Numaligarh Refinery Limited

GENERAL CONDITIONS OF Contract

(GCC)

November 2019

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 INDEX

SECTION HEADING Page No

I SECTION I : DEFINITION OF TERMS

II SECTION II : GENERAL INFORMATION ABOUT SITE
2.0

2.1

2.2

2.3

2.4

2.5

2.5.1

2.6

III SECTION III : GENERAL INSTRUCTIONS TO TENDERERS

3.0 SUBMISSION OF TENDER

3.1

3.2
3.3

3.4

3.5

3.6
3.7

3.8

3.9

3.10
3.11
3.12
3.13
3.14
3.15
3.16

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 3.17
3.18

3.19
3.20
3.21
3.22

3.23
3.24
3.25
3.26
IV SECTION IV : GENERAL OBLIGATIONS

4.1
4.2
4.3
4.4

4.5
4.6
4.7

4.6.1
4.6.2
4.8
4.9
4.10

4.11

4.12

4.13

4.14

4.15
4.16
4.17

4.18

4.19

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 4.20

4.21
4.22

4.23

4.24
4.25
4.26
4.27

4.28
4.4

4.5

V SECTION V : PERFORMANCE OF WORK

5.0

5.1

5.2

I
II
5.3
5.4

5.5
5.6
5.7
5.8
5.9

5.10

5.11

5.12

5.13
5.14
5.15
5.16

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 5.17

5.18

5.19

5.20

5.21

5.22

5.23

5.24

5.25
5.26

5.27

5.28

5.29

5.31
5.32

5.33
5.34
4.35
VI SECTION VI : MEASUREMENTS, BILLING AND PAYMENTS

6
I
II
III

IV

V
VI
VII
6.1
6.2
6.3
6.4
6.5

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 6.6

6.7
6.8
6.9
6.9.1
6.9.2
6.9.3
6.10
6.11

VII SECTION VII : TAXES AND DUTIES

7.1

7.2

VIII SECTION VIII :LABOUR LAWS , OTHER REGULATIONS AND

ARBITRATION

8 LABOUR LAWS:
8.1 IMPLEMENTATION OF APPRENTICES ACT 1964/ PROVIDENT FUND
ACT:
8.2 EMPLOYEES PROVIDENT FUND ACT, 1952 AND SCHEME:
8.3 Contractor TO INDEMNIFY OWNER:
8.4 HEALTH AND SANITARY ARRANGEMENTS FOR WORKERS:

8.5 CONTRACTOR TO PAY WAGES DIRECT TO HIS LABOURERS:

8.6 MEDICAL FITNESS:

8.7 SETTLEMENT OF DISPUTES
8.7.1 FOR THE SETTLEMENT OF DISPUTES WITH THE PRIVATE PARTIES:

8.7.2 ARBITRATION CLAUSE:

8.7.3 FOR THE SETTLEMENT OF DISPUTES WITH PSES / GOVERNMENT
(EXCEPT A DISPUTE OR DIFFERENCE CONCERNING THE RAILWAYS,
INCOME TAX, CUSTOMS AND EXCISE DUTIES):

8.7.4 JURIDICTION
IX SECTION IX : SAFETY CODE
X SECTION X : SECURITY REGULATIONS FOR REFINERY

10.1 INTRODUCTION
10.3 PROCEDORE GOVERNING ENTRY / EXIT OF CONTRACTOR’S
PERSONNEL INTO AND FROM REFINERY PREMISES

10.4 PLACES OF ENTRY / EXIT

10.5 TIMING FOR ENTRY / EXIT AND DAYS OF WORKS
10.6 GATE ENTRY / EXIT PROCEDURE & TRAINING

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 10.7 BIOMETRIC CARD
10.8 VEHICLE MOVEMENT
10.8.1 PERMIT FOR VEHICLE & DRIVER:
10.8.2 DRESS CODE FOR DRIVER & LICENSEE
10.8.3 FIRE & SAFETY TRAINING:
10.8.4 DIESEL VEHICLE / SPARK ARRESTOR:
10.8.5 DESIGNATED PARKING PLACE:
10.8.6 SPEED LIMIT:
10.8.7 DESIGNATED ROUTE / NO ENTRY:
10.8.8 PRECAUTIONS / REGULATIONS FOR HEAVY VEHICLES:
ANNX A PROCEDURES FOR CONTRACTOR’S GATE PASS ISSUE AND
EXTENSION.
ANNEXURE ANNEXURES TO GCC
S

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 SECTION-1

1.0 DEFINITION OF TERMS

In construing the Contract the following words and expressions when capitalised and used shall
have the following meanings hereby assigned to them unless the context otherwise requires:

1. “ Acceptance of Tender" shall mean the Acceptance of Tender issued by the Owner to
the Contractor, and shall include a letter, telegram or fax of acceptance or other
notification of award of work, and a detailed Letter of Acceptance.

2. “Alteration/Variation/Change Order" means an order given in writing by the Engineer-

in-Charge to effect additions to or deletions from and alterations in the Works.

3. Appointing Authority” for the purpose of arbitration, if any, shall be the person so
designated by the Owner.

4. "Approval" shall mean the written and signed approval of the Owner or of Engineer-in
Charge or of Consultant authorized in this behalf by the Owner, and with respect to a plan
or drawing shall include an approval in Code 2, subject to the limitation(s) specified in
such
approval.

5. "Approval in Code 2" shall mean an approval to proceed with the work covered by
plans or drawings subject to certain limitation(s) as specified in such approval.

6. “"Approved" shall mean approved in writing including subsequent written confirmation of

previous verbal approval and “Approval" means approval in writing including as aforesaid.

7. ”Business Day": means any Day, which, is not a public holiday in India;

8. "Change in Law": means:

(i) any enactment or issue of any new Law by any Malaysian Governmental Instrumentality

(ii) any Consent required to be obtained by the Party from any Malaysian Governmental
Instrumentality due to any enactment or issue of any new Law;

(iii) any amendment, alteration, modification or repeal of any existing Law, by an Indian
Governmental Instrumentality or through any interpretation thereof;

(iv) any change in any Consent requirement or amendment, alteration, modification or

repeal of any Consent; and

(v) any change in applicable environmental and safety guidelines and regulations
applicable to the Works, in each case coming into effect after the date of this Contract,

9. “Change in Law Cost": shall mean, with respect to any Change in Law, any cost or
expense relating to the Project resulting from, or otherwise attributable to, such Change
in Law, that is incurred by the Contractor and not otherwise covered by insurance.

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10. “Completion" or "Final Completion" shall mean the successful provision of all materials
and inputs and the successful completion and conclusion of all activities required in all respects
to complete the contractual works in accordance with the contract, but shall not include the
obligation to rectify defects during the Defect Liability Period.

11. "Conditions": means the General Conditions Of Contract.

