion for each activity; and (b) where any activity is behind
the program, giving comments and likely consequences and stating the corrective
action being taken.
11.4 Progress of Performance

If at any time the Contractor’s actual progress falls behind the program referred to
in Annexure-II Sub-clause 11.2, or it becomes apparent that it will so fall behind,
the Contractor shall, at the request of the Purchaser or the Project Director, prepare
and submit to the Project Director a revised program, taking into account the
prevailing circumstances, and shall notify the Project Director of the steps being
taken to expedite progress so as to attain Completion of the Facilities within the
Time for Completion under Annexure-II Sub-clause 4.2, any extension thereof
entitled under Annexure-II Sub-clause 33.1, or any extended period as may
otherwise be agreed upon between the Purchaser and the Contractor.
11.5 Procedures
The Contract shall be executed in accordance with the Contract Documents
including the procedures given in the Forms and Procedures of the Purchaser’s
Requirements.
The Contractor may execute the Contract in accordance with its own standard
project execution plans and procedures to the extent that they do not conflict with
the provisions contained in the Contract.
12.Subcontracting 12.1 The Appendix 5 (List of Major Items of Plant and Services and List of Approved
Subcontractors) to the Contract Agreement specifies major items of plant
and services and a list of approved Subcontractors against each item,
including manufacturers. Insofar as no Subcontractors are listed against any
such item, the Contractor shall prepare a list of Subcontractors for such item
for inclusion in such list. The Contractor may from time to time propose any
addition to or deletion from any such list. The Contractor shall submit any
such list or any modification thereto to the Purchaser for its approval in
sufficient time so as not to impede the progress of work on the Facilities.
Such approval by the Purchaser for any of the Subcontractors shall not
relieve the Contractor from any of its obligations, duties, or responsibilities
under the Contract.
12.2 The Contractor shall select and employ its Subcontractors for such major
items from those listed in the lists referred to in Annexure-II Sub-clause 12.1.
12.3 For items or parts of the Facilities not specified in the Appendix (List of Major
Items of Plant and Services and List of Approved Subcontractors for Major
Items) to the Contract Agreement, the Contractor may employ such
Subcontractors as it may select, at its discretion.
12.4 Each subcontract shall include provisions which would entitle the Purchaser
to require the sub-contract to be assigned to the Purchaser under Annexure-
II 12.5 (if and when applicable), or in event of termination by the Purchaser
under Annexure-II Clause 35.2.
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12.5 If a Sub-contractor's obligations extend beyond the expiry date of the
relevant Defects Liability Period and the Project Director, prior to that date,
instructs the Contractor to assign the benefits of such obligations to the
Purchaser, then the Contractor shall do so.
13. Design and 13.1 Specifications and Drawings

Engineering
The Contractor shall execute the basic and detailed design and the engineering work
in compliance with the provisions of the Contract, or where not so specified, in
accordance with good engineering practice.
The Contractor shall be responsible for any discrepancies, errors, or omissions in the
specifications, drawings, and other technical documents that it has prepared, whether
such specifications, drawings, and other documents have been approved by the Project
Director or not, provided that such discrepancies, errors, or omissions are not because
of inaccurate information furnished in writing to the Contractor by or on behalf of the
Purchaser.
13.2 Approval/Review of Technical Documents by Project Director

13.2.1 The Contractor shall prepare or cause its Subcontractors to prepare, and
furnish to the Project Director the documents listed in the Appendix (List of
Documents for Approval or Review) to the Contract Agreement for its
approval or review as specified and in accordance with the requirements of
Annexure-II Sub-clause 11.2 (Program of Performance).
Any part of the Facilities covered by or related to the documents to be
approved by the Project Director shall be executed only after the Project
Director’s approval thereof.
Annexure-II Sub-clauses 13.2.2 through 13.2.7 shall apply to those
documents requiring the Project Director’s approval, but not to those
furnished to the Project Director for its review only.
13.2.2 Within 14 days after receipt by the Project Director of any document requiring
the Project Director’s approval in accordance with Annexure-II Sub-clause
13.2.1, the Project Director shall either return one copy thereof to the
Contractor with its approval endorsed thereon or shall notify the Contractor
in writing of its disapproval thereof and the reasons therefor and the
modifications that the Project Director proposes.
If the Project Director fails to take such action within the said 14 days, then
the said document shall be deemed to have been approved by the Project
Director.
13.2.3 The Project Director shall not disapprove any document, except on the
grounds that the document does not comply with the Contract or that it is
contrary to good engineering practice. If the Project Director disapproves a
document, he shall specify the reasons for his decision.
13.2.4 If the Project Director disapproves the document, the Contractor shall modify
the document and resubmit it for the Project Director’s approval in
accordance with Annexure-II Sub-clause 13.2.2. If the Project Director
approves the document subject to modification(s), the Contractor shall make
the required modification(s), whereupon the document shall be deemed to
have been approved.
13.2.5 If any dispute or difference occurs between the Purchaser and the Contractor
in connection with or arising out of the disapproval by the Project Director of
any document and/or any modification(s) thereto that cannot be settled
between the parties within a reasonable period, then such dispute or
difference may be referred to an Dispute Board for determination in
accordance with Annexure-II Sub-clause 38.2 hereof. If such dispute or
difference is referred to an Dispute Board, the Project Director shall give
instructions as to whether and, if so, how, performance of the Contract is to
proceed. The Contractor shall proceed with the Contract in accordance with
the Project Director’s instructions, provided that if the Dispute Board upholds
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the Contractor’s view on the dispute and if the Purchaser has not given notice
under Annexure-II Sub-clause 38.3 hereof, then the Contractor shall be
reimbursed by the Purchaser for any additional costs incurred by reason of
such instructions and shall be relieved of such responsibility or liability in
connection with the dispute and the execution of the instructions as the
Dispute Board shall decide, and the Time for Completion shall be extended
accordingly.
13.3.6 The Project Director’s approval, with or without modification of the document
furnished by the Contractor, shall not relieve the Contractor of any
responsibility or liability imposed upon it by any provisions of the Contract
except to the extent that any subsequent failure results from modifications
required by the Project Director.
13.2.7 The Contractor shall not depart from any approved document unless the
Contractor has first submitted to the Project Director an amended document
and obtained the Project Director’s approval thereof, pursuant to the
provisions of this Annexure-II Sub-clause 13.2.
If the Project Director requests any change in any already approved
document and/or in any document based thereon, the provisions of
Annexure-II Clause 32 shall apply to such request.
14. Procurement 14.1 Materials

Subject to Annexure-II Sub-clause 14.2, the Contractor shall procure and transport
all materials in an expeditious and orderly manner to the Site.
14.2 Purchaser-Supplied Materials
If the Appendix (Scope of Works and Supply by the Purchaser) to the Contract
Agreement provides that the Purchaser shall furnish any specific items to the
Contractor, the following provisions shall apply:
14.2.1 The Purchaser shall, at its own risk and expense, transport each item to the
place on or near the Site as agreed upon by the parties and make such item
available to the Contractor at the time specified in the program furnished by
the Contractor, pursuant to Annexure-II Sub-clause 11.2, unless otherwise
mutually agreed.
14.2.2 Upon receipt of such item, the Contractor shall inspect the same visually and
notify the Project Director of any detected shortage, defect, or default. The
Purchaser shall immediately remedy any shortage, defect, or default, or the
Contractor shall, if practicable and possible, at the request of the Purchaser,
remedy such shortage, defect, or default at the Purchaser’s cost and
expense. After inspection, such item shall fall under the care, custody, and
control of the Contractor. The provision of this Annexure-II Sub-clause
14.2.2 shall apply to any item supplied to remedy any such shortage or
default or to substitute for any defective item, or shall apply to defective items
that have been repaired.
14.2.3 The foregoing responsibilities of the Contractor and its obligations of care,
custody, and control shall not relieve the Purchaser of liability for any
undetected shortage, defect, or default, nor place the Contractor under any
liability for any such shortage, defect or default whether under Annexure-II
Clause 20 or under any other provision of Contract.
14.3 Transportation
14.3.1 The Contractor shall at its own risk and expense transport all the materials
and the Contractor’s Equipment to the Site by the mode of transport that the
Contractor judges most suitable under all the circumstances.
14.3.2 Unless otherwise provided in the Contract, the Contractor shall be entitled to
select any safe mode of transport operated by any person to carry the
materials and the Contractor’s Equipment.
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14.3.3 Upon dispatch of each shipment of materials and the Contractor’s
Equipment, the Contractor shall notify the Purchaser by telex, cable,
facsimile, or electronic means, of the description of the materials and of the
Contractor’s Equipment, the point and means of dispatch, and the estimated
time and point of arrival in the country where the Site is located, if applicable,
and at the Site. The Contractor shall furnish the Purchaser with relevant
shipping documents to be agreed upon between the parties.
14.3.4 The Contractor shall be responsible for obtaining, if necessary, approvals
from the authorities for transportation of the materials and the Contractor’s
Equipment to the Site. The Purchaser shall use its best endeavors in a timely
and expeditious manner to assist the Contractor in obtaining such approvals,
if requested by the Contractor. The Contractor shall indemnify and hold
harmless the Purchaser from and against any claim for damage to roads,
bridges, or any other traffic facilities that may be caused by the transport of
the materials and the Contractor’s Equipment to the Site.
14.4 Customs Clearance
The Contractor shall, at its own expense, handle all imported materials and
Contractor’s Equipment at the point(s) of import and shall handle any formalities for
customs clearance, subject to the Purchaser’s obligations under Annexure-II Sub-
clause 14.2, provided that if applicable laws or regulations require any application
or act to be made by or in the name of the Purchaser, the Purchaser shall take all
necessary steps to comply with such laws or regulations. In the event of delays in
customs clearance that are not the fault of the Contractor, the Contractor shall be
entitled to an extension in the Time for Completion, pursuant to Annexure-II Clause
33.
15. Installation 15.1 Setting Out/Supervision

15.1.1 Benchmark
(a) The Contractor shall be responsible for the true and proper setting-out
of the Facilities in relation to bench marks, reference marks, and lines
provided to it in writing by or on behalf of the Purchaser.
(b) If, at any time during the progress of installation of the Facilities, any
error shall appear in the position, level, or alignment of the Facilities,
the Contractor shall forthwith notify the Project Director of such error
and, at its own expense, immediately rectify such error to the
reasonable satisfaction of the Project Director. If such error is based
on incorrect data provided in writing by or on behalf of the Purchaser,
the expense of rectifying the same shall be borne by the Purchaser.
15.1.2 Contractor’s Supervision
The Contractor shall give or provide all necessary superintendence during
the installation of the Facilities, and the Construction Director or its deputy
shall be constantly on the Site to provide full-time superintendence of the
installation. The Contractor shall provide and employ only technical
personnel who are skilled and experienced in their respective callings and
supervisory staff who are competent to adequately supervise the work at
hand.
15.2 Labor
15.2.1 Engagement of Staff and Labor
(a) Except as otherwise stated in the Specification, the Contractor shall
make arrangements for the engagement of all staff and labor, local or
otherwise, and for their payment, housing, feeding, and transport.
(b) The Contractor shall provide and employ on the Site in the installation
of the Facilities such skilled, semi-skilled, and unskilled labor as is
necessary for the proper and timely execution of the Contract. The
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Contractor is encouraged to use local labor that has the necessary
skills.
(c) The Contractor shall be responsible for obtaining all necessary
permit(s) and/or visa(s) from the appropriate authorities for the entry of
all labor and personnel to be employed on the Site into the country
where the Site is located. The Purchaser will, if requested by the
Contractor use his best endeavors in a timely and expeditious manner
to assist the Contractor in obtaining any local, state, national, or
government permission required for bringing in the Contractor’s
personnel.
(d) The Contractor shall at its own expense provide the means of
repatriation to all of its and its Subcontractor’s personnel employed on
the Contract at the Site to the place where they were recruited or to
their domicile. It shall also provide suitable temporary maintenance of
all such persons from the cessation of their employment on the
Contract to the date programmed for their departure. In the event that
the Contractor defaults in providing such means of transportation and
temporary maintenance, the Purchaser may provide the same to such
personnel and recover the cost of doing so from the Contractor.
15.2.2 Persons in the Service of Purchaser
The Contractor shall not recruit, or attempt to recruit, staff and labor from
amongst the Purchaser’s Personnel.
15.2.3 Labor Laws
(a) The Contractor shall comply with all the relevant labor Laws applicable
to the Contractor’s Personnel, including Laws relating to their
employment, health, safety, welfare, immigration, and emigration, and
shall allow them all their legal rights.
(b) The Contractor shall at all times during the progress of the Contract
use its best endeavors to prevent any unlawful, riotous, or disorderly
conduct or behavior by or amongst its employees and the labor of its
Subcontractors.
(c) The Contractor shall, in all dealings with its labor and the labor of its
Subcontractors currently employed on or connected with the Contract,
pay due regard to all recognized festivals, official holidays, religious, or
other customs and all local laws and regulations pertaining to the
employment of labor.
15.2.4 Rates of Wages and Conditions of Labor
(a) The Contractor shall pay rates of wages, and observe conditions of labor,
which are not lower than those established for the trade or industry where
the work is carried out. If no established rates or conditions are applicable,
the Contractor shall pay rates of wages and observe conditions which are
not lower than the general level of wages and conditions observed locally
by Purchasers whose trade or industry is similar to that of the Contractor.
(b) The Contractor shall inform the Contractor’s Personnel about their
liability to pay personal income taxes in the Country in respect of such
of their salaries, wages, and allowances as are chargeable under the
Laws for the time being in force, and the Contractor shall perform such
duties in regard to such deductions thereof as may be imposed on him
by such Laws.
15.2.5 Working Hours

(a) No work shall be carried out on the Site on locally recognized days of
rest, or outside the normal working hours stated in the PCC, unless
(i) otherwise stated in the Contract;
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(ii) the Project Director gives consent; or
(iii the work is unavoidable, or necessary for the protection of life or
property or for the safety of the Works, in which case the
Contractor shall immediately advise the Project Director.
(b) If and when the Contractor considers it necessary to carry out work at
night or on public holidays so as to meet the Time for Completion and
requests the Project Director’s consent thereto, the Project Director
shall not unreasonably withhold such consent.
(c) This Sub-clause shall not apply to any work which is customarily
carried out by rotary or double shifts.
15.2.6 Facilities for Staff and Labor
(a) Except as otherwise stated in the Specification, the Contractor shall
provide and maintain all necessary accommodation and welfare
facilities for the Contractor’s Personnel. The Contractor shall also
provide facilities for the Purchaser’s Personnel as stated in the
Specification.
(b) The Contractor shall not permit any of the Contractor’s Personnel to
maintain any temporary or permanent living quarters within the
structures forming part of the Permanent Works.
15.2.7 Health and Safety
(a) The Contractor shall at all times take all reasonable precautions to
maintain the health and safety of the Contractor’s Personnel. In
collaboration with local health authorities, the Contractor shall ensure
that medical staff, first aid facilities, sick bay, and ambulance service
are available at all times at the Site and at any accommodation for
Contractor’s and Purchaser’s Personnel, and that suitable
arrangements are made for all necessary welfare and hygiene
requirements and for the prevention of epidemics.
(b) The Contractor shall appoint an accident prevention officer at the Site,
responsible for maintaining safety and protection against accidents.
This person shall be qualified for this responsibility, and shall have the
authority to issue instructions and take protective measures to prevent
accidents. Throughout the performance of the Contract, the Contractor
shall provide whatever is required by this person to exercise this
responsibility and authority.
(c) The Contractor shall send to the Project Director, details of any
accident as soon as practicable after its occurrence. The Contractor
shall maintain records and make reports concerning health, safety, and
welfare of persons, and damage to property, as the Project Director
may reasonably require.
15.2.8 Funeral Arrangements
In the event of the death of any of the Contractor’s personnel or
accompanying members of their families, the Contractor shall be
responsible for making the appropriate arrangements for their return or
burial, unless otherwise specified in the PCC.
15.2.9 Records of Contractor’s Personnel
The Contractor shall keep accurate records of the Contractor’s personnel,
including the number of each class of Contractor’s Personnel on the Site
and the names, ages, gender, hours worked, and wages paid to all
workers. These records shall be summarized on a monthly basis in a form
approved by the Project Director and shall be available for inspection by
the Project Director until the Contractor has completed all work.
15.2.10 Supply of Foodstuff
The Contractor shall arrange for the provision of a sufficient supply of
suitable food as may be stated in the Specification at reasonable prices for
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the Contractor’s Personnel for the purposes of or in connection with the
Contract.
15.2.11 Supply of Water
The Contractor shall, having regard to local conditions, provide on the Site
an adequate supply of drinking and other water for the use of the
Contractor’s Personnel.
15.2.12 Measures against Insect and Pest Nuisance
The Contractor shall at all times take the necessary precautions to protect
the Contractor’s Personnel employed on the Site from insect and pest
nuisance, and to reduce their danger to health. The Contractor shall comply
with all the regulations of the local health authorities, including use of
appropriate insecticide.
15.2.13 Alcoholic Liquor or Drugs
The Contractor shall not, otherwise than in accordance with the Laws of
the Country, import, sell, give barter, or otherwise dispose of any alcoholic
liquor or drugs, or permit or allow importation, sale, gift barter, or disposal
by Contractor's Personnel.
15.2.14 Arms and Ammunition
The Contractor shall not give, barter, or otherwise dispose of, to any
person, any arms or ammunition of any kind, or allow Contractor's
Personnel to do so.
15.2.15 Prohibition of All Forms of Forced or Compulsory Labor
The contractor shall not employ "forced or compulsory labor" in any form.
"Forced or compulsory labor" consists of all work or service, not voluntarily
performed, that is extracted from an individual under threat of force or
penalty.
15.2.16 Prohibition of Harmful Child Labor
The Contractor shall not employ any child to perform any work that is
economically exploitative, or is likely to be hazardous to, or to interfere with,
the child's education, or to be harmful to the child's health or physical,
mental, spiritual, moral, or social development.
15.3 Contractor’s Equipment
15.3.1 All Contractor’s Equipment brought by the Contractor onto the Site shall be
deemed to be intended to be used exclusively for the execution of the
Contract. The Contractor shall not remove the same from the Site without
the Project Director’s consent that such Contractor’s Equipment is no
longer required for the execution of the Contract.
15.3.2 Unless otherwise specified in the Contract, upon completion of the
Facilities, the Contractor shall remove from the Site all Equipment brought
by the Contractor onto the Site and any surplus materials remaining
thereon.
15.3.3 The Purchaser will, if requested, use its best endeavors to assist the
Contractor in obtaining any local, state or national government permission
required by the Contractor for the export of the Contractor’s Equipment
imported by the Contractor for use in the execution of the Contract that is
no longer required for the execution of the Contract.
15.4 Site Regulations and Safety
The Purchaser and the Contractor shall establish Site regulations setting out the
rules to be observed in the execution of the Contract at the Site and shall comply
therewith. The Contractor shall prepare and submit to the Purchaser, with a copy
to the Project Director, proposed Site regulations for the Purchaser’s approval,
which approval shall not be unreasonably withheld.
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Such Site regulations shall include, but shall not be limited to, rules in respect of
security, safety of the Facilities, gate control, sanitation, medical care, and fire
prevention.
15.5 Opportunities for Other Contractors
15.5.1 The Contractor shall, upon written request from the Purchaser or the
Project Director, give all reasonable opportunities for carrying out the work
to any other contractors employed by the Purchaser on or near the Site.
15.5.2 If the Contractor, upon written request from the Purchaser or the Project
Director, makes available to other contractors any roads or ways the
maintenance for which the Contractor is responsible, permits the use by
such other contractors of the Contractor’s Equipment, or provides any other
service of whatsoever nature for such other contractors, the Purchaser
shall fully compensate the Contractor for any loss or damage caused or
occasioned by such other contractors in respect of any such use or service,
and shall pay to the Contractor reasonable remuneration for the use of such
equipment or the provision of such services.
15.5.3 The Contractor shall also so arrange to perform its work as to minimize, to
the extent possible, interference with the work of other contractors. The
Project Director shall determine the resolution of any difference or conflict
that may arise between the Contractor and other contractors and the
workers of the Purchaser in regard to their work.
15.5.4 The Contractor shall notify the Project Director promptly of any defects in
the other Contractors’ work that come to its notice, and that could affect the
Contractor’s work. The Project Director shall determine the corrective
measures, if any, required to rectify the situation after inspection of the
Facilities. Decisions made by the Project Director shall be binding on the
Contractor.
15.6 Emergency Work
If, by reason of an emergency arising in connection with and during the execution
of the Contract, any protective or remedial work is necessary as a matter of urgency
to prevent damage to the Facilities, the Contractor shall immediately carry out such
work.
If the Contractor is unable or unwilling to do such work immediately, the Purchaser
may do or cause such work to be done as the Purchaser may determine is
necessary in order to prevent damage to the Facilities. In such event the Purchaser
shall, as soon as practicable after the occurrence of any such emergency, notify the
Contractor in writing of such emergency, the work done and the reasons therefor.
If the work done or caused to be done by the Purchaser is work that the Contractor
was liable to do at its own expense under the Contract, the reasonable costs
incurred by the Purchaser in connection therewith shall be paid by the Contractor to
the Purchaser. Otherwise, the cost of such remedial work shall be borne by the
Purchaser.
15.7 Site Clearance
15.7.1 Site Clearance in Course of Performance
In the course of carrying out the Contract, the Contractor shall keep the
Site reasonably free from all unnecessary obstruction, store, or remove any
surplus materials, clear away any wreckage, rubbish, or temporary works
from the Site, and remove any Contractor’s Equipment no longer required
for execution of the Contract.
15.7.2 Clearance of Site after Completion
After Completion of all parts of the Facilities, the Contractor shall clear
away and remove all wreckage, rubbish, and debris of any kind from the
Site, and shall leave the Site and Facilities in a clean and safe condition.
15.8 Watching and Lighting
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The Contractor shall provide and maintain at its own expense all lighting, fencing,
and watching when and where necessary for the proper execution and the
protection of the Facilities, or for the safety of the owners and occupiers of adjacent
property and for the safety of the public.
16. Test and 16.1 The Contractor shall provide the Project Director with a certified report of the
Inspection results of any such test and/or inspection.
16.2 (a) The EPC Contractor will arrange pre shipment inspection (PSI) of critical/key
equipements regarding Standard, quality & specification, factory acceptance tests
etc. by renowned and efficient third party inspection agency. The EPC contractor
will propose a list of third party inspection agency to the purchaser and with the
aproval of the purchaser EPC contractor will appoint the third party inspection
agency. The cost of the inspection agency will be born by the EPC Contractor. This
PSI certificate has to be submitted with shipping documents. This certificate must
certify that the supplier has complied all the technical terms and conditions of the
specification as per section 7.
(b) Besides the Purchaser and the Project Director or their designated representatives
are entitled to attend the factory acceptance tests, which shall be performed at the
Manufacturer's works/testing laboratories. Factory acceptance tests shall be
organized separately for each equipment. In case several equipment which will be
manufactured at the same location, one Factory Acceptance Test shall be
foreseen.
The Contractor shall be responsible for bearing the costs for the above mentioned
witnessing of factory acceptance tests by 6 (Six) experts of Purchaser in each visit,
considering visa fees and health insurance to cover all medical costs that may be
required during the visits, the return air fare (economy class), hotel charges,
travelling expenses from airport to hotel and hotel to place of testing and return,
food, laundry, together with a per diem allowance of USD 100 for maximum 10
(Ten) days, for each visit and for each of the Purchaser's Experts. All costs are
deemed to be included in the contract price.
The contractor would not be relieved from its responsibilities/liabilities of making
appropriate as per specification despite inspection by the employer/Project Director
or their designated employees.
16.3 The Contractor shall afford the Purchaser and the Project Director, at the
Purchaser’s expense, access at any reasonable time to any place where the Plant
are being manufactured or the Facilities are being installed, in order to inspect the
progress and the manner of manufacture or installation, provided that the Project
Director shall give the Contractor a reasonable prior notice.
16.4 No part of the Facilities or foundations shall be covered up on the Site without the
Contractor carrying out any test and/or inspection required under the Contract. The
Contractor shall give a reasonable notice to the Project Director whenever any such
parts of the Facilities or foundations are ready or about to be ready for test and/or
inspection; such test and/or inspection and notice thereof shall be subject to the
requirements of the Contract.
16.5 The Contractor shall uncover any part of the Facilities or foundations, or shall make
openings in or through the same as the Project Director may from time to time
require at the Site, and shall reinstate and make good such part or parts.
If any parts of the Facilities or foundations have been covered up at the Site after
compliance with the requirement of Annexure-II Sub-clause 16.4 and are found to
be executed in accordance with the Contract, the expenses of uncovering, making
openings in or through, reinstating, and making good the same shall be borne by
the Purchaser, and the Time for Completion shall be reasonably adjusted to the
extent that the Contractor has thereby been delayed or impeded in the performance
of any of its obligations under the Contract.
17. Completion of 17.1 As soon as the Facilities or any part thereof has, in the opinion of the Contractor,
the Facilities been completed operationally and structurally and put in a tight and clean condition
as specified in the Purchaser’s Requirements, excluding minor items not materially
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affecting the operation or safety of the Facilities, the Contractor shall so notify the
Purchaser in writing.
17.2 Within 7 days after receipt of the notice from the Contractor under Annexure-II Sub-
clause 17.1, the Purchaser shall supply the operating and maintenance personnel
specified in the Appendix (Scope of Works and Supply by the Purchaser) to the
Contract Agreement for Pre-commissioning of the Facilities or any part thereof.
Pursuant to the Appendix (Scope of Works and Supply by the Purchaser) to the
Contract Agreement, the Purchaser shall also provide, within the said 7-day period,
the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services, and
other matters required for Pre-commissioning of the Facilities or any part thereof.
17.3 As soon as reasonably practicable after the operating and maintenance personnel
have been supplied by the Purchaser and the raw materials, utilities, lubricants,
chemicals, catalysts, facilities, services, and other matters have been provided by
the Purchaser in accordance with Annexure-II Sub-clause 17.2, the Contractor
shall commence Pre-commissioning of the Facilities or the relevant part thereof in
preparation for Commissioning, subject to Annexure-II Sub-clause 18.5.
17.4 As soon as all works in respect of Pre-commissioning are completed and, in the
opinion of the Contractor, the Facilities or any part thereof is ready for
Commissioning, the Contractor shall so notify the Project Director in writing.
17.5 The Project Director shall, within 14 days after receipt of the Contractor’s notice
under Annexure-II Sub-clause 17.4, either issue a Completion Certificate in the
form specified in the Purchaser’s Requirements (Forms and Procedures), stating
that the Facilities or that part thereof have reached Completion as of the date of the
Contractor’s notice under Annexure-II Sub-clause 17.4, or notify the Contractor in
writing of any defects and/or deficiencies.
If the Project Director notifies the Contractor of any defects and/or deficiencies, the
Contractor shall then correct such defects and/or deficiencies, and shall repeat the
procedure described in Annexure-II Sub-clause 17.4.
If the Project Director is satisfied that the Facilities or that part thereof have reached
Completion, the Project Director shall, within 7 days after receipt of the Contractor’s
repeated notice, issue a Completion Certificate stating that the Facilities or that part
thereof have reached Completion as of the date of the Contractor’s repeated notice.
If the Project Director is not so satisfied, then it shall notify the Contractor in writing
of any defects and/or deficiencies within 7 days after receipt of the Contractor’s
repeated notice, and the above procedure shall be repeated.
17.6 If the Project Director fails to issue the Completion Certificate and fails to inform the
Contractor of any defects and/or deficiencies within 14 days after receipt of the
Contractor’s notice under Annexure-II Sub-clause 17.4 or within 7 days after
receipt of the Contractor’s repeated notice under Annexure-II Sub-clause 17.5, or
if the Purchaser makes use of the Facilities or part thereof, then the Facilities or that
part thereof shall be deemed to have reached Completion as of the date of the
Contractor’s notice or repeated notice, or as of the Purchaser’s use of the Facilities,
as the case may be.
17.7 As soon as possible after Completion, the Contractor shall complete all outstanding
minor items so that the Facilities are fully in accordance with the requirements of the
Contract, failing which the Purchaser will undertake such completion and deduct the
costs thereof from any monies owing to the Contractor.
17.8 Upon Completion, the Purchaser shall be responsible for the care and custody of
the Facilities or the relevant part thereof, together with the risk of loss or damage
thereto, and shall thereafter take over the Facilities or the relevant part thereof.
18. Commissioning 18.1 Commissioning