12. "Consent": means any approval, consent, authorization or other requirement that is
required from any Governmental Instrumentality under the laws of the India with respect
to the Project;

13. Consultant" shall mean the Consulting Engineers to the Owner engaged for a particular
project/service.

14. "Contract": means the agreement between the Owner and the Contractor for the
execution of the Works comprising the Contract Agreement and the documents referred
to in Clause .. thereof including all appendices and annexures thereto, as the same may
be amended, supplemented or modified from time to time;

15. "Contract Price": means the fixed sum referred to in the Contract Agreement as the total
sum payable under the Contract to the Contractor for his performance of the Works or
such other sum as may be adjusted in accordance with the terms of the Contract;

16. Contract Value": means such part of the Contract Price, adjusted to give effect to any
additions or deductions as are provided for in the Contract, as is properly apportionable
as determined by the Engineer-in-Charge to the Plant or work in question. In determining
the Contract Value the state, condition and topographical location of the Plant, the amount
of work done and all other relevant circumstances shall be taken into account;

17. "Contractor" shall mean the person or persons, firm or company whose Tender has been
accepted by Owner and includes the Contractor's Legal Representatives, his Successors and
permitted Assigns.

18. "Contractor Consents" shall have the meaning as defined in Clause.....;

19. "Contract Document" shall mean collectively the Tender Documents, Designs, Specifications
Schedule of Rates/Prices, purchase order / outline agreement-contract of Tender, Agreed
variation, if any and other documents constituting the Tender and acceptance thereof.

20. “Contractor’s Documents” means the documents prepared by the Contractor for the
purpose of execution of the Works including calculations, digital files, computer programs and
other software, drawings, manuals, models, specifications and other documents of a technical
nature.

21. "Contractor's Equipment” or " Construction Equipment”: means all appliances or

things of whatsoever nature required for the purposes of carrying out the Works but this
expression does not include Plant, materials or other things intended to form or forming
a permanent part of the Works;

22. "Corporate Guarantees": means a corporate guarantee to be procured by Contractor

in favour of the Owner from the parent company of the Contractor which shall be valid

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 from the Effective Date until the issuance of the Final Certificate, in the form and substance
as provided in the Contract.

23. “Contractor's Insurance": means the insurance coverage as defined in Clause .....;

24. "Contractor Non-Remediable Event": has the meaning assigned to it in Clause......

25. Commissioning ”shall mean putting into service of the system including the plant(s),
equipment(s), Vessel (s), Pipeline, machiner(ies), or any other section or sub section of
installation (s) pertaining to the work of the Contractor after successful testing and trial runs
of the same. “Commissioning” can be either for a completed syste m or a part of combination
of systems or sub system and can be performed in any sequence as desired by Owner and in
a manner established to be made suited according to availability of prerequisites. Any such
readjustments made by Owner in performance of “Commissioning” activity will not be
construed to be violating Contract provisions and Contractor shall be deemed to have provided
for the same.

26. "Consumables" shall mean all items which are consumed in the execution of the Work,
without being directly incorporated in the Work, such as fuel, electricity, water, POL, welding
rods, electrodes and utilities.

27. Contractor's Proposal" means the proposal submitted by Contractor in respect of the
Tender Documents, which is accepted by Owner either in full or with changes, resulting in
the Contract.

28. "Contractor Remediable Event": has the meaning assigned to it in Clause..;

29. "Cost": means actual direct expenses and costs which are incurred by the Contractor
subsequent to the Effective Date for labour, materials, plant and other services which are
reasonable, necessary and directly associated with accomplishing the execution of the
Works or any portion thereof. Costs shall exclude all indirect and consequential losses
including profit, interest on capital employed and financing charges;

30. "Day": means a calendar day;

31. "Defects Liability Certificate": means the certificate issued by the Engineer in
accordance with Clause 36.2 when the Contractor has completed to the satisfaction of the
Engineer all such rectification and making good as may be required in respect of any part
of the Works and the relevant Defects Liability Period has expired;

32. "Defects Liability Period": has the meaning assigned to it in Clause ...;

33. "Design Documentation": drawings, diagrams, details, documents, specifications,

samples, models or information (including calculations, logic or sequence overview
diagrams and functional design specifications for computer software);

34. Drawings” shall include maps, plans, sketches and tracings or prints thereof with any
modifications approved in writing by the Owner/ Engineer-in-Charge and such other Drawings
as may from time to time be furnished or approved in writing by the Owner/Engineer-in-
Charge.

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35. "Engineer-in-Charge": means such company or person as the Owner shall nominate in
writing to act for and on behalf of the Purchaser for the purposes referred to in Clause ....
of the Conditions and if no such company or person has been appointed, it shall mean the
Owner

36. ;"Effective Date": means the date of execution of this Contract by the Parties;

37. Fax / Letter of Intent shall mean intimation by a Fax/Letter to Tenderer that the Tender
has been accepted in accordance with the provisions contained therein

38. "Final Certificate in relation to the Works shall mean the certificate regarding the satisfactory
compliance of the various provisions of the Contract by the Contractor issued by the Engineer-
in-Charge after the expiry of the Defect Liability Period.

39. "Final Performance Acceptance" or "FAC": shall have the meaning set forth in Clause
.... of the Conditions.

40. "Force Majeure": has the meaning assigned to it in Clause .... ;

41. "GOI": means the central Government of India;

42. "Good Manufacturing Practice": means, at a particular time, those practices, methods
and acts as are in accordance with standards of prudence applicable to the Biodiesel plants
as adopted generally for use in the Biodiesel industry which would have been expected to
accomplish the desired result at the lowest reasonable cost consistent with reliability,
safety and expedition and generally in conformance to the manufacturer's operation and
maintenance guidelines;

43. "Governmental Instrumentality": means any country, and any ministry, department,
political subdivision, instrumentality, agency, court, corporation or commission under the
direct or indirect control of such country;

44. "Law": all laws, statutes, orders, decrees, injunctions, licences, permits, approvals,
agreements and regulations including those related to taxes and duties of any
Governmental Instrumentality having jurisdiction over the matter in question and any
applicable environmental and safety guidelines and regulations applicable to the Works,
including permitted exceptions to any or all of the foregoing;

45. "Latent Defects" shall have the meaning as defined in Clause ;

46. "Latent Defects Liability Period" shall have the meaning as defined in Clause ;

47. Managing Director” shall mean the Managing Director of the Numaligarh Refinery Limited
(NRL) or his successor in office as designated by the Owner.

48. "Mechanical Completion": means, in respect to a Project Section, when the installation
and erection of all equipment, instrument, piping, valves and interconnections with respect
to that Project Section are mechanically complete, are clean, have completed hydro testing
and in respect of the Project and the Project is ready for commissioning.

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49. "Manuals" shall mean the Erection and Installation Manual of the various equipment and
machinery forming part of the Work(s) or Plant(s)/Unit(s) as well as the Operation and
Maintenance Manuals thereof.

50. "Materials" shall mean all materials, plant, machinery, instruments, components, equipment,
sub-assemblies and assemblies, parts, spares and other items or things required for permanent
incorporation in the works.

51. "Mechanical Completion", as applied to a Plant or Unit, shall mean the completion of civil
works, erection, aligning and grouting of all mechanical and electrical equipment and piping,
hydrostatic and other testing of all storage tanks, vessels, piping etc., all electrical and all
utility connections to the equipment, mounting and fixing of all instruments, control systems
and connecting them as required, testing and trial runs of all equipment on "no-load" and
bringing the Plant to a state of readiness for Pre-commissioning and a certificate for
Mechanical Completion has been issued by the Engineer to the Contractor.