and Operational
18.1.1 Commissioning of the Facilities or any part thereof shall be commenced by
Acceptance
the Contractor immediately after issue of the Completion Certificate by the
Project Director, pursuant to Annexure-II Sub-clause 17.5, or immediately
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after the date of the deemed Completion, under Annexure-II Sub-clause
17.6.
18.1.2 The Purchaser shall supply the operating and maintenance personnel and
all raw materials, utilities, lubricants, chemicals, catalysts, facilities, services,
and other matters required for Commissioning.
18.1.3 In accordance with the requirements of the Contract, the Contractor’s and
Project Director’s advisory personnel shall attend the Commissioning,
including the Guarantee Test, and shall advise and assist the Purchaser.
18.2 Guarantee Test
18.2.1 Subject to Annexure-II Sub-clause 18.5, the Guarantee Test and repeats
thereof shall be conducted by the Contractor during Commissioning of the
Facilities or the relevant part thereof to ascertain whether the Facilities or the
relevant part can attain the Functional Guarantees specified in the Appendix
(Functional Guarantees) to the Contract Agreement. The Purchaser shall
promptly provide the Contractor with such information as the Contractor may
reasonably require in relation to the conduct and results of the Guarantee
Test and any repeats thereof.
18.2.2 If for reasons not attributable to the Contractor, the Guarantee Test of the
Facilities or the relevant part thereof cannot be successfully completed within the
period from the date of Completion specified in the PCC or any other period
agreed upon by the Purchaser and the Contractor, the Contractor shall be
deemed to have fulfilled its obligations with respect to the Functional
Guarantees, and Annexure-II Sub-clauses 21.2 and 21.3 shall not apply.
18.3 Operational Acceptance
18.3.1 Subject to Annexure-II Sub-clause 18.4 below, Operational Acceptance
shall occur in respect of the Facilities or any part thereof when
(a) the Guarantee Test has been successfully completed and the
Functional Guarantees are met; or
(b) the Guarantee Test has not been successfully completed or has not
been carried out for reasons not attributable to the Contractor within the
period from the date of Completion specified in the PCC, or any other
agreed upon period as specified in Annexure-II Sub-clause 18.2.2
above; or
(c) the Contractor has paid the liquidated damages specified in Annexure-
II Sub-clause 21.3 hereof; and
(d) any minor items mentioned in Annexure-II Sub-clause 17.7 hereof
relevant to the Facilities or that part thereof have been completed.
18.3.2 At any time after any of the events set out in Annexure-II Sub-clause 18.3.1
have occurred, the Contractor may give a notice to the Project Director
requesting the issue of an Operational Acceptance Certificate in the form
provided in the Purchaser’s Requirements (Forms and Procedures) in
respect of the Facilities or the part thereof specified in such notice as of the
date of such notice.
18.3.3 The Project Director shall, after consultation with the Purchaser, and within
7 days after receipt of the Contractor’s notice, issue an Operational
Acceptance Certificate.
18.3.4 If within 7 days after receipt of the Contractor’s notice, the Project Director
fails to issue the Operational Acceptance Certificate or fails to inform the
Contractor in writing of the justifiable reasons why the Project Director has
not issued the Operational Acceptance Certificate, the Facilities or the
relevant part thereof shall be deemed to have been accepted as of the date
of the Contractor’s said notice.
18.4 Partial Acceptance
18.4.1 If the Contract specifies that Completion and Commissioning shall be carried
out in respect of parts of the Facilities, the provisions relating to Completion
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and Commissioning including the Guarantee Test shall apply to each such
part of the Facilities individually, and the Operational Acceptance Certificate
shall be issued accordingly for each such part of the Facilities.
18.4.2 If a part of the Facilities comprises facilities such as buildings, for which no
Commissioning or Guarantee Test is required, then the Project Director shall
issue the Operational Acceptance Certificate for such facility when it attains
Completion, provided that the Contractor shall thereafter complete any
outstanding minor items that are listed in the Operational Acceptance
Certificate.
18.5 Delayed Pre-Commissioning and/or Guarantee Test
18.5.1 In the event that the Contractor is unable to proceed with the Pre-
commissioning of the Facilities pursuant to Annexure-II Sub-clause 17.3,
or with the Guarantee Test pursuant to Annexure-II Sub-clause 18.2, for
reasons attributable to the Purchaser either on account of non-availability of
other facilities under the responsibilities of other contractor(s), or for reasons
beyond the Purchaser’s control, the provisions leading to “deemed”
completion of activities such as Completion, pursuant to Annexure-II Sub-
clause 17.6, and Operational Acceptance, pursuant to Annexure-II Sub-
clause 18.3.4, and Contractor’s obligations regarding Defect
Liability Period, pursuant to Annexure-II Sub-clause 20.2, Functional
Guarantee, pursuant to Annexure-II Clause 21, and Care of Facilities,
pursuant to Annexure-II Clause 25, and Annexure-II Clause 34.1,
Suspension, shall not apply. In this case, the following provisions shall
apply.
37.5.2 When the Contractor is notified by the Project Director that he will be unable
to proceed with the activities and obligations pursuant to above Sub-clause
18.5.1, the Contractor shall be entitled to the following:
(a) the Time of Completion shall be extended for the period of suspension
without imposition of liquidated damages pursuant to Annexure-II
Sub-clause 19.2;
(b) payments due to the Contractor in accordance with the provision
specified in the Appendix (Terms and Procedures of Payment) to the
Contract Agreement, which would not have been payable in normal
circumstances due to non-completion of the subject activities, shall be
released to the Contractor against submission of a security in the form
of a bank guarantee of equivalent amount acceptable to the
Purchaser, and which shall become null and void when the Contractor
will have complied with its obligations regarding those payments,
subject to the provision of Annexure-II Sub-clause 18.5.3 below;
(c) the expenses towards the above security and extension of other
securities under the contract, of which validity needs to be extended,
shall be reimbursed to the Contractor by the Purchaser;
(d) the additional charges towards the care of the Facilities pursuant to
Annexure-II Sub-clause 25.1 shall be reimbursed to the Contractor
by the Purchaser for the period between the notification mentioned
above and the notification mentioned in Annexure-II Sub-clause
18.5.4 below. The provision of Annexure-II Sub-clause 26.2 shall
apply to the Facilities during the same period.
18.5.3 In the event that the period of suspension under above Sub-clause 18.5.1
actually exceeds 180 days, the Purchaser and Contractor shall mutually
agree to any additional compensation payable to the Contractor.
18.5.4 When the Contractor is notified by the Project Director that the plant is ready
for Pre-commissioning, the Contractor shall proceed without delay in
performing all the specified activities and obligations under the contract.
19. Completion 19.1 The Contractor guarantees that it shall attain Completion of the Facilities (or
Time Guarantee a part for which a separate time for completion is specified) within the Time
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for Completion specified in the PCC pursuant to Annexure-II Sub-clause 4.2,
or within such extended time to which the Contractor shall be entitled under
Annexure-II Clause 33 hereof.
19.2 If the Contractor fails to attain Completion of the Facilities or any part thereof
within the Time for Completion or any extension thereof under Annexure-II
Clause 33, the Contractor shall pay to the Purchaser liquidated damages in
the amount specified in the PCC as a percentage rate of the Contract Price or
the relevant part thereof. The aggregate amount of such liquidated damages
shall in no event exceed the amount specified as “Maximum” in the PCC as a
percentage rate of the Contract Price. Once the “Maximum” is reached, the
Purchaser may consider termination of the Contract, pursuant to Annexure-II
Sub-clause 35.2.2.
Such payment shall completely satisfy the Contractor’s obligation to attain
Completion of the Facilities or the relevant part thereof within the Time for
Completion or any extension thereof under Annexure-II Clause 33. The
Contractor shall have no further liability whatsoever to the Purchaser in
respect thereof.
However, the payment of liquidated damages shall not in any way relieve the
Contractor from any of its obligations to complete the Facilities or from any
other obligations and liabilities of the Contractor under the Contract.
Save for liquidated damages payable under this Annexure-II Sub-clause 19.2,
the failure by the Contractor to attain any milestone or other act, matter or
thing by any date specified in the Appendix (Time Schedule) to the Contract
Agreement and/or other program of work prepared pursuant to Annexure-II
Sub-clause 18.2 shall not render the Contractor liable for any loss or damage
thereby suffered by the Purchaser.
19.3 If the Contractor attains Completion of the Facilities or any part thereof before the
Time for Completion or any extension thereof under Annexure-II Clause 33, the
Purchaser shall pay to the Contractor a bonus in the amount specified in the PCC.
The aggregate amount of such bonus shall in no event exceed the amount specified
as “Maximum” in the PCC.
20. Defect Liability 20.2 The Defect Liability Period shall be 540 days from the date of Completion of the
Facilities (or any part thereof) or 1 year from the date of Operational Acceptance of
the Facilities (or any part thereof), whichever first occurs, unless specified otherwise
in the PCC pursuant to Annexure-II Sub-clause 20.10.
If during the Defect Liability Period any defect should be found in the design,
engineering, materials, and workmanship of the Plant supplied or of the work
executed by the Contractor, the Contractor shall promptly, in consultation and
agreement with the Purchaser regarding appropriate remedying of the
defects, and at its cost, repair, replace, or otherwise make good as the
Contractor shall determine at its discretion, such defect as well as any
damage to the Facilities caused by such defect. The Contractor shall not be
responsible for the repair, replacement, or making good of any defect or of
any damage to the Facilities arising out of or resulting from any of the
following causes:
(a) improper operation or maintenance of the Facilities by the Purchaser,
(b) operation of the Facilities outside specifications provided in the
Contract, or
(c) normal wear and tear.
20.3 The Contractor’s obligations under this Annexure-II Clause 20 shall not apply to:
(a) any materials that are supplied by the Purchaser under Annexure-II Sub-
clause 14.2, are normally consumed in operation, or have a normal life
shorter than the Defect Liability Period stated herein;
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(b) any designs, specifications or other data designed, supplied, or specified by
or on behalf of the Purchaser or any matters for which the Contractor has
disclaimed responsibility herein; or
(c) any other materials supplied or any other work executed by or on behalf of
the Purchaser, except for the work executed by the Purchaser under
20.4 The Purchaser shall give the Contractor a notice stating the nature of any such
defect together with all available evidence thereof, promptly following the
discovery thereof. The Purchaser shall afford all reasonable opportunity for
the Contractor to inspect any such defect.
20.5 The Purchaser shall afford the Contractor all necessary access to the
Facilities and the Site to enable the Contractor to perform its obligations under
this Annexure-II Clause 20.
The Contractor may, with the consent of the Purchaser, remove from the Site
any Plant or any part of the Facilities that are defective if the nature of the
defect, and/or any damage to the Facilities caused by the defect, is such that
repairs cannot be expeditiously carried out at the Site.
20.6 If the repair, replacement or making good is of such a character that it may affect
the efficiency of the Facilities or any part thereof, the Purchaser may give to the
Contractor a notice requiring that tests of the defective part of the Facilities shall be
made by the Contractor immediately upon completion of such remedial work,
whereupon the Contractor shall carry out such tests.
If such part fails the tests, the Contractor shall carry out further repair, replacement
or making good, as the case may be, until that part of the Facilities passes such
tests. The tests shall be agreed upon by the Purchaser and the Contractor.
20.7 If the Contractor fails to commence the work necessary to remedy such defect
or any damage to the Facilities caused by such defect within a reasonable
time (which shall in no event be considered to be less than 15 days), the
Purchaser may, following notice to the Contractor, proceed to do such work,
and the reasonable costs incurred by the Purchaser in connection therewith
shall be paid to the Purchaser by the Contractor or may be deducted by the
Purchaser from any monies due the Contractor or claimed under the
Performance Security.
20.8 If the Facilities or any part thereof cannot be used by reason of such defect and/or
making good of such defect, the Defect Liability Period of the Facilities or such part,
as the case may be, shall be extended by a period equal to the period during which
the Facilities or such part cannot be used by the Purchaser because of any of the
aforesaid reasons.
20.9 Except as provided in Annexure-II Clauses 20 and 26, the Contractor shall be
under no liability whatsoever and howsoever arising, and whether under the
Contract or at law, in respect of defects in the Facilities or any part thereof, the Plant,
design, or engineering, or work executed that appear after Completion of the
Facilities or any part thereof, except where such defects are the result of the gross
negligence, fraud, criminal, or willful action of the Contractor.
20.10 In addition, any such component of the Facilities and during the period of time as
may be specified in the PCC shall be subject to an extended Defect Liability Period.
Such obligation of the Contractor shall be in addition to the Defect Liability Period
specified under Annexure-II Sub-clause 20.2.
21. Functional 21.1 The Contractor guarantees that during the Guarantee Test, the Facilities and all
Guarantees parts thereof shall attain the Functional Guarantees specified in the Appendix
(Functional Guarantees) to the Contract Agreement, subject to, and upon the
conditions therein specified.
21.2 If, for reasons attributable to the Contractor, the minimum level of the Functional
Guarantees specified in the Appendix (Functional Guarantees) to the Contract
Agreement are not met either in whole or in part, the Contractor shall at its cost and
expense make such changes, modifications, and/or additions to the Plant or any
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part thereof as may be necessary to meet at least the minimum level of such
Guarantees. The Contractor shall notify the Purchaser upon completion of the
necessary changes, modifications, and/or additions, and shall request the
Purchaser to repeat the Guarantee Test until the minimum level of the Guarantees
has been met. If the Contractor eventually fails to meet the minimum level of
Functional Guarantees, the Purchaser may consider termination of the Contract,
pursuant to Annexure-II Sub-clause 35.2.2.
21.3 If, for reasons attributable to the Contractor, the Functional Guarantees specified in
the Appendix (Functional Guarantees) to the Contract Agreement are not attained
either in whole or in part, but the minimum level of the Functional Guarantees
specified in the said Appendix to the Contract Agreement is met, the Contractor
shall, at the Contractor’s option, either
(a) make such changes, modifications, and/or additions to the Facilities or any
part thereof that are necessary to attain the Functional Guarantees at its cost
and expense, and shall request the Purchaser to repeat the Guarantee Test
or
(b) pay liquidated damages to the Purchaser in respect of the failure to meet the
Functional Guarantees in accordance with the provisions in the Appendix
(Functional Guarantees) to the Contract Agreement.
21.4 The payment of liquidated damages under Annexure-II Sub-clause 21.3, up to the
limitation of liability specified in the Appendix (Functional Guarantees) to the
Contract Agreement, shall completely satisfy the Contractor’s guarantees under
Annexure-II Sub-clause 21.3, and the Contractor shall have no further liability
whatsoever to the Purchaser in respect thereof. Upon the payment of such
liquidated damages by the Contractor, the Project Director shall issue the
Operational Acceptance Certificate for the Facilities or any part thereof in respect of
which the liquidated damages have been so paid.
22. Patent 22.1 The Contractor shall, subject to the Purchaser’s compliance with Annexure-II
Indemnity Sub-clause 22.2, indemnify and hold harmless the Purchaser and its
employees and officers from and against any and all suits, actions, or
administrative proceedings, claims, demands, losses, damages, costs, and
expenses of whatsoever nature, including attorney’s fees and expenses,
which the Purchaser may suffer as a result of any infringement or alleged
infringement of any patent, utility model, registered design, trademark,
copyright, or other intellectual property right registered or otherwise existing
at the date of the Contract by reason of (a) the installation of the Facilities by
the Contractor or the use of the Facilities in the country where the Site is
located, and (b) the sale of the products produced by the Facilities in any
country.
Such indemnity shall not cover any use of the Facilities or any part thereof
other than for the purpose indicated by or to be reasonably inferred from the
Contract, any infringement resulting from the use of the Facilities or any part
thereof, or any products produced thereby in association or combination with
any other equipment, plant, or materials not supplied by the Contractor,
pursuant to the Contract Agreement.
22.2 If any proceedings are brought or any claim is made against the Purchaser arising
out of the matters referred to in Annexure-II Sub-clause 22.1, the Purchaser shall
promptly give the Contractor a notice thereof, and the Contractor may at its own
expense and in the Purchaser’s name conduct such proceedings or claim and any
negotiations for the settlement of any such proceedings or claim.
If the Contractor fails to notify the Purchaser within 28 days after receipt of such
notice that it intends to conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless the Contractor has so
failed to notify the Purchaser within the 28-day period, the Purchaser shall make no
admission that may be prejudicial to the defense of any such proceedings or claim.
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The Purchaser shall, at the Contractor’s request, afford all available assistance to
the Contractor in conducting such proceedings or claim, and shall be reimbursed by
the Contractor for all reasonable expenses incurred in so doing.
22.3 The Purchaser shall indemnify and hold harmless the Contractor and its employees,
officers, and Subcontractors from and against any and all suits, actions or administrative
proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever
nature, including attorney’s fees and expenses, which the Contractor may suffer as a
result of any infringement or alleged infringement of any patent, utility model, registered
design, trademark, copyright, or other intellectual property right registered or otherwise
existing at the date of the Contract arising out of or in connection with any design, data,
drawing, specification, or other documents or materials provided or designed by or on
behalf of the Purchaser.
23. Limitation of 23.1 Except in cases of criminal negligence or willful misconduct,

Liability
(a) the aggregate liability of the Contractor to the Purchaser, whether under the
Contract, in tort or otherwise, shall not exceed a multiple of the Contract Price
specified in the PCC or, if a multiple is not so specified, the total Contract
Price, provided that this limitation shall not apply to the cost of repairing or
replacing defective equipment, or to any obligation of the Contractor to
indemnify the Purchaser with respect to patent infringement.
24. Transfer of 24.1 Ownership of the Plant (including spare parts) to be imported into the country where
Ownership the Site is located shall be transferred to the Purchaser upon loading on to the mode
of transport to be used to convey the Plant from the country of origin to that country.
24.2 Ownership of the Plant (including spare parts) procured in the country where the
Site is located shall be transferred to the Purchaser when the Plant are brought on
to the Site.
24.3 Ownership of the Contractor’s Equipment used by the Contractor and its
Subcontractors in connection with the Contract shall remain with the Contractor or
its Subcontractors.
24.4 Ownership of any Plant in excess of the requirements for the Facilities shall revert
to the Contractor upon Completion of the Facilities or at such earlier time when the
Purchaser and the Contractor agree that the Plant in question are no longer required
for the Facilities.
24.5 Notwithstanding the transfer of ownership of the Plant, the responsibility for care
and custody thereof together with the risk of loss or damage thereto shall remain
with the Contractor pursuant to Annexure-II Clause 25 (Care of Facilities) hereof
until Completion of the Facilities or the part thereof in which such Plant are
incorporated.
25. Care of 25.1 The Contractor shall be responsible for the care and custody of the Facilities or any
Facilities part thereof until the date of Completion of the Facilities pursuant to Annexure-II
Clause 17 or, where the Contract provides for Completion of the Facilities in parts,
until the date of Completion of the relevant part, and shall make good at its own cost
any loss or damage that may occur to the Facilities or the relevant part thereof from
any cause whatsoever during such period. The Contractor shall also be responsible
for any loss or damage to the Facilities caused by the Contractor or its Subcontractors
in the course of any work carried out, pursuant to Annexure-II Clause 20.
Notwithstanding the foregoing, the Contractor shall not be liable for any loss or
damage to the Facilities or that part thereof caused by reason of any of the matters
specified or referred to in paragraphs (a), (b) and (c) of Annexure-II Sub-clauses
25.2 and 31.1.
25.2 If any loss or damage occurs to the Facilities or any part thereof or to the
Contractor’s temporary facilities by reason of
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(a) insofar as they relate to the country where the Site is located, nuclear reaction,
nuclear radiation, radioactive contamination, pressure wave caused by
aircraft or other aerial objects, or any other occurrences that an experienced
contractor could not reasonably foresee, or if reasonably foreseeable could
not reasonably make provision for or insure against, insofar as such risks are
not normally insurable on the insurance market and are mentioned in the
general exclusions of the policy of insurance, including War Risks and
Political Risks, taken out under Annexure-II Clause 27 hereof; or
(b) any use or occupation by the Purchaser or any third party other than a
Subcontractor, authorized by the Purchaser of any part of the Facilities; or
(c) any use of or reliance upon any design, data, or specification provided or
designated by or on behalf of the Purchaser, or any such matter for which the
Contractor has disclaimed responsibility herein,
the Purchaser shall pay to the Contractor all sums payable in respect of the Facilities
executed, notwithstanding that the same be lost, destroyed, or damaged, and will
pay to the Contractor the replacement value of all temporary facilities and all parts
thereof lost, destroyed, or damaged. If the Purchaser requests the Contractor in
writing to make good any loss or damage to the Facilities thereby occasioned, the
Contractor shall make good the same at the cost of the Purchaser in accordance
with Annexure-II Clause 32. If the Purchaser does not request the Contractor in
writing to make good any loss or damage to the Facilities thereby occasioned, the
Purchaser shall either request a change in accordance with Annexure-II Clause
32, excluding the performance of that part of the Facilities thereby lost, destroyed
or damaged, or, where the loss or damage affects a substantial part of the Facilities,
the Purchaser shall terminate the Contract pursuant to Annexure-II Sub-clause
35.1 hereof.
25.3 The Contractor shall be liable for any loss of or damage to any Contractor’s
Equipment, or any other property of the Contractor used or intended to be used for
purposes of the Facilities, except (i) as mentioned in Annexure-II Sub-clause 25.2
with respect to the Contractor’s temporary facilities, and (ii) where such loss or
damage arises by reason of any of the matters specified in Annexure-II Sub-
clauses 25.2 (b) and (c) and 31.1.
25.4 With respect to any loss or damage caused to the Facilities or any part thereof or to
the Contractor’s Equipment by reason of any of the matters specified in Annexure-
II Sub-clause 31.1, the provisions of Annexure-II Sub-clause 31.3 shall apply.
26. Loss of or 26.1 Subject to Annexure-II Sub-clause 26.3, the Contractor shall indemnify and hold
Damage to harmless the Purchaser and its employees and officers from and against any and
Property; all suits, actions, or administrative proceedings, claims, demands, losses, damages,
Accident or Injury costs, and expenses of whatsoever nature, including attorney’s fees and expenses,
to Workers; in respect of the death or injury of any person or loss of or damage to any property
Indemnification other than the Facilities whether accepted or not, arising in connection with the
supply and installation of the Facilities and by reason of the negligence of the
Contractor or its Subcontractors, or their employees, officers, or agents, except any
injury, death, or property damage caused by the negligence of the Purchaser, its
contractors, employees, officers, or agents.
26.2 If any proceedings are brought or any claim is made against the Purchaser that
might subject the Contractor to liability under Annexure-II Sub-clause 26.1, the
Purchaser shall promptly give the Contractor a notice thereof and the Contractor
may at its own expense and in the Purchaser’s name conduct such proceedings or
claim and any negotiations for the settlement of any such proceedings or claim.
If the Contractor fails to notify the Purchaser within 28 days after receipt of such
notice that it intends to conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless the Contractor has so
failed to notify the Purchaser within the 28-day period, the Purchaser shall make no
admission that may be prejudicial to the defense of any such proceedings or claim.
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The Purchaser shall, at the Contractor’s request, afford all available assistance to
the Contractor in conducting such proceedings or claim, and shall be reimbursed by
the Contractor for all reasonable expenses incurred in so doing.
26.3 The Purchaser shall indemnify and hold harmless the Contractor and its employees,
officers, and Subcontractors from any liability for loss of or damage to property of
the Purchaser, other than the Facilities not yet taken over, that is caused by fire,
explosion, or any other perils, in excess of the amount recoverable from insurances
procured under Annexure-II Clause 27, provided that such fire, explosion, or other
perils were not caused by any act or failure of the Contractor.
26.4 The party entitled to the benefit of an indemnity under this Annexure-II Clause 26
shall take all reasonable measures to mitigate any loss or damage which has
occurred. If the party fails to take such measures, the other party’s liabilities shall
be correspondingly reduced.
27. Insurance 27.1 To the extent specified in the Appendix (Insurance Requirements) to the
Contract Agreement, the Contractor shall at its expense take out and maintain
in effect, or cause to be taken out and maintained in effect, during the
performance of the Contract, the insurances set forth below in the sums and
with the deductibles and other conditions specified in the said Appendix. The
identity of the insurers and the form of the policies shall be subject to the
approval of the Purchaser, who should not unreasonably withhold such
approval.
(a) Cargo Insurance During Transport
Covering loss or damage occurring while in transit from the Contractor’s or
Subcontractor’s works or stores until arrival at the Site, to the Plant (including
spare parts therefor) and to the Contractor’s Equipment.
(b) Installation All Risks Insurance
Covering physical loss or damage to the Facilities at the Site, occurring prior
to Completion of the Facilities, with an extended maintenance coverage for
the Contractor’s liability in respect of any loss or damage occurring during the
Defect Liability Period while the Contractor is on the Site for the purpose of
performing its obligations during the Defect Liability Period.
(c) Third Party Liability Insurance

Covering bodily injury or death suffered by third parties including the
Purchaser’s personnel, and loss of or damage to property occurring in
connection with the supply and installation of the Facilities.
(d) Automobile Liability Insurance
Covering use of all vehicles used by the Contractor or its Subcontractors,
whether or not owned by them, in connection with the execution of the
Contract.
(e) Workers’ Compensation

In accordance with the statutory requirements applicable in any country where
the Contract or any part thereof is executed.
(f) Purchaser’s Liability

In accordance with the statutory requirements applicable in any country where
the Contract or any part thereof is executed.
(g) Other Insurances
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Such other insurances as may be specifically agreed upon by the parties
hereto as listed in the Appendix (Insurance Requirements) to the Contract
Agreement.
27.2 The Purchaser shall be named as co-insured under all insurance policies taken out
by the Contractor pursuant to Annexure-II Sub-clause 27.1, except for the Third
Party Liability, Workers’ Compensation, and Purchaser’s Liability Insurances, and
the Contractor’s Subcontractors shall be named as co-insured under all insurance
policies taken out by the Contractor pursuant to Annexure-II Sub-clause 27.1
except for the Cargo Insurance During Transport, Workers’ Compensation, and
Purchaser’s Liability Insurances. All insurer’s rights of subrogation against such co-
insured for losses or claims arising out of the performance of the Contract shall be
waived under such policies.
27.3 The Contractor shall, in accordance with the provisions of the Appendix (Insurance
Requirements) to the Contract Agreement, deliver to the Purchaser certificates of
insurance or copies of the insurance policies as evidence that the required policies
are in full force and effect. The certificates shall provide that no less than 21 days’
notice shall be given to the Purchaser by insurers prior to cancellation or material
modification of a policy.
27.4 The Contractor shall ensure that, where applicable, its Subcontractor(s) shall take
out and maintain in effect adequate insurance policies for their personnel and
vehicles and for work executed by them under the Contract, unless such
Subcontractors are covered by the policies taken out by the Contractor.
27.5 The Purchaser shall at its expense take out and maintain in effect during the
performance of the Contract those insurances specified in the Appendix (Insurance
Requirements) to the Contract Agreement, in the sums and with the deductibles and
other conditions specified in the said Appendix. The Contractor and the Contractor’s
Subcontractors shall be named as co-insured under all such policies. All insurers’
rights of subrogation against such co-insured for losses or claims arising out of the
performance of the Contract shall be waived under such policies. The Purchaser
shall deliver to the Contractor satisfactory evidence that the required insurances are
in full force and effect. The policies shall provide that not less than 21 days’ notice
shall be given to the Contractor by all insurers prior to any cancellation or material
modification of the policies. If so requested by the Contractor, the Purchaser shall
provide copies of the policies taken out by the Purchaser under this Annexure-II
Sub-clause 27.5.
27.6 If the Contractor fails to take out and/or maintain in effect the insurances referred to
in Annexure-II Sub-clause 27.1, the Purchaser may take out and maintain in effect
any such insurances and may from time to time deduct from any amount due the
Contractor under the Contract any premium that the Purchaser shall have paid to
the insurer, or may otherwise recover such amount as a debt due from the
Contractor. If the Purchaser fails to take out and/or maintain in effect the insurances
referred to in Annexure-II Sub-clause 27.5, the Contractor may take out and
maintain in effect any such insurances and may from time to time deduct from any
amount due the Purchaser under the Contract any premium that the Contractor shall
have paid to the insurer, or may otherwise recover such amount as a debt due from
the Purchaser. If the Contractor fails to or is unable to take out and maintain in
effect any such insurances, the Contractor shall nevertheless have no liability or
responsibility towards the Purchaser, and the Contractor shall have full recourse
against the Purchaser for any and all liabilities of the Purchaser herein.
27.7 Unless otherwise provided in the Contract, the Contractor shall prepare and conduct
all and any claims made under the policies effected by it pursuant to this Annexure-
II Clause 27, and all monies payable by any insurers shall be paid to the Contractor.
The Purchaser shall give to the Contractor all such reasonable assistance as may
be required by the Contractor. With respect to insurance claims in which the
Purchaser’s interest is involved, the Contractor shall not give any release or make
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any compromise with the insurer without the prior written consent of the Purchaser.
With respect to insurance claims in which the Contractor’s interest is involved, the
Purchaser shall not give any release or make any compromise with the insurer
without the prior written consent of the Contractor.
28. Unforeseen 28.1 If, during the execution of the Contract, the Contractor shall encounter on the Site
Conditions any physical conditions other than climatic conditions, or artificial obstructions that
could not have been reasonably foreseen prior to the date of the Contract
Agreement by an experienced contractor on the basis of reasonable examination of
the data relating to the Facilities including any data as to boring tests, provided by
the Purchaser, and on the basis of information that it could have obtained from a
visual inspection of the Site if access thereto was available, or other data readily
available to it relating to the Facilities, and if the Contractor determines that it will in
consequence of such conditions or obstructions incur additional cost and expense
or require additional time to perform its obligations under the Contract that would
not have been required if such physical conditions or artificial obstructions had not
been encountered, the Contractor shall promptly, and before performing additional
work or using additional Plant or Contractor’s Equipment, notify the Project Director
in writing of
(a) the physical conditions or artificial obstructions on the Site that could not have
been reasonably foreseen;
(b) the additional work and/or Plant and/or Contractor’s Equipment required,
including the steps which the Contractor will or proposes to take to overcome
such conditions or obstructions;
(c) the extent of the anticipated delay; and
(d) the additional cost and expense that the Contractor is likely to incur.
On receiving any notice from the Contractor under this Annexure-II Sub-clause
28.1, the Project Director shall promptly consult with the Purchaser and Contractor
and decide upon the actions to be taken to overcome the physical conditions or
artificial obstructions encountered. Following such consultations, the Project
Director shall instruct the Contractor, with a copy to the Purchaser, of the actions to
be taken.
28.2 Any reasonable additional cost and expense incurred by the Contractor in following
the instructions from the Project Director to overcome such physical conditions or
artificial obstructions referred to in Annexure-II Sub-clause 28.1 shall be paid by
the Purchaser to the Contractor as an addition to the Contract Price.
28.3 If the Contractor is delayed or impeded in the performance of the Contract because
of any such physical conditions or artificial obstructions referred to in Annexure-II
Sub-clause 28.1, the Time for Completion shall be extended in accordance with
Annexure-II Clause 33.
29. Change in Laws 29.1 Notwithstanding the foregoing, such additional or reduced costs shall not be
and Regulations separately paid or credited if the same has already been accounted for in the price
adjustment provisions where applicable, in accordance with the PCC, pursuant to
GCC Sub-clause 11.2.
30. Force Majeure 30.1 “Force Majeure” shall mean any event beyond the reasonable control of the
Purchaser or of the Contractor, as the case may be, and which is unavoidable
notwithstanding the reasonable care of the party affected, and shall include,
without limitation, the following:
(a) war, hostilities, or warlike operations whether a state of war be declared

or not, invasion, act of foreign enemy and civil war;
(b) rebellion, revolution, insurrection, mutiny, usurpation of civil or military

government, conspiracy, riot, civil commotion, and terrorist acts;
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(c) confiscation, nationalization, mobilization, commandeering or
requisition by or under the order of any government or de jure or de
facto authority or ruler or any other act or failure to act of any local state
or national government authority;
(d) strike, sabotage, lockout, embargo, import restriction, port congestion,

lack of usual means of public transportation and communication,
industrial dispute, shipwreck, shortage or restriction of power supply,
epidemics, quarantine, and plague;
(e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal

wave, typhoon or cyclone, hurricane, storm, lightning, or other
inclement weather condition, nuclear, and pressure waves or other
natural or physical disaster; and
(f) shortage of labor, materials, or utilities where caused by circumstances

that are themselves Force Majeure.
30.2 If either party is prevented, hindered, or delayed from or in performing any of its
obligations under the Contract by an event of Force Majeure, then it shall notify
the other in writing of the occurrence of such event and the circumstances
thereof within 14 days after the occurrence of such event.
30.3 The party who has given such notice shall be excused from the performance
or punctual performance of its obligations under the Contract for so long as
the relevant event of Force Majeure continues and to the extent that such
party’s performance is prevented, hindered, or delayed. The Time for
Completion shall be extended in accordance with Annexure-II Clause 33.
30.4 The party or parties affected by the event of Force Majeure shall use
reasonable efforts to mitigate the effect thereof upon its or their performance
of the Contract and to fulfill its or their obligations under the Contract, but
without prejudice to either party’s right to terminate the Contract under
Annexure-II Sub-clauses 30.6 and 31.5.
30.5 No delay or nonperformance by either party hereto caused by the occurrence

of any event of Force Majeure shall
(a) constitute a default or breach of the Contract; or
(b) give rise to any claim for damages or additional cost or expense
occasioned thereby, subject to Annexure-II Sub-clauses 25.2, 31.3 and
31.4
if and to the extent that such delay or nonperformance is caused by the

occurrence of an event of Force Majeure.
30.6 If the performance of the Contract is substantially prevented, hindered, or

delayed for a single period of more than 60 days or an aggregate period of
more than 120 days on account of one or more events of Force Majeure during
the currency of the Contract, the parties will attempt to develop a mutually
satisfactory solution, failing which either party may terminate the Contract by
giving a notice to the other, but without prejudice to either party’s right to
terminate the Contract under Annexure-II Sub-clause 31.5.
30.7 In the event of termination pursuant to Annexure-II Sub-clause 30.6, the rights
and obligations of the Purchaser and the Contractor shall be as specified in
Annexure-II Sub-clauses 35.1.2 and 35.1.3.
30.8 Notwithstanding Annexure-II Sub-clause 30.5, Force Majeure shall not apply
to any obligation of the Purchaser to make payments to the Contractor herein.
31. War Risks 31.1 “War Risks” shall mean any event specified in paragraphs (a) and (b) of Annexure-
II Sub-clause 30.1 and any explosion or impact of any mine, bomb, shell, grenade,
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or other projectile, missile, munitions or explosive of war, occurring or existing in or
near the country (or countries) where the Site is located.
31.2 Notwithstanding anything contained in the Contract, the Contractor shall have no
liability whatsoever for or with respect to
(a) destruction of or damage to Facilities, Plant, or any part thereof;
(b) destruction of or damage to property of the Purchaser or any third party; or
(c) injury or loss of life
if such destruction, damage, injury or loss of life is caused by any war risks, and the
Purchaser shall indemnify and hold the Contractor harmless from and against any
and all claims, liabilities, actions, lawsuits, damages, costs, charges, or expenses
arising in consequence of or in connection with the same.
31.3 If the Facilities or any Plant or Contractor’s Equipment or any other property of the
Contractor used or intended to be used for the purposes of the Facilities shall sustain
destruction or damage by reason of any war risks, the Purchaser shall pay the
Contractor for:
(a) any part of the Facilities or the Plant so destroyed or damaged to the extent
not already paid for by the Purchaser and so far as may be required by the
Purchaser, and as may be necessary for completion of the Facilities;
(b) replacing or making good any Contractor’s Equipment or other property of the
Contractor so destroyed or damaged; and
(c) replacing or making good any such destruction or damage to the Facilities or
the Plant or any part thereof.
If the Purchaser does not require the Contractor to replace or make good any such
destruction or damage to the Facilities, the Purchaser shall either request a change
in accordance with Annexure-II Clause 32, excluding the performance of that part
of the Facilities thereby destroyed or damaged or, where the loss, destruction, or
damage affects a substantial part of the Facilities, shall terminate the Contract,
pursuant to Annexure-II Sub-clause 35.1.
If the Purchaser requires the Contractor to replace or make good on any such
destruction or damage to the Facilities, the Time for Completion shall be extended
in accordance with Annexure-II Clause 33.
31.4 Notwithstanding anything contained in the Contract, the Purchaser shall pay the
Contractor for any increased costs or incidentals to the execution of the Contract
that are in any way attributable to, consequent on, resulting from, or in any way
connected with any war risks, provided that the Contractor shall as soon as
practicable notify the Purchaser in writing of any such increased cost.
31.5 If during the performance of the Contract any war risks shall occur that financially or
otherwise materially affect the execution of the Contract by the Contractor, the
Contractor shall use its reasonable efforts to execute the Contract with due and
proper consideration given to the safety of its and its Subcontractors’ personnel
engaged in the work on the Facilities, provided, however, that if the execution of the
work on the Facilities becomes impossible or is substantially prevented for a single
period of more than sixty (60) days or an aggregate period of more than one hundred
and twenty (120) days on account of any war risks, the parties will attempt to develop
a mutually satisfactory solution, failing which either party may terminate the Contract
by giving a notice to the other.
31.6 In the event of termination pursuant to Annexure-II Sub-clauses 31.3 or 31.5, the
rights and obligations of the Purchaser and the Contractor shall be specified in
Annexure-II Sub-clauses 35.1.2 and 35.1.3.
32. Change in the 32.1 Introducing a Change

Facilities
32.1.1 Subject to Annexure-II Sub-clauses 32.2.5 and 32.2.7, the Purchaser
shall have the right to propose, and subsequently require, that the
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Project Director order the Contractor from time to time during the
performance of the Contract to make any change, modification,
addition, or deletion to, in or from the Facilities hereinafter called
“Change,” provided that such Change falls within the general scope of
the Facilities and does not constitute unrelated work and that it is
technically practicable, taking into account both the state of
advancement of the Facilities and the technical compatibility of the
Change envisaged with the nature of the Facilities as specified in the
Contract.
32.1.2 The Contractor may from time to time during its performance of the
Contract propose to the Purchaser with a copy to the Project Director,
any Change that the Contractor considers necessary or desirable to
improve the quality, efficiency, or safety of the Facilities. The
Purchaser may at its discretion approve or reject any Change proposed
by the Contractor, provided that the Purchaser shall approve any
Change proposed by the Contractor to ensure the safety of the
Facilities.
32.1.3 Notwithstanding Annexure-II Sub-clauses 32.1.1 and 32.1.2, no change
made necessary because of any default of the Contractor in the
performance of its obligations under the Contract shall be deemed to
be a Change, and such change shall not result in any adjustment of the
Contract Price or the Time for Completion.
32.1.4 The procedure on how to proceed with and execute Changes is
specified in Annexure-II Sub-clauses 32.2 and 32.3, and further details
and forms are provided in the Purchaser’s Requirements (Forms and
Procedures).
32.2 Changes Originating from Purchaser
32.2.1 If the Purchaser proposes a Change pursuant to Annexure-II Sub-
clause 32.1.1, it shall send to the Contractor a “Request for Change
Proposal,” requiring the Contractor to prepare and furnish to the
Project Director as soon as reasonably practicable a “Change
Proposal,” which shall include the following:
(a) brief description of the Change,
(b) effect on the Time for Completion,
(c) estimated cost of the Change,
(d) effect on Functional Guarantees (if any),
(e) effect on the Facilities, and
(f) effect on any other provisions of the Contract.
32.2.2 Prior to preparing and submitting the “Change Proposal,” the
Contractor shall submit to the Project Director an “Estimate for Change
Proposal,” which shall be an estimate of the cost of preparing and
submitting the Change Proposal.
Upon receipt of the Contractor’s Estimate for Change Proposal, the
Purchaser shall do one of the following:
(a) accept the Contractor’s estimate with instructions to the
Contractor to proceed with the preparation of the Change
Proposal,
(b) advise the Contractor of any part of its Estimate for Change
Proposal that is unacceptable and request the Contractor to
review its estimate
(c) advise the Contractor that the Purchaser does not intend to
proceed with the Change.
32.2.3 Upon receipt of the Purchaser’s instruction to proceed under
Annexure-II Sub-clause 32.2.2 (a), the Contractor shall, with proper
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expedition, proceed with the preparation of the Change Proposal, in
accordance with Annexure-II Sub-clause 32.2.1.
32.2.4 The pricing of any Change shall, as far as practicable, be calculated in
accordance with the rates and prices included in the Contract. If such
rates and prices are inequitable, the parties thereto shall agree on specific
rates for the valuation of the Change.
32.2.5 If before or during the preparation of the Change Proposal it becomes
apparent that the aggregate effect of compliance therewith and with all
other Change Orders that have already become binding upon the
Contractor under this Annexure-II Clause 32 would be to increase or
decrease the Contract Price as originally set forth in Article 2 (Contract
Price) of the Contract Agreement by more than 15%, the Contractor may
give a written notice of objection thereto prior to furnishing the Change
Proposal as aforesaid. If the Purchaser accepts the Contractor’s
objection, the Purchaser shall withdraw the proposed Change and shall
notify the Contractor in writing thereof.
The Contractor’s failure to so object shall neither affect its right to
object to any subsequent requested Changes or Change Orders herein,
nor affect its right to take into account, when making such subsequent
objection, the percentage increase or decrease in the Contract Price
that any Change not objected to by the Contractor represents.
32.2.6 Upon receipt of the Change Proposal, the Purchaser and the Contractor
shall mutually agree upon all matters therein contained. Within 14 days
after such agreement, the Purchaser shall, if it intends to proceed with
the Change, issue the Contractor with a Change Order.
If the Purchaser is unable to reach a decision within 14 days, it shall
notify the Contractor with details of when the Contractor can expect a
decision.
If the Purchaser decides not to proceed with the Change for whatever
reason, it shall, within the said period of 14 days, notify the Contractor
accordingly. Under such circumstances, the Contractor shall be
entitled to reimbursement of all costs reasonably incurred by it in the
preparation of the Change Proposal, provided that these do not exceed
the amount given by the Contractor in its Estimate for Change Proposal
submitted in accordance with Annexure-II Sub-clause 32.2.2.
32.2.7 If the Purchaser and the Contractor cannot reach agreement on the
price for the Change, an equitable adjustment to the Time for
Completion, or any other matters identified in the Change Proposal, the
Purchaser may nevertheless instruct the Contractor to proceed with
the Change by issue of a “Pending Agreement Change Order.”
Upon receipt of a Pending Agreement Change Order, the Contractor
shall immediately proceed with effecting the Changes covered by such
Order. The parties shall thereafter attempt to reach agreement on the
outstanding issues under the Change Proposal.
If the parties cannot reach agreement within 60 days from the date of
issue of the Pending Agreement Change Order, then the matter may be
referred to the Dispute Board in accordance with the provisions of
32.3 Changes Originating from Contractor

32.3.1 If the Contractor proposes a Change pursuant to Annexure-II Sub-
clause 32.1.2, the Contractor shall submit to the Project Director a
written “Application for Change Proposal,” giving reasons for the
proposed Change and including the information specified in Annexure-
II Sub-clause 32.2.1.
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Upon receipt of the Application for Change Proposal, the parties shall
follow the procedures outlined in Annexure-II Sub-clauses 32.2.6 and
32.2.7. However, should the Purchaser choose not to proceed, the
Contractor shall not be entitled to recover the costs of preparing the
Application for Change Proposal.
33. Extension of 33.1 The Time(s) for Completion specified in the PCC shall be extended if the Contractor
Time for is delayed or impeded in the performance of any of its obligations under the Contract
Completion by reason of any of the following:
(a) any Change in the Facilities as provided in Annexure-II Clause 32;
(b) any occurrence of Force Majeure as provided in Annexure-II Clause 30,
unforeseen conditions as provided in Annexure-II Clause 28, or other
occurrence of any of the matters specified or referred to in paragraphs (a), (b)
and (c) of Annexure-II Sub-clause 25.2;
(c) any suspension order given by the Purchaser under Annexure-II Clause 34
hereof or reduction in the rate of progress pursuant to Annexure-II Sub-
clause 34.2; or
(d) any changes in laws and regulations as provided in Annexure-II Clause 29;
or
(e) any default or breach of the Contract by the Purchaser, or any activity, act or
omission of the Purchaser, or the Project Director, or any other contractors
employed by the Purchaser; or
(f) any other matter specifically mentioned in the Contract; or
(g) any delay on the part of a sub-contractor, provided such delay is due to a
cause for which the Contractor himself would have been entitled to an
extension of time under this Sub-clause
by such period as shall be fair and reasonable in all the circumstances and as shall
fairly reflect the delay or impediment sustained by the Contractor.
33.2 The Contractor shall at all times use its reasonable efforts to minimize any delay in
the performance of its obligations under the Contract.
In all cases where the Contractor has given a notice of a claim for an extension of
time under Annexure-II Sub-clause 33.2, the Contractor shall consult with the
Project Director in order to determine the steps (if any) which can be taken to
overcome or minimize the actual or anticipated delay. The Contractor shall there
after comply with all reasonable instructions, which the Project Director shall give in
order to minimize such delay. If compliance with such instructions shall cause the
Contractor to incur extra costs and the Contractor is entitled to an extension of time
under Annexure-II sub-clause 33.1, the amount of such extra costs shall be added
to the Contract Price.
34. Suspension 34.1 The Purchaser may request the Project Director, by notice to the Contractor, to order
the Contractor to suspend performance of any or all of its obligations under the
Contract. Such notice shall specify the obligation of which performance is to be
suspended, the effective date of the suspension and the reasons therefor. The
Contractor shall thereupon suspend performance of such obligation, except those
obligations necessary for the care or preservation of the Facilities, until ordered in
writing to resume such performance by the Project Director.
If, by virtue of a suspension order given by the Project Director, other than by reason
of the Contractor’s default or breach of the Contract, the Contractor’s performance
of any of its obligations is suspended for an aggregate period of more than 90 days,
then at any time thereafter and provided that at that time such performance is still
suspended, the Contractor may give a notice to the Project Director requiring that
the Purchaser shall, within 28 days of receipt of the notice, order the resumption of
such performance or request and subsequently order a change in accordance with
Annexure-II Clause 32, excluding the performance of the suspended obligations
from the Contract.
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If the Purchaser fails to do so within such period, the Contractor may, by a further
notice to the Project Director, elect to treat the suspension, where it affects a part
only of the Facilities, as a deletion of such part in accordance with Annexure-II
Clause 32 or, where it affects the whole of the Facilities, as termination of the
Contract under Annexure-II Sub-clause 35.1.
34.2 If
(a) the Purchaser has failed to pay the Contractor any sum due under the
Contract within the specified period, has failed to approve any invoice or
supporting documents without just cause pursuant to the Appendix (Terms
and Procedures of Payment) to the Contract Agreement, or commits a
substantial breach of the Contract, the Contractor may give a notice to the
Purchaser that requires payment of such sum, with interest thereon as
stipulated in GCC Sub-clause 12.3, requires approval of such invoice or
supporting documents, or specifies the breach and requires the Purchaser to
remedy the same, as the case may be. If the Purchaser fails to pay such sum
together with such interest, fails to approve such invoice or supporting
documents or give its reasons for withholding such approval, or fails to
remedy the breach or take steps to remedy the breach within 14 days after
receipt of the Contractor’s notice; or
(b) the Contractor is unable to carry out any of its obligations under the Contract
for any reason attributable to the Purchaser, including but not limited to the
Purchaser’s failure to provide possession of or access to the Site or other
areas in accordance with Annexure-II Sub-clause 6.2, or failure to obtain
any governmental permit necessary for the execution and/or completion of
the Facilities, then the Contractor may by 14 days’ notice to the Purchaser
suspend performance of all or any of its obligations under the Contract, or
reduce the rate of progress.
34.3 If the Contractor’s performance of its obligations is suspended, or the rate of
progress is reduced pursuant to this Annexure-II Clause 34, then the Time for
Completion shall be extended in accordance with Annexure-II Sub-clause 33.1,
and any and all additional costs or expenses incurred by the Contractor as a result
of such suspension or reduction shall be paid by the Purchaser to the Contractor in
addition to the Contract Price, except in the case of suspension order or reduction
in the rate of progress by reason of the Contractor’s default or breach of the
Contract.
34.4 During the period of suspension, the Contractor shall not remove from the Site any
Plant, any part of the Facilities or any Contractor’s Equipment, without the prior
written consent of the Purchaser.
35. Termination 35.1 Termination for Purchaser’s Convenience

35.1.1 The Purchaser may at any time terminate the Contract for any reason
by giving the Contractor a notice of termination that refers to this
35.1.2 Upon receipt of the notice of termination under Annexure-II Sub-clause
35.1.1, the Contractor shall, either immediately or upon the date
specified in the notice of termination,
(a) cease all further work, except for such work as the Purchaser may
specify in the notice of termination for the sole purpose of
protecting that part of the Facilities already executed, or any work
required to leave the Site in a clean and safe condition;
(b) terminate all subcontracts, except those to be assigned to the
Purchaser pursuant to paragraph (d) (ii) below;
(c) remove all Contractor’s Equipment from the Site, repatriate the
Contractor’s and its Subcontractors’ personnel from the Site,
remove from the Site any wreckage, rubbish and debris of any
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kind, and leave the whole of the Site in a clean and safe condition;
and
(d) subject to the payment specified in Annexure-II Sub-clause

35.1.3,
(i) deliver to the Purchaser the parts of the Facilities executed
by the Contractor up to the date of termination;
(ii) to the extent legally possible, assign to the Purchaser all
right, title and benefit of the Contractor to the Facilities and
to the Plant as of the date of termination, and, as may be
required by the Purchaser, in any subcontracts concluded
between the Contractor and its Subcontractors; and
(iii) deliver to the Purchaser all non-proprietary drawings,
specifications and other documents prepared by the
Contractor or its Subcontractors as at the date of termination
in connection with the Facilities.
35.1.3 In the event of termination of the Contract under Annexure-II Sub-
clause 35.1.1, the Purchaser shall pay to the Contractor the following
amounts:
(a) the Contract Price, properly attributable to the parts of the
Facilities executed by the Contractor as of the date of
termination;
(b) the costs reasonably incurred by the Contractor in the removal of
the Contractor’s Equipment from the Site and in the repatriation
of the Contractor’s and its Subcontractors’ personnel;
(c) any amounts to be paid by the Contractor to its Subcontractors
in connection with the termination of any subcontracts, including
any cancellation charges;
(d) costs incurred by the Contractor in protecting the Facilities and
leaving the Site in a clean and safe condition pursuant to
paragraph (a) of Annexure-II Sub-clause 35.1.2; and
(e) the cost of satisfying all other obligations, commitments and
claims that the Contractor may in good faith have undertaken with
third parties in connection with the Contract and that are not
covered by paragraphs (a) through (d) above.
35.2 Termination for Contractor’s Default
35.2.1 The Purchaser, without prejudice to any other rights or remedies it may
possess, may terminate the Contract forthwith in the following
circumstances by giving a notice of termination and its reasons
therefor to the Contractor, referring to this Annexure-II Sub-clause 35.2:
(a) if the Contractor becomes bankrupt or insolvent, has a receiving
order issued against it, compounds with its creditors, or, if the
Contractor is a corporation, a resolution is passed or order is
made for its winding up, other than a voluntary liquidation for the
purposes of amalgamation or reconstruction, a receiver is
appointed over any part of its undertaking or assets, or if the
Contractor takes or suffers any other analogous action in
consequence of debt;
(b) if the Contractor assigns or transfers the Contract or any right or
interest therein in violation of the provision of Annexure-II Clause
36; and
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(c) if the Contractor, in the judgment of the Purchaser has engaged
in corrupt or fraudulent practices, as defined in GCC Clause 6, in
competing for or in executing the Contract.
35.2.2 If the Contractor
(a) has abandoned or repudiated the Contract;
(b) has without valid reason failed to commence work on the
Facilities promptly or has suspended, other than pursuant to
Annexure-II Sub-clause 34.2, the progress of Contract
performance for more than 28 days after receiving a written
instruction from the Purchaser to proceed;
(c) persistently fails to execute the Contract in accordance with the
Contract or persistently neglects to carry out its obligations
under the Contract without just cause;
(d) refuses or is unable to provide sufficient materials, services or
labor to execute and complete the Facilities in the manner
specified in the program furnished under Annexure-II Sub-clause
11.2 at rates of progress that give reasonable assurance to the
Purchaser that the Contractor can attain Completion of the
Facilities by the Time for Completion as extended;
then the Purchaser may, without prejudice to any other rights it may
possess under the Contract, give a notice to the Contractor, stating the
nature of the default and requiring the Contractor to remedy the same.
If the Contractor fails to remedy or to take steps to remedy the same
within 14 days of its receipt of such notice, then the Purchaser may
terminate the Contract forthwith by giving a notice of termination to the
Contractor that refers to this Annexure-II Sub-clause 35.2.
35.2.3 Upon receipt of the notice of termination under Annexure-II Sub-
clauses 35.2.1 or 35.2.2, the Contractor shall, either immediately or
upon such date as is specified in the notice of termination,
(a) cease all further work, except for such work as the Purchaser may
specify in the notice of termination for the sole purpose of
protecting that part of the Facilities already executed, or any work
required to leave the Site in a clean and safe condition;
Purchaser pursuant to paragraph (d) below;
(c) deliver to the Purchaser the parts of the Facilities executed by the
Contractor up to the date of termination;
(d) to the extent legally possible, assign to the Purchaser all right,
title and benefit of the Contractor to the Facilities and to the Plant
as of the date of termination, and, as may be required by the
Purchaser, in any subcontracts concluded between the
Contractor and its Subcontractors; and
(e) deliver to the Purchaser all drawings, specifications and other
documents prepared by the Contractor or its Subcontractors as
of the date of termination in connection with the Facilities.
35.2.4 The Purchaser may enter upon the Site, expel the Contractor, and
complete the Facilities itself or by employing any third party. The
Purchaser may, to the exclusion of any right of the Contractor over the
same, take over and use with the payment of a fair rental rate to the
Contractor, with all the maintenance costs to the account of the
Purchaser and with an indemnification by the Purchaser for all liability
including damage or injury to persons arising out of the Purchaser’s
use of such equipment, any Contractor’s Equipment owned by the
Contractor and on the Site in connection with the Facilities for such
reasonable period as the Purchaser considers expedient for the supply
and installation of the Facilities.
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Upon completion of the Facilities or at such earlier date as the
Purchaser thinks appropriate, the Purchaser shall give notice to the
Contractor that such Contractor’s Equipment will be returned to the
Contractor at or near the Site and shall return such Contractor’s
Equipment to the Contractor in accordance with such notice. The
Contractor shall thereafter without delay and at its cost remove or
arrange removal of the same from the Site.
35.2.5 Subject to Annexure-II Sub-clause 35.2.6, the Contractor shall be
entitled to be paid the Contract Price attributable to the Facilities
executed as of the date of termination, the value of any unused or
partially used Plant on the Site, and the costs, if any, incurred in
protecting the Facilities and in leaving the Site in a clean and safe
condition pursuant to paragraph (a) of Annexure-II Sub-clause 35.2.3.
Any sums due the Purchaser from the Contractor accruing prior to the
date of termination shall be deducted from the amount to be paid to the
Contractor under this Contract.
35.2.6 If the Purchaser completes the Facilities, the cost of completing the
Facilities by the Purchaser shall be determined.
If the sum that the Contractor is entitled to be paid, pursuant to
Annexure-II Sub-clause 35.2.5, plus the reasonable costs incurred by
the Purchaser in completing the Facilities, exceeds the Contract Price,
the Contractor shall be liable for such excess.
If such excess is greater than the sums due the Contractor under
Annexure-II Sub-clause 35.2.5, the Contractor shall pay the balance to
the Purchaser, and if such excess is less than the sums due the
Contractor under Annexure-II Sub-clause 35.2.5, the Purchaser shall
pay the balance to the Contractor.
The Purchaser and the Contractor shall agree, in writing, on the
computation described above and the manner in which any sums shall
be paid.
35.3 Termination by Contractor
35.3.1 If
(a) the Purchaser has failed to pay the Contractor any sum due under
the Contract within the specified period, has failed to approve any
invoice or supporting documents without just cause pursuant to
the Appendix (Terms and Procedures of Payment) to the Contract
Agreement, or commits a substantial breach of the Contract, the
Contractor may give a notice to the Purchaser that requires
payment of such sum, with interest thereon as stipulated in GCC
Sub-clause 12.3, requires approval of such invoice or supporting
documents, or specifies the breach and requires the Purchaser
to remedy the same, as the case may be. If the Purchaser fails to
pay such sum together with such interest, fails to approve such
invoice or supporting documents or give its reasons for
withholding such approval, fails to remedy the breach or take
steps to remedy the breach within 14 days after receipt of the
Contractor’s notice; or
(b) the Contractor is unable to carry out any of its obligations under
the Contract for any reason attributable to the Purchaser,
including but not limited to the Purchaser’s failure to provide
possession of or access to the Site or other areas or failure to
obtain any governmental permit necessary for the execution
and/or completion of the Facilities;
then the Contractor may give a notice to the Purchaser thereof, and if
the Purchaser has failed to pay the outstanding sum, to approve the
invoice or supporting documents, to give its reasons for withholding
such approval, or to remedy the breach within 28 days of such notice,
or if the Contractor is still unable to carry out any of its obligations
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under the Contract for any reason attributable to the Purchaser within
28 days of the said notice, the Contractor may by a further notice to the
Purchaser referring to this Annexure-II Sub-clause 35.3.1, forthwith
terminate the Contract.
35.3.2 The Contractor may terminate the Contract forthwith by giving a notice
to the Purchaser to that effect, referring to this Annexure-II Sub-clause
35.3.2, if the Purchaser becomes bankrupt or insolvent, has a receiving
order issued against it, compounds with its creditors, or, being a
corporation, if a resolution is passed or order is made for its winding
up (other than a voluntary liquidation for the purposes of amalgamation
or reconstruction), a receiver is appointed over any part of its
undertaking or assets, or if the Purchaser takes or suffers any other
analogous action in consequence of debt.
35.3.3 If the Contract is terminated under Annexure-II Sub-clauses 35.3.1 or
35.3.2, then the Contractor shall immediately
(a) cease all further work, except for such work as may be necessary
for the purpose of protecting that part of the Facilities already
executed, or any work required to leave the Site in a clean and
safe condition;
Purchaser pursuant to paragraph (d) (ii);
(c) remove all Contractor’s Equipment from the Site and repatriate
the Contractor’s and its Subcontractors’ personnel from the Site;
and
(d) subject to the payment specified in Annexure-II Sub-clause
35.3.4,
(i) deliver to the Purchaser the parts of the Facilities executed
by the Contractor up to the date of termination;
(ii) to the extent legally possible, assign to the Purchaser all
right, title and benefit of the Contractor to the Facilities and
to the Plant as of the date of termination, and, as may be
required by the Purchaser, in any subcontracts concluded
between the Contractor and its Subcontractors; and
(iv) deliver to the Purchaser all drawings, specifications and
other documents prepared by the Contractor or its
Subcontractors as of the date of termination in connection
with the Facilities.
35.3.4 If the Contract is terminated under Annexure-II Sub-clauses 35.3.1 or
35.3.2, the Purchaser shall pay to the Contractor all payments specified
in Annexure-II Sub-clause 35.1.3, and reasonable compensation for all
loss, except for loss of profit, or damage sustained by the Contractor
arising out of, in connection with or in consequence of such
termination.
35.3.5 Termination by the Contractor pursuant to this Annexure-II Sub-clause
35.3 is without prejudice to any other rights or remedies of the
Contractor that may be exercised in lieu of or in addition to rights
conferred by Annexure-II Sub-clause 35.3.
35.4 In this Annexure-II Clause 35, the expression “Facilities executed” shall
include all work executed, Installation Services provided, and all Plant
acquired, or subject to a legally binding obligation to purchase, by the
Contractor and used or intended to be used for the purpose of the Facilities,
up to and including the date of termination.
35.5 In this Annexure-II Clause 35, in calculating any monies due from the Purchaser
to the Contractor, account shall be taken of any sum previously paid by the
Purchaser to the Contractor under the Contract, including any advance payment
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paid pursuant to the Appendix (Terms and Procedures of Payment) to the
Contract Agreement.
36. Assignment 36.1 Neither the Purchaser nor the Contractor shall, without the express prior
written consent of the other party which consent shall not be unreasonably
withheld, assign to any third party the Contract or any part thereof, or any
right, benefit, obligation or interest therein or thereunder, except that the
Contractor shall be entitled to assign either absolutely or by way of charge
any monies due and payable to it or that may become due and payable to it
under the Contract.
37. Contractor’s 37.1 If the Contractor considers himself to be entitled to any extension of the Time for
Claims Completion and/or any additional payment, under any Clause of these Conditions
or otherwise in connection with the Contract, the Contractor shall submit a notice to
the Project Director, describing the event or circumstance giving rise to the claim.
The notice shall be given as soon as practicable, and not later than 28 days after
the Contractor became aware, or should have become aware, of the event or
circumstance.
If the Contractor fails to give notice of a claim within such period of 28 days, the
Time for Completion shall not be extended, the Contractor shall not be entitled to
additional payment, and the Purchaser shall be discharged from all liability in
connection with the claim. Otherwise, the following provisions of this Sub-clause
shall apply.
The Contractor shall also submit any other notices, which are required by the
Contract, and supporting particulars for the claim, all as relevant to such event or
circumstance.
The Contractor shall keep such contemporary records as may be necessary to
substantiate any claim, either on the Site or at another location acceptable to the
Project Director. Without admitting the Purchaser’s liability, the Project Director
may, after receiving any notice under this Sub-clause, monitor the record keeping
and/or instruct the Contractor to keep further contemporary records. The Contractor
shall permit the Project Director to inspect all these records, and shall (if instructed)
submit copies to the Project Director.
Within 42 days after the Contractor became aware (or should have become aware)
of the event or circumstance giving rise to the claim, or within such other period as
may be proposed by the Contractor and approved by the Project Director, the
Contractor shall send to the Project Director a fully detailed claim, which includes
full supporting particulars of the basis of the claim and of the extension of time
and/or additional payment claimed. If the event or circumstance giving rise to the
claim has a continuing effect,
(a) this fully detailed claim shall be considered as interim;
(b) the Contractor shall send further interim claims at monthly intervals, giving
the accumulated delay and/or amount claimed, and such further particulars
as the Project Director may reasonably require; and
(c) the Contractor shall send a final claim within 28 days after the end of the
effects resulting from the event or circumstance, or within such other period
as may be proposed by the Contractor and approved by the Project Director.
Within 42 days after receiving a claim or any further particulars supporting a
previous claim, or within such other period as may be proposed by the Project
Director and approved by the Contractor, the Project Director shall respond with
approval, or with disapproval and detailed comments. He may also request any
necessary further particulars, but shall nevertheless give his response on the
principles of the claim within such time.
Each payment certificate shall include such amounts for any claim as have been
reasonably substantiated as due under the relevant provision of the Contract.
Unless and until the particulars supplied are sufficient to substantiate the whole of
the claim, the Contractor shall only be entitled to payment for such part of the claim
as he has been able to substantiate.
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The Project Director shall agree with the Contractor or estimate: (i) the extension (if
any) of the Time for Completion (before or after its expiry) in accordance with
Annexure-II Clause 33, and/or (ii) the additional payment (if any) to which the
Contractor is entitled under the Contract.
The requirements of this Sub-clause are in addition to those of any other Sub-
clause, which may apply to a claim. If the Contractor fails to comply with this or
another Sub-clause in relation to any claim, any extension of time and/or additional
payment shall take account of the extent (if any) to which the failure has prevented
or prejudiced proper investigation of the claim, unless the claim is excluded under
the second paragraph of this Sub-clause.
In the event that the Contractor and the Purchaser cannot agree on any matter
relating to a claim, either party may refer the matter to the Dispute Board pursuant
to Annexure-II Clause 38 hereof.
38. Disputes and 38.1 Appointment of the Dispute Board

Arbitration
Disputes shall be referred to a Dispute Board for decision in accordance with
Annexure-II Sub-clause 38.3. The Parties shall appoint a Dispute Board by the
date stated in the PCC.
The Dispute Board shall comprise, as stated in the PCC, either one or three
suitably qualified persons (“the members”), each of whom shall be fluent in
the language for communication defined in the Contract and shall be a
professional experienced in the type of activities involved in the performance of
the Contract and with the interpretation of contractual documents. If the number
is not so stated and the Parties do not agree otherwise, the Dispute Board
shall comprise three persons, one of whom shall serve as chairman.
If the Parties have not jointly appointed the Dispute Board 21 days before the
date stated in the PCC and the Dispute Board is to comprise three persons,
each Party shall nominate one member for the approval of the other Party.
The first two members shall recommend and the Parties shall agree upon the
third member, who shall act as chairman.
However, if a list of potential members is included in the PCC, the members
shall be selected from those on the list, other than anyone who is unable or
unwilling to accept appointment to the Dispute Board.
The agreement between the Parties and either the sole member or each of the
three members shall incorporate by reference the General Conditions of
Dispute Board Agreement contained in the Appendix to these General
Conditions, with such amendments as are agreed between them.
The terms of the remuneration of either the sole member or each of the three
members, including the remuneration of any expert whom the Dispute Board
consults, shall be mutually agreed upon by the Parties when agreeing the
terms of appointment of the member or such expert (as the case may be).
Each Party shall be responsible for paying one-half of this remuneration.
If a member declines to act or is unable to act as a result of death, disability,
resignation or termination of appointment, a replacement shall be appointed
in the same manner as the replaced person was required to have been
nominated or agreed upon, as described in this Sub-clause.
The appointment of any member may be terminated by mutual agreement of
both Parties, but not by the Purchaser or the Contractor acting alone. Unless
otherwise agreed by both Parties, the appointment of the Dispute Board
(including each member) shall expire when the Operational Acceptance
Certificate has been issued in accordance with Annexure-II Clause 18.3.
38.2 Failure to Agree Dispute Board

If any of the following conditions apply, namely:
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(a) the Parties fail to agree upon the appointment of the sole member of the
Dispute Board by the date stated in the first paragraph of Annexure-II
Sub-clause 38.1;
(b) either Party fails to nominate a member (for approval by the other Party)
of a Dispute Board of three persons by such date;
(c) the Parties fail to agree upon the appointment of the third member (to
act as chairman) of the Dispute Board by such date; or
(d) the Parties fail to agree upon the appointment of a replacement person
within 42 days after the date on which the sole member or one of the
three members declines to act or is unable to act as a result of death,
disability, resignation, or termination of appointment;
then the appointing entity or official named in the PCC shall, upon the request
of either or both of the Parties and after due consultation with both Parties,
appoint this member of the Dispute Board. This appointment shall be final
and conclusive. Each Party shall be responsible for paying one-half of the
remuneration of the appointing entity or official.
38.3 Obtaining Dispute Board’s Decision

If a dispute (of any kind whatsoever) arises between the Parties in connection
with the performance of the Contract, including any dispute as to any
certificate, determination, instruction, opinion or valuation of the Project
Director, either Party may refer the dispute in writing to the Dispute Board for
its decision, with copies to the other Party and the Project Director. Such
reference shall state that it is given under this Sub-clause.
For a Dispute Board of three persons, the Dispute Board shall be deemed to
have received such reference on the date when it is received by the chairman
of the Dispute Board.
Both Parties shall promptly make available to the Dispute Board all such
additional information, further access to the Site, and appropriate facilities,
as the Dispute Board may require for the purposes of making a decision on
such dispute. The Dispute Board shall be deemed to be not acting as
arbitrator(s).
Within 84 days after receiving such reference, or within such other period as
may be proposed by the Dispute Board and approved by both Parties, the
Dispute Board shall give its decision, which shall be reasoned and shall state
that it is given under this Sub-clause. The decision shall be binding on both
Parties, who shall promptly give effect to it unless and until it shall be revised
in an amicable settlement or an arbitral award as described below. Unless the
Contract has already been abandoned, repudiated or terminated, the
Contractor shall continue to proceed with the performance of the Facilities in
accordance with the Contract.
If either Party is dissatisfied with the Dispute Board’s decision, then either
Party may, within 28 days after receiving the decision, give notice to the other
Party of its dissatisfaction and intention to commence arbitration. If the
Dispute Board fails to give its decision within the period of 84 days (or as
otherwise approved) after receiving such reference, then either Party may,
within 28 days after this period has expired, give notice to the other Party of
its dissatisfaction and intention to commence arbitration.
In either event, this notice of dissatisfaction shall state that it is given under
this Sub-clause, and shall set out the matter in dispute and the reason(s) for
dissatisfaction. Except as stated in Annexure-II Sub-clauses 38.6 and 38.7,
neither Party shall be entitled to commence arbitration of a dispute unless a
notice of dissatisfaction has been given in accordance with this Sub-clause.
If the Dispute Board has given its decision as to a matter in dispute to both
Parties, and no notice of dissatisfaction has been given by either Party within
28 days after it received the Dispute Board’s decision, then the decision shall
become final and binding upon both Parties.
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38.4 Amicable Settlement