52. “Metric System” all technical documents regarding t he construction of works are given in
the metric system and all work in the project should be carried out according to the metric
system. All documents concerning the work shall be maintained in the metric system.

53. "Milestone": means an event which may be the start or, as the case may be, the
Completion in whole or in part of a specified activity as set out in the Programme;

54. "Minimum Acceptable Performance Criteria" shall mean such criteria as specified in
the Specifications.

55. Mobilization” shall mean establishment of sufficiently adequate infrastructure by the

Contractor at “ Site” comprising of construction equipment, aids, tools, tackles including setting
of site offices with facilities such as power, water, communication etc., establishing manpower
organization comprising of Resident Engineers, Supervising personnel and an adequate
strength of skilled, semi-skilled and un-skilled workers, who, with the so established
infrastructure shall be in a position to commence execution of work at site (s), in accordance
with the Approved Progress Schedule of Completion of work. Mobilization shall be considered
to have been achieved, if the Contractor is able to establish infrastructure as indicated above
to begin work at all site (s) / locations as per the Time Schedule, where so warranted in
accordance with agreed schedule of work implementation to the satisfaction of Engineer-in-
charge/Owner.

56. Month": means a month according to the Gregorian calendar;

57. Notice in Writing or Written Notice" shall mean a notice written, typed or printed form
sent (unless delivered personally) or otherwise proved to have been received by the addressee
by registered post to the last known private or business address or registered office of the
addressee and shall be deemed to have been received in the ordinary course of post as if it
would have been delivered.

58. “Owner/Company" shall mean followings: Numaligarh Refinery Limited or NRL in short
having its registered office at 122A, GS Road, Christian Basti, Guwahati-781005.

59. “Owner Remediable Event": has the meaning assigned to it in Clause

60. “Owner’s Risks" shall have the meaning specified in Clause ;

61. "Parties": means the Purchaser and the Contractor and "Party" shall mean either of them”

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62. “Payment Schedule": means the Payment Schedule agreed between the Parties and
forming part of the Contract,

63. "Performance Guarantee tests" or “Performance Test” shall mean all tests, undertaken
after the Plant goes into operation and has stabilized, for ensuring that the functioning of the
Plant meets all guarantees, as regards throughput, quality and magnitude/quantity of output,
at the final stage as well as at the stipulated interim stages of operation/process, as well as in
respect of consumption of utilities, chemicals and catalysts, etc.

64. "Joint Venture' or "JV" means joint venture, association, consortium or other
unincorporated grouping of two or more persons, whether in a form of partnership or
otherwise.

65. “Language of Drawings and Instruction” all the drawings, titles, notes, instruction,
dimensions etc. shall be in English (UK) language.

66. Period of Liability" in relation to a Works means the specified period from the date of
Completion of Works as indicated in Taking Over Certificate upto the date of issue of Final
Certificate during which the Contractor stands responsible for rectifying all defects that may
appear in the Works executed by the Contractor in pursuance of the Contract and includes
workmanship defects, warranties against manufacturing/fabrication defects covering all
materials, plants, equipment, components and the like supplied by the Contractor.

67. “Permanent Works" shall mean and include works which will be incorporated in and form
a part of the work to be handed over to the Owner by the Contractor on Completion of the
contract.

68. “Plans” shall mean all maps, sketches and layouts a s are incorporated in the Contract in
order to define broadly the scope and specifications of the work or works and all reproductions
thereof.

69. "Plant" or "Unit" shall mean the grouping of and assembly of systems, subsystems,
machinery, equipment, piping and associated facilities, designed to function as a cognizable
part of the Project Facility whether alone or in conjunction with other Plants/Units and
Facilities. (Examples: Distillation Unit, Reformer Unit or Desulphurization Unit.).

70. "Pre-commissioning" shall mean the activities to be taken up before the taking up of Start-
up, Commissioning and trial runs of the Plant/Unit, and shall include, without being limited to,
all operations such as checking of all systems, subsystems, piping and vessels, flushing with
air, water and steam, air-blowing and steam-blowing, system pressure and leak tests, purging
with inert gas as required, checking all electrical equipment for earthing/ resistances,
operability tests and cold run on all operating equipment, vessels and systems individually and
in combination, integration of all control systems with one another and with the main control
system, and completion of all operations detailed under the head, "COMPLETION OF
CONSTRUCTION" in API-700.

71. Project" shall mean the project embracing the work(s) forming the subject matter of the
Contract.

72. "Remedial Notice": has the meaning assigned to in Clause

73. "Remedial Programme": has the meaning assigned to it in Clause ;

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74. "Schedule of Rates" or "Price Schedule" shall mean the Schedule of Rates or Price
Schedule annexed to the Acceptance of Tender, and shall also include a lump sum price.

75. "Site" shall mean the land and waters and other places on, under, in or through which the
Works is to be carried out and any other lands, water or places provided by Owner for the
purpose of the Contract together with any place designated in the Contract as forming part of
the Site.

76. Site Engineer" shall mean the engineer(s)/officer(s) for the time being designated by the
Engineer-in-Charge as his representative(s) in writing, and authorized by him to assist him in
performing his duties and functions for the purpose of the Contract.

77. Specifications" shall mean all directions, various technical specifications, provisions and
requirements attached to the tender document, which pertain to the method and manner of
performing the Works to the quantities and qualities of the WORK and the materials to be
furnished under the Contract for the Works as may be exemplified or modified by Owner during
the performance of the Contract in order to provide for the unforeseen conditions or in the
best interests of the Works. It shall also include the latest edition including all
addenda/corrigenda of relevant Indian Standard Specifications and other relevant Codes
before entering into contract.

78. “Start-up" shall mean all activities required to be performed after Pre-commissioning and
prior to trial operation and shall include final Pre-commissioning inspection and check out of
equipment, vessels and system(s) and supporting sub-system(s), initial operation of complete
equipment and systems within the Plant/Unit to obtain necessary pre-trial operation data,
confirmation and correction of calibration, shutdown inspection and adjustment and other
steps required to be taken prior to and enable Commissioning/trial operation.

79. ‘Sub-contract' shall mean the any part of Works which the Contractor desires to assign to
any other party for execution. This will not include any contract for supply/hire of equipment,
materials and labour.

80. "Sub-Contractor" shall mean any person or firm or company (other than the Contractor) to
whom any part of work has been entrusted by the Contractor, with the complete knowledge
of the Engineer-in-Charge, and the Legal Representatives, Successors and permitted Assigns
of such person, firm or Company.

81. “Subsystems" shall mean the further breakdown of a System into its subsections and
subcomponents, each designed to fulfill a precisely demarcated function or role in the working
of the system. (Example: Demineralization of boiler feed water and fuel injection for boilers
for the Steam Generation system).

82. System" shall mean the breakdown of the Plant or Unit into specific sections and components,
each designed to fulfill a precisely demarcated function or role in the working of the Plant/Unit
(Examples: Fresh water system, circulating water system, steam and power generation and
distribution systems, fuel system, effluent system in a Power Plant.).

83. Taking Over Certificate" shall mean certificate to be issued by the Engineer-in-Charge when
the Works has been completed in accordance of Contract Document to his satisfaction.

84. "Tender" shall mean the tender along with supporting documents submitted by the Contractor
for acceptance by Owner.

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85. "Temporary Works" shall mean all temporary works of every kind required in or about the
execution, completion or maintenance of the Works.