Where notice of dissatisfaction has been given under Annexure-II Sub-clause
38.3 above, both Parties shall attempt to settle the dispute amicably before
the commencement of arbitration. However, unless both Parties agree
otherwise, arbitration may be commenced on or after the fifty-sixth day after
the day on which notice of dissatisfaction and intention to commence
arbitration was given, even if no attempt at amicable settlement has been
made.
38.5 Arbitration
Unless settled amicably, any dispute in respect of which the Dispute Board’s
decision (if any) has not become final and binding shall be finally settled by
international arbitration. Unless otherwise agreed by both Parties,
(a) arbitration proceedings shall be conducted as stated in the PCC;
(b) if no arbitration proceedings is so stated, the dispute shall be finally
settled by institutional arbitration under the Rules of Arbitration of the
International Chamber of Commerce;
(c) the dispute shall be settled by three arbitrators; and
(d) the arbitration shall be conducted in the language for communications
defined in GCC Sub-clause 7.
The arbitrator(s) shall have full power to open up, review and revise any
certificate, determination, instruction, opinion or valuation of the Project
Director, and any decision of the Dispute Board, relevant to the dispute.
Nothing shall disqualify the Project Director from being called as a witness
and giving evidence before the arbitrator(s) on any matter whatsoever
relevant to the dispute.
Neither Party shall be limited in the proceedings before the arbitrator(s) to
the evidence or arguments previously put before the Dispute Board to obtain
its decision, or to the reasons for dissatisfaction given in its notice of
dissatisfaction. Any decision of the Dispute Board shall be admissible in
evidence in the arbitration.
Arbitration may be commenced prior to or after completion of the Works. The
obligations of the Parties, the Project Director and the Dispute Board shall
not be altered by reason of any arbitration being conducted during the
progress of the Works.
38.6 Failure to Comply with Dispute Board’s Decision

In the event that a Party fails to comply with a Dispute Board decision which
has become final and binding, then the other Party may, without prejudice to
any other rights it may have, refer the failure itself to arbitration under
Annexure-II Sub-clause 38.5. Annexure-II Sub-clauses 38.3 and 38.4 shall not
apply to this reference.
38.7 Expiry of Dispute Board’s Appointment

If a dispute arises between the Parties in connection with the performance of
the Contract, and there is no Dispute Board in place, whether by reason of
the expiry of the Dispute Board’s appointment or otherwise,
(a) Annexure-II Sub-clauses 38.3 and 38.4 shall not apply, and
(b) the dispute may be referred directly to arbitration under Annexure-II
Sub-clause 38.5.
39. Contract Price 39.1 Unless an adjustment clause is provided for in the PCC, the Contract Price shall be
a firm lump sum not subject to any alteration, except in the event of a Change in the
Facilities or as otherwise provided in the Contract.
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39.2 Subject to Annexure-II Sub-clauses 5.2, 10.1, and 28 hereof, the Contractor shall
be deemed to have satisfied itself as to the correctness and sufficiency of the
Contract Price, which shall, except as otherwise provided for in the Contract, cover
all its obligations under the Contract.
40. Taxes and 40.1 Except as otherwise specifically provided in the Contract, the Contractor shall bear
Duties and pay all taxes, duties, levies, and charges assessed on the Contractor, its
Subcontractors, or their employees by all municipal, state, or national government
authorities in connection with the Facilities in and outside of the country where the
Site is located.
40.2 Notwithstanding Annexure-II Sub-clause 40.1 above, the Purchaser shall bear and
promptly pay all customs and import duties as well as other local taxes like, e.g., a
value-added tax (VAT), imposed by the law of the country where the Site is located
on the Plant specified in Price Schedule No. 3B and that are to be incorporated into
the Facilities.
40.3 If any tax exemptions, reductions, allowances, or privileges may be available to the
Contractor in the country where the Site is located, the Purchaser shall use its best
endeavors to enable the Contractor to benefit from any such tax savings to the
maximum allowable extent.
40.4 For the purpose of the Contract, it is agreed that the Contract Price specified in
Article 2 (Contract Price and Terms of Payment) of the Contract Agreement is based
on the taxes, duties, levies, and charges prevailing at the date 28 days prior to the
date of Tender submission in the country where the Site is located (hereinafter
called “Tax” in this Annexure-II Sub-clause 40.4). If any rates of Tax are increased
or decreased, a new Tax is introduced, an existing Tax is abolished, or any change
in interpretation or application of any Tax occurs in the course of the performance
of Contract, which was or will be assessed on the Contractor, Subcontractors, or
their employees in connection with performance of the Contract, an equitable
adjustment of the Contract Price shall be made to fully take into account any such
change by addition to the Contract Price or deduction therefrom, as the case may
be, in accordance with Annexure-II Clause 29 hereof.
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APPENDIX A
General Conditions of Dispute Board Agreement
1 Definitions
Each “Dispute Board Agreement” is a tripartite agreement by and between:
(a) the “Employer”;
(b) the “Contractor”; and
(c) the “Member” who is defined in the Dispute Board Agreement as being:
(i) the sole member of the "DB" and, where this is the case, all references to the
“Other Members” do not apply, or
(ii) one of the three persons who are jointly called the “DB” (or “dispute board”) and,
where this is the case, the other two persons are called the “Other Members”.
The Employer and the Contractor have entered (or intend to enter) into a contract, which is
called the "Contract" and is defined in the Dispute Board Agreement, which incorporates this
Appendix. In the Dispute Board Agreement, words and expressions which are not otherwise
defined shall have the meanings assigned to them in the Contract.
2 General Provisions
Unless otherwise stated in the Dispute Board Agreement, it shall take effect on the latest of
the following dates:
(a) the Commencement Date defined in the Contract,
(b) when the Employer, the Contractor and the Member have each signed the Dispute
Board Agreement, or
(c) when the Employer, the Contractor and each of the Other Members (if any) have
respectively each signed a dispute board agreement.
This employment of the Member is a personal appointment. At any time, the Member may
give not less than 70 days’ notice of resignation to the Employer and to the Contractor, and
the Dispute Board Agreement shall terminate upon the expiry of this period.
3 Warranties
The Member warrants and agrees that he/she is and shall be impartial and independent of
the Employer, the Contractor and the Project Manager. The Member shall promptly disclose,
to each of them and to the Other Members (if any), any fact or circumstance which might
appear inconsistent with his/her warranty and agreement of impartiality and independence.
When appointing the Member, the Employer and the Contractor relied upon the Member’s
representations that he/she is:
(a) experienced in the work which the Contractor is to carry out under the Contract,
(b) experienced in the interpretation of contract documentation, and
(c) fluent in the language for communications defined in the Contract.
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4 General Obligations of the Member
The Member shall:
(a) have no interest financial or otherwise in the Employer, the Contractor or the Project
Manager, nor any financial interest in the Contract except for payment under the
Dispute Board Agreement;
(b) not previously have been employed as a consultant or otherwise by the Employer, the
Contractor or the Project Manager, except in such circumstances as were disclosed in
writing to the Employer and the Contractor before they signed the Dispute Board
Agreement;
(c) have disclosed in writing to the Employer, the Contractor and the Other Members (if
any), before entering into the Dispute Board Agreement and to his/her best knowledge
and recollection, any professional or personal relationships with any director, officer or
employee of the Employer, the Contractor or the Project Manager, and any previous
involvement in the overall project of which the Contract forms part;
(d) not, for the duration of the Dispute Board Agreement, be employed as a consultant or
otherwise by the Employer, the Contractor or the Project Manager, except as may be
agreed in writing by the Employer, the Contractor and the Other Members (if any);
(e) comply with the annexed procedural rules and with Annexture-II Sub-Clause 38.3;
(f) not give advice to the Employer, the Contractor, the Employer’s Personnel or the
Contractor’s Personnel concerning the conduct of the Contract, other than in
accordance with the annexed procedural rules;
(g) not while a Member enter into discussions or make any agreement with the Employer,
the Contractor or the Project Manager regarding employment by any of them, whether
as a consultant or otherwise, after ceasing to act under the Dispute Board Agreement;
(h) ensure his/her availability for all site visits and hearings as are necessary;
(i) become conversant with the Contract and with the progress of the Facilities (and of
any other parts of the project of which the Contract forms part) by studying all
documents received which shall be maintained in a current working file;
(j) treat the details of the Contract and all the DB’s activities and hearings as private and
confidential, and not publish or disclose them without the prior written consent of the
Employer, the Contractor and the Other Members (if any); and
(k) be available to give advice and opinions, on any matter relevant to the Contract when
requested by both the Employer and the Contractor, subject to the agreement of the
Other Members (if any).
5 General Obligations of the Employer and the Contractor
The Employer, the Contractor, the Employer’s Personnel and the Contractor’s Personnel
shall not request advice from or consultation with the Member regarding the Contract,
otherwise than in the normal course of the DB’s activities under the Contract and the Dispute
Board Agreement. The Employer and the Contractor shall be responsible for compliance with
this provision, by the Employer’s Personnel and the Contractor’s Personnel respectively.
The Employer and the Contractor undertake to each other and to the Member that the
Member shall not, except as otherwise agreed in writing by the Employer, the Contractor, the
Member and the Other Members (if any):
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(a) be appointed as an arbitrator in any arbitration under the Contract;
(b) be called as a witness to give evidence concerning any dispute before arbitrator(s)
appointed for any arbitration under the Contract; or
(c) be liable for any claims for anything done or omitted in the discharge or purported
discharge of the Member’s functions, unless the act or omission is shown to have been
in bad faith.
The Employer and the Contractor hereby jointly and severally indemnify and hold the
Member harmless against and from claims from which he is relieved from liability under the
preceding paragraph.
Whenever the Employer or the Contractor refers a dispute to the DB under Annex ure-I I
SubCl u se3 8. 3 which will require the Member to make a site visit and attend a hearing, the
Employer or the Contractor shall provide appropriate security for a sum equivalent to the
Reasonable expenses to be incurred by the Member. No account shall be taken of any
other payments due or paid to the Member.
6 Payment
The Member shall be paid as follows, in the currency named in the Dispute Board
Agreement:
(a) a retainer fee per calendar month, which shall be considered as payment in full for:
(i) being available on 28 days’ notice for all site visits and hearings;
(ii) becoming and remaining conversant with all project developments and
maintaining relevant files;
(iii) all office and overhead expenses including secretarial services, photocopying
and office supplies incurred in connection with his duties; and
(iv) all services performed hereunder except those referred to in sub-paragraphs (b)
and (c) of this Clause.
The retainer fee shall be paid with effect from the last day of the calendar month in
which the Dispute Board Agreement becomes effective; until the last day of the
calendar month in which the Taking-Over Certificate is issued for the whole of the
Works.
With effect from the first day of the calendar month following the month in which
Taking-Over Certificate is issued for the whole of the Works, the retainer fee shall be
reduced by one third This reduced fee shall be paid until the first day of the calendar
month in which the Member resigns or the Dispute Board Agreement is otherwise
terminated.
(c) a daily fee which shall be considered as payment in full for:
(i) each day or part of a day up to a maximum of two days’ travel time in each
direction for the journey between the Member’s home and the site, or another
location of a meeting with the Other Members (if any);
(ii) each working day on site visits, hearings or preparing decisions; and
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(iii) each day spent reading submissions in preparation for a hearing.
(c) all reasonable expenses including necessary travel expenses (air fare in less than first
class, hotel and subsistence and other direct travel expenses) incurred in connection
with the Member’s duties, as well as the cost of telephone calls, courier charges, faxes
and telexes: a receipt shall be required for each item in excess of five percent of the
daily fee referred to in sub-paragraph (b) of this Clause;
(d) any taxes properly levied in the Country on payments made to the Member (unless a
national or permanent resident of the Country) under this Clause 6.
The retainer and daily fees shall be as specified in the Dispute Board Agreement.
Unless it specifies otherwise, these fees shall remain fixed for the first 24 calendar
months, and shall thereafter be adjusted by agreement between the Employer, the
Contractor and the Member, at each anniversary of the date on which the Dispute
Board Agreement became effective.
If the parties fail to agree on the retainer fee or the daily fee the appointing entity or
official named in the PCC shall determine the amount of the fees to be used.
The Member shall submit invoices for payment of the monthly retainer and air fares
quarterly in advance. Invoices for other expenses and for daily fees shall be submitted
following the conclusion of a site visit or hearing. All invoices shall be accompanied by
a brief description of activities performed during the relevant period and shall be
addressed to the Contractor.
The Contractor shall pay each of the Member’s invoices in full within 56 calendar days
after receiving each invoice and shall apply to the Employer (in the Statements under
the Contract) for reimbursement of one-half of the amounts of these invoices. The
Employer shall then pay the Contractor in accordance with the Contract.
If the Contractor fails to pay to the Member the amount to which he/she is entitled
under the Dispute Board Agreement, the Employer shall pay the amount due to the
Member and any other amount which may be required to maintain the operation of the
DB; and without prejudice to the Employer’s rights or remedies. In addition to all other
rights arising from this default, the Employer shall be entitled to reimbursement of all
sums paid in excess of one-half of these payments, plus all costs of recovering these
sums and financing charges calculated at the rate specified in accordance with GCC
Sub-Clause 27.5.
If the Member does not receive payment of the amount due within 70 days after
submitting a valid invoice, the Member may (i) suspend his/her services (without
notice) until the payment is received, and/or (ii) resign his/her appointment by giving
notice under Clause 7.
7 Termination
At any time: (i) the Employer and the Contractor may jointly terminate the Dispute Board
Agreement by giving 42 days’ notice to the Member; or (ii) the Member may resign as
provided for in Clause 2.
If the Member fails to comply with the Dispute Board Agreement, the Employer and the
Contractor may, without prejudice to their other rights, terminate it by notice to the Member.
The notice shall take effect when received by the Member.
If the Employer or the Contractor fails to comply with the Dispute Board Agreement, the
Member may, without prejudice to his other rights, terminate it by notice to the Employer and
the Contractor. The notice shall take effect when received by them both.
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Any such notice, resignation and termination shall be final and binding on the Employer, the
Contractor and the Member. However, a notice by the Employer or the Contractor, but not by
both, shall be of no effect.
8 Default of the Member
If the Member fails to comply with any of his obligations under Clause 4 concerning his
impartiality or independence in relation to the Employer or the Contractor, he/she shall not be
entitled to any fees or expenses hereunder and shall, without prejudice to their other rights,
reimburse each of the Employer and the Contractor for any fees and expenses received by
the Member and the Other Members (if any), for proceedings or decisions (if any) of the DB
which are rendered void or ineffective by the said failure to comply.
9 Disputes
Any dispute or claim arising out of or in connection with this Dispute Board Agreement, or the
breach, termination or invalidity thereof, shall be finally settled by institutional arbitration. If no
other arbitration institute is agreed, the arbitration shall be conducted under the Rules of
Arbitration of the International Chamber of Commerce by one arbitrator appointed in
accordance with these Rules of Arbitration.
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Annex - DISPUTE BOARD GUIDELINES
1. Unless otherwise agreed by the Employer and the Contractor, the DB shall visit the
site at intervals of not more than 140 days, including times of critical construction
events, at the request of either the Employer or the Contractor. Unless otherwise
agreed by the Employer, the Contractor and the DB, the period between consecutive
visits shall not be less than 70 days, except as required to convene a hearing as
described below.
2. The timing of and agenda for each site visit shall be as agreed jointly by the DB, the
Employer and the Contractor, or in the absence of agreement, shall be decided by the
DB. The purpose of site visits is to enable the DB to become and remain acquainted
with the progress of the Works and of any actual or potential problems or claims, and,
as far as reasonable, to prevent potential problems or claims from becoming disputes.
3. Site visits shall be attended by the Employer, the Contractor and the Project Manager
and shall be co-ordinated by the Employer in co-operation with the Contractor. The
Employer shall ensure the provision of appropriate conference facilities and secretarial
and copying services. At the conclusion of each site visit and before leaving the site,
the DB shall prepare a report on its activities during the visit and shall send copies to
the Employer and the Contractor.
4. The Employer and the Contractor shall furnish to the DB one copy of all documents
which the DB may request, including Contract documents, progress reports, variation
instructions, certificates and other documents pertinent to the performance of the
Contract. All communications between the DB and the Employer or the Contractor
shall be copied to the other Party. If the DB comprises three persons, the Employer
and the Contractor shall send copies of these requested documents and these
communications to each of these persons.
4. If any dispute is referred to the DB in accordance with Annex ure-I I SubCl use 38. 3 ,
the DB shall proceed in accordance with Annex ure-I I SubCl use 38. 3and these
Guidelines. Subject to the time allowed to give notice of a decision and other relevant
factors, the DB shall:
(a) act fairly and impartially as between the Employer and the Contractor, giving
each of them a reasonable opportunity of putting his case and responding to the
other’s case, and
(b) adopt procedures suitable to the dispute, avoiding unnecessary delay or

expense.
6. The DB may conduct a hearing on the dispute, in which event it will decide on the date
and place for the hearing and may request that written documentation and arguments
from the Employer and the Contractor be presented to it prior to or at the hearing.
7. Except as otherwise agreed in writing by the Employer and the Contractor, the DB
shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or
audience at hearings to any persons other than representatives of the Employer, the
Contractor and the Project Manager, and to proceed in the absence of any party who
the DB is satisfied received notice of the hearing; but shall have discretion to decide
whether and to what extent this power may be exercised.
8. The Employer and the Contractor empower the DB, among other things, to:
(a) establish the procedure to be applied in deciding a dispute,
(b) decide upon the DB’s own jurisdiction, and as to the scope of any dispute
referred to it,
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(c) conduct any hearing as it thinks fit, not being bound by any rules or procedures
other than those contained in the Contract and these Guidelines,
(d) take the initiative in ascertaining the facts and matters required for a decision,
(e) make use of its own specialist knowledge, if any,
(f) decide upon the payment of financing charges in accordance with the Contract,
(g) decide upon any provisional relief such as interim or conservatory measures,
(h) open up, review and revise any certificate, decision, determination, instruction,
opinion or valuation of the Project Manager, relevant to the dispute, and
(i) appoint, should the DB so consider necessary and the Parties agree, a suitable
expert at the cost of the Parties to give advice on a specific matter relevant to the
dispute.
9. The DB shall not express any opinions during any hearing concerning the merits of any
arguments advanced by the Parties. Thereafter, the DB shall make and give its
decision in accordance with Annex ure-I I SubCl use38. 3, or as otherwise agreed
by the Employer and the Contractor in writing. If the DB comprises three persons:
(a) it shall convene in private after a hearing, in order to have discussions and
prepare its decision;
(b) it shall endeavour to reach a unanimous decision: if this proves impossible the
applicable decision shall be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to the
Employer and the Contractor; and
(c) if a Member fails to attend a meeting or hearing, or to fulfil any required function,
the other two Members may nevertheless proceed to make a decision, unless:
(i) either the Employer or the Contractor does not agree that they do so, or
(ii) the absent Member is the chairman and he/she instructs the other Members
to not make a decision.
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Section 4. Particular Conditions of Contract

Instructions for completing the Particular Conditions of Contract are provided, as needed, in the notes in
italics mentioned for the relevant GCC clauses and Annexure-II Clauses.
GCC Clause Amendments of, and Supplements to, Clauses in the General Conditions of
Contract
GCC 1.1(j) The Purchaser is:

Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production
at Thakurgaon Sugar Mills Limited.
GCC 1.1(o) The site/point of delivery is:
Thakurgaon Sugar Mills Limited.
Thakurgaon, Bangladesh.
The following documents shall also be part of the Contract:
GCC 5.1(i)
(a) Memorandum of Understanding (MoU) between Purchaser and Supplier
(EPC Contractor), if any;
(b) Letter of Acceptance by the Supplier;
(c) Reply of clarifications from the Supplier, if any;
(d) Purchaser’s letter regarding clarification, if any;
(e) Tender (Bid) submitted by the Supplier;
(f) Tender (Bid) Document and subsequent document;
(g) Any amendments made in the Contract.
GCC 11.1 For notices, the Purchaser’s contact details shall be:
Attention:
“Replacement of Old Machinery and Addition of Machinery for Beet Sugar Production
at Thakurgaon Sugar Mills Limited”.
Chinishilpa Bhaban (9th Floor), 3, Dilkusha Commercial Area, Dhaka-1000.
Telephone: +8801711875818, +8801745140800
Facsimile number: +88029555780, +88029550481
Electronic mail address:pdtsmbsfic@gmail.com
For notices, the Supplier’s contact details shall be:

Attention:
Address:
Telephone:
Facsimile number:
Electronic mail address:
GCC 18.1 The scope of Supply shall be defined in: [insert “section 6, Schedule of Supply” ]
or
[At the time of awarding the Contract, the Purchaser shall specify any change in the Scope
of Supply with respect to Section 6, Schedule of supply included in the Tender Document.
Such changes may be due, for instance, if the quantities of goods and related Services
are increased or decreased at time of award]
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GCC 22.2 The packing, marking and documentation within and outside the packages shall be:
[insert in detail the type of packing required, the markings in the packing and all
documentation required]
The outer packing may be clearly marked on at least four slides as follows:
Name and address of Purchaser
Name of the Supplier
Contract Description
Final Destination/Delivery Point
Gross weight
Package number of total number of packages
Brief description of the content
Any special lifting instructions
Any special handling instructions
[Note:The above requirements should be reviewed by a Purchaser on a case-by-
case basis, with amendments being made as necessary.]
GCC 23.2 Details of shipping and documents to be furnished by the Supplier shall be:
“For Goods supplied from abroad as per INCOTERM CIF or CIP:
Upon shipment, the Supplier shall notify the Purchaser and the Insurance Company
by telex or fax the full details of the shipment, including Contract number, description
of Goods, quantity, the vessel, the bill of lading number and date, port of loading, date
of shipment, port of discharge, etc. The Supplier shall send the following documents
to the Purchaser, with a copy to the Insurance Company:
(a) 10 (Ten) copies of the Supplier’s invoice showing the description of the Goods,
quantity, unit price, and total amount;
(b) original and 10 (Ten) copies of the negotiable, clean, on-board bill of lading
marked “freight prepaid” and 10 (Ten) copies of non-negotiable bill of lading;
(c) 10 (Ten) copies of the packing list identifying contents of each package;
(d) 10 (Ten) copies of insurance certificate;
(e) 10 copies of the freight memo
(f) 10 copies of the certificate of origin
(g) 10 copies of the pre-shipment inspection certificate issued by nominated inspection
agencies.
(h) 10 (Ten) copies of the manufacturer’s factory test certificates
(i) 10 (Ten) copies of Factory test witnessing Certificates and
(j) Manufacturer’s or Supplier’s warranty certificate;
The Purchaser shall receive the above documents at least one week before arrival of
the Goods at the port or place of arrival and, if not received, the Supplier will be
responsible for any consequent expenses.
[Note : The above requirements should be reviewed by a Purchaser on a case-by-

case basis, with amendments being made as necessary.]
For Goods from within the Purchaser’s country as per INCOTERM EXW:
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Upon delivery of the Goods to the transporter, the Supplier shall notify the Purchaser
and send the following documents to the Purchaser:
(a) 10 (Ten) copies of the Supplier’s invoice showing the description of
the Goods, quantity, unit price, and total amount;
(b) delivery note, railway receipt, or truck receipt;
(c) Manufacturer’s or Supplier’s warranty certificate;
(d) inspection certificate issued by the nominated inspection agency,
and the Supplier’s factory inspection report; and
(e) certificate of origin.
The Purchaser, shall receive the above documents before the arrival of the Goods
and, if not received, the Supplier will be responsible for any consequent expenses.
[Note: The above requirements should be reviewed by a Purchaser on a case-by-case

basis, with amendments being made as necessary.]
GCC 25.1 The total price is sum of LSTK Price to be Mentioned by the Tenderer.
The LSTK Price includes the cost of required goods, works, services and Freight
(SEA Freight/Air Freight) charges from the Port of Loading to Port of Destination,
Clearing & Forwarding Cost, Local Transportation cost including Loading
Unloading, Agency Commission and Service Charges (if any) of Local Trading
House/ Agent’s and related other expenses.
GCC 26.2 Responsibility of the Purchaser and Supplier is :

Annexure-II Clause 5 and 6
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GCC 27.1 The method and conditions of payment to be made to the Supplier under this Contract
shall be as follows:
Ten percent (10%) of the total amount of contract price as an advance payment will be paid
against irrevocable advance payment security for the equivalent amount made out in favour
of the purchaser. The advance payment security shall remain valid until issuance of
Operational Acceptence Certificate and final payment. The advance payment will be
adjusted by deducting 10% from each submitted bill.
Plant and Equipment Supplied from within the Employer’s Country

In respect of plant and equipment supplied from within the Employer’s country, the follw
ing payments shall be made following the GCC clause 23:
Thirty percent (30%) of the total or pro rata EXW amount upon Incoterm “Ex-Works,”
upon delivery to the site within forty-five (45) days after receipt of invoice.
Forty percent (40%) of the total EXW amount upon satisfactory Site Inspection of
Plant Equipment, Materials within Forty Five (45) days after receipt of invoice. The
invoice shall be approved by the Project Director.
Fifteen percent (15%) of the total or pro rata EXW amount upon issue of the
Completion Certificate, within forty-five (45) days after receipt of invoice.
Fifteen percent (15%) of the total or pro rata EXW amount upon issue
of the Operational Acceptance Certificate, within forty-five (45) days after receipt
of invoice.
Plant and Equipment Supplied from Abroad

In respect of plant and equipment supplied from abroad, the following payments sha
ll be made:
Sixty percent (60%) of the total or pro rata “CIF” or “CIP” amount upon Incoterm
“CIF” or “CIP” upon delivery to carrier within forty five (45) days after receipt of
documents as per GCC Clause no. 23.2.
Ten percent (10%) of the total or pro rata CIF or CIP amount upon satisfactory site
inspection of plant and equipment, Materials within Forty five (45) days after receipt of
invoice. The invoice with signed receiving cum damage report issued by the BSFIC.
Twenty percent (20%) of the total or pro rata CIF or CIP amount upon issue of the
Ten percent (10%) of the total or pro rata CIF or CIP amount upon issue of the
Operational Acceptance Certificate, within forty-five (45) days after receipt of
invoice.
Design Services
In respect of design services for both the foreign currency and the local currency
portions, the following payments shall be made:
Eighty percent (80%) of the total or pro rata design services amount upon
acceptance of design by the Project Manager within forty-five (45) days after
receipt of invoice.
Ten percent (10%) of the total or pro rata design services amount upon issue of the
Ten percent (10%) of the total or pro rata design services amount upon issue of the
Operational Acceptance Certificate, within forty-five (45) days after receipt of
invoice.
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Civil works, Installation, comisioning and other Services

In respect of installation services for both the foreign and local currency portions
the following payments shall be made:
Eighty percent (80%) of the measured value of work (Civil works) performed by the
Contractor, as identified in the said Program will be paid besed on the monthly progress of
the work within forty-five (45) days after receipt of invoice.
Ten percent (10%) of the total or pro rata value of installation services performed by
the Contractor as evidenced by the Employer’s authorization of the Contractor’s
applications, upon issue of the Completion Certificate, within forty-five (45) days after
receipt of invoice.
Ten percent (10%) of the total or pro rata value of installation services performed by
the Contractor as evidenced by the Employer’s authorization of the Contractor’s
applications, upon issue of the Operational Acceptance Certificate, within forty-five (45)
days after receipt of invoice.
(B) Payment Procedures
The procedures to be followed in applying for certification and making payments shall
be as follows:
1. Local Currency [BDT]

Eligible claims for Local Currency [Bangladesh Taka] payment shall be made
by the Employer through transfer of fund to Contractor’s account or through
account payee cheque.
2. Foreign Currency
Foreign Currency payment shall be made through irrevocable Letter of Credit
(L/C). The Letter of Credit (L/C) will be opened based on the list of the equipements
(Goods) provided by the Contractor which is ready for shipment. Amount to be
acertained. All foreign currency payment shall be made upon issuance of payment
advice to the Bank by the Project Director of the concerned project.
All Bank charges for opening, amendment, prolongation and payment out of the L/C
within the territory of Bangladesh shall be paid by the Employer and outside
the territory of Bangladesh shall be paid by the Contractor, But in case the
amendment of the L/C is required due to the cause of the
Contractor, the amendment charge shall be paid by the Contractor.
3. Procedure of Progress payment against the service:
On or about the first day of each month the contractor will prepare a bill in prescribed
form of the value (as per breakdown estimate) of service done up to such date. The
estimated cost of service which, do not conform to the specification will be deducted
from the billed amount. Payment willl be made to the contractor as stipulated above.
Such intermediate payment shall be regarded as payment by way of advance against
the final payment for work actually done and shall not preclude the requiring of bad,
unsound and imperfect work to be removed and constructed. Such payment shall not
be considered as admission that the contract performance has been completed nor
shall it indicate the accruing or any claim or shall it conclude, determine affect in any
way the powers of BSFIC under this contract to final settlement and adjustment of the
account or in any other way vary or affect the contract.
4. Contractor’s Breakdown Estimate:
The contractor shall prepare and submit to the Project Director for approval a
breakdown estimate for and covering each lump-sum price stated in the contract. The
breakdown estimate showing the value of each kind of service shall be certified by
Project Engineer and approved by the Project Director before any partial payment
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estimate is prepared. Such items as bond premium, temporary facilities and plant may
be listed seperately in the breakdown estimate, provided that their cost can be
substantiated.
The sum of the items listed in any breakdown estimate shall equal to the contract lump-
sum price or prices, overhead and profit shall not be listed as separate items.
5. Late Payment:
No Interest will be paid for late payment.
6. Local Agent Commission:
Local Agent commission will be paid proportionately from each submitted bill. For
payment to the contractor, the grand total of the whole package (Form 3G) will be
determined with local agent commission.
GCC 27.3 Payments shall be made in no case later than the 45 (Forty Five) days after
submission of an invoice or request for payment by the Supplier, and after the
Purchaser has accepted it.
GCC 27.5 Not Applicable.