86. Time for Completion": means the period agreed between the Parties for the
achievement of the Final Performance Acceptance of the Works , or such extended time
as may be fixed under Clause ....;

87. "Time Schedule" shall mean the time schedule for final completion of the Works or
Mechanical Completion of the Plant(s)/Unit(s), as the case may be, incorporated in the
Contract or as may be extended by the Owner or Engineer-in-Charge pursuant to the
provisions hereof and shall include interim time schedules set up for achieving interim/
phasewise/ stage-wise/progress/ completion/testing/ Commissioning/handing over, as may
be prescribed by the Owner/Engineer-in-Charge, within the overall Time Schedule as originally
envisaged or as extended.

88. "Utilities" shall mean power, electricity, gas and other sources of energy, water, earth and
other things whatsoever (other than materials and consumable(s)) required for or in the
performance of the work(s).

89. “Virtual Completion” means completion of all important/essential works pending certain
small value works kept in abeyance by the Owner 18. to achieve required co-ordinate
completion with other inter linked unavoidable activities

90. “Working Day” means any day other than declared to be holiday or rest day by the Owner.

91. “Week” means a period of any consecutive seven days .

92. " Work", "Scope of Work", "Service", and "Scope of Services" shall mean the
totality of the work, services and activities to be performed or undertaken and the totality
of the
responsibilities to be discharged, as envisaged by expression or implication in the Contract
and shall include all inputs required for such performance and discharge including (but not
limited to) know-how, design/engineering inputs, preparation and supply of drawings and
details, project management (including pre-construction activities, tendering,
procurement,
inspection and expediting), construction supervision, Pre-commissioning, Start-up and
Commissioning and supply of consumables, labour, *construction and other requisite
machinery and equipment, utilities and inputs required for, relative or incidental to and/or
in
connection with the performance of the Contract up to Completion (including testing,
Commissioning, handing over, troubleshooting, rectification, maintenance and defect
liabilities including all variations, extras, additional, altered, or substituted works as required
for the purpose of the Contract.

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 SECTION II

2.0 GENERAL INFORMATION ABOUT SITE

2.1 LOCATION OF SITE AND ACCESSIBILITY:

The Site for the Works is as defined in the Special Conditions of Contract or elsewhere in the
Tender Documents and unless otherwise stated, is within the Refinery premises and its
associated infrastructures e.g. Township, marketing terminal etc. It is served by all normal
weather roads. The intending Tenderer should inspect the Site and make himself familiar with
Site conditions and available communication facilities. The Site is :

Numaligarh Refinery, PO-NR Project, Golaghat, Assam-785699

Entry into the refinery area is restricted. Only pass and permit holders as also vehicles with
special permits only are permitted within the boundary of the refinery. Inside the premises
access to various locations is also further regulated by permits issued for each area.

Contractor if necessary shall build other temporary access road to the Site of construction for
his own work at his own cost. The Contractor shall be required to permit the use of the roads
so constructed by him for vehicles/personnel of the Owner or any other parties who may be
engaged on the Site. The Contractor shall also facilitate the construction of the permanent
roads should the construction thereof start while he is engaged on this work. He shall make
due allowance in this tender for any inconvenience he anticipates on such account.

Non availability of access roads and/or railway siding or permits for entry of Vehicles' &
Equipment to any specific area shall in no case be the cause to condone any delay in the

( PLEASE GIVE MORE INFORMATION

A) GENERAL CLIMATE, MAX TEMP, MIN TEMP, AVERAGE RAINFALL

B) HEIGHT FROM MEAN SEA LEVEL
C) NEAREST RAILHEAD
D) NEAREST SEAPORT
E) NEAREST AIRPORT
F) ACCESS TO NATIONAL AND STATE HIGHWAYS
G) GENERAL TOPOGRAPHY
H) CO-ORDINATES OF NUMALIGARH
I) AVAILABILITY OF SKILLED, UNSKILLED, SEMI-SKILLED LABOUR AND
CONSTRUCTION EQUIPMENT IN THE AREA

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Numaligar Refinery Limited, a company registered in India under the Companies Act, 1956, has
invited tenders under sealed covers from bona fide and experienced ContractorS of financial standing
and reputation for the work(s) specified in the Invitation to Tender / Notice Inviting Tenders (NIT)
which should be read in conjunction with these Instructions to Tenderers.
2.0 Tender Documents
2.1 The Tender Documents shall consist of the following:
(i) Invitation to Tender / Notice Inviting Tenders
(ii) Instructions to the Tenderers
(iii) General Conditions of Contract
(iv) Special Conditions of Contract (including Scope of Work and Time Schedule)
(v) Special Instructions to Tenderers
(vi) Specifications
(vii) Plans (Exhibits………. to …………)
(viii)Drawings (Exhibits ………. to ………..)
(ix) Form of Contract
(x) Form of Tender (including formats annexed to the Form of Tender)
(xi) Form of Schedule of Rates
(xii) Addendum/Addenda to Tender Documents
(xiii) Written clarifications issued to foreignTenderers
2.2 Price of Tender Documents

(i) In e – Format
The Price of Rs. _ (Rupees ) payable for the use of the Tender Documents is made up as follows:

Price for use of Tender Document: Rs.

Less paid by Owner to tenderer by way of adjustment to keep the Tender offer open: Rs. 1/-
(Rupee One only)
Balance: Rs.

(ii) In Physical Format

The Price of Rs. _ (Rupees ) payable for the Tender Documents is made up as follows:
Price for use of Tender Document: Rs. _

Less paid by Owner to tenderer by way of adjustment to keep the Tender offer open: Rs. 1/-
(Rupee One only)
Balance: Rs.

(iii) The price of the Tender Document is the net cost/price per set of Tender Document, after
accounting for the consideration paid by the Owner to the tenderer, for keeping the tenders valid
for the prescribed period, and any extension thereof.

(iv) If the price for the use of the Tender Documents is not specified, such price shall be deemed to
be Re. 1/- (Rupee One only).

2.3 The Tender Documents constitute proprietary documents and intellectual property of the Owner
protected by the Owner’s copyright. These shall remain the property of the Owner with a limited
licence to the Tenderer to use the Tender Documents for the limited purpose of submitting the Tender
upon the condition that any person acquiring access to the Tender Documents shall use, hold and
maintain them as confidential documents. Not more than 2 (two) copies of the Tender Documents
will be issued to any one intending tenderer, unless otherwise specified. The Tender Document issued
to one party cannot be transferred to or used by another tenderer or used for any other purpose
without the specific written permission of the Owner.

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2.4 All information disclosed to the Tenderers by way of Tender Documents shall be considered
confidential and shall not be disclosed to any party by the tenderers except as may be necessary for
the purpose of preparing the Tender and / or for carrying out the work. If it is found that any tenderer
has disclosed sensitive and/or information impugning on the security of the installation and / or the
national security, action, as called for, may be taken against the Tenderer concerned, in addition to
such tenderer being liable to be black listed and / or barred from participating in future bids.

3.0 Information to Tenderers

3.1 Any estimates, data or other information provided in the Tender Documents has been provided
by the Owner in good faith for the assistance of Tenderers without the Owner undertaking
any obligation or liability with respect to the accuracy, correctness or reliability of such
estimate, data or information.