The insurance coverage shall be as stated in Appendix-3.
GCC 28.2
The inspections and tests shall be carried out as stated in Annexure-II Clause 16.
GCC 32.1
GCC 33.3 The period of validity of the Warranty shall be as follows:

The Warranty for the Goods, Works and related services shall remain valid for 24
(twenty four) months from the date of issuance of Final Acceptance Certificate (FAC).
The Contractor/Supplier shall also furnish to and for the benefit of the Purchaser
warranties and guaranties from all manufacturers for the goods supplied under the
contract.
For purposes of the Warranty, the place of final destination shall be: Thakurgaon
Sugar Mills Limited”, Thakurgaon, Bangladesh.
GCC 33.6 The Supplier shall correct any defects covered by the Warranty within the shortage
possible time of being notified by the Purchaser of the occurrence of such defects.
GCC 35.1 Applicable rate for liquidated damages:

0.1% of the Contract Price per day as delay damages for the first 28 days of delay
0.2% of the Contract Price per day as delay damages for the second 28 days of delay and
thereafter
Maximum deduction for liquidated damages: 10% of the Contract Price.
GCC 47.2(b) The name of the appointing authority of the Adjudicator

Chairman, Bangladesh Sugar and Food Industries Corporation.
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GCC 47.3(b) The rules of procedure for arbitration proceedings shall be as follows:
[The tender documents should contain one clause to be retained in the event of a
Contract with a foreign Supplier and one clause to be retained in the event of a
Contract with a Supplier who is a national of the Bangladesh. .
“Clause (i) shall be retained in the case of a Contract with a foreign Supplier and clause
(ii) shall be retained in the case of a Contract with a national of the Purchaser’s
country.”]
(i) Contract with foreign Supplier:
[For contracts entered into with foreign suppliers, International commercial arbitration
may have practical advantages over other dispute settlement methods. The World
Bank should not be named as arbitrator, nor should it be asked to name an arbitrator.
Among the rules to govern the arbitration proceedings, the Purchaser may wish to
consider the United Nations Commission on International Trade Law (UNCITRAL)
Arbitration Rules of 1976, the Rules of Conciliation and Arbitration of the International
Chamber of Commerce (ICC), the Rules of the London Court of International
Arbitration or the Rules of Arbitration Institute of the Stockholm Chamber of
Commerce.]
If the Purchaser chooses the UNCITRAL Arbitration Rules, the following sample
clause should be inserted:
GCC 47.3 (b)—Any dispute, controversy or claim arising out of or relating to this
Contract, or breach, termination or invalidity thereof, shall be settled by arbitration in
accordance with the UNCITRAL Arbitration Rules as at present in force.
If the Purchaser chooses the Rules of ICC, the following sample clause should be
inserted:
GCC 47.3 (b)—All disputes arising in connection with the present Contract shall be
finally settled under the Rules of Conciliation and Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with said
Rules.
If the Purchaser chooses the Rules of Arbitration Institute of Stockholm Chamber of
Commerce, the following sample clause should be inserted:
GCC 47.3 (b)—Any dispute, controversy or claim arising out of or in connection with
this Contract, or the breach termination or invalidity thereof, shall be settled by
arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm
Chamber of Commerce.
If the Purchaser chooses the Rules of the London Court of International Arbitration,
the following clause should be inserted:
GCC 47.3 (b)—Any dispute arising out of or in connection with this Contract, including
any question regarding its existence, validity or termination shall be referred to and
finally resolved by arbitration under the Rules of the London Court of International
Arbitration, which rules are deemed to be incorporated by reference to this clause.
(b)Contracts with Supplier national of the Purchaser’s country:

In the case of a dispute between the Purchaser and a Supplier who is a national of
the Bangladesh, the dispute shall be referred to adjudication or arbitration in
accordance with the laws of the Bangladesh i,e Arbitration Act ( Act No 1 of 2001) of
Bangladesh as at present in force.
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Annexure- II The Contractor agrees to supply spare parts for a period of years: 5 years, starting
with the date of Completion on expiry of 2 years warranty period.
3.3
The Contractor shall carry sufficient inventories to ensure an ex-stock supply of
consumables, spare parts and components for the Plant. In addition, in the event of
termination of the production of spare parts, advance notification will be made to the
Purchaser of the pending termination, with sufficient time to permit the Purchaser to
procure the needed requirement. Following such termination, the Contractor will
furnish to the extent possible and at no cost to the Purchaser the blueprints, drawings
and specifications of the spare parts, if requested.
Annexure- II The Contractor shall commence work on the Facilities immediately upon the Effective Date
for determining Time for Completion as specified in the Contract Agreement.
4.1
Annexure- II The Time for Completion of the whole of the Facilities shall be 730 days from the
Effective Date as described in the Contract Agreement.
4.2
Annexure- II The amount of performance security, as a percentage of the Contract Price for the Facility
or for the part of the Facility for which a separate Time for Completion is provided, shall
7.3.1 be: Ten percent (10%)
The performance security shall be in the form of an unconditional and irrevocable Bank
Annexure- II
Guarantee (on non-judicial stamp) in favor of The Project Director, “Replacement of
7.3.2 Old Machinery and Addition of Machinery for Beet Sugar Production at Thakurgaon
Sugar Mills Ltd.” Project,, Bangladesh Sugar and Food Industries Corporation
(BSFIC), Chinishilpa Bhaban (9th Floor), 3 Dilkusha C/A. Dhaka-1000, Bangladesh
by a scheduled bank in Bangladesh or a foreign bank duly endorsed and authenticated
by a Scheduled Bank in Bangladesh payable as per form included in Section 9 (contract
form).
The Performance Security shall remain valid until completion of 2 (two) years Warranty
Annexure- II
Period plus 28 (twenty-eight) days. Performance security shall not be reduced. If there is
7.3.3 no reason to call the Performance Security, the Performance Security shall be discharged
by the Purchaser and returned to the Contractor not later than 28 (twenty-eight) days
following the date of completion of Warranty Period.Provided ,however, that if defect liablity
period has been extended on any part of the facilities pursuant to Annexure –II Clause
20.8 hereof, the contractor shall issue an additional security in an amount proportionate to
the contract price of that part.
Annexure -II Replace Annexure –II Sub-clause 14.2.4 with the following
14.2.4
The Contractor shall be entirely responsible for Bangladesh customs clearance of all materials,
supplies, equipment, tools and other articles shipped into Bangladesh by the Contractor for the
accomplishment of this Work, including the food and the personal effect of the Contractor's
personnel. This customs clearance will take place at any Bangladesh port.
The contractor shall entirely responsible to pay for all payment for clearance charge,
storage charge, fees etc. (claimed by Clearing Agents, if any). The demurrage charges by
the Port Authority will be borne by the Contractor. Tools and equipment for use during
construction but which are to remain the property of the Contractor and which are to be
exported by the Contractor from Bangladesh at the completion of the Work shall be carefully
documented and specially listed to facilitate both import and export.
The Contractor shall determine prior to shipment the customs regulations applicable to this
special case as well as normal import rules and regulations applicable.
The contractor shall be responsible to pay VAT and taxes related to C&F agency services
purposes as per prevailing law of Bangladesh. The Contractor shall also be responsible for
inland transport by barge/ truck/train to the Site.
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Annexure-II The following sentence shall be added at the end of Annexure –II Sub-clause 16.3
16.3
Four weeks are deemed for the advance notification of testing.
Annexure-II The Guarantee Test of the Facilities shall be successfully completed within 30 days from the
18.2.2 date of Completion.
Annexure-II No bonus will be given for earlier Completion of the Facilities or part thereof.
19.3
The Defect Liability Period shall be 730 days from the date of Operational Acceptance
Annexure-II
certificate of the Facilities.
20.2
Annexure-II During defect liability Period, if any eqquipment/materials is damaged and replaced by the
20.10 contractor, fresh defect liability period for 730 days shall be counted for the replaced
equipment/materials.
Annexure-II The multiplier of the Contract Price is: 110%

23.1 (a)
Annexure-II A new Sub-Clause is added at the end of Clause 27:

27
27.8 The Contractor shall arange cargo insurance with a internationaly reputed insurance
company with the prior approval of the purchaser.
Besides cargo insurance, all insurance shall be done with Sadharan Bima Corporation,
Bangladesh, who are the sole public sector general insurance organization in the
country.
Annexure-II The DB shall be appointed within 3 (three) months after the Effective Date.
38.1
The DB shall be three suitably qualified persons. DB will be formed according to PPR 2008.
Annexure-II Incase of failure to agree Dispute Board, the appointment of Dispute Board shall be made
38.2 according to PPR 2008 and Annexure –II Clause 38.2.
Arbitration proceedings shall be conducted according to PPR-2008 and the following rules:
Annexure-II
a) Contracts with contractors: International Chamber of Commerce.
38.5 b) Contracts with contractors being nationals of the Emplouer’s country: The Arbitration act,
2001 (Act No. 1 of 2001)
c) Location of arbritration:
Contracts with foreign contractors: location, UK
Contracts with contractors being nationals of the Purchaser’s country: Dhaka,
Bangladesh.
Annexure- II Replace Sub-Clause 40.2 as follows:

40 a) For Contractor’s equipment and materials
The Contractor shall pay Custom and Import duties, VAT, taxes and all other levies for
Construction equipment, tools and materials etc. which shall be imported
on the condition of re-exportable basis, if the same are not exempted from such taxes,
VAT & levies.
b) Bangladesh Income tax and VAT
The Purchaser shall deduct all taxes and value added tax (VAT) at prescribed rate at
the prevailing rule of the Government from all payments of foreign currency & local
currency (except on CIF price mentioned in From-3B of Price schedule) under the
Contract and shall deposit the same to the Government of Bangladesh in the credit of
the Contractor.The evidence of the deposit will be provided to the Contractor. The
Contractor shall also pay all sale taxes & VAT for all goods, materials, equipment,
services on Local currency portion of the Contract Price at the prevailing rule of the
Government which shall be deducted at source during payment of bills.
c) Foreign Country Taxes and Permits:
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The Contractor shall pay all sales, income and other taxes and duties, tariffs and imports
that can be lawfully assessed against the contractor by the Government or any lawful
authority of any country other than the people's Republic of
Bangladesh which has jurisdiction over the contract or inconnection with this
contract and shall pay for all licenses permits and inspection required for the work
including the cost or securing all export licenses and permits for materials, equipment,
supplies and personnel exported from that country to Bangladesh.
d) Customs and Import Duties, Levies and all other Charges for BSFIC Property:
The project “Replacement of Old Machinery and Addition of Machinery for Beet Sugar
Production at Thakurgaon Sugar Mills Ltd.” Project, under BSFIC shall pay all
Bangladesh customs and import duties and all other levies arising from the importation
of all material and equipment (as mentioned in From-3B of Price schedule) which
shall be BSFIC property under the contract. The project of BSFIC shall not bear any
expenditure on account of import of normal cement, sand, stone sand rebar, if any,
by the contractor. The contractor shall submit to BSFIC copies of non-negotiable
clean shipping document ahead of shipment for arranging payment of such taxes. The
contractor shall bear port demurrage & others charges due to delay submission of
shipping documents, any discrepancies, late assessment of imported goods.
e) Contractor’s Responsibility to get acquainted with Bangladesh Laws, Import
Policy, etc.:
The Contractor shall get himself acquainted with the relevant Bangladesh Laws as well
as the Import Policy of the Government of People's Republic of Bangladesh
remaining in force regarding import of banned items, if any, during the execution of
the Contract. Incase of import of any banned items and/or contraband
item, the consequential effect shall rest with the Contractor. Similarly the Contractor
shall be responsible for any non-conformance of Bangladesh Laws either by his
own employees or any of the employees of his Subcontractors during execution of the
Contract.
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Section 5. Tender Forms
Title Form
Tender Forms
Tender Submission Letter for Technical Part Form – 1
Tenderer Information Sheet Form– 2
Tender Submission Letter for Financial Part Form– 3
Price Schedule Form- 3A, 3B, 3C & 3D
Technical Proposal Form – 4A
Specifications Submission and Compliance Sheet Form – 4B
Manufacturer’s Authorisation Letter Form – 5
Bank Guarantee for Tender Security Form – 6
Form of Joint Venture Agreement Form -7
The above Forms comprises part of the Tender and should be completed as stated in ITT
Clause 21, 23, 25, TDS, PCC, Annexure-I and Annexure-II.
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Tender Submission Letter for Technical offer (Form – 1)

[This letter shall be completed and signed by the Authorized Signatory
preferably on the Letter-Head pad of the Tenderer].
To: Date:
[Contact Person]
[Name of Purchaser]
[Address of Purchaser]
Invitation for Tender No: [indicate IFT No]
Tender Package No: [indicate Package No]
Lot No: [indicate number of Lots]
We, the undersigned, offer to supply in conformity with the Tender Document the
following Goods and related Services:
In signing this letter, and in submitting our Tender, we also confirm that:
a) our Tender shall be valid for the period stated in the Tender Data Sheet (ITT Sub-
Clause 27.2) and it shall remain binding upon us and may be accepted at any time
before the expiration of that period;
b) a Tender Security is attached in the form of a bank guarantee] in the amount stated in
the Tender Data Sheet (ITT Clause 29) and valid for a period of 28 days beyond the
Tender validity date;
c) if our Tender is accepted, we commit to furnishing a Performance Security in the

amount stated in the Tender Data Sheet (ITT Sub-Clause 63.2) in the form stated in
ITT Sub-Clause 64.1 and valid for a period of 28 days beyond the date of completion
of our performance obligations;
d) we have examined and have no reservations to the Tender Document, issued by you
on [insert date]; including Addendum to Tender Documents No(s) [state
numbers] ,issued in accordance with the Instructions to Tenderers (ITT Clause 11).
[insert the number and issuing date of each addendum; or delete this sentence if no
Addendum have been issued];
e) we, including as applicable, each member of JVCA , subcontractor for any part of the
contract resulting from this Tender process, have nationalities from eligible countries,
in accordance with ITT Sub-Clause 5.1;
f) we are submitting this Tender as a sole Tenderer
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g) we are not a Government owned entity as defined in ITT Sub-Clause 5.3

or
we are a Government owned entity, and we meet the requirements of ITT Sub-
Clause 5.3];
(delete one of the above as appropriate)
h) we are submitting this Tender as a sole Tenderer in accordance with ITT Sub-Clause 5
or
we are submitting this Tender as the partners of a JVCA, comprising the following other
partners in accordance with ITT Clause 14 and as stated in TDS;
Name of Partner Address of Partner

1
2
3
4
i) we, including as applicable any JVCA partner, declare that we are not associated, nor
have been associated in the past, directly or indirectly, with a consultant or any other
entity that has prepared the design, specifications and other documents in accordance
with ITT Clause 5.5;
j) we, including as applicable each member of JVCA and subcontractor have not been
declared ineligible by the Government of Bangladesh on charges of engaging in corrupt,
fraudulent, collusive or coercive practices, in accordance with ITT Sub-Clause 5.6;
k) furthermore, we are aware of ITT Sub Clause 4.3 concerning such practices and
pledge not to indulge in such practices in competing for or in executing the Contract;
l) we, confirm that we do not have a record of poor performance, such as abandoning
the Supply, not properly completing contracts, inordinate delays, or financial failure as
stated in ITT Sub-Clause 5.8, and that we do not have, or have had, any litigation
against us, other than that stated in the Tenderer Information Sheet(Form -2);
m) we are not participating as Tenderers in more than one Tender in this Tendering
process. We understand that your written Notification of Award shall become a binding
Contract between us, until a formal Contract is prepared and executed;
n) we understand that you reserve the right to accept or reject any Tender, to cancel the
Tender proceedings, or to reject all Tenders, without incurring any liability to Tenderers,
in accordance with ITT Clause 58.1.
Signature: [insert signature of authorized representative

of the Tenderer]
Name: [insert full name of signatory with National ID]
In the capacity of: [insert designation of signatory]
Duly authorized to sign the Tender for and on behalf of the Tenderer
[If there is more than one (1) signatory, or in case of JVCA, add other boxes and sign accordingly].
Attachment 1: Written confirmation authorizing the above signatory(ies) to commit the Tenderer,
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Tenderer Information Sheet (Form -2)
A. Eligibility Information of the Individual Tenderer/ Each JVC Member
B. JVC Information Sheet
C. Litigation History
D. Overall Experience
E. Specific Experience
F. Financial Situation
G. Financial Resources
H. Average Annual Turnover
I. Current Contract Commitment
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[The Tenderer shall fill in this Form in accordance with the instructions indicated below. No alterations
to its format shall be permitted and no substitutions shall be accepted]
Invitation for Tender No: [Indicate IFT No] Date [Insert date of
Tender Submission]
Tender Package No: [Indicate Package No]
A. Individual Tenderers or Each JVCA member must fill up this sheet and provide attachment as per 1.6
below
1. Eligibility Information of the Tenderer [ITT Clauses 5 & 21]
1.1 Tenderer’s Legal Name:

1.2 Tenderer’s legal address in Country of
Registration
1.4 Tenderer’s Year of Registration
1.5 Tenderer’s Authorised Representative

Information
Name
National ID number
Address
Telephone / Fax Numbers
e-mail address
1.6 Attached are copies of original documents of : [check box(es) of the attached original documents]
 Articles of Incorporation or Registration of firm named in 1.1, in accordance with ITT sub-
Clause 5.1and 5.2]
 In case of government owned entity, documents establishing legal and financial autonomy and
compliance with commercial law, in accordance with ITT Sub-Clause 5.3
 An affidavit confirming the legal capacity stating that there are no existing orders of any judicial
court that prevents either the tenderer or employees of a tenderer entering into or signing a
Contract with the Purchaser in accordance with ITT clause 5
 An affidavit confirming that the tenderer is not insolvent, in receivership or not bankrupt or not in
the process of bankruptcy, not temporarily barred from undertaking their business for financial
reasons and shall not be the subject of legal proceedings for any of the foregoing in accordance
with ITT Clause 5.
 A certificate issued by the competent authority of Bangladesh stating that the Tenderer is a Tax
payer having valid Tax identification Number (TIN) and VAT registration number or in lieu any
other document acceptable to the Purchaser demonstrating that the Tenderer is a genuine Tax
payer and has a VAT registration number as a proof of fulfilment of taxation obligations in
accordance with ITT Clause 5 .
 Documentary evidence demonstrating that they are enrolled in the relevant professional or trade
organizations registered in Bangladesh in accordance with ITT Clause 5.
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B.JV Information Sheet

Each member of a JV must fill in this form
JV Information
Tenderder’s legal name
JV Partner’s legal name
JV Partner’s country of
constitution
JV Partner’s year of
constitution
JV Partner’s legal address

in country of constitution
JV Partner’s authorized
representative information
(name, address, telephone
numbers, fax numbers, e-mail
address)
Attached are copies of the following original documents.

 1. Articles of incorporation or constitution of the legal entity named above, in accordance with ITT 14 and as stated in TDS.
 2. Authorization to represent the firm named above, in accordance with ITT 14 and as stated in TDS.
In case of governent owned entity, documents eshtablishing legal and financial autonomy and compliance with commercial law,
in accordance with ITT 5.3
,
of the Tenderer]
[If there is more than one (1) signatory add other boxes and sign accordingly].
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C. Litigation History: [Number of arbitration awards against the tenderer over the period in
accordance the ITT Clause 13.1] if no [state “None”]
Each Bidder or member of a JVC must fill in this form with the ITT sub clause No 13.1.
Pending Litigation
Value of Value of
Pending
Year Matter in Dispute Pending
Claim as a
Claim in US$
Percentage of
Equivalent
Net Worth

of the Tenderer]
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D. Description of Overall Experience in accordance with ITT sub clause No 14.1 (a)
Each Tenderer or member of a JVC must fill in this form
Overall Experience
Starting Ending Contract Identification and Name

Years Name and Address of Employer Role of Tenderder
Month Month
Brief Description of the Works Executed by the
Year Year
Tenderder
The Tenderer shall submit end user’s certificates as evidence of the above. These certificates shall
be issued by the end user on his letter head indicating address, telephone, fax number, and e-mail
of the end user. They shall be signed and sealed by the issuing authority and shall include the
following details of each project that has been executed.
 Name, address and nationality of customer
 Details of contract
 Completion period
 Commissioning date/commercial operation
 Contract value.

of the Tenderer]
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E. Specific Experience in accordance with ITT Sub Clause 14.1 (b)

(Fill up one (1) form per contract)
Each Tenderer or JVC must fill up this form

Contract of Similar Size and Nature
Contract No . . . . . . of . . . . Contract Identification
Award Date Completion Date
Role in Contract
 EPC Contractor
Total Contract Amount US$

If partner in a JV or Percent of Total Amount
subcontractor, specify
participation of total
contract amount
Employer’s Name
Address
Telephone/Fax Number
E-mail
Description of the similarity in accordance with Criteria 14(b) of Section 2
The Tenderer shall submit end user’s certificates as evidence of the above. These certificates shall
be issued by the end user on his letter head indicating address, telephone, fax number, and e-mail
of the end user. They shall be signed and sealed by the issuing authority and shall include the
following details of each project that has been executed.
 Name, address and nationality of customer
 Details of contract
 Completion period
 Commissioning date/commercial operation
 Contract value.

of the Tenderer]
133 | P a g e
F. Financial Situation in Accordance with ITT Sub Clause No. 15.1 (a)
Each Tenderder or member of a JV must fill in this form
Financial Data for Previous 5 Years [US$ Equivalent]

Year 1: Year 2: Year 3: Year 4: Year 5:
Information from Balance Sheet
Total Assets
Total Liabilities
Net Worth
Current Assets
Current Liabilities
Information from Income Statement
Total Revenues
Profits Before Taxes
Profits After Taxes
 Attached are copies of financial statements (balance sheets including all related notes, and income statements) for
the last three years, as indicated above, complying with the following conditions.
 All such documents reflect the financial situation of the Tenderder or partner to a JV, and not sister or parent
companies.
 Historic financial statements must be audited by a certified accountant.
 Historic financial statements must be complete, including all notes to the financial statements.
 Historic financial statements must correspond to accounting periods already completed and audited (no
statements for partial periods shall be requested or accepted).

of the Tenderer]
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G. Financial Resources in accordance with ITT Sub-Clause No. 15 and as stated in TDS.
Specify proposed sources of financing, such as liquid assets, unencumbered real assets, lines of
credit, and other financial means, net of current commitments, available to meet the total
construction cash flow demands of the subject contract or contracts as indicated in Section 2
Financial Resources
No. Source of financing Amount (US$ equivalent)

of the Tenderer]
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H. Average Annual Turnover in accordance with ITT Sub-Clause No. 15 and as stated in TDS.
Each Tenderder or member of a JV must fill in this form
Annual Turnover Data for the Last 3 Years
Year Amount Currency ExchangeRate US$Equivalent
Average Annual Turnover
The information supplied should be the Annual Turnover of the Tenderder or each member of a JV interms
of the amounts billed to clients for each year for contracts in progress or completed, converted to
USDollars at the rate of exchange at the end of the period reported.

of the Tenderer]
136 | P a g e
I. Current Contract Commitments
Tenderders and each partner to a JV should provide information on their current commitments on
all contracts that have been awarded, or for which a letter of intent or acceptance has been received,
or for contracts approaching completion, but for which an unqualified, full completion certificate has
yet to be issued.
Current Contract Commitments

Value of Estimated Average Monthly
Employer’s Outstanding Work Invoicing Over Last Six
No. Name of Contract Completion
Contact Address, Tel, Fax [Current US$ Months
Date
Equivalent] [US$/month)]

of the Tenderer]
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Tender Submission Letter for Financial Offer (Form-3)

[This letter shall be completed and signed by the Authorised Signatory
preferably on the Letter-Head pad of the Tenderer].
To: Date:
[Contact Person]
[Name of Purchaser]
[Address of Purchaser]
Invitation for Tender No: [indicate IFT No]
Tender Package No: [indicate Package No]
Lot No: [indicate number of Lots]
We, the undersigned, offer to supply in conformity with the Tender Document the
following Goods and related Services:
In accordance with ITT Clauses 22 and 23, the following prices and discounts apply to
our Tender:
The Tender Price is: Taka [state amount in figures]
(ITT Sub-Clause 23.1) and Taka[state amount in words]
Mandatory Spare parts Price Taka [state amount in figures]
(If economic Factor is applicable) and Taka[state amount in words]
(ITT Sub-Clause 52.2 (f)& 52.5 (b)
The unconditional discount for being Taka [state amount in figures]
awarded more than one Package in and Taka[state amount in words]
this Tender is:
(ITT Sub-Clause 23.8)
The methodology for Application of the [state the methodology]
discount is:
(ITT Sub-Clause 23.9)
The advance payment is: [state the amount based on
(GCC Sub-Clause 27.1) percentage of the Tender Price]
and we shall accordingly submit an Advance Payment Guarantee in the

format shown in Form - 8.
a) we understand that you reserve the right to accept or reject any Tender, to cancel the
Tender proceedings, or to reject all Tenders, without incurring any liability to Tenderers,
in accordance with ITT Clause 58.1.
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b) We agree to permit BSFIC or its representative to inspect our accounts and records
and other documents relating to the tender submission and to have them audited by
auditors appointed by the Employer.

of the Tenderer]
Attachment 1: Written confirmation authorizing the above signatory(ies) to commit the Tenderer,
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Price Schedules
PREAMBLE
General
1. The Price Schedules are divided into separate Schedules as follows:
Form - 3A: Plant (including Mandatory Spare Parts) Supplied from within the
Employer’s Country
Form – 3B: Plant (including Mandatory Spare Parts) Supplied from Abroad
Form - 3C Plant (including Mandatory Spare Parts) manufactured outside
Bangladesh already imported
Form – 3D(i): Design Services
Form – 3D(ii): Civil, Installation and Other Services
Form – 3E: Grand Summary for each Lot.
Form – 3F: Recommended Spare Parts and Facility Service Requirements
for 5 (five) years after 2 (Two) years defect liability period.
Form -3G Total Grand Summary for the Whole Package.
2. The Schedules do not generally give a full description of the plant to be supplied and the
services to be performed under each item. Tenderers shall be deemed to have read
the Employer’s Requirements and other sections of the Tender Document and reviewed
the Drawings to ascertain the full scope of the requirements included in each item prior
to filling in the rates and prices. The entered rates and prices shall be deemed to cover
the full scope as aforesaid, including overheads and profit.
3. If Tenderers are unclear or uncertain as to the scope of any item, they shall seek
clarification in accordance with ITT clause no 9 prior to submitting their Tender.
Pricing
4. Prices shall be filled in indelible ink, and any alterations necessary due to errors, etc.,
shall be initialed by the Tenderer. As specified in the Tender Data Sheet and Partiqular
Conditions of Contract, prices shall be fixed and firm for the duration of the Contract.
5. Tender prices shall be quoted in the manner indicated and in the currencies specified in
the Instructions to Tenderers in the Tender Document. For each item, Tenderers shall
complete each appropriate column in the respective Schedules, giving the price
breakdown as indicated in the Schedules. Prices given in the Schedules against each
item shall be for the scope covered by that item as detailed in Section 6 (Schedule of
Requirements) or elsewhere in the Tender Document.
6. Payments will be made to the Contractor in the currency or currencies indicated

under each respective item.
7. When requested by the Employer for the purposes of making payments or part
payments, valuing variations or evaluating claims, or for such other purposes as the
Employer may reasonably require, the Contractor shall provide the Employer with a
breakdown of any composite or lump sum items included in the Schedules.
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Lot-1: Sugarcane Mill House (1500TCD)
Form – 3A - Plant (including Mandatory Spare Parts) Supplied from Within the Employer’s
Country (For Lot-1) (Not Applicable)
Item Description Qty. EXW Unit Total EXW Sales Tax Total
Price Price
1 2 3 4 5 = 3×4 6 7 = 5+6
TOTAL =
(Column 5 to be carried forward to Form -3E Grand Summary of Lot-1)

of the Tenderer]
______________
141 | P a g e
Schedules of Rates and Prices
The Tenderder shall fill-up the following tables of prices and shall include the same in the Price Tender Proposal
Form 3B - Plant (including Mandatory Spare Parts) Supplied from Abroad (For Lot-1)
Foreign Currency Local Currency

Country
Sl. No. Item Name Qty of Unit Price Total Price Total Price Local Inland Transport & Total Local
Freight Insurance Handling Cost Currency
Insurance
Origin FOB FOB CIF up to Site Cost
1 2 3 4 5 6=(4x5) 7 8 9=6+7+8 10 11 12=10+11
A1. MACHINERIES & EQUIPEMENT
Cane Unloader - Three motion 1 set
1.
Sling Type Cane Unloader
2. Feeder Table 1 Set
3. Cane Carrier 1 set
1 set
4. Belt Conveyor (For Fibrized cane)
5. Cane Chopper 1 set
6. Cane Leveler 1 set

7. Swing Hammer Fibrizor 1 set
8. Milling Tandem consisting:
8.1 Mills 4 Nos.
8.2 UFR Assembly 4 Nos.
8.3 Donnelly Type Chutes 4 Nos
8.4 Mill Drives:
AC VFD, HT Motor along with 4 Nos.
a)
VFD Panal
Planetary Gear Box with rope 4 Nos.
b)
coupling
142 | P a g e
Qty Foreign Currency Local Currency

Sl. No. Item Name Country Unit Price Total Price Total Price Local Inland Transport & Total Local
of Insurance
up to Site Cost
Origin FOB FOB CIF
Hydraulic System with
8.5
Accumulators:
a) Pumps 1+1 Nos.
b) Accumulators 8+1 Nos.
As
c) Oil Tanks & panals
Required
As
d) Piping & systems
Required
8.6 Centralised Lubricating System 1 set

8.7 Rope Type Coupling 4 sets
Rake Type Intermediate
9
Carriers:
Rake Type Intermediate
9.1 1 set
Carriers
9.2 TEFC Motor 1 set
9.3 Planetory Gear Box 1 set
10 Imbibition System:
10.1 Rotary Juice Screen 1 No.

10.2 Juice Tanks with pipings 1 Set
10.3 Imbibition juice pumps 2 Nos.
10.4 Unscreened juice pumps 2 Nos.

10.5 Screened juice pumps 2 Nos.
10.6 Hot water pumps 2 Nos.
143 | P a g e
11 Mill House Crane and Gantry 1 No.
Automatic Cane Feeding Devices

12 1 set
& PLC Based
ELECTRICAL SYSTEM:
Drive Motors of adequate As
13
capacity Required
14 Motor Control Center 1 No.
15 Power Control Center 1 No.
16 VFD Controller 1 No.
AC control room for Mill VFD
17 1 No.
panel room
18 Cables & Cable trays 1 set
19 Earthing 1 set
20 Lightning Arrester 1 set
21 Capacitor banks 1 set
22
4000 A, Medium Voltage, 1 No.
TPN PCC
23
Bolts & Nuts 1 set
INSTRUMENTATION &
CONTROLS
PLC system for cane carrier
24 automation and others related 1 Lot
automation
Others Instrumentation &
As
25 controls for New Mill house Required
SUB-TOTAL OF A1
144 | P a g e
B1 SPARE PARTS
MILLS
1 Trash plate 6 nos.
2 Scrapers top 6 nos.
3 Scrapers bottom 6 nos.
4 Rollers ungrooved 4 nos.
5 Bearing liners (gm) top & side 3 sets each
Hydraulic bucket & ‘o’rings
6 12 sets
for hydraulic system
7 Rakes for inter carrier 20 nos.
8 nos. in
8 Hydraulic fittings
each range
10 Mtr.
9 Hydraulic piping
Each size
10 Mill lub. Pump spares 2 set
11 Fibriser hammer with tips 110 nos.
12 Cutter knives 20 nos.
13 Cane carrier chain 35 Mtr.
14 Cane carrier slats 70 nos.
15 Feeder table chain 20 Mtr.
16 Block type rake elevator chain 2 set
17 Bush/pin for each type of chain 250 nos.
18 Spare rakes 20 nos.
C.S crown pinion for mill
19 4 nos.
roller
20 Rope type coupling. 2 nos.
VFD panel control cards &
21 4 sets
IGBT
22 Planetary gear for inter carrier 2 set
23 Juice pumps in each size 2 set
24 Motor for each size 2 set
145 | P a g e
Anti-friction bearings for each

25 2 set
set
26 Rack carrier drive shaft 2 nos.
Dumb turner beam for trash
27 2 nos.
plate
Planetary gear box for mill
28 2 nos.
drive
INSTRUMENTS
CANE CARRIER
AUTOMATION
1 Current transmitter
2 PLC cards
3 Cables
SUB TOTAL OF B1
TOTAL (A1+B1) =
(Columns 9 and 12 to be carried forward to Form - 3E Grand Summary of Lot- 1)
[insert signature of authorized representative of

Signature: the Tenderer]

Note-1: Items not covered in the Schedules of Rates and Prices but required for the completion of the project are deemed to have been included in the Tender.
Note-2: Wherever Lot or Set is mentioned, a detailed list shall be provided using separate sheet (no changes are allowed inside the schedule) by the Tenderder.
Note-3: Column No. 13 (Taxes and duties) is not included in the Tender Price and will not be evaluated.
Note-4: Currency should be mentioned clearly.
146 | P a g e
Form 3C - Plant (including Mandatory Spare Parts) Manufactured outside Bangladesh already Imported (For Lot-1) :
Not Applicable.
147 | P a g e
Form – 3D (i) - Design Services (For Lot-1)
Unit Price Total Price
Item Description Qty Foreign Foreign

LocalCurrency
LocalCurrencyPortion Currency Currency
Portion
Portion Portion
1 2 3 4 5 6=3x4 7=3x5
Civil engineering related

1
design service
Mechanical engineering
2
related design service
Electrical engineering
3
Instrumentation and
4 Control engineering related
design service
5 Other design service if any
TOTAL=
Note: Items not covered in the above schedule No 3D but required for the completion of the
project are deemed to have been included in the offered price schedule.

of the Tenderer]
148 | P a g e
Form – 3D (ii) – Civil Works, Erection & Commissioning and Other Services(For Lot-1)
Item Description Qty Local Foreign Local Foreign

Currency Currency Currency Currency
Portion Portion Portion Portion
1 2 3 4 5 6=3x4 7=3x5
Construction of new Mill house

1 1 lot
(140’-0’’x 65’-0’’x 80’-0’’)
Internal underground RCC cable 1 lot
2
trench
Internal underground RCC drain and 1 lot
3
sewerage line
Foundations for New Mill house 1 lot
4
6'0" Boundary wall with RCC column 1 lot

5
(600 RM)
1 lot
6 Internal RCC 20'‐0" wide road
1 lot
7 Land Developement
Erection & Commissioning

8 1 lot
and other services.
TOTAL =
(Columns 6 and 7 to be carried forward to Form - 3E Grand Summary of Lot-1)

of the Tenderer]
Note-1: If any Item related with civil works (only materials or equipment) needs to import from
abroad shall be quoted under Form – 3B.
Note-2 Items not coverd in the price schedule no. 3D(ii) but required for the completion of the project are
deemed to have been included in the offered price schedule.
149 | P a g e
Form – 3E - Grand Summary (For Lot-1)
Total
Schedule
Title
no.
Foreign Local
Plant (including Mandatory Spare Parts) Supplied from

1 Within the Employer’s Country- (Not Applicable)
Plant (including Defect Liability & Mandatory Spare Parts)

2 Supplied from Abroad
3 Design Services
Civil works, Erection & Commissioning and Other

4 Services
GRAND TOTAL OF LOT-1 =

(to be carried forward to Form – 3G Grand Summary for Whole
Package)

of the Tenderer]
150 | P a g e
Form – 3F - Recommended Spare Parts and Facility Service Requirements for the 5 (five)
years after 2(two) years defect liability period as per ITT clause No 25.2 (b) (For Lot-1)

EXW CIF or
Item Description Qty Local CIP Foreign
LocalCurrency
parts Imported Currency
Portion
local Foreign Portion
Currency Currency
1 2 3 4 5 6=3x4 7=3x5
Long term service agreement

2 after 2 years defect liability
period
TOTAL =

of the Tenderer]
Note.-1: Wherever Lot or Set is mentioned, a detailed list shall be provided by the Tenderder. The
151 | P a g e
Tenderder may add as many rows & details as there are needed.
Lot-2: Co-generation Plant (6.00 MW)
Form – 3A - Plant (including Mandatory Spare Parts) Supplied from Within the
Employer’s Country(For Lot-2)
Item Description Qty. EXW Unit Price Total Sales Total

EXW Tax
Price
1 2 3 4 5 = 3×4 6 7 = 5+6
TOTAL=
(Columns 5 to be carried forward to Form - 3E Grand Summary of Lot- 2)

of the Tenderer]
______________
152 | P a g e

Qty Country
Sl. No. Item Name of Unit Price Total Price Total Price Local Inland Transport & Total Local
Origin Insurance
up to Site Cost
FOB FOB CIF
1 2 3 4 5 6=(4x5) 7 8 9=6+7+8 10 11 12=10+11
A2. MACHINERIES & EQUIPEMENT
Boiler (Steam Generator) complete with 1 set
1. 1
accessories
Bagasse Handling System and its 1 set
16. 2
auxiliaries
17. 2.1 Bagasse Elevator & Conveyors
18. 2.2 Bagasse Carrier (1) 1 No.
1 No.
19. 2.3 Bagasse Carrier (2)
20. 2.4 Belt Conveyor 2 Nos.
1 set
21. 3 Bagasse Feeding System
Coal Preparation & Handling System 1 set
22. 4
and its auxiliaries
1 set
23. 5 Ash Handling System and its auxiliaries
Water Treatment Plant complete with its 1 set
24. 6
auxiliaries
1 set
25. 6.1 DM Plant
1 set
26. 6.2 Water Softening Plant
153 | P a g e
Country Foreign Currency Local Currency

Sl. No. Item Name of Qty Unit Price Total Price Total Price Local Inland Transport & Total Local
Origin Insurance
up to Site Cost
FOB FOB CIF
1 set
7 Turbine Complete with accessories
Gearbox complete with Accessories 1 set
8
Alternator complete with Accessories 1 set
9
Condensing system with accessories 1 set
10
11 Steam Piping:
HP Piping 1 set
11.1
LP Piping 1 set
11.2
PRDS and its auxiliaries 1 set
12
Cooling Tower with Pumps and 1 set
13 motors
14 Power House EOT Crane 1 set
Firefighting system for Co-generation 1 set

15 plant
ELECTRICAL
11 KV, 600 A, non-segregated 3
16 phase Copper busduct 1 No.
11 KV 600 A, 3 phase power control

17 center 1 No.
154 | P a g e
19 33 KV switchyard equipment
19.1 Isolators 1 No.

SF6 breakers 1 set
19.2
VCB 1 set
19.3
19.4 Lightning arrestors 1 set
19.5 PTs & CTs 1 set
Trivector meters 1 set

19.6
Protection relays 1 set
19.7
Generator Transformer 7 MVA,
20 11/33 KV (Step up), Vector group 1 No.
Ynd1
Distribution Transformer 2x2.5
21 MVA, 11KV / 420 V, Vector group 2 Nos.
Dyn11
Converter Transformer 2 MVA, 11
KV / 690, 690 V (winding-primary-
22 1 No.
delta/star, secondary-delta), Vector
group-Dyn11
Distribution Transformer 1x1.5
23 MVA, 11KV / 420 V, Vector group 1 No.
Dyn11
Diesel Generator Set 3 x 1000 KVA
24 (11KV) 3 No.
25 Earthing Transformer 1 No.

4000 A, Medium Voltage, TPN PCC
26 1 No.
27 Motor Control Centers 1 set
155 | P a g e
Earth Electrodes – GI 100 mm dia, 5

28 mm thick, 2000 mm length with 1 set
watering funnel
29 Earth flats – various sizes 1 set
30 Battery & Battery charges 1 set
31 Equipment earthing materials 1 set
32 Cable trays 1 set
33 Lighting Fixtures & Fittings 1 set
34 Lightning Arrester 1 set

35 Capacitor Banks 1 set
36 Bolts & Nuts 1 set
37 Transformer oil 1 set
Special tools such as Tong tester,
Meggar 1000 V & 500 V, Earth
38 Meggar, Sequency meter, Cable 1 set
crimping tool and die sets, line tester,
spanner sets, etc.
39 Protection relays:
39.1 Overload 1 set
39.2 Stator Earth Fault 1 set
39.3 Rotor Earth Fault 1 set
39.4 Differential 1 set
39.5 Over voltage 1 set
39.6 Under voltage 1 set
39.7 Reverse power protection 1 set
39.8 Negative phase sequence 1 set
39.10 Field failure 1 set
156 | P a g e
Master
39.11 1 set
39.12 High & Low Frequency 1 set
39.13 Synchronising 1 set
40 Metering
40.1 Ammeter 1 set
40.2 Voltmeter 1 set
40.3 Frequency meter 1 set
40.4 Speedometer 1 set
40.5 KW meter 1 set
40.6 Tri-Vector meter 1 set
40.7 Power factor meter 1 set
40.8 Synchronoscope 1 set
41 AVR 1 set
42 Onload Tap changer 1 set

INSTRUMENTATION AND
CONTROL SYSTEM
Integrated Distributed Control
System for full Automation
43 BOILER CONTROLS
43.1 Combustion control 1 set
43.2 3 element drum level control 1 set
43.3 Super heater temperature control 1 set
43.4 Draft control 1 set
43.5 BFP speed control 1 set
43.6 FCV control 1 set
157 | P a g e
43.7 De-aerator level control 1 set
43.8 Heater level controls 1 set
43.9 Other controls required for complete 1 set

43 TURBINE
automation CONTROLS
43.1 Hotwell level control 1 set
Other controls for complete
43.2 automation 1 set
BALANCE OF PLANT
44
CONTROLS
44.1 Fuel controls 1 set
44.2 ESP controls 1 set
44.3 Ash handling plant controls 1 set
44.4 Other controls for complete 1 set
45 PRDS Controls
automation 1 set
46 Generator Controls 1 set
55 Others Instruments and Controls 1 set
SUB-TOTAL OF A2
B2 SPARE PARTS
BOILER
1 Tubes in each size 4 length
2 Travelling grate spares 30 sets
3 Drum man hole door gasket 8 nos.
4 Economizer coil bend 8 nos.
5 Economizer pipe straight 12 nos.
Super heater coil assembly for 2 sets
6
primary and secondary each
7 Super heater coil pipe 4 length
158 | P a g e
8 Air pre-heater tubes primary 40 nos.

9 Air pre-heater tubes secondary 100 nos.
HP valves for each set of 3 valves of
10 2 nos.
similar size
11 Bearings one set for SA, FD, ID fans 2 sets
12 FWP spares 2 sets
ESP control panel electronic card
13 2 sets
spares
2 sets of
14 cooling tower fans
bearings
2 sets of
15 cooling tower pumps
bearings
1+1 for
16 motors and reduction gears
each 3
17 bearings for slat & belt conveyors 2 sets
18 spares for crusher 2 sets
50
19 slat/rake for bagasse carriers
pieces
belt in each sizes with joining 10+10
20
materials meters
2 sets of
21 drag type conveyors
bearings
2 sets of
22 bagasse distributors
bearings
TURBO GENERATOR SET
23 Turbine main bearing 2 sets
24 Thrust pad 2 sets
25 Gear box bearings 2 sets
26 Governor spares 2 sets
159 | P a g e
27 Turbine condenser tubes spare 30 nos.

28 Complete AVR 2 sets
29 Diodes for alternator 3 sets
30 Main ACB contactors 4 sets
2+2 sets
ACB spare contact kits -630A, 800A,
31 in each
1000A, 1250A
range
1+1 set
ACB spare contact kits for 3000A &
32 in each
4000A
range
33 11kv VCB spare contact kit 2 sets
2+2 sets
34 Bi-Metal relay in each
range
35 HRC fuses for each capacity 10 nos.
Ammeter, voltmeter, kw meter, PF 1+1 nos.
36
meter for main panel each
37 Auxiliary oil pump 2 nos.
38 Main oil pump 2 nos.
39 Oil cooler 2 nos.
Instrumentation and Controls:
40 Drum Level transmitters 3 nos.
41 Main steam flow transmitter 3 nos.
42 Feed water flow transmitter 3 nos.
43 Draft transmitter 3 nos.
44 Main steam thermocouples 3 nos.
45 De-aerator level transmitter 3 nos.
46 FCVDP transmitter 3 nos.
47 Control valve 3 nos.
47 Control valve positioner 3 nos.
160 | P a g e
48 Thermocouples 3 nos.
49 RTDs 3 nos.
50 Condenser pressure transmitter 3 nos.
51 Vibration pick up 3 nos.
52 Expansion pick up 3 nos.
53 Control valve 3 nos.
54 Control valve positioner 3 nos.
55 Thermocouples 3 nos.
56 RTDS 3 nos.
57 Speed pick up 3 nos.
BALANCE OF PLANTS- ID, FD,
SA FANS
59 Power actuator 5 nos.
60 Positioner 5 nos.
62 Thermocouples one in each type 3 nos.
63 RTDS one in each type 3 nos.
COAL FUEL FEEDER,
64 BAGASSE
Load cell FEEDER 6 nos.
65 2.speed pick up 6 nos.
DCS
66 A/D cards 12 nos.
67 Controller cards 12 nos.
68 Network cards 12 nos.
69 HMI monitor 3 nos.
70 SCADA monitor 3 nos.
71 Coaxial cable 3 sets.
72 All types of data cables 3 sets.
161 | P a g e
INSTRUMENTATION CABLES
73 Signal cable 3 sets
74 Special cables 3 sets
75 Power cable 3 sets
Other accessories
78 Valves and manifolds for transmitters 15 sets
79 Control valve for PRDS 3 sets
80 All types of field instruments one in
each type 3 sets
81 DCS controller cards one in each type 3 sets
82 Cables 3 sets
83 Control valve 3 sets
84 Control valve positioner 3 sets
SUB-TOTAL OF B2
TOTAL (A2+B2) =


162 | P a g e
Not Applicable.
163 | P a g e

1 2 3 4 5 6=3x4 7=3x5

1 1 Lot
design service
2 1 Lot
3 1 Lot
Instrumentation and
4 Control engineering 1 Lot
Other design service if
any
TOTAL =
(Columns 6 and 7 to be carried forward to Form - 3E Grand Summary of
Lot- 2)

of the Tenderer]
164 | P a g e
Form – 3D (ii) – Civil Works, Erection & Commissioning and Other Services (For Lot-2)

1 2 3 4 5 6=3x4 7=3x5
Construction of boiler house

1 (120’-0’’ x 90’-0’’ x 90’-0’’)
1 lot
Construction of Power 1 lot
Turbine house, MS Truss,
2 Febrication Shed
(90’-0’’ x 60’-0’’ x 60’-0’’)
Coal Shed, M.S. Truss Fabrication 1 lot
3
Shed (80’-0’’ x 42’-0’’ x 40’-0’’)
4 Fly ash yard (120'‐0" x 100'‐6")
1 lot
5 RCC Chimney 1 lot

Machine Foundation for Boiler & 1 lot
6 Turbo‐alternator
Foundation for cooling tower and 1 lot
7 chimney
As
8 Land Developement
required
1 lot
9 SPC Pole
Erection & Commissioning 1 lot

10
and other services
TOTAL=

of the Tenderer]
165 | P a g e
Total
Schedule
Title
no.
Foreign Local

1 Within the Employer’s Country-
Not Applicable

3 Design Services
Civil Works, Erection & Commissioning and Other

4 Services
GRAND TOTAL of Lot-2=

Package)

of the Tenderer]
166 | P a g e
Form – 3F - Recommended Spare Parts and Facility Service Requirements for 5 (five)
years after 2(two) years defect liability period as per ITT clause No 25.2 (b), (For Lot-2)

EXW CIF or
LocalCurrency
Portion
Currency Currency
1 2 3 4 5 6=3x4 7=3x5

period
TOTAL

of the Tenderer]
167 | P a g e
Lot- 3: Sugar Refinery Plant (200TPD)
Form – 3A – Plant (including Mandatory Spare Parts) Supplied from Within

the Employer’s Country (For Lot-3)
Price Price
1 2 3 4 5 = 3×4 6 7 = 5+6
TOTAL=

of the Tenderer]
______________
168 | P a g e

Qty Country
Origin Insurance
up to Site Cost
FOB FOB CIF
1 2 3 4 5 6=(4x5) 7 8 9=6+7+8 10 11 12=10+11
A3. MACHINERIES &

EQUIPEMENT
RAW SUGAR HANDLING
AND MELTING SECTION
1. Raw sugar handling loader/ 1 No.
Excavator, 20MT/hr
2. Raw Sugar Belt Conveyor 1 No.
3. Magma Mixture 1 No.
4. Magma Pumps 2 Nos.
5. Pugmill 1 No.
6. Centrifugal Machine 2 Nos.
7. Affined Syrup Receiving Tank 1 No.
8. Affined Syrup Pumps 2 Nos.
9. Affined Magma Mixture 1 No.
10 Affined Magma Pumps 2 Nos.
11 Horizontal Cylindrical Melter 1 No.
11 Melt Pump 2 Nos.
12 Melt Screen- Vibrating Screen 2 Nos.
169 | P a g e

Origin Insurance
up to Site Cost
FOB FOB CIF
RAW SUGAR MELT
CLARIFICATION (MCS)
13 Screened Melt Buffer Tank 1 No.
14 Melt Pump 2 Nos.
15 Direct Contact Heater 1 No.
16 Reaction Tank 1 No.
17 Cavitation Aerator with Drive 2.2 1 No.
Kw
18 Froth Flotation Clarifier Scraper 1 No.
with drive 0.37kw
19 Weir Box with Telescopic valve for 1 set
withdrawal
20 Scum scraping Arrangement 1 No.
21 Flocculent Preparation Tank with 1 No.
Agitator
22 Flocculent dosing Tank with Air 1 No.
sparging.
23 Flocculent Dosing Pump & suitable 2 Nos.
drive
24 Lime sucrate Preparation Tank with 1 No.
suitable drive
25 Lime sucrate Holding tank with 1 No.
suitable drive
26 Lime sucrate Dosing Pump with 2 Nos.
suitable drive (Screw type)
170 | P a g e

Country
Origin Freight Insurance Handling Cost Currency
Insurance
up to Site Cost
FOB FOB CIF
Phosphoric Acid supply tank 1 No. 1 set
27
Phosphoric Acid dosing pump with 2 Nos. 1 set
28
suitable drive
Color precipitant dosing tank 1 No. 1 set
29
Color precipitant dosing Pump with 2 Nos. 1 set
30
suitable drive
Strainers for Flocculant and Lime 4 Nos. 1 set
31
sucrate
32 Melt clarification control system 1 set
33 Clear Melt tank 1 No.
Clear Melt Pumps (Centrifugal type) 2 Nos.
34
with Base Frame and suitable Motor
Process & Dosing piping with suitable
35
Hardware
36 Process &Dosing Valves (MCS etc) suitable
MELT FILTRATION
Multi Bed Filters with Filter media 2 No.
37
(01W+01SB)
38 Filtered Liquor Tank 1 No.
Filtered Liquor Pump with Suitable 2 Nos.
39
Motor and base frame
Back wash Pump with Suitable 2 Nos.
40
Motor and base frame
41 Melt Filtration Control System 1 set
171 | P a g e

Item Name of Qty Unit Price Total Price Total Price Local Inland Transport & Total Local
Origin Insurance
up to Site Cost
FOB FOB CIF
42 Air Blower 2 Nos.
43 Process Piping (MBF etc) 1 set
44 Process Valves (MBF etc) 1 set
MELT DECOLOURIZATION
(BY IER)
45 Pre check Filters 2 Nos.
46 Ion Exchange Column 3 Nos.
Resins As
47
required
48 Partially de colorized Liquor Tank 1 No.
Partially de colorized Liquor Pump 2 Nos.
49
with suitable Motor and Base frame
50 De-colourised liquor tank 1 No.
De-colourised liquor pump with 2 Nos.
51
Base frame & suitable motor
52 DM/Hot water Tank 1 No.
DM/Hot water Pump with suitable 2 Nos.
53
Motor and Base frame
Brine Preparation & Alkalization 1 No.
54
Tank with Agitator, suitable Motor
Alkaline Brine Pump with suitable 2 Nos.
55
Motor and Base Frame
56 Alkaline Brine Filter, with Media 1 No.
57 Filtered Alkaline Brine Tank 1 No.
172 | P a g e

Qty Country
Item Name of Unit Price Total Price Total Price Local Inland Transport & Total Local
Origin Insurance
up to Site Cost
FOB FOB CIF
Filtered Alkaline Brine Pump with 2 Nos.
58
suitable Motor and Base Frame
59 Sweet water Tank 1 No.
60 Acid Tank 1 No.
Acid Pump with suitable Motor and 2 Nos.
61
Base Frame
62 Spent Brine cooler 1 No.
63 Condensate Filters 1 No.
64 Resin Transfer Tank 1 No.
Process piping (IER Regeneration 1 set
65
etc)
Process valves (IER Regeneration 1 set
66
etc)
Automation As
67
Required
BRINE RECOVERY SYSTEM
68 Process piping (BRS, etc) 1 set
69 Process valves (BRS, etc) 1 set
Automation As
70
Required
SCUM DE-SWEETENING
SYSTEM
Scum Feed Tank with stirring 1 No.
71
arrangement
173 | P a g e

Qty Country
Item Name of Unit Price Total Price Total Price Inland Transport & Total Local
Local
Origin Freight Insurance
Insurance
Handling Cost Currency
up to Site Cost
FOB FOB CIF
Scum Pumps, (Centrifugal Type 2 Nos.

72 open Impeller)with suitable Motor
and Base frame
Mixing Tank with Aerators (1st, 2nd 3 Nos.
73 rd
and 3 stages)
Clarifier with Drive, scrapping 3 Nos.
74
arrangement
Aeration Pumps, (centrifugal pump 3 Nos.
with open impellor) for 1st, 2nd and 3rd
75
stage Clarifiers with suitable Motor
and Base frame
Sweet water Transfer tank with 1 No.
76 partitions for Sweet water, Mid Brix
and Low Brix
Sweet water Pumps (Centrifugal type 6 Nos.
77 with suitable Motor and Base Frame)
78 Process Piping 1 set

79 Process Valves 1 set
Flocculent Dosing Pump with 2 Nos.
80
suitable Motor &Base Frame
Automation/Instrumentation (along As
81
with MCS, MBF and IER) Required
Electrical MCC with Starters for all As
82
Motors Required
174 | P a g e

Qty Country
Local
Insurance
up to Site Cost
FOB FOB CIF
SUGAR PLANT PROCESS

HOUSE
83 Juice Heaters: (165 M2 Each) 2 Nos.
3
84 Rappi Dorr 444 Clarifier (300 M ) 1 No.
85 Vapour Cell (1000 M2) 1 No.
86 Vacuum Pan, 40 Ton 2 Nos.
87 Mechanical Circulator 6 Nos.
88 Crystalizers, (45 MT) 2 Nos.

Condensers for all Pans and 7 Nos.
89 Evaporator -Single Entry Type
Injection Pump with drives
90 2000 M3/hr at 30 M head.
Centrifugal machine – Batch Type 1 No.
91
(1250 Kg/charge)
Centrifugal machine-Continuous 2 Nos.
92 Type (10Tons/Hr)
Sugar Hopper As
93
Required
Sugar Elevator As
94
Required
95
Sugar Dryer, (15 MT/hr) 1 No.
175 | P a g e

Qty Country
Item Name of
Unit Price Total Price Total Price Local Inland Transport & Total Local
Origin Freight Insurance Handling Cost Currency
Insurance
up to Site Cost
FOB FOB CIF
Auto Weighing and Bagging

Machine:
Auto Weighing cum Bagging 1 No.
96 Machine for 25, 50 and 100 kg
Auto Packing Machine from 0.5kg to 1 No.

97
5 kg
98 Bag Stitching Maching 1 No.
99 Massecuite Pumps with Drives 2 Nos.

100 Injection Pump with Drives 1 No.
101 Pipes & Fittings 1 Set
Electrical System
102 MCCs 2 Nos.
Motors As
103
Required
104 Cables & Cable trays 1 Set
105 Earthing Materials 1 Set
106 Lighting Fixtures & Fittings 1 Set

Lightning Arrester 1 Set
107
108 Capacitor Banks 1 Set
176 | P a g e

Qty Country
Local
Insurance
up to Site Cost
FOB FOB CIF
INSTRUMENTATION
PLC System (Complete
Automation of Refinery Plant):
109 Controller cards 1 Set
110 I/O cards 1 Set
111 Monitors 1 Set
112 Communication cables, field cables 1 Set
113 Printer 1 Set
Field instruments (dust proof, 1 Set
114
weather proof)
115 Indicating instruments, recorders 1 Set
116 System cabinets 1 Set
117 UPS 1 Set
118 Other Instrumentation and Controls 1 Set
SUB TOTAL OF A3
SPARE PARTS
1 SS tubes for juice heaters 10%
2 SS tubes for evaporator 10%
3 SS tubes for vac. pan tubes 10%
4 Backing screen for batch centrifugal 3 sets
5 Final screen for batch centrifugal 8 sets
6 Screen for C continuous centrifugal 6 sets
Bearings for batch Centrifugal M/C
7 2sets
machine drive assembly
177 | P a g e
Bearings for continuous Centrifugal

8 2 sets
M/C drive assembly
9 Pan discharge valve rubber seat 4 nos.
2 sets
10 Pans mechanical stirrers
bearings
Spares for auto bag weighing
11 2 sets
machine
Rubber parts for screw pump 2 nos. in
12
(molasses) each size
13 Hopper reapers (wooden strips) 100 nos.
14 Hopper connecting rod 2 sets
15 Buckets for sugar elevator 20 nos.
16 Chains for sugar elevator 20 nos.
17 Tips for plough for A M/Cs 4 sets
Electronic control cards, PLC CPU,
18 2 sets
I/O module, for ‘A’ CF machine
SUB-TOTAL OF B3
TOTAL (A3+B3) =

178 | P a g e
Not Applicable.
179 | P a g e
Form – 3D (i) - Design Services(For Lot-3)

LocalCurrency
Portion
Portion Portion
1 2 3 4 5 6=3x4 7=3x5

1
design service
2
3
Instrumentation and
4 Control engineering
any
TOTAL Columns 6 and 7 to be carried forward to Form - 3E

Grand Summary of Lot- 3

of the Tenderer]
180 | P a g e
Form – 3D (ii) – Civil Works, Erection & Commissioning and Other Services(For Lot-3)

1 2 3 4 5 6=3x4 7=3x5
Expansion of Existing Boiling
house for Sugar Refinery 1 lot
(120’-0’’ x 30’-0’’ x 60’-0’’)
2 × 25,000 M.Ton capacity Raw 1 lot
1 Sugar Godown
(2x310’-0’’x100’-0’’x80’-0’’)
20000 M.Ton capacity Refined 1 lot
2 Sugar Godown (250’-0’’x100’-
0’’x65’-0’’)
9 M.Ton Raw Sugar Bin; 1 lot
3 (25'‐0''dia x 60'‐0'' ht.)
Conveyer Belt with Staging and 1 lot
4 M.S. Framing with Shed
(10´-0´´×12´-0´´×8´ht)
As
5 Land Developement
Required
Erection & Commissioning and 1 lot
6
other related services
Machine Foundation for Refinery
7 and Sugar Process House
Equipments – Qty- 1 lot
TOTAL Columns 6 and 7 to be carried forward to Form - 3E Grand

Summary of Lot- 3

of the Tenderer]
181 | P a g e
Form – 3E - Grand Summary(For Lot-3)
Total
Schedule
Title
no.
Foreign Local

Not Applicable

3 Design Services
Civil Works, Erection & Commissioning and Other

4 Services
GRAND TOTAL =
Package)

of the Tenderer]
182 | P a g e
Form – 3F - Recommended Spare Parts and Facility Service Requirements for 5(five) years after 2
(two) years defect liability period as per ITT clause No 25.2 (b) (For Lot-3)

EXW CIF or
LocalCurrency
Portion
Currency Currency
1 2 3 4 5 6=3x4 7=3x5

period
TOTAL

of the Tenderer]
183 | P a g e
Lot- 4: Beet Sugar Plant (300TPD)
Form – 3A - Plant (including Mandatory Spare Parts) Supplied from Within the Employer’s
Country (For Lot-4)
Price Price
1 2 3 4 5 = 3×4 6 7 = 5+6
TOTAL=

of the Tenderer]
______________
184 | P a g e

Qty Country
Origin Insurance
up to Site Cost
FOB FOB CIF
1 2 3 4 5 6=(4x5) 7 8 9=6+7+8 10 11 12=10+11
A4 Machineries and Equipment’s

Beet unloading & Beet 1 Set
1
conveyer
Beet Washing machine, 1 No.
2
Capacity : 65 M.ton/hr
Cossette maker (slicer) with all 1 No.
3 accessories, Capacity : 10 M.
ton/hr.
4 Beet slicer weighing conveyor 1 Set
Cossett Scolder and Extraction 1 Set
5 Tower with all accessories,
6 Capacity
Pulp Press: 65 M.ton/hr
with accessories 1 Set
7 Pumps 6 Nos.
8 Imbibition System 1 Set
ELECTRICAL SYSTEM
9 MCCs
10 Motors
11 Cables & Cable trays
185 | P a g e

Origin Insurance
up to Site Cost
FOB FOB CIF
12 Earthing Materials
13 Lighting Fixtures & Fittings
14 Capacitor Banks
INSTRUMENTATION &
CONTROLS
PLC SYSTEM (Automation of
Beet Sugar Plant):
15 Controller cards
16 I/O cards
17 Monitors
18 Communication cables, field cables
19 Printer
Field instruments (dust proof,
20
weather proof)
21 Indicating instruments, recorders
22 System cabinets
23 UPS
24 Other components
SUB TOTAL OF A4
186 | P a g e
B4 SPARE PARTS
Anti-friction bearings for all rotating

25 1 set
equipment
Critical spares for slicer and
26 1 set
washing machines
SUB-TOTAL OF B4 =
TOTAL (A4+B4) =


187 | P a g e
Form 3C - Plant (including Mandatory Spare Parts) Manufactured outside Bangladesh already Imported (For Lot- 4) :
Not Applicable.
188 | P a g e

LocalCurrency
Portion
Portion Portion
1 2 3 4 5 6=3x4 7=3x5

1
design service
2
3
Instrumentation and
4 Control engineering
any
TOTAL =
Note: Items not covered in the above schedule No 3D (i) but required for the completion of the

of the Tenderer]
189 | P a g e
Form – 3D (ii) – Civil Works, Erection & Commissioning and Other Services (For Lot-4)

1 2 3 4 5 6=3x4 7=3x5
As
1 Construction of Factory Building
required
As
2 Foundation of Machinery
required
Construction of Beet Store
3 Building 1 lot
(100’-0’’ x 32’-3’’ x 20’-0’’)
As
4 Earth work for site Development
required
Erection & Commissioning and
5 1 lot
other services
TOTAL =

of the Tenderer]
Note-2 Items not coverd in the price schedule no. 3D(ii) but required for the completion of the project are deemed to
have been included in the offered price schedule.
190 | P a g e
Total
Schedule
Title
no.
Foreign Local

Not Applicable

3 Design Services
4 Civil Works, Erection & Commissioning and Other Services
GRAND TOTAL =
(to be carried forward to Form – 3G Grand Summary for Whole Package)

of the Tenderer]
191 | P a g e
Form – 3F - Recommended Spare Parts and Facility Service Requirements for 5(five) years after 2 (two)
years defect liability period as ITT clause No 25.2 (b) (For Lot-4)

EXW CIF or
Item Description Local CIP Foreign
LocalCurrency
Portion
Currency Currency
1 2 3 4 5 6=3x4 7=3x5

period
TOTAL =

of the Tenderer]
192 | P a g e
Form – 3G – Total Grand Summary For whole Pckage
Total
Lot
Title
No.
Foreign Local
1 Sugarcane Mill House (1500 TCD)
2 Cogeneration Plant (6.00 MW)
3 Sugar Refinery Plant (200 TPD)
4 Beet Sugar Plant (300 TPD)
GRAND TOTAL FOR THE WHOLE PACKAGES =
NB: Local agents commission (if any) have to be included in the grand total for the whole packages
and the amount of local agent’s commission have to be mentioned.

of the Tenderer]
193 | P a g e
Technical Proposal (Form-4A)
a) Site Organization
b) Method Statement
c) Mobilization Schedule
d) Construction Schedule
e) Personnel
f) Equipment
g) Proposed Manufacturers for Major Items of Plant and Services
h) Declaration of Undertaking
194 | P a g e
b) Site Organization
The Tenderder shall present a detailed organization chart and list of key personnel showing the
intended project organization in the Contractor's head office and at site, including involvement of
subcontractors.
The positions shall be shown in the following: (As listed in Annexure-I)
Total Work Experience In

No. Position Similar Work
Experience [years]
[years]
1.
2.
3.
5.
6.
The organization chart shall be of the following principle form reflecting the Contractors way of
project execution responsibilities and ways of communication:

of the Tenderer]
195 | P a g e
c) Method Statement
The Tenderder shall submit a program of work giving a general description of the methods which the
Contractor intends to adopt for the execution of each major stage of the Works such as e.g. for the
design, procurement, manufacturing, shipping time incl. custom clearance, inland transport, civil works,
mechanical works, commissioning, trial run, training, and final completion.
Technical Approach and Methodology. Explain your understanding of the objectives of the
assignment, approach to services, methodology for carrying out the activities and obtaining the
expected output, and the degree of detail of such output. Highlight the problems being addressed
and their importance, and explain your technical approach addressing them. Also explain the
methodologies you propose to adopt and highlight the compatibility of those methodologies with the
proposed approach.
The program must detail the project step by step including milestones, describing how the contractor
intends to perform the Works and site supervision showing the function of their key personnel and the
involvement of the subcontractors, if any, also reflecting the anticipated timing of the Contractor’s time
schedule. The Tenderder shall clearly show all major and important activities and number of staff involved
e.g. number of teams/ personnel for foundation works and equipment intended to be deployed.

of the Tenderer]
196 | P a g e
d) Mobilization Schedule

of the Tenderer]
197 | P a g e
e) Construction Schedule
Work Plan. Propose the main assignment activities, their content and duration, phasing and
interrelations, milestones, and delivery dates for the reports. The proposed work plan should be
consistent with the technical approach and methodology, showing understanding of the TOR and
ability to translate them into a feasible working plan. Include a list of the final documents, including
reports, drawings, and tables to be delivered as final output. Construction schedule shall be
consistent with mobilization schedule.

of the Tenderer]
198 | P a g e
f) Personnel
Tenderders should provide the names of suitably qualified personnel to meet the requirements specified in
Annexure – I Clause 1. The data on their experience should be supplied using the Form below for
each candidate.
Proposed Personnel
1. Title of position*:
Name
Name
Name
Name
Name

of the Tenderer]
199 | P a g e
Resume of Each Proposed Personnel: (As listed in Annexure – I Clause 1)
Position:
Personnel Name Date of birth

information
Professional qualifications
Present Name of employer

employment
Address of employer
Telephone Contact (manager / personnel officer)
Fax E-mail
Job title Years with present employer
Academic / Institution: Title obtained: Year of graduation:

Training
background
1)
2)
3)
Experience Total years of work experience: ______ years
Years of experience in the position as Construction Manager, developing similar projects counted
from the first similar project: ______ years
Similar projects in which key personnel has participated as Construction Manager:
Project Name, general Contact name and telephone Period of key personnel
description of the project, number of project owner being involved in project
country, activities) (Start and Finish date)
1)
2)
3)
English language knowledge of key personnel:
Good
Regular
Deficient
200 | P a g e
Summarize professional experience in reverse chronological order. Indicate particular technical and
managerial experience relevant to the project.
From To Company / Project / Position / Relevant technical and management experience

of the Tenderer]
201 | P a g e
g) Equipment
The Tenderder shall provide adequate information to demonstrate clearly that it has the capability to
meet the requirements for the key equipment listed in Annexure – I Clause 2.
A separate Form shall be prepared for each item of equipment listed, or for alternative equipment
proposed by the Tenderer.
Item of Equipment
Equipment Name of manufacturer Model and power rating