3.2 Similarly, any source(s) of supply, borrow areas, design basis, method of work, drawing or
other suggestion(s) in the Tender Documents relevant to the works or the performance of the
work or otherwise shall, unless otherwise specifically stated in the Tender Documents or any
of them to the contrary, be understood and regarded as mere suggestions or
recommendations made by the Owner for the assistance of the Tenderers without the Owner
undertaking any obligation or liability with respect to applicability, utility, suitability, propriety
or adequacy of the suggestion.

3.3 Any inaccuracy, incorrectness or unreliability of any estimate, data or other information in the
Tender Documents referred to in Clause 3.1 above or any in-applicability, unsuitability,
impropriety, inadequacy of or inability to utilize any suggestion in the Tender Documents
referred to in Clause 3.2 can in no circumstances form the subject-matter of any claim by the
Contractor on the Owner for additional costs, extended stay, damages or otherwise, nor shall
anywise relieve the Contractor from the full obligations and liabilities of the Contractor for the
quality, propriety and suitability of Contractor’s designs, drawings, calculations, materials
and/or for the works and every part and component thereof, and the Contractor hereby
specifically waives any and all contrary rights.

3.4 The Tenderer is expected prior to the submission of its/his/their Tender, as a prudent and
experienced Contractor to make its/his/their own assessment of all the requirements of the
work and of the accuracy, correctness and completeness of any estimate, data, or information
furnished by the Owner in the Tender Documents and of the availability, suitability, propriety,
adequacy and/or soundness of any suggestion made by the Owner in the Tender Documents
as hereinabove referred to.

3.5 The Tenderer is also expected prior to finalization of its/his/their Tender to visit and examine
the job site and its surroundings and to familiarize itself/himself/themselves of the ground
realities, the availability, existence and suitability of facilities and sources of supply required
for the work(s) and the environmental conditions which can be encountered, and collect all
data and other information which the Tenderer may require for preparation and formulation
of its/his/their Tender. The Contractor will not to be entitled to make any claim against the
Owner or to raise any objection or defence to any claim based on the ignorance of existing or
expected conditions, or on the lack of adequate information, or of any plan, estimate or
expectation based on a different perception or expectation or information.

3.6 The Tenderer and its personnel and consultants will be granted permission by the Owner to
enter upon the job site for the purpose of such inspection. Such permission will be deemed to
be on the condition that the Tenderer, its/his/their personnel and consultants have released
and indemnified the Owner and its personnel and agents ufrom the against all liability in
respect thereof, and that the Tenderer undertakes full responsibility for any injury to person(s)

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 (whether fatal or otherwise), loss of or damage to property and any other loss, 4, cost or
expense incurred as a result of or by virtue of such visit.

3.7 The tenderer shall be deemed before tendering to have undertaken a thorough study of the
proposed work, the job site(s) involved, the site conditions, soil conditions, the terrain, the
climatic conditions, the labour, power, material, and equipment availability, transport and
communications facilities, the availability and suitability of borrow areas, the availability of land
for right of way and temporary office and accommodations, quarters, and all other facts and
facilities necessary or relevant for the formulation of the Tender, supply of materials and the
performance of work.

4.0. Clarification of Tender Documents

4.1 Tenderers shall examine the Tender Documents thoroughly in all respects and if any conflict,
discrepancy, error, omission or ambiguity is observed, a Tenderer may request the Owner for
a clarification with respect thereto by the date specified in this behalf in the Notice Inviting
Tenders (NIT).

4.2 Such query or clarification pertaining to the Tender Documents must be in writing and delivered
by hand or by fax or e-mail as permitted by the NIT, to the authority issuing the NIT.

4.3 It will be open to the Owner either to respond in writing to the query or clarification sought by
a prospective Tenderer, or to issue any clarification at a pre-Tender meeting of prospective
Tenderers, and thereafter if it deems fit, to issue an Addendum with respect to any of the
clarifications given. Any clarifications given in writing to a prospective Tenderer shall be
deemed to be an Addendum to the Tender Documents and shall be circulated together with
the query to all the prospective Tenderers who have purchased Tender Documents with a view
that it shall form part of the Tender Documents in the same manner as any other Addendum
issued by the Owner. Any oral clarification given to a prospective Tenderer either in the prebid
meeting or otherwise shall be a mere courtesy and shall neither be binding on the Owner or
on the Contractor nor shall constitute a part of the Tender Documents.

4.4 Except for seeking clarifications to the Tender Documents under Clause 4.1, a prospective
Tenderer shall refrain from contacting the Owner or any of its officers with respect to the
tender, unless in response to a query raised by the Owner or to any communication by the
Owner seeking a response.

5. Who may Tender

5.1 A Tender may be submitted by an individual, a partnership firm, a company or a consortium

who or which is qualified to Tender in terms of the qualifications and/or eligibility criterion set
forth in the NIT and these Instructions to Tenderers.

5.2 A Joint Venture Company comprised of two or more shareholders who are individually qualified
to Tender may Tender on the qualification of such qualified shareholders provided that the
qualified entities/shareholders together with the Tender of the Joint Venture Company submit
a Declaration in the format prescribed in this behalf undertaking joint and several responsibility
to the Owner for the due performance of the work by the Joint Venture Company and for the
discharge of the obligations and liabilities of the Joint Venture Company under any resultant
contract. A Tender by an unqualified Joint Venture Company, if not accompanied by such a
Declaration by its qualified Joint Venture shareholders, shall be regarded as nonresponsive
and shall not be considered.

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5.3 (i) If the Tender is by a Consortium, at least one member of the Consortium must possess the
technical skills and experience necessary to qualify for the Tender, and at least one member
of the Consortium must have the financial resources to provide the finances necessary for the
performance of the work and to discharge the Consortium’s obligations and liabilities to the
Owner if the Tender of the Consortium is successful. Each Tender of a Consortium shall be
accompanied by a Declaration in the format prescribed in this behalf from each member of
the Consortium undertaking joint and several responsibilities to the Owner for the due
performance of the work by the Consortium and for the discharge of the Consortium’s
obligations and liabilities o the Owner under any resulting Contract.

(ii) The Tender of the Consortium must also be accompanied by the Consortium/Joint Venture
Agreement which indicates the distribution of responsibility relative to the performance of the
work if awarded to the Consortium in a manner that only the technically qualified member(s)
of the Consortium with the necessary expertise and experience undertake the performance of
the critical functions necessary for the performance of the work. Any Tender by a Consortium
which is not accompanied by such a Declaration and such Consortium/Joint Venture
Agreement shall be regarded as non-responsive and shall not be considered.

(iii) In addition, the members of the Consortium shall authorize one amongst them to act as the
leader of the Consortium in relation to the Tender and any resultant contract with a view that
any dealings by the Owner with the Consortium shall be with and through such leader. To this
end, a Tender by a Consortium shall also be accompanied by a Notarially attested Power(s) of
Attorney by the other member(s) of the Consortium in favour of the leader.