Information
Capacity Year of manufacture
Current Current location

Status
Details of current commitments
Source Indicate source of the equipment
 Owned  Rented  Leased  Specially manufactured

Omit the following information for equipment owned by the Tenderer.
Owner Name of owner
Address of owner
Telephone Contact name and title
Fax Telex
Agreements Details of rental / lease / manufacture agreements specific to the project

of the Tenderer]
202 | P a g e
h) Proposed Manufacturers for Major Items of Plant and Services
The following manufacturers are proposed for carrying out the items of the facilities indicated. Tenderders are
free to propose more than one for each item.
Major Items of Plant and Services Proposed Manufacturers Nationality

of the Tenderer]
203 | P a g e
i) Declaration of Undertaking
We underscore the importance of a free, fair and competitive procurement process that precludes
abusive practices. In this respect we have neither offered nor granted directly or indirectly any
inadmissible advantages to any public servant or other person nor accepted such advantages in
connection with our tender, nor will we offer or grant or accept any such incentives or conditions
in the present procurement process or, in the event that we are awarded the contract, in the
subsequent execution of the contract. We also declare that no conflict of interest exists in the
meaning of the kind described in the "Guidelines for Procurement of Goods, Works and associated
Services ".
We also underscore the importance of adhering to minimum social standards ("Core Labour
Standards") in the implementation of the project. We undertake to comply with the Core Labour
Standards ratified by the People's Republic of Bangladesh.
We will inform our staff about their respective obligations and about their obligation to fulfil this
declaration of undertaking and to obey the laws of the People's Republic of Bangladesh.
We also declare that our company/all members of the consortium has/have not been included in the
list of sanctions of the world Bank, nor of the Asian Development Bank, nor of any other
international agency and affirm that our company/all members of the consortium will immediately
inform the client if this situation should occur at a later stage.
We acknowledge that, in the event that our company (or a member of the consortium) is added to
a list of sanctions that is legally binding on the client, the client is entitled to exclude our
company/the consortium from the procurement procedure and, if the contract is awarded to our
company/the consortium, to terminate the contract immediately if the statements made in the
Declaration of Undertaking were objectively false or the reason for exclusion occurs after the
Declaration of Undertaking has been issued.
Place Date (Name of company)
(Signature(s))
204 | P a g e
Specifications Submission and Compliance Sheet (Form - 4B)
NOTE:
Please Follow Volume-III
205 | P a g e
Manufacturer’s Authorisation Letter (Form - 5)

[The Tenderer shall require the Manufacturer to fill in this Form in accordance with the instructions indicated.
This letter of authorization should be on the letterhead of the Manufacturer and should be signed by a person
with the proper authority to sign documents that are binding on the Manufacturer. The Tenderer shall include
it in its tender, if so indicated in the TDS as stated under ITT Sub-Clause26.1(b)]
Invitation for Tender No: Date:
WHEREAS
We [insert complete name of Manufacturer],
who are official manufacturers of[insert type of goods manufactured], having factories at [insert full
address of Manufacturer’s factories], do hereby
Authorize [insert complete name of Tenderer] to supply the following Goods, manufactured by us
[insert name and or brief description of the Goods].
We hereby extend our full guarantee and warranty as stated under GCC Clause 27 of the General
Conditions of Contract, with respect to the Goods offered by the above Tenderer.
We also hereby guarantee that we will directly (not through intermediaries or local agent) supply the
necessary spare parts & service as per requirements of the BSFIC at the rate of negotiated between us
and Bangladesh Sugar and Food Industries Corporation(BSFIC).
Signed: [insert signature(s) of authorized representative(s) of the Manufacturer]
Name: [insert complete name(s) of authorized representative(s) of the Manufacturer]

Address: [insert full address including Fax and e-mail]
Title: [insert title]
Date: [insert date of signing]
NB: Authorisation letter is must for every items.
206 | P a g e
Bank Guarantee for Tender Security (Form – 6)

[this is the format for the Tender Security to be issued by a scheduled bank
of Bangladesh as stated under ITT Clauses29 and 30]
Invitation for Tender No: Date:
Tender Package No:
Tender Lot No:

To:
[Name and address of Purchaser]
TENDER GUARANTEE No:
We have been informed that [insert name of Tenderer] (hereinafter called “the Tenderer”) intends to
submit to you its Tender dated [insert date of Tender] (hereinafter called “the Tender”) for the supply
of [description of goods and related services] under the above Invitation for Tenders (hereinafter called
“the IFT”).
Furthermore, we understand that, according to your conditions, Tenders must be supported by a Bank
Guarantee for Tender Security .
At the request of the Tenderer, we [insert name of bank] hereby irrevocably undertake to pay you,
without cavil or argument, any sum or sums not exceeding in total an amount of Tk[insert amount in
figures and in words] upon receipt by us of your first written demand accompanied by a written
statement that the Tenderer is in breach of its obligation(s) under the Tender conditions, because the
Tenderer:
b. has withdrawn its Tender after opening of Tenders but within the validity of the Tender
Security ; or
c. refused to accept the Notification of Award (NOA) within the period as stated under
Instructions to Tenderers (ITT) ; or
d. failed to furnish Performance Security within the period as stipulated in the NOA; or
e. refused to sign the Contract Agreement by the time specified in the NOA; or
f. did not accept the correction of the Tender price following the correction of the arithmetic
errors in accordance with the ITT; or
This guarantee will expire:
(a) if the Tenderer is the successful Tenderer, upon our receipt of a copies of the contract signed
by the Tenderer and the Performance Security issued to you in accordance with the ITT; or
(b) if the Tenderer is not the successful Tenderer ,twenty eight (28) days after the expiration of
the Tenderer’s Tender validity period, being [date of expiration of the Tender validity plus
twenty eight(28) days]
Consequently, we must receive at the above-mentioned office any demand for payment under this
guarantee on or before that date.
Signature Seal
207 | P a g e
Form 7: Form of Joint Venture Agreement
To:
The Project Director
Replacement of old machinery and addition of machinery for Beet sugar production at Thakurgaon Sugar Mills
Ltd.
Bangladesh Sugar and Food Industries Corporation (BSFIC)
Chinishilpa Bhaban (9th Floor), 3, Dilkusha C/A, Dhaka-1000.
THIS JOINT VENTURE AGREEMENT is made and entered into this …th day of ……. 201... BETWEEN
M/s ........................, a company organized and existing under the laws of …………., with its registered office
located at …………………………., hereinafter called as "the Partner of the FIRST PART".
AND
M/s ....................., a company organized and existing under the laws of …………..., with its registered office
located at …………………, hereinafter called as "the Partner of the SECOND PART".
AND
…………………………………………………
1. Formation of the Joint Venture
1.1. The partners aforesaid herewith forms a Joint Venture ("Joint Venture") with the following objectives:
 to prepare and submit a joint bid ("bid") to Bangladesh Sugar and Food Industries Corporation
("BSFIC") in respect of construction of …………………………, Contract No.……………. ("Project") to
be implemented by BSFIC.
 to entirely and completely execute and perform the contract concluded between BSFIC and the Joint
Venture ("Contract").
 to comply with all the relative provisions as set out in the bidding documents of the Project.
1.2. The Joint Venture operates under the name of "………." (BSFIC ….. Project). The seat of the Joint Venture
Partner in Charge shall be at ……….. Its address is:.......................................... (BSFIC …… Project)
1.3. The Partner of the ………… part is the Partner in Charge of the Joint Venture.
1.4. The percentage of share of the Partner in Charge of the Joint Venture is more than 40% of the Bid Price of
this Contract. The percentage of share of each partner in this Joint Venture Agreement is as follows:
a) First Part: ......% of the Bid Price
b) Second Part: .....% of the Bid Price
c) ............................................................
1.5. The Joint Venture's local address shall be: …………………………………..
2. Supplies and service ("Works")
2.1. The partners of the Joint Venture shall be jointly and severally responsible for successful execution of the
aforesaid Project of BSFIC.
2.2. Allocation of supplies and services ("Works") between/among the partners to prepare and submit the
bid/offer and to perform the Contract shall cover value and scope as defined in clause 4 and 5 of this Joint
Venture Agreement.
208 | P a g e
3. Principles of Cooperation
3.1. Each partner shall be responsible for the completeness of its scope of work and shall bear all risks
including commercial and technical risks.
3.2. Each partner shall provide the entirety of supplies and services required for the fulfilment of its share of
work.
3.3. Each partner will be totally (technically/commercially) responsible for its own part and will execute its part
and shall also be responsible for getting its part tested and approved by BSFIC as per contract. It shall also
be responsible for removing any and all deviations/deficiencies, which may occur or may be pointed out by
BSFIC or its Consultant up-till Final Acceptance Certificate (FAC) about the Project.
3.4. Each partner shall contribute working capital for equipment, labour and materials or any expense to be
incurred for execution of the Project or any other investment required in connection with implementation of
the Project work in proportion to its participation ratio.
3.5. Each partner shall be fully responsible for the fulfilment of all obligations jointly and severally for execution
of the contract in the event the Project is awarded to the Joint Venture and shall hold each other harmless
and indemnify against any damage arising from its default or non-fulfilment of obligations to perform the
respective share of responsibilities as per this Joint Venture Agreement.
3.6. Each partner shall assist each other to the best of its ability and protect mutual interest as if it were its own.
4. Responsibilities of the Partner in Charge
In addition to its scope as defined in clause 2.1 hereof

 overall responsibility.
 coordination and supervision of the time schedule, as well as of all technical questions and queries of
interest to the partners.
 bidding, commercial negotiation, signing and execution of contract.
 incur liabilities, receive payments, take in instruction for and on behalf of any or all partners during
entire execution of the Contract.
5. Responsibilities of the Partner of …. Part
In addition to its scope as defined in clause 2.1

 it shall keep the Partner in Charge informed of any matter in due time, that may affect performances of
the Contract.
6. Joint Venture Partner's Authority
6.1 Mr …….. and Mr … shall represent the Partner of the ……. Part and the Partner of the …… Part
respectively, and Mr ………shall be the Project Manager in charge.
7. Liability and Warranty
7.1 Liability Arising out of BSFIC's Claims

7.1.1 The partners shall be jointly and severally liable to BSFIC for the performance of the Contract. With
respect to one another, each partner shall be solely responsible for its share of the work.
209 | P a g e
7.1.2 If BSFIC claims penalty or liquidated damages for delay, the partner responsible for the delay shall be
solely liable without prejudice to the BSFIC's further right to hold the other partner responsible.
7.1.3 Any defect and damage resulting from such defect shall immediately be rectified by the partner in
whose share of the work it is located or occurs. These costs shall also include of experts for
establishing the defect, for additional measures necessitated as a result of the defect, for changes in
the share of the work of another partner necessitated by correction of such defect and for repeat
inspections or acceptance tests.
7.2 Liability Arising out of 3rd Party Claims
In case of 3rd party claims, the partner responsible for the event causing the claim shall be solely liable.
7.3 Liability of the Partner with Respect to each other
With respect to claims of the partner against each other, unless governed by Article 6.1 and 6.2 hereof, the
following shall apply:
7.3.1 Each partner shall be liable to the other partner for damages which it, its employees, agent or
subcontractor, if any, wilfully or negligently cause to the other partner.
8. Insurance
The Joint Venture shall arrange all insurance including Erection All Risk insurance for the whole Project as per
provisions of the bidding document of BSFIC.
9. Finance and Securities

Each partner shall bear the cost for any financing of its scope of supplies and services, where BSFIC requires
guarantee, securities or any other securities, the partner shall share such cost to the extent of the value of their
respective scope of supplies and services.
10. Invoicing and Payment

The Partner in Charge shall invoice for the Joint Venture's scope of supplies and services to BSFIC and
receive payments directly.
11. Bid Security, Performance Bond and Advance Payment Bond

Bid Security, Performance Bond, Advance Payment Bond etc. will be issued in the name of the Joint Venture or
the Partner in Charge. The partners shall bear the costs and risk in the proportion to their participation ratio.
12. Scope of Joint Venture's Activities

The activities of the Joint Venture are limited to the bidding and, on being awarded, to the performance of
contract with BSFIC for execution of the Project.
13. Arbitration
Any/all disputes arising out of this agreement shall be amicably and promptly settled upon direct negotiation
between/among the parties; otherwise, the dispute shall be referred to arbitration for settlement under the
Rules of Arbitration of the International Chamber of Commerce, Paris.
14. Governing Laws

This Joint Venture Agreement, supplements and arrangements regarding its performance shall be governed,
construed and enforced in accordance with the substantive laws of _____ without reference to other laws.
210 | P a g e
15. Supplementary
The partners may sign supplementary agreement as an amendment to this agreement concerning the relevant
matters arising from the performance of the Project. Such supplementary agreement shall come into force with
the ratification of BSFIC.
16. Miscellaneous
No partner shall disclose or divulge this Joint Venture Agreement to any other third party except to BSFIC nor
shall it assign, pledge, sell or otherwise dispose of or part with all or part of its designated responsibility to the
others without the agreement of BSFIC in writing.
17. Commencement and Validity of the Agreement

17.1 This Agreement shall come into force upon signing of the partners.
17.2 This Agreement shall terminate:
 when the Project is awarded by BSFIC to a bidder other than this Joint Venture.
 in the event of an order, after total performance of the Contract (expiry of period of warranty, payment
of the last instalment, return of equipment etc.) and after fulfilment of all obligations of the partners as
provided for in this Agreement.
In witness whereof, the partners hereby have caused this Joint Venture Agreement to be executed by their duly
authorized representatives as appear below on the day, month and the year first above written.
Signed by: Signed by:
……………………………………… ……………………………………………
On behalf of:
…………………………………………
On behalf of:
……………………………………………
Witness
………………………………
Witness
……………………………………
211 | P a g e
Section 6. Schedule of Requirements

Invitation for Tender No: Date
Tender Package No:
Supply of Plant and Services:
The scope of supply, installation, construction and commissioning of i) Sugarcane Mill

House (1524 TCD), ii) Co-generation Plant (6.00 MW), iii) Sugar Refinery Plant (200 TPD)
and iv) Beet Sugar Plant (300 TPD) at Thakurgaon Sugar Mills Limited, Thakurgaon as
specified in Section-7 as well as vol-2 of Tender Document.
Tenderer also needs to do the following additional tasks (but not limited to) for the
successful implementation of the project:
 Assessment of the site
 Development, detailed design, engineering (including equipment specifications)
coordination of subcontractors, permitting, procurement, manufacturing, factory
testing, transport to site, erection, construction, commissioning and performance
testing of the plants (Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar
Plants) and other new installations.
 Road works that in the view of the Tenderer are necessary for the construction and
operation of the plants (Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar
Plants).
 Works and services related to preparation, civil, mechanical, electrical, I&C and
communication works including all required equipment for the execution of these
works and services
 Providing security on site as per insurance requirements and the security
technical specifications of the Employer and as per all applicable codes and
standards
 The Contractor shall provide, during and after the installation, on-site training for
operation and maintenance of the works, for each new plant, for 15 (Fifteen)
Purchaser’s staff, for duration of minimum 1 (one) month. The contractor shall be
responsible for bearing all costs for the above-mentioned training. All costs are deemed
to be included in the contract price.
 The Contractor shall provide, Foreign training at Manufactuer site during and after the
installation, for operation and maintenance of the works, for each new plant (Distillery,
Bio-gas and Bio-Compost Plants), for 6 (Six) Purchaser’s staff, for duration of minimum
10 (Ten) days. The contractor shall be responsible for bearing all costs for the above-
mentioned training. All costs are deemed to be included in the contract price.
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 Operation and Maintenance of the plants (Sugarcane Mill house, Co-Generation,

Refinery and Beet Sugar Plants) for a period commencing upon the issuance of the
Taking-Over Certificate and up to the lapse of two (2) years from the date thereof
(Defect liability Period/Warranty Period). During the warranty period of 2 (two)
years, the Contractor shall supply all necessary equipment/ spares, materials, at
their own cost. These are to be supplied before the commissioning of the plants
(Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar Plants), and
 Execution of the Long Term Service Agreement (LTSA) for five years after the initial
two years defect liability period (Optional).
 occupational health and safety for construction and operation of the plants (Sugarcane
Mill house, Co-Generation, Refinery and Beet Sugar Plants)
 Environmental protection complying with local standards.
 Provide first aid sets at all permanent working locations, like offices, storages and
workbenches and gate houses.
The Tenderer shall include in its scope all facilities and equipment necessary for the Smooth
operation of the plants (Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar Plants)
with higher level production capacity and all works and services including
Workshop and store equipment, special tools and handling equipment, spare parts,
consumables etc. necessary for complete, safe and reliable operation and preventive
and corrective maintenance of plants (Sugarcane Mill house, Co-Generation, Refinery and
Beet Sugar Plants). Furthermore, the Tenderer shall be responsible for
the security at the site during the installation process.
The work shall be performed according to the Good Industry Practice which means, at a
particular time, those practices, methods and acts as are in accordance with good
standards of prudence applicable to the international Sugar Production and electricity
generation industry which would have been expected to accomplish the desired result
at lowest reasonable cost consistent with reliability, safety and expedition. The scope
includes also works not explicitly stated in the Employers Requirements or elsewhere
in the Tender Documents but which are reasonably required for the
installation and operation of the plants (Sugarcane Mill house, Co-Generation, Refinery and
Beet Sugar Plants) according to Good Engineering Practice.
Reputable manufacturers shall manufacture new equipment, which shall be subject to

Employer‟s review and approval. No used, reconditioned or salvaged equipment or material
will be allowed. All equipment used in connection with the Project shall be of proven design
for the intended use of the equipment. As a general principle, the latest, commercially
proven, most modern and up-to-date technologies will be selected and licensing terms
agreed with the objective of maximizing value to the Employer.
The Plants shall be designed, manufactured, erected and configured in such a way that it
will achieve high life expectancy, high availability and reliability with minimum Sugar
Production and power generation costs.
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All parts of the Plants shall be suitable in every respect for continuous operation at
maximum efficiency as well as part loads and minimum load, under consideration of the
climatic conditions peculiar to the site and environmental restrictions. Extreme weather
condition like cyclones are excluded from this requirement. But the Tenderer must design the
plants (Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar Plants) including all
required structures and facilities in such a way that they withstand also extreme
weather conditions according to the last version of the Bangladesh National Building Code
(BNBC). Each Plants element or component shall be designed to withstand the
design ambient conditions as stated under Section 7 as well as Vol-2 of Tender
document.
All Plants (Sugarcane Mill house, Co-Generation, Refinery and Beet Sugar Plants) equipment
and systems shall be built according to internationally recognized standards and shall
comply with all the applicable national codes and statutory requirements as stated under
Section 7 as well as Vol-2 of Tender document.
The Tenderer shall apply a well-established component classification and identification system.
The international SI system of units shall be used for design, drawings, diagrams, instruments
etc.
All Plants shall be designed to achieve a high level of reliability through component
redundancy, quality construction implementation, quality equipment selection, and
maintainability and operability. The facility shall be designed for safe continuous
operation including the capability for unforeseen shutdowns.
The Tenderer shall provide first aid sets at all permanent working locations, like offices,
storages and workbenches and gatehouse.
Engineering Design:
The Tenderer shall develop the Sugarcane Mill house Plant, Co-Generation Plant, Refinery
Plant and Beet Sugar plant´s basic and detail engineering design in compliance with the
Specifications, BSFIC’s review and approval and following best industry practices. The
Tenderer shall prepare the project´s documentation that shall include, among others, the
engineering, preparation and delivery program of the engineering, guaranteed data,
essential diagrams, general arrangements, design criteria and main equipment
specifications.
The design of the equipment and systems of all Plants shall be based on achieving the
performance guarantees as described in Section 7 as well as Vol-2 of Tender
document and its corresponding test procedures Section 7 as well as Vol-2 of Tender
document of this tender document. The Tenderer shall apply for and be responsible
for successfully passing all required approvals and certifications of the authorities, the
government and the related authorized institutions and organizations.
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Preparatory Works
Prior to the start of construction and installation, the preparatory works shall be performed
in advance so that the erection of all plants (Sugarcane Mill house, Co-Generation, Refinery
and Beet Sugar Plants) and can be realized as planned. At his sole responsibility the
Tenderer shall conduct and review, but not limited, to the following preparatory works:
 collection of general meteorological data

 conduction of own geotechnical studies
 conduction of drainage studies including retention basins and discharge options
 conduction of backfill studies including compaction
 conduction of logistics and transportation studies for time of construction
 conduction of a cartographic surveys for the exact location of boundaries and the
elevation in meters above sea level
 the Tenderer is required to prepare the Environmental Management Plan
 the Tenderer is required to prepare and follow up an Occupational Health and
Safety Plan for construction and operation of all plants (Sugarcane Mill house, Co-
Generation, Refinery and Beet Sugar Plants) and related facilities
 obtaining all required permits such as building permit, etc. in the name of the
Employer, furthermore all certificates and acceptances of the authorities and
related organizations
 The Tenderer is required to prepare Occupational Health and Safety Plans, one for
the site and construction purpose, one for the operational purpose
 data collection regarding interface points
 due diligence of all applicable aspects
 site preparation including land filling, compaction of soil, with imported fill and
grading of the entire area of the site to the required levels and slopes, as
required, in accordance with the building plan
 provision of temporary laydown areas, warehouses, workshops, vehicles,
equipment etc. all as necessary for the construction phase
 disposal of demolition materials according to local environmental guidelines
 provision of precast yard as necessary
 provision of temporary firefighting and alarm system
 provision of temporary site drainage, storm water and sanitary drainage all as
necessary for the site
 disposal of sewage, as necessary
 provision of temporary housing compound and camp facilities
 provision of temporary water and power supply
 provision of temporary roads, as required
 provision of temporary site fencing including gates
 provision of first aid, site safety and security for the construction phase as per
insurance requirements
 provision of temporary furnished offices for the EPC Contractor
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 provision of temporary dining room and equipped kitchen

 provision of temporary reinforced security rooms according to the authorities
requirements
 provision of temporary spill containment pallets
 site services as required for the construction and commissioning of the Plant
such as electricity supply, potable water, instrument and service air, fuel supply,
telecommunication etc.
 provisions of at least three (3) webcam(s) for site and progress supervision from
start of construction including GPRS communication system, wide angle, tilt and
rotation capability, HD quality and remote control feature at light poles, as well as
appropriate record and storage capabilities.
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Section 7. Technical Specifications
The Specification for supply, installation, construction and commissioning of i) Sugarcane Mill
House (1524 TCD), ii) Co-generation Plant (6.00 MW), iii) Sugar Refinery Plant (200 TPD) and
iv) Beet Sugar Plant (300 TPD) at Thakurgaon Sugar Mills Limited, Thakurgaon as specified in
Volume-2 of this Tender Document.
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Section 8. Drawings
All drawing for Lot-1, Lot-2, Lot-3 and Lot-4 are enclosed in the Annextue-1 of Vol-2.
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Section 9 - Contract Forms (COF)
Table of Forms
Notification of Award (Form-8)......................................................................................................................... 2

Bank Gurantee for Performance Security (Form –9)………………………………………………………………..
Bank Gurantee for Advanced Payment (Form 10)…………………………………………………………………..

Contract Agreement (Form-11) .......................................................................................................................... 3
Appendix 1 - Terms and Procedures of Payment......................................................................... 6
Appendix 2 - Price Escalation ........................................................................................................ 8
Appendix 3 - Insurance Requirements .......................................................................................... 9
Appendix 4 - Time Schedule ......................................................................................................... 12
Appendix 5 - List of Major Items of Plant and Services and List of Approved Manufacturers
........................................................................................................................................................... 13
Appendix 6 - Scope of Works and Supply by the Employer ..................................................... 15
Appendix 7 - List of Documents for Approval or Review .......................................................... 16
Appendix 8 - Functional Guarantees ........................................................................................... 17
Appendix 9- Long Term Service Agreement (Optional)………………............. 18
Form of Completion Certificate (Form-12)……………………………………………………
Form of Operational Acceptance Certificate (Form-13)……………………………………..
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[ Purchaser's letter head ]
Notification of Award (Form-8)
Contract No: Date:

To:
[Name of Contractor]
This is to notify you that your Tender dated [insert date] for the supply of Goods and related Services
for [name of contract] for the Contract Price of Tk[state amount in figures and in words] as corrected
and modified in accordance with the Instructions to Tenderers, has been approved by [name of
Purchaser].
You are thus requested to take following actions:
i. accept in writing the Notification of Award within seven (7) working days of its
issuance pursuant to ITT Sub-Clause 62.3
ii. furnish a Performance Security in the specified format and in the amount of Tk [state
amount in figures and words] ,within Twenty-eight (28) days from issue of this Notification
of Award but not later than (specify date), in accordance with ITT Clause 64.2
iii. sign the Contract within twenty eight (28 ) days of issuance of this Notification of Award
but not later than (specify date), in accordance with ITT Clause 67.2
You may proceed with the execution of the supply of Goods and related Services only upon
completion of the above tasks. You may also please note that this Notification of Award shall
constitute the formation of this Contract, which shall become binding upon you.
We attach the draft Contract and all other documents for your perusal and signature.
Signed
Duly authorised to sign for and on

behalf of [name of Purchaser]
Date:
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Bank Guarantee for Performance Security (Form-9)
[This is the format for the Performance Security to be issued by an internationally reputable
bank and it shall have correspondent bank located in Bangladesh, to make it enforceable in
accordance with ITT Sub-Clause 64.1pursuant to Rule 27(4) of the Public Procurement Rules, 2008.]
Contract No: Date:
To:
PERFORMANCE GUARANTEE No: [insert Performance Guarantee number]
We have been informed that [name of supplier] (hereinafter called “the Supplier”) has
undertaken, pursuant to Contract No [reference number of Contract] dated [date of Contract]
(hereinafter called “the Contract”) for the supply of [description of goods and related services]
under the Contract.
Furthermore, we understand that, according to your conditions, Contracts must be supported

by a performance guarantee.
At the request of the Supplier, we [name of bank] hereby irrevocably undertake to pay you,
without cavil or argument, any sum or sums not exceeding in total an amount of Tk[insert
amount in figures and in words] upon receipt by us of your first written demand accompanied
by a written statement that the Supplier is in breach of its obligation(s) under the Contract
conditions, without you needing to prove or show grounds or reasons for your demand of the
sum specified therein.
This guarantee is valid until [date of validity of guarantee], consequently, we must receive at
the above-mentioned office any demand for payment under this guarantee on or before that
date.
[Signatures of authorized representatives of the bank]
Signature Seal
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Bank Guarantee for Advance Payment (Form – 10)
[this is the format for the Advance Payment Security to be issued by an internationally
reputable bank and it shall have correspondent bank located in Bangladesh, to make it
enforceable in accordance with Annexure-II Clause 7.2]
Contract No: Date:
To:
ADVANCE PAYMENT GUARANTEE No:
We have been informed that [name of supplier] (hereinafter called “the Supplier”) has undertaken,
pursuant to Contract No [reference number of Contract] dated [date of Contract] (hereinafter called “the
Contract”) for the supply of [description of goods and related services] under the Contract.
Furthermore, we understand that, according to your Annexure-II Clause 7.2, Advance Payment(s) on
Contracts must be supported by a bank guarantee.
At the request of the Supplier, we [name of bank] hereby irrevocably undertake to pay you, without cavil
or argument, any sum or sums not exceeding in total an amount of Tk [insert amount in figures and in
words] upon receipt by us of your first written demand accompanied by a written statement that the
Supplier is in breach of its obligation(s) under the Contract conditions, without you needing to prove or
show grounds or reasons for your demand of the sum specified therein.
We further agree that no change, addition or other modification of the terms of the Contract to be
performed, or of any of the Contract documents which may be made between the Purchaser and the
Supplier, shall in any way release us from any liability under this guarantee, and we hereby waive notice
of any such change, addition or modification.
This guarantee is valid until [date of validity of guarantee], consequently, we must receive at the above-
mentioned office any demand for payment under this guarantee on or before that date.
[Signatures of authorized representatives of the bank]
Signature Seal
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Contract Agreement (Form -11)

THIS AGREEMENT made the ________ day of ________________________, _____,
BETWEEN
(1) [ name of Purchaser ], a corporation incorporated under the laws of [ country of Purchaser ]
and having its principal place of business at [ address of Purchaser ] (hereinafter called “the
Purchaser”), and (2) [ name of Contractor ], a corporation incorporated under the laws of [
country of Contractor ] and having its principal place of business at [ address of Contractor ]
(hereinafter called “the Contractor”).
WHEREAS the Purchaser desires to engage the Contractor to design, manufacture, test,
deliver, install, complete and commission certain Facilities, viz. [ list of facilities ] (“the
Facilities”) and the Contractor have agreed to such engagement upon and subject to the
terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:
Article 1 1.1 Contract Documents (Reference GCC Clause 5.1)

Contract The following documents shall constitute the Contract between the
Documents Purchaser and the Contractor, and each shall be read and construed as
an integral part of the Contract:
(a) This Contract Agreement and the Appendices hereto

(b) Letter of Price Tender and Price Schedules submitted by the
Contractor
(c) Letter of Technical Tender and Technical Proposal submitted by the
Contractor
(d) Particular Conditions
(e) Additional Information related to General Conditions
(f) General Conditions
(g) Specification
(h) Drawings
(i) Other completed Tenderding Forms submitted with the Letters of
Technical and Price Tenders
(j) Any other documents part of the Purchaser’s Requirements
(k) Any other documents shall be added here
1.2 Order of Precedence (Reference GCC Clause 5.1)

In the event of any ambiguity or conflict between the Contract
Documents listed above, the order of precedence shall be the order in
which the Contract Documents are listed in Article 1.1 (Contract
Documents) above.
1.3 Definitions (Reference GCC Clause 1 and Annexure-II clause 1.1)

Capitalized words and phrases used herein shall have the same
meanings as are ascribed to them in the General Conditions.
Article 2
Contract Price and 2.1 Contract Price (Reference GCC Clause 25)
Terms of Payment
The Purchaser hereby agrees to pay to the Contractor the Contract
Price in consideration of the performance by the Contractor of its
obligations hereunder. The Contract Price shall be the aggregate of: [.
. . amounts of foreign currency in words . . . ], [. . . amounts In figures. . . ]
as specified in Price Schedule No. 3G (Grand Summary for the whole
package), [. . . amounts of local currency in words . . . ], [. . . amounts in
figures. . . ], or such other sums as may be determined in accordance with
the terms and conditions of the Contract.
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2.2 Terms of Payment (Reference GCC Clause 27 and Annexure-II Clause 39)
The terms and procedures of payment according to which the
Purchaser will reimburse the Contractor are given in the Appendix
(Terms and Procedures of Payment) hereto.
For foreign currency payment, the Purchaser shall instruct its bank to
issue an irrevocable and unconditional documentary credit made
available to the Contractor in a bank in the country of the Contractor.
The credit shall be for an amount of [. . . amount equal to the total named
in Schedule 3B less the advance payment to be made for Plant and Equipment
supplied from abroad. . . ]; and shall be subject to the Uniform Customs
and Practice for Documentary Credits 2007 Revision, ICC Publication
No. 600.
In the event that the amount payable under Schedule No. 3B is adjusted
in accordance with Annexure-II clause 39.1 or with any of the other terms
of the Contract, the Purchaser shall arrange for the documentary credit to be
amended accordingly
Article 3 3.1 Effective Date (Reference Annexure-II Clause 4)

Effective Date The Effective Date upon which the period until the Time for Completion
of the Facilities shall be counted from is the date when all of the
following conditions have been fulfilled:
(n) This Contract Agreement has been duly executed for and on behalf of
the Purchaser and the Contractor;
(b) The Contractor has sumitted to the Purchaser the perfomrance security and
the advance payment guarantee;
(c) The Purchaser has paid the contractor the advance payment.
(a) The Purchaser handed over clear site(s) including necessary permits.
.
Each party shall use its best efforts to fulfill the above conditions for
which it is responsible as soon as practicable.
Article 4 4.1 The address of the Purchaser for notice purposes, pursuant to GCC 11
Communications is: [ Purchaser's address ].
4.2 The address of the Contractor for notice purposes, pursuant to GCC
11 is: [ Contractor's address ].
Article 5.
5.1 The Appendices listed in the attached List of Appendices shall be
Appendices deemed to form an integral part of this Contract Agreement.
5.1 Reference in the Contract to any Appendix shall mean the Appendices
attached hereto, and the Contract shall be read and construed accordingly.
N.B: If any conflict arise between General Condition of contract (GCC) and
additional information related to General condition of contract (Annexure-II) then
Annexure-II will prevail.
IN WITNESS WHEREOF the Purchaser and the Contractor have caused this
Agreement to be duly executed by their duly authorized representatives the day and
year first abovewritten.
Signed by, for and on behalf of the Purchaser
[ Signature ]
[ Title ]
in the presence of
[ Signature ]
[ Title ]
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APPENDICES
Appendix 1 - Terms and Procedures of Payment

Appendix 2 - Price Escalation (Not Applicable)
Appendix 3 - Insurance Requirements
Appendix 4 - Time Schedule
Appendix 5 - List of Major Items of Plant and services and List of Approved Manufacturer.
Appendix 6 - Scope of Works and Supply by the Purchaser
Appendix 7 - List of Documents for Approval or Review
Appendix 8 - Functional Guarantees
Appendix 9- Long Term Service Agreement
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Appendix 1 - Terms and Procedures of Payment
In accordance with the provisions of GCC Clause 27 and Annexure-II Clause

39 (Terms of Payment), the Purchaser shall pay the Contractor in the following manner and at the
following times, on the basis of the Price Breakdown given in the section on Price Schedules. Payments
will be made in the currencies quoted by the Tenderder unless otherwise agreed between the parties.
Applications for payment in respect of part deliveries may be made by the Contractor as work proceeds.
1. Terms of Payment
Ten percent (10%) of the total amount of contract price as an advance payment will be paid against
irrevocable advance payment security for the equivalent amount made out in favour of the purchaser. The
advance payment security shall remain valid until issuance of Operational Acceptence Certificate and final
payment. The advance payment will be adjusted by deducting 10% from each submitted bill.
Plant and Equipment Supplied from within the Purchaser’s Country

In respect of plant and equipment supplied from within the Purchaser’s country, the following
payments shall be made:
Thirty percent (30%) of the total or pro rata EXW amount upon Incoterm “Ex-Works,” upon delivery to the
site within forty-five (45) days after receipt of invoice.
Forty percent (40%) of the total EXW amount upon satisfactory Site Inspection of Plant Equipment,
Materials within Forty Five (45) days after receipt of invoice. The invoice shall be approved by the Project
Director.
Fifteen percent (15%) of the total or pro rata EXW amount upon issue of the Completion Certificate,
within forty-five (45) days after receipt of invoice.
Fifteen percent (15%) of the total or pro rata EXW amount upon issue of the Operational Acceptance
Certificate, within forty-five (45) days after receipt of invoice.
Plant and Equipment Supplied from Abroad

In respect of plant and equipment supplied from abroad, the following payments shall be made:
Sixty percent (60%) of the total or pro rata “CIF” or “CIP” amount upon Incoterm “CIF” or “CIP” upon
delivery to carrier within forty five (45) days after receipt of documents as per GCC Clause no. 23.2.
Ten percent (10%) of the total or pro rata CIF or CIP amount upon satisfactory site inspection of plant
and equipment, Materials within Forty five (45) days after receipt of invoice. The invoice with signed
receiving cum damage report issued by the BSFIC.
Twenty percent (20%) of the total or pro rata CIF or CIP amount upon issue of the Completion
Ten percent (10%) of the total or pro rata CIF or CIP amount upon issue of the Operational
Acceptance Certificate, within forty-five (45) days after receipt of invoice.
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Design Services
In respect of design services for both the foreign currency and the local currency portions,
the following payments shall be made:
Eighty percent (80%) of the total or pro rata design services amount upon acceptance of design by
the Project Manager within forty-five (45) days after receipt of invoice.
Ten percent (10%) of the total or pro rata design services amount upon issue of the Completion
Ten percent (10%) of the total or pro rata design services amount upon issue of the Operational
Acceptance Certificate, within forty-five (45) days after receipt of invoice.
Civil works, Installation, comisioning and other Services

In respect of installation services for both the foreign and local currency portions, the
following payments shall be made:
Seventy Five percent (80%) of the measured value of work (Civil works) performed by the
Contractor, as identified in the said Program will be paid besed on the monthly progress of the work
within forty-five (45) days after receipt of invoice.
Ten percent (10%) of the total or pro rata value of installation services performed by the
Contractor as evidenced by the Purchaser’s authorization of the Contractor’s
applications, upon issue of the Completion Certificate, within forty-five (45) days after receipt
of invoice.
Ten percent (10%) of the total or pro rata value of installation services performed by the
Contractor as evidenced by the Purchaser’s authorization of the Contractor’s
applications, upon issue of the Operational Acceptance Certificate, within forty-five (45) days
after receipt of invoice.
(B) Payment Procedures
The procedures to be followed in applying for certification and making payments shall be as follows:
1. Local Currency [BDT]

Eligible claims for Local Currency [Bangladesh Taka] payment shall be made by the Purchaser
through transfer of fund to Contractor’s account or through account payee cheque.
2. Foreign Currency
Foreign Currency payment shall be made through irrevocable Letter of Credit (L/C).The Letter of
Credit (L/C) will be opened based on the list of the equipements (Goods) provided by the Contractor which
is ready for shipment. Amount to be acertained. All foreign currency payment shall be made upon issuance
of payment advice to the Bank by the Project Director of the concerned project.
All Bank charges for opening, amendment, prolongation and payment out of the L/C within the territory of
Bangladesh shall be paid by the Purchaser and outside the territory of Bangladesh
shall be paid by the Contractor, But in case the amendment of the L/C is required due to the cause
of the Contractor, the amendment charge shall be paid by the Contractor.
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7. Procedure of Progress payment against the service:
On or about the first day of each month the contractor will prepare a bill in prescribed form of the value
(as per breakdown estimate) of service done up to such date. The estimated cost of service which, do
not conform to the specification will be deducted from the billed amount. Payment willl be made to the
contractor as stipulated above. Such intermediate payment shall be regarded as payment by way of
advance against the final payment for work actually done and shall not preclude the requiring of bad,
unsound and imperfect work to be removed and constructed. Such payment shall not be considered as
admission that the contract performance has been completed nor shall it indicate the accruing or any
claim or shall it conclude, determine affect in any way the powers of BSFIC under this contract to final
settlement and adjustment of the account or in any other way vary or affect the contract.
8. Contractor’s Breakdown Estimate:
The contractor shall prepare and submit to the Project Director for approval a breakdown estimate for
and covering each lump-sum price stated in the contract. The breakdown estimate showing the value of
each kind of service shall be certified by Project Engineer and approved by the Project Director before
any partial payment estimate is prepared. Such items as bond premium, temporary facilities and plant
may be listed seperately in the breakdown estimate, provided that their cost can be substantiated.
The sum of the items listed in any breakdown estimate shall equal to the contract lump-sum price or
prices, overhead and profit shall not be listed as separate items.
9. Late Payment:
No Interest will be paid for late payment.
10. Local Agent Commission:
Local Agent commission will be paid proportionately from each submitted bill. For payment to the
contractor, the grand total of the whole package (Form 3G) will be determined with local agent commission.
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Appendix 2 - Price Escalation
Not applicable.
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Appendix 3 - Insurance Requirements
(A) Insurances To Be Taken Out By The Contractor
In accordance with the provisions of Annexure-II Clause 27, the Contractor shall at its expense take
out and maintain in effect, or cause to be taken out and maintained in effect, during the
performance of the Contract, the insurances set forth below in the sums and with the deductibles
and other conditions specified. The identity of the insurers and the form of the policies
shall be subject to the approval of the Purchaser, such approval not to be unreasonably
withheld.
(a) Cargo Insurance
Covering loss or damage occurring, while in transit from the supplier’s or manufacturer’s works or
stores until arrival at the Site, to the Facilities (including spare parts therefore) and to the construction
equipment to be provided by the Contractor or its Subcontractors.
Amount Deductible limits Parties insured From To

[in currency(ies)] [in currency(ies)] [names] [place] [place]
100% of the contract - BSFIC Supplier’s or Contractor’s
Price manufacturer’s store in
works or stores Bangladesh
(b) Installation All Risks Insurance

Covering physical loss or damage to the Facilities at the Site, occurring prior to completion of
the Facilities, with an extended maintenance coverage for the Contractor’s liability in respect
of any loss or damage occurring during the defect liability period while the Contractor is on
the Site for the purpose of performing its obligations during the defect liability period.

100% of contract - BSFIC - -
price
(c) Third Party Liability Insurance

Covering bodily injury or death suffered by third parties (including the Purchaser’s personnel)
and loss of or damage to property (including the Purchaser’s property and any parts of the
Facilities that have been accepted by the Purchaser) occurring in connection with the supply
and installation of the Facilities.

In accordance
statutory requirement
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(d) Automobile Liability Insurance

Covering use of all vehicles used by the Contractor or its Subcontractors (whether or not
owned by them) in connection with the supply and installation of the Facilities.
Comprehensive insurance in accordance with statutory requirements.

Nil Nil Nil Nil Nil
(e) Workers’ Compensation

In accordance with the statutory requirements applicable in any country where the Facilities
or any part thereof is executed.
(f) Purchaser’s Liability

In accordance with the statutory requirements applicable in any country where the Facilities
or any part thereof is executed.
(g) Other Insurances

The Contractor is also required to take out and maintain at its own cost the following
insurances:
Details:
The Purchaser shall be named as co-insured under all insurance policies taken out by the
Contractor pursuant to Annexure-II Sub-Clause 27.1, except for the Third Party Liability, Workers’
Compensation and Purchaser’s Liability Insurances, and the Contractor’s Subcontractors
shall be named as co-insureds under all insurance policies taken out by the Contractor
pursuant to Annexure-II Sub-Clause 27.1, except for the Cargo, Workers’ Compensation and
Purchaser’s Liability Insurances. All insurer’s rights of subrogation against such co-insureds
for losses or claims arising out of the performance of the Contract shall be waived under
such policies.
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(B) Insurances To Be Taken Out By The Purchaser
The Purchaser shall at its expense take out and maintain in effect during the performance of
the Contract the following insurances.
Details: not applicable
232 | P a g e
Appendix 4 - Time Schedule
The Time Schedule should indicate periods of time (e.g., weeks or months) and not specify
calendar dates. All periods should be shown from the Effective Date of the Contract.
The Tenderder shall submit with its Tender a detailed program, normally in the form of a bar chart
& Critical Path Method (CPM), showing how and the order in which it intends to perform the
Contract and showing the key events requiring action or decision by the Purchaser. In
preparing this program, the Tenderder shall adhere to the Time(s) for Completion given in the
Tender Data Sheet or give its reasons for not adhering thereto. The Time Schedule submitted
by the selected Tenderder and amended as necessary prior to award of Contract shall be
included as Appendix to the Contract Agreement before the Contract is signed.
233 | P a g e
Appendix 5 - List of Major Items of Plant and Services and List of Manufacturers
A list of major items of plant and services shall be provided and inserted below by the Contractor as
part of the Contract.
The following manufacturers are approved for carrying out the item of th facilities indicated. Where more than
one manufacturer is listed, the Contractor is free to choose between them, but it must notify the Purchaser
of its choice in good time prior to appointing any selected manufacturer. In accordance with Annexure-
II Sub-Clause 12.1, the Contractor is free to submit proposals for manufacturer for additional items from
time to time. No Manufacturer shall be placed for additional item until the Manufacturers have been
approved in writing by the Purchaser and their names have been added to this
list of Approved Manufacturers.
Major Items of Plant Approved Nationality

and Services Manufacturers
Plant
Services
234 | P a g e
Appendix 6 - Scope of Works and Supply by the Purchaser
The following personnel, facilities, works and supplies will be provided/supplied by the
Purchaser, as required, and the provisions of Annexure-II Clauses 6, 14 and 17 shall apply as
appropriate.
All personnel, facilities, works and supplies will be provided by the Purchaser in good time so
as not to delay the performance of the Contractor, in accordance with the approved Time
Schedule and Program of Performance pursuant to Annexure-II Sub-Clause 11.2.
Unless otherwise indicated, all personnel, facilities, works and supplies will be provided free
of charge to the Contractor.
Personnel Charge to Contractor (if any)

Operating and maintenance personnel No charge to the contractor
to work under the supervision of the
Contractor.
Facilities Charge to Contractor (if any)

- -
Works Charge to Contractor (if any)

Purchaser will not do any works. If Will be deducted from contractor’s
contractor do not re-instate the Purchaser’s payment.
existing facilities (Civil, fencing etc.)
Purchaser will complete it.
Supplies Charge to Contractor (if any)

The Purchaser will not generally supply any The Contractor will be required to pay the
machinery/Equipment and materials to the amount to be determined by the Purchaser
Contractor. In the event of any such for such facilities.
requirement and subject to availability, the
Purchaser may extend the facilities to use
such machinery and materials by the
Contractor on rental charge/cost under
normal terms and conditions.
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Appendix 7 - List of Documents for Approval or Review
Pursuant to Annexure-II Sub-Clause 13.3.1, the Contractor shall prepare, or cause its
Subcontractor to prepare, and present to the Project Manager in accordance with the
requirements of Annexure-II Sub-Clause 11.2 (Program of Performance), the following documents
for
Approval
A. Contract Program
B. Inspection and Test Program
C. Performance and Test Procedures
D. All Process Schematics, P& ID’s, and Systems Descriptions
E. Site layout drawings and arrangement drawings
F. Plant Performance Test Procedures and Records
G. Proposed lay-down area for construction purpose
H. Land development (earth filling program)
I. Detailed soil investigation program, soil test report
J. Mitigation program for soil liquefaction if required
K. All drawings and design (architectural, foundation and superstructure)
L. Assumptions, design data, codes and standard
M. Design calculation
N. Test results of various construction materials
O. Test protocols for all equipment commissioning test
P. Installation drawings, lay out, grounding design, Lightning protection, lay out of fire
protection etc.
Likewise, this Appendix 7 is also valid for the applicable documents mentioned in
“Technical Documentation and Information” in Section 6 (Schedule of Requirements and
Technical specification).
236 | P a g e
Appendix 8 - Functional Guarantees
1. General
This Appendix sets out
(a) the functional guarantees referred to in Annexure-II Clause 21 (Functional Guarantees)
(b) the preconditions to the validity of the functional guarantees, either in production
and/or consumption, set forth below
(c) the minimum level of the functional guarantees
(d) the formula for calculation of liquidated damages for failure to attain the functional
guarantees.
2. Preconditions
The Contractor gives the functional guarantees (specified herein) for the facilities, subject
to the following preconditions being fully satisfied:
2.1. The Purchaser’s advisory personnel shall attend the commissioning, including the gurantee
test, and shall advise and assist the Contractor.
2.2. The Purchaser shall promptly provide the Contractor with such information as the Contractor
may reasonably require in relation to the conduct and results of the guarantee test and any
repetitions thereof.
3. Functional Guarantees
Subject to compliance with the foregoing preconditions, the Contractor guarantees as follows:
3.1. Testing & commissioning of all the equipment & materials, including energization, and
making ready for commercial operation of the facilities.
4. Failure in Guarantees and Liquidated Damages
4.1. Failure to Attain Guaranteed Production Capacity:
In case the production capacity of the facilities attained in the guarantee test pursuant to
Annexure-II Sub-Clause 18.2, is less than the guaranteed figure specified in para. 3.1 above
but is not less than the minimum level specified in para. 4.3 below, and in case the Contractor
elects to pay liquidated damages to the Purchaser in lieu of making changes, modifications
and/or additions to the facilities, pursuant to Annexure-II Sub-Clause 21.3, then the
Contractor shall pay liquidated damages at the rate of 0.5 percent of the contract price per
week, in the proportions of currencies in which the contract price is payable.
4.2. Raw Materials Consumption in Excess of Guaranteed Level :
Not used.
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4.3. Minimum Levels
Notwithstanding the provisions of this paragraph, in case that as a result of the guarantee
test(s), the minimum levels of performance guarantees (and consumption guarantees)
mentioned under a) below are not attained by the Contractor, the Contractor shall at its own
cost make good any deficiencies until the facilities reach these minimum performance levels,
pursuant to Annexure-II Sub-Clause 21.2:
a) Commissioning of the facilities attained in the guarantee test: hundred percent (100%)
of the facilities.
4.4. Limitation of Liability
Subject to para. 4.3 above, the Contractor's aggregate liability to pay liquidated damages
for failure to attain the functional guarantees shall not exceed ten percent (10%) of the
contract price.
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Appendix 9- Long Term Service Agreement
The LTSA (Long Term Service Agreement) shall provide for expert services and spare parts
to ensure the smooth operation of the Plant. In particular, the following services shall
be provided:
a) Annual Inspection
(i). One (1) Annual inspection of the Cogeneration plant with New Preparatory Devices
of Mill House and Sugar Refinery Plant including maintenance activities of the
whole Plant as per manufacturers’ recommendations, applicable standards and
industry practices
(ii). After completion of inspection work, testing & commissioning and putting back
the units into successful normal operation
(iii) A complete report shall be submitted; after completion of the inspection of generating
units to the Plant Manager
b) Spare Parts and Consumables
(i). Provision of spare parts and consumables as required to refill the spare parts
stock
c) Corrective maintenance
(i). Provision of a 24/7 hotline for the remote diagnosis of failures and the operation
and maintenance assistance of the Purchaser’s staff
(ii). Provision of second level corrective maintenance, defined as those activities which
cannot be directly handled by the Purchaser’s staff
d) For the provision of second level corrective maintenance activities, the Tenderer shall
guarantee specific response times. The response times shall be at minimum as
follows:
(i). Response time to initiate the diagnosis after becoming aware of a failure:
within 12 hours
(ii). Response time for on-site intervention:
(v) Within 24 hours if more than 75% of the Plant’s capacity is affected by one or more
failures and cannot produce anymore
ii. Within 36 hours if more than 10% of the plant’s capacity is affected within 48 hours
days if less than 10% of the plant’s capacity is affected
239 | P a g e
Form of Completion Certificate (Form -12)
Contract: [. . . . .insert name of contract and contract identification details. . . . . ]
Date: ........................
Certificate No.: ........................
To: [. . . . .insert name and address of Contractor. . . . . ]
Dear Ladies and/or Gentlemen,
Pursuant to Annexure-II Clause 17 (Completion of the Facilities) of the General Conditions of the
Contract entered into between yourselves and the Purchaser dated [. . . . .insert date. . . . . ],
relating to the [. . . .brief description of the Facilities . . . .], we hereby notify you that the
following part(s) of the Facilities was (were) complete on the date specified below, and that,
in accordance with the terms of the Contract, the Purchaser hereby takes over the said
part(s) of the Facilities, together with the responsibility for care and custody and the risk of
loss thereof on the date mentioned below.
1. Description of the Facilities or part thereof: [. . . .description . . . .]
2. Date of Completion: [. . . .date . . . .]
However, you are required to complete the outstanding items listed in the attachment hereto
as soon as practicable.
This letter does not relieve you of your obligation to complete the execution of the Facilities
in accordance with the Contract nor of your obligations during the Defect Liability Period.
Very truly yours,
[. . . .Signature . . . . ]
Project Manager
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Form of Operational Acceptance Certificate (Form-13)
Contract: [. . . . .insert name of contract and contract identification details. . . . . ]
Date: ............................
Certificate No.: ............................
To: [. . . . .insert name and address of Contractor. . . . . ]
Pursuant to Annexure-II Sub-Clause 18.3 (Operational Acceptance) of the General Conditions of the
Contract entered into between yourselves and the Purchaser dated [date], relating to the [brief
description of the Facilities], we hereby notify you that the Functional Guarantees of the
following part(s) of the Facilities were satisfactorily attained on the date specified below.
1. Description of the Facilities or part thereof: [description]
2. Date of Operational Acceptance: [date]
This letter does not relieve you of your obligation to complete the execution of the Facilities
in accordance with the Contract nor of your obligations during the Defect Liability Period.
Very truly yours,
[. . . .Signature . . . . ]
Project Manager
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Section 10: Change Orders
10.1 Change Order Procedure
10.1.1 General
This section provides samples of procedures and forms for implementing changes in
the Facilities during the performance of the Contract in accordance with Annexure-II
Clause 32 (Change in the Facilities) of the General Conditions.
10.1.2 Change Order Log

The Contractor shall keep an up-to-date Change Order Log to show the current
status of Requests for Change and Changes authorized or pending, as Annex 8.
Entries of the Changes in the Change Order Log shall be made to ensure that the
log is up-to-date. The Contractor shall attach a copy of the current Change Order
Log in the monthly progress report to be submitted to the Purchaser.
10.1.3 References for Changes

(1) Request for Change as referred to in Annexure-II Clause 32 shall be serially numbered
CR-X-nnn.
(2) Estimate for Change Proposal as referred to in Annexure-II Clause 32 shall be serially
numbered CN-X-nnn.
(3) Acceptance of Estimate as referred to in Annexure-II Clause 32 shall be serially

numbered CA-X-nnn.
(4) Change Proposal as referred to in Annexure-II Clause 32 shall be serially numbered

CP-X-nnn.
(5) Change Order as referred to in Annexure-II Clause 32 shall be serially numbered CO-
X-nnn.
Note:
(a) Requests for Change issued from the Purchaser‟s Home Office and the Site
representatives of the Purchaser shall have the following respective
references:
Home Office CR-H-nnn

Site CR-S-nnn
(b) The above number “nnn” is the same for Request for Change, Estimate for
Change Proposal, Acceptance of Estimate, Change Proposal and Change
Order.
242 | P a g e
10.2 Change Order Forms
10.2.1 Request for Change Proposal Form

[ Purchaser’s Letterhead ]
To: [ Contractor’s name and address ] Date:
Attention: [ Name and title ]
Contract Name: [ Contract name ]

Contract Number: [ Contract number ]
Dear Ladies and/or Gentlemen:
With reference to the captioned Contract, you are requested to prepare and submit a
Change Proposal for the Change noted below in accordance with the following instructions
within [ number ] days of the date of this letter [or on or before ( date )].
1. Title of Change: [ Title ]

2. Change Request No./Rev.: [ Number ]
3. Originator of Change:
Purchaser: [Name]
Contractor (by Application for Change Proposal No. [Number Refer to Annex 6.2.7]
4. Brief Description of Change: [ Description ]
5. Facilities and/or Item No. of equipment related to the requested Change: [ Description
]
6. Reference drawings and/or technical documents for the request of Change:
Drawing No./Document No. Description
7. Detailed conditions or special requirements on the requested Change: [ Description ]

8. General Terms and Conditions:
(a) Please submit your estimate to us showing what effect the requested Change
will have on the Contract Price.
(b) Your estimate shall include your claim for the additional time, if any, for
completion of the requested Change.
(c) If you have any critical opinion regarding the adoption of the requested Change
in connection with the conformability to the other provisions of the Contract or
the safety of the Plant or Facilities, please inform us of your opinion in your
proposal of revised provisions.
(d) Any increase or decrease in the work of the Contractor relating to the services of
its personnel shall be calculated.
(e) You shall not proceed with the execution of the work for the requested Change
until we have accepted and confirmed the amount and nature in writing.
[ Purchaser’s Name ]
[ Signature ]
[ Name of signatory ]
[ Title of signatory ]
243 | P a g e
10.2.2 Estimate for Change Proposal Form
[ Contractor’s Letterhead ]
To: [ Purchaser's name and address ] Date:

With reference to your Request for Change Proposal, we are pleased to notify you of the
approximate cost of preparing the below-referenced Change Proposal in accordance with
Annexure-II Sub-Clause 32.2.1 of the General Conditions. We acknowledge that your agreement to
the cost of preparing the Change Proposal, in accordance with Annexure-II Sub-Clause 32.2.2, is
required before estimating the cost for change work.

2. Change Request No./Rev.: [ Number ]
4. Scheduled Impact of Change: [ Description ]
5. Cost for Preparation of Change Proposal: [ insert costs which shall be in the currencies of
the Contract ]
(a) Engineering (Amount)
(i) Engineer hrs x rate/hr =
(ii) Draftsperson hrs x rate/hr =

Sub-total hrs
Total Engineering Cost
(b) Other Cost
Total Cost (a) + (b)
[ Contractor's Name ]
[ Signature ]
244 | P a g e
10.2.3 Acceptance of Estimate Form
[Purchaser’s Letterhead]
Attention: [Name and title]
Contract Name: [Contract name]

Contract Number: [Contract number]
We hereby accept your Estimate for Change Proposal and agree that you should proceed
with the preparation of the Change Proposal.

2. Change Request No./Rev.: [ Request number/revision ]
3. Estimate for Change Proposal No./Rev.: [ Proposal number/revision ]
4. Acceptance of Estimate No./Rev.: [ Estimate number/revision ]
6. Other Terms and Conditions: In the event that we decide not to order the Change
accepted, you shall be entitled to compensation for the cost of preparation of Change
Proposal described in your Estimate for Change Proposal mentioned in para. 3 above
in accordance with Annexure-II Clause 32 of the General Conditions.
[ Signature ]
245 | P a g e
10.2.4 Change Proposal Form

In response to your Request for Change Proposal No. [Number], we hereby submit our
proposal as follows:
1. Title of Change: [ Name ]

2. Change Proposal No./Rev.: [ Proposal number / revision ]
3. Originator of Change: Purchaser: [ Name ] / Contractor: [ Name ]
5. Reasons for Change: [ Reason ]
6. Facilities and/or Item No. of Equipment related to the requested Change: [ Facilities ]
7. Reference drawings and/or technical documents for the requested Change:
[Drawing/Document No./Description]
8. Estimate of increase/decrease to the Contract Price resulting from Change Proposal:
Amount
[ insert amounts in the currencies of the
Contract ]
(a) Direct material
(b) Major construction equipment
(c) Direct field labor (Total hrs)
(d) Subcontracts
(e) Indirect material and labor
(f) Site supervision
(g) Head office technical staff salaries

Process engineer hrs @ rate/hr
Project engineer hrs @ rate/hr
246 | P a g e
Equipment engineer hrs @ rate/hr
Procurement hrs @ rate/hr
Draftsperson hrs @ rate/hr

Total hrs
(h) Extraordinary costs (computer, travel, etc.)
(i) Fee for general administration, % of Items
(j) Taxes and customs duties
Total lump sum cost of Change Proposal [Sum of items (a) to (j)]
Cost to prepare Estimate for Change Proposal [Amount payable if Change is not
accepted]
9. Additional time for Completion required due to Change Proposal

10. Effect on the Functional Guarantees
11. Effect on the other terms and conditions of the Contract
12. Validity of this Proposal: within [Number] days after receipt of this Proposal by the
Purchaser
13. Other terms and conditions of this Change Proposal:
(a) You are requested to notify us of your acceptance, comments or rejection of this
detailed Change Proposal within [Number] days from your receipt of this
Proposal.
(b) The amount of any increase and/or decrease shall be taken into account in the
adjustment of the Contract Price.
(c) Contractor‟s cost for preparation of this Change Proposal: [ . . . .insert amount.
This cost shall be reimbursed by the Purchaser in case of Purchaser’s withdrawal or
rejection of this Change Proposal without default of the Contractor in accordance with
Annexure-II Clause 32 of the General Conditions . . . . ]
[ Signature ]
247 | P a g e
10.2.5 Change Order Form

We approve the Change Order for the work specified in the Change Proposal (No. [ number
]), and agree to adjust the Contract Price, Time for Completion and/or other conditions of the
Contract in accordance with Annexure-II Clause 32 of the General Conditions.
2. Change Request No./Rev.: [ Request number / revision ]
3. Change Order No./Rev.: [ Order number / revision ]
4. Originator of Change: Purchaser: [Name] / Contractor: [ Name ]
5. Authorized Price:
Ref. No.: [ Number ] Date: [ Date ]
Foreign currency portion [Amount] plus Local currency portion [ Amount ]
6. Adjustment of Time for Completion

None Increase [ Number ] days Decrease [ Number ] days
7. Other effects, if any
Authorized by: Date:

Purchaser
Accepted by: Date:

Contractor
248 | P a g e
10.2.6 Pending Agreement Change Order Form

We instruct you to carry out the work in the Change Order detailed below in accordance with
Annexure-II Clause 32 of the General Conditions.
2. Purchaser‟s Request for Change Proposal No./Rev.: [ number/revision ] dated: [ date ]
3. Contractor‟s Change Proposal No./Rev.: [ number / revision ] dated: [ date ]
5. Facilities and/or Item No. of equipment related to the requested Change: [ Facilities ]
6. Reference Drawings and/or technical documents for the requested Change:

[ Drawing / Document No. / Description ]
7. Adjustment of Time for Completion:
8. Other change in the Contract terms:
9. Other terms and conditions:
[ Signature ]
249 | P a g e
10.2.7 Application for Change Proposal Form

10.2.7.1

We hereby propose that the below-mentioned work be treated as a Change in the Facilities.
2. Application for Change Proposal No./Rev.: [ Number / revision ]dated: [ Date ]
4. Reasons for Change:
5. Order of Magnitude Estimation (amount in the currencies of the Contract): [ Amount ]
6. Scheduled Impact of Change:
7. Effect on Functional Guarantees, if any:
8. Appendix:
[ Signature ]
250 | P a g e

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Cost of Tender Documents

BDT 30,000.00 (Thirty Thousand) or

Bangladesh Sugar & Food Industries Corporation

PROCUREMENT OF EPC (ENGINEERING, PROCUREMENT, CONSTRUCTION

REPLACEMENT OF OLD MACHINERY AND ADDITION OF MACHINERY FOR

LOCATION: THAKURGAON, BANGLADESH

Invitation for Tender No: 36.04.0000.058.07.001.18.404

This Tender Document contains Volume-I-III

VOLUME-I Section 1. Instructions to Tenderers

VOLUME-II Technical specification:

VOLUME-III 1.0 Specifications Submission and Compliance Sheet (Form - 4B)

EPC Tender document for TSM Project

EPC Tender document for TSM Project

Section 2. Tender Data Sheet......................................................................................................... 41

EPC Tender document for TSM Project

EPC Tender document for TSM Project

Section 1. Instructions to Tenderers

2. Interpretation 2.1 Throughout this Tender Document

3.3 Payments by the development partner, if so indicated in the TDS, will

EPC Tender document for TSM Project

EPC Tender document for TSM Project

4.5 If corrupt, fraudulent, collusive or coercive practices of any kind

4.6 The Tenderer shall be aware of the provisions on corruption,

5.2 A Tenderer may be a physical or juridical individual or body of

5.3 Government-owned enterprises in Bangladesh shall be eligible only if

5.7 Tenderers are not restrained or barred from participating in public

5.8 Tenderers are not under a declaration of ineligibility by an international

5.9 Tenderers shall not be insolvent, be in receivership, be bankrupt, be in

EPC Tender document for TSM Project

5.11 Tenderers shall provide such evidence of their continued eligibility

5.12 These requirements for eligibility will extend, as applicable, to each

EPC Tender document for TSM Project

 Section 6 Schedule of Requirements

10.4 Non-attendance at the pre-Tender meeting will not be a cause for

EPC Tender document for TSM Project

11.3 The Tenderer shall acknowledge receipt of an addendum.

11.6 To give a prospective Tenderer reasonable time in which to take an

11.7 If an addendum is issued when time remaining is less than one-third of

12.2 In addition to meeting the eligibility criteria, as stated in ITT Clause 5,

EPC Tender document for TSM Project

(a) Availability of minimum liquid assets or working capital or credit

16.3 All subcontracting arrangement must be disclosed at the time of

16.6 If the Purchaser determines that a subcontractor is ineligible, the

EPC Tender document for TSM Project

(a) Tender Submission Letter (Form -1 & Form-3) as furnished in

(b) Tenderer information sheet (Form -2) as furnished in Section 5:

(e) The completed Specifications Submission and Compliance Sheet

(f) Alternatives, if permitted, as stated under with ITT Clause 22;

(g) Written confirmation authorising the signatory of the Tender to

(h) The completed eligibility declarations, to establish its eligibility as

EPC Tender document for TSM Project

(k) A certificate issued by the competent authority stating that the

(l) Documentary evidence demonstrating that they are enrolled in

(m) The country of origin declarations, to establish the eligibility of the

(o) Documentary evidence as stated under ITT Clause 26 that the

(p) Documents establishing legal and financial autonomy and

(q) Any other document as specified in the TDS.

EPC Tender document for TSM Project

23.2 All lots or items as listed in Section 6: Schedule of Requirements must

EPC Tender document for TSM Project

23.12 For Goods, manufactured outside Bangladesh, to be imported, the prices

(b) VAT payable on account of supplier, if the contract is awarded;

(d) in addition to the CIP/CIF prices specified in 23.12(a) above, the