6.0 Cost of Tendering

6.1 The Tenderer shall be solely responsible for and assumes all risks and costs involved in and
for the formulation, preparation and submission of its/his/their Tender including (but not
limited to) the cost of site visits, inspections, collection of data, information and samples,
verification and assessment of the estimates, data and information provided and suggestions
made by the Owner in the Tender Documents, the conduct of any test, research or studies,
the collection of samples and preparation of estimates, and for anything else required to be
done by the Tenderer for the preparation of the Tender, and the Tenderer shall submit the
Tender at its/his/their own risk in all respects on the clear understanding that the Tender may
be rejected or that the Tenderer may be unsuccessful in the award of the work or any part
thereof and/or that the Tender process may be suspended, aborted, deferred and/or
superseded.

7.0 Addenda

7.1 Addenda to the Tender Documents may be issued prior to the date of the opening of the tender
(and in case of 2 (two) Tender system, prior to the date of opening of the Price Part of the
Tender) to clarify documents or to reflect modifications in the design of contract items.

7.2 Such Addendum / Addenda issued shall be distributed in duplicate, to each person or organization
to whom Tender Documents have been issued. Each recipient will retain one signed copy of
such Addendum / Addenda for submission along with his tender and return one signed copy
to the authority inviting tenders as acknowledgement of receipt of the Addendum. All such
Addendum / Addenda issued shall form part of the Tender Documents.

8.0 The Tender

8.1 Instructions for Online Tender Submission:

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i) The Tenderers are required to submit soft copies of their bids electronically on the
designated e-procurement portal, using valid Digital Signature Certificates (DSC).

ii) Tenderers are required to enroll on the e-Procurement module of the designated portal.

iii) Only one valid DSC should be registered by a Tenderer. Please note that the Tenderers are
responsible to ensure that they do not lend their DSC’s to others which may lead to misuse.

8.2 Formats

(i) The Tender / tender in the prescribed formats shall be completed by the Tenderer in all respects
together with the information of and required from the Tenderer in the prescribed formats and
with all other documents and annexures required to be furnished by the Tenderer under these
Instructions to Tenderers or under any other of the Tender Documents.

(ii) Where a format has been prescribed in the documents accompanying these Instructions to
Tenderers or otherwise, the Tender / tender, the information accompanying the Tender and
the annexures to the Tender shall be strictly in such formats. Tenders / tenders in any other
format will be liable to be rejected.

(iii) If the space or pages in any prescribed format are found by the Tenderer to be insufficient,
the Tenderer may separately add pages, and will refer to and identify these pages in the
submitted format. These shall be consecutively page-numbered and shall also carry the Tender
Document number and shall be signed by the tenderer and entered in the Index for the Tender
submitted by the Tenderer.

8.3 Rates to be quoted in Figures and Words, as required

(i) The tenderers shall set their price quotations in firm figures and without qualifications or
variations or additions to or deviations from the Tender Documents.

(ii) The tenderer shall quote in English both in figures as well as in words the amount tendered by
him in the Form of Schedule of Rates forming part of the Tender Documents, in such a way
that interpolation is not possible. If the parties do not quote both in figures and words properly
and correctly, their tenders are liable to be rejected. The amount for each item shall be worked
out and entered and requisite totals given of all items. The tendered amount for the work shall
be entered in the tender duly signed by the tenderer.

8.4 Sets of Tender Documents

(a) The Tender with one or more complete sets of the Tender Documents, as required, shall be
enclosed in a sealed cover super-scribed with name of the work and tender notice number
and addressed and sent by registered post to the Tender Receiving Authority specified in the
Invitation to Tender, or put in the Tender Box designated for the specific work located at the
address specified in the Invitation to Tender.

(b) In case tenders have been called for in two parts separately viz., the technical and commercial
part, and the price part / Price Tender, these two parts shall be put in two separate sealed
covers super-scribed "Technical Commercial Part" and "Price Part" respectively. Both the
sealed covers thereafter shall be then put inside another sealed cover, super-scribed with the
name of the work, the tender notice number and date, due date for receipt of tenders, the
name of the tenderer, etc., and sent either by registered post or dropped in the tender box
designated for the purpose, located at the address specified in the Tender Documents.

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(c) Where two copies of Tender Documents have been called for, they should be put in two separate
envelopes duly marked as 'original' and 'copy'. Both these sealed envelopes should then be
put together inside another sealed envelope, suitably super-scribed.

(d) Where e-tenders have been permitted, the Tender / tender shall be submitted through electronic
format in the manner permitted and shall be sealed in that format in the manner prescribed.

8.5 Qualifications and Deviations

(i) Tenders containing qualifying expressions such as "subject to minimum acceptance" or "subject to
prior sale", or any other qualifying expression or incorporating terms and conditions at variance
with the terms and conditions incorporated in the Tender Documents shall be liable to be
rejected.

(ii) Any Tender containing any deviation from the requirements of the terms and conditions of the
Tender Documents which in the opinion of the Owner is material and unacceptable, or which
in the opinion of the Owner cannot be evaluated so as to place other Tenderers at a
disadvantage, shall be rejected.

(iii) In case any Tenderer considers it inevitable or unavoidable to make certain deviations from
the requirements of the Tender Documents, or in the terms and conditions of the Tender
Documents, such Tenderer shall bring out the same separately and prominently in a separate
statement enclosed with the tender (or techno-commercial part of the tender in case of two
part tenders) so as to make it prominently noticeable by the authority opening the tender.
Such a statement should clearly indicate the particular page number, clause, or section of the
Tender Documents deviated from, the scope and extent of the deviations and explanation as
to why the said deviation is considered inevitable or unavoidable in the view of the tenderer.

8.6 Quotations

(i) The tenderer shall quote for the jobs on the basis of the items entered in the Form of Schedule of
Rates, and shall quote separately for each and every item(s) entered in the Form of Schedule
of Rates.

(ii) The prices quoted shall be all inclusive as provided for in respect of Schedule of Rates in the
General Conditions of Contract and the Owner shall not entertain any claim(s) for
enhancement of the price(s) on any account whatsoever.

8.7 Corrections and Alterations

Tenderers are required to fill in the Tender Documents with all due care, avoiding
cuttings/corrections/alteration/overwriting etc. in the entries, as far as possible. In case
corrections/alterations become unavoidable or inevitable, the entry to be corrected / altered
should be neatly cancelled or scored through by striking the entry by drawing a line through
it and making the revised/corrected entry as close to the cancelled entry as possible, each
such cancellation and correction/alteration being clearly and unambiguously authenticated by
the Tenderer by his full signatures. Overwriting and/or erasing with or by the application of
correcting/erasing fluid(s) will not be permitted and shall render the Tender liable for rejection.

8.8 Signing of Tender

(i) The tender shall contain the name, residence and place of business of the person(s) making
the tender and shall be signed by the tenderer with his usual signature. Partnership firms shall

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 furnish the full names of all partners in the tender, and shall annex a copy of the Partnership
deed to the tender. It shall be signed in the partnership name by the partners or by a duly
authorized representative followed by the name and designation of the person signing.
Tenders by corporations shall be signed in the name of the corporation by a person duly
authorized to do so.

(ii) The person signing the tender shall state his capacity and also the source of his ability to bind
the tenderer. The power of attorney or authorization or other document constituting adequate
proof of the ability of the signatory to bind the tenderer shall be annexed to the tender. The
Owner may reject outright any tender unsupported by adequate proof of the signatory's
authority.

(iii) When a tenderer signs a tender in a language other than English, the total amounts tendered
should in addition be written in the same language. The signature should be attested by at
least one witness.

8.9 Witness

Name, occupations and addresses of the witnesses shall be stated below their signature. Witnesses
shall be persons of status.

8.10 All pages to be initialled. All signatures in the Tender Documents shall be dated as well. All pages
of all sections of Tender Documents shall be initialled at the lower right hand corner or signed
wherever required in the Tender Documents by the tenderer or by a person holding power of attorney
authorizing him to sign on behalf of the tenderer before submission of tender.

8.11 The Tender and all documents annexed thereto shall be in English. If any document(s) annexed with
the Tender is/are in any language other than English, then the Tenderer shall submit along with the
Tender, the officially authenticated translation of the relevant document.

9.0 Documents accompanying the Tender Form

9.1 Past Experience

(i) The tenderer shall enclose documents to show that he has previous experience of having successfully
completed in the recent past works of a similar nature together with the name of owner, location of
sites and value of contract in the format annexed to these Instructions to Tenderers. It shall be the
responsibility of the Tenderer to fill complete, correct and accurate information and to submit requisite
supporting documents in line with the requirements/stipulations of the Tender Documents, regarding
its / his / their past work experience and financial capability and other information required to facilitate
due evaluation / consideration of its / his / their tender. Past experience or certification(s) given with
respect to or in connection with a work or job for which a Tenderer has been placed on the blacklist
or holiday list (howsoever designated or called) by Indian Oil Corporation Ltd. or by any Government
or other organization mentioned in the Declaration of Black listing/ Holiday listing shall not be
considered for determining the Tenderers’ experience or qualification for work(s) notwithstanding that
the period of blacklisting/ holiday listing in respect thereof has expired..

(ii) If any information given by a Tenderer is found to be incorrect in any particular considered by the
Owner to be relevant for the evaluation of the Tender / tender, or is found by the Owner to
misrepresent or conceal facts, or if any of the documents submitted by the Tenderer in support of or
relevant to the Tender / tender is found by the Owner to be forged, false or fabricated, the Owner
may reject the Tender, and without prejudice to any other right(s) of action or remedy available to
the Owner, the Owner may forfeit the Earnest Money given by the Tenderer in the Form of Earnest
Money Deposit or bank guarantee in order to compensate the Owner for the expenses incurred by it

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 in considering the Tender (and not by way of penalty) and take action for putting the Tenderer on
holiday list for such period as the Owner in this behalf considers warranted and / or remove the
Tenderer from any approved list of vendors / contractors. If prior to the discovery of the incorrect
information, misrepresentation or forged, false or fabricated document (s), the Tender / tender has
resulted in a contract, the Contract shall be liable to be terminated by the Owner pursuant to the
provisions of Clause 7.0.1.0 of the General Conditions of Contract with consequences of termination
as provided in Section 7 of the General Conditions of Contract.

9.2 Each Tenderer must indicate its / his / their P.F. Code Number in the Form of Information about
tenderer annexed to the Instructions to Tenderers. In the absence of the same, the tender shall be
liable to be rejected.

9.3 If the ESI Act is applicable to the job site, the Tenderer shall indicate its / his / their ESI code number
in the form of Information about tenderer annexed to these Instructions to Tenderers. If the
tenderer(s) does not have an ESI Code number, this provision will be construed as an undertaking on
the part of the tenderer to obtain an ESI Code number within one month from acceptance of tender
on the clear understanding that the Contractor will not be entitled to receive any payment under the
Contract unless and until it / he / they furnish(es) the Owner his ESI Code number.

9.4 Declaration of Black Listing

(i) Each tenderer/Tenderer shall give a declaration in the prescribed format annexed to the Form of
Tender that he / it / they is / are not under any blacklist or holiday list declared by the Owner or by
any Department of the State or Central Government or by any other Public Sector Organization, and
that there is no inquiry in respect of any corrupt or fraudulent practice pending against him/it/them.
In case he / it / they is / are under any such list, or any inquiry is pending, he / it / they shall in the
declaration give full details thereof. Such declaration in respect of a partnership firm or association of
persons shall cover every partner or member of the association, and in the case of company, shall
cover every director and principal shareholder of the company and any holding company and/or
subsidiary company (ies), if any.

(iii) If a Tenderer is on any such List or if any such inquiry is pending against it/him/them or if the Tenderer
has suppressed information or makes a false declaration in relation thereto, the Owner reserves the
right to reject the Tender. If the Tenderer has suppressed any such information or made a false
declaration, then without prejudice to any other right(s) of action or remedy available to the Owner,
the Owner may forfeit the Earnest Money given by the Tenderer in the Form of Earnest Money Deposit
or bank guarantee in order to compensate the Owner for the expenses incurred by it in considering
the Tender (and not by way of penalty) and take action for putting the Tenderer on holiday list for
such period as the Owner in this behalf considers warranted and / or remove the Tenderer from any
approved list of vendors / contractors. If prior to the discovery of the incorrect information, or
misrepresentation, the Tender / tender has resulted in a contract, the Contract shall be liable to be
terminated by the Owner pursuant to the provisions of Clause 7.0.1.0 of the General Conditions of
Contract with consequences of termination as provided in Section 7 of the General Conditions of
Contract.

(iv) The Tenderer shall give a declaration in the prescribed format annexed to these Instructions to
Tenderers that it / he / they is / are not engaging nor will engage child labour, and that if the Contract
/ work is awarded to the Tenderer pursuant to the Tender, the Tenderer undertakes to comply with
all laws, rules and regulations concerning the engagement of child labour or concerning the
engagement of persons below a prohibited age in any prohibited or hazardous activity.

9.6 Integrity Pact Program

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(i) The Owner has signed an MoU with Transparency International India for adoption of the Integrity
Pact Program. The MoU is available at NRL website www.nrl.co.in. Owner is committed to follow the
principles of transparency, equity and competitiveness in public procurements.

(ii) Tenderers / tenderers have also to commit to the same by executing an Integrity Pact Agreement
(IPA) and declaration which are part of these Instructions to Tenderers. In absence of the same, the
tender would be summarily rejected. The format of the Integrity Agreement and declaration are
enclosed and are also available at NRL website. www.nrl.co.in

(iii) Any dispute arising out of any violations or alleged violation of IPA by the Contractor would not be
the subject matter of arbitration and are hereby specifically excluded from the scope of the arbitration
agreements embodied in the General Conditions of Contract or the Special Conditions of Contract.

9.7 Pre-Qualification

(i) In case pre-qualification of potential Tenderers / tenderers had been undertaken earlier and completed
for the work, only bids from pre-qualified Tenderers will be considered for evaluation and award of
the contract. For such event, it shall be incumbent on the tenderer to submit necessary evidence of
having been pre-qualified for the particular job in question or part thereof, by submitting copies of
intimation issued by or on behalf of the Owner intimating about their being pre qualified.

(ii) In case no pre-qualification of the Tenderers had been undertaken by the Owner, the tenderer shall
include full details in support of its / his / their capacity, capability and financial standing for taking
up and completing the work successfully.

9.8 Earnest Money

(i) The Tenderer(s) shall, as a condition for the consideration of its / his / their Tender, pay the sum
specified in the Invitation to Tender in the manner specified therein as Earnest Money Deposit. In
cases not covered by (ii) below, Earnest Money Deposit shall be made by Banker’s draft or Pay Order
or through RTGS / NEFT to the specified account. Where Earnest Money Deposit is by way of RTGS /
NEFT, the Tenderer shall attach with his Tender, the proof of deposit. The Tender is liable to be
rejected for failure to deposit money in the manner aforesaid or for failure to furnish proof of having
deposited earnest money along with the tender. No interest shall be paid by the Owner on the
Earnest Money deposited by the Tenderer. The Earnest Money Deposit (EMD) of the Tenderer whose
tender may be accepted, if paid in forms other than Bank Guarantee, can be converted to Security
Deposit for due performance of the Contract if the Contractor so desires.

For online submission of EMD through netbanking or card payment:

i) Tenderers will open the link https://easypay.axisbank.co.in/nrl and type the Tender ID
for which EMD is to be paid and click on the option “Validate”.

ii) The web page will auto populate Tender Name, Last Date of Payment, Tender Opening
date and EMD (not editable).

iii) The Tenderer will enter his Company/ Firm Name, Address, e-Mail ID, Amount and
Mobile Number.

iv) The Tenderer is also required to enter twice his preferred account No. and IFS Code for
receiving EMD refund. In case of any mismatch in the account No. or IFS Code entered
twice, the web page will prompt the Tenderer to correct the data and then allow to proceed
with payment.

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 v) The Tenderer is then required to enter verification code as displayed in the web page
and click on the option “Submit”.

vi) The next Web Page will then display the summary of the EMD payment along with an
Unique Reference Number (URN).

vii) Tenderer is required to accept the payment Terms and Conditions and select his preferred
mode of payment from the options provided, viz: Net Banking (Axis Bank or Other Banks),
Credit/ Debit Cards or NEFT/RTGS.

viii) In case of Net Banking, the Tenderer will enter his User ID/ Password/ Transaction
Password and One time password as per the online payment system of the Tenderer’s
Bank.

ix) For Credit/ Debit Card payment, the Tenderer will enter his Card Number, Expiry Date,
CVV and ‘Verified by VISA’ or ‘Master Secure’ password as applicable.

x) For Tenderers selecting the payment option of NEFT/ RTGS, the web page will generate a
challan with a Dynamic/Virtual Account Number, IFS Code, Account Name and Amount.
The Tenderers can take a print out of this challan or just note the relevant details and
initiate the NEFT payment from their Bank.

xi) A receipt will be generated after successful payment (irrespective of the mode of payment).
Tenderer can take print out for onward submission with tender as well as save a soft copy
of the receipt.

(i) A bank guarantee may be accepted by the Owner towards Earnest Money Deposit or Initial Security
Deposit or Security Deposit or otherwise as the case may be, provided the amount of such bank
guarantee is not less than Rs, I,00,000/- (Rupees One lakh only). Such bank guarantee shall be issued
by a scheduled bank in India acceptable to the Owner and shall be strictly in the format prescribed
by the Owner for the specific purpose for which the bank guarantee is required to be furnished.

(ii) The Earnest Money of the unsuccessful Tenderer (s) / tenderer (s) shall be refunded without interest
only after the award of the work has been finalized.

(iii) The Earnest Money deposited by a successful Tenderer shall be forfeited / encashed if the successful
Tenderer fails to deposit or furnish the requisite initial Security Deposit as specified in the General
Conditions of Contract within 10 (ten) days of the receipt of the Acceptance of Tender or any extension
thereof permitted by the Owner and/or fails to execute the contract in accordance with the Form of
Contract within 30 (thirty) days of receipt of Letter of Acceptance in this behalf from the Owner or
within such extended period as may be permitted by the Owner for the purpose. Such forfeiture or
encashment shall not be by way of penalty or liquidated damages but by way of recovery of the
agreed preestimate of costs incurred by the Owner in the process relative to the Tender and in the
examination and / or evaluation of the Tender.

(iv) A Tenderer who purports to alter, modify or withdraw its / his / their Tender / offer after submission
within the period during which it / he / they promised to keep its / his / their Tender valid, shall be
liable to have its/ his / their tender rejected and its / his / their Earnest Money deposit or bank
guarantee submitted by way of earnest money forfeited / encashed not by way of penalty or liquidated
damages but by way of mutually agreed pre-estimate of costs incurred by the Owner in the process
relative to the Tender and in the examination and / or evaluation of the Tender.

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(v) If the Owner has permitted the Tenderer the facility of maintaining an account of permanent Earnest
Money Deposit and such permanent Earnest Money Deposit for a value of not less than the Earnest
Money Deposit specified in the Invitation to Tender / Notice Inviting Tenders is available for
appropriation against this tender / Tender during the period of validity prescribed for the Tender, the
Tenderer may in lieu of Earnest Money Deposit specified in the Invitation to Tender / Notice Inviting
Tenders submit proof of such permanent Earnest Money Deposit Account and of the monies lying to
credit in the account.

9.9 Information of Pending Litigation

(i) In order to understand the nature and character of the Tenderer in relation to works contracts
executed or in the course of execution by the Tenderer, the Tenderer shall together with its / his /
their Tender furnish information of pending litigation and arbitration in relation to such contracts in
the format annexed to these Instructions to Tenderers.

10.0 Documents Comprising Tender

10.1 The tenders, as submitted, shall consist of the following:

(i) Complete set of Tender Documents (including written clarifications and Addenda, if any) duly filled in and
signed by the tenderers as prescribed in different clauses of these Instructions to Tenderers.
(ii) Schedule of Rates in the Form of Schedule of Rates.
(iii) Earnest money amounting to and in the manner specified in these Instructions to Tenderers
(iv) Power of Attorney or other proof of authority, in favour of the person who has signed the tender (or copy
thereof duly attested by a Notary Public or Gazetted Officer).
(v) Audited Balance Sheets of the Tenderer for the last 3 (three) years. In the case of a Tender by an
unqualified joint venture company, the audited Balance Sheets of the qualified joint venture
shareholder(s) for the last 3 (three) years shall also be furnished. In case of a consortium Tender, the
audited Balance Sheet of each of the consortium members for the last three years shall be furnished.
(vi) Form of Tender. If the tender is called in 2 (two) parts, separate tenders in the relevant Form of Tender
as prescribed shall be submitted with respect to each part.
(vii) Information regarding tenderers in the prescribed form.
(viii) Tenderer’s past experience of comparable nature in the prescribed form accompanied by documents
supporting the successful completion of the claimed works / projects.
(ix) Information regarding construction, organization and equipment in the prescribed form.
(x) Declaration of Blacklisting in the prescribed form.
(xi) Declaration on Child Labour in prescribed form.
xii) Integrity Pact in the prescribed form.
(xiii) Information of pending litigation in the prescribed form.
(xiv) Details of Provident Fund Code Number.
(xv) Details of ESI Code Number (if applicable).
(xvi) Such other information as may be required from the tenderer.
10.0 Single Tender Only Permitted
10.1 Each tenderer / Tenderer can submit only one tender / Tender for one package. The names of specialized
sub-contractor(s) may, however, appear in different offers submitted by different tenderers.

10.2 (i) A person shall be deemed to have submitted more than one Tender if a person bids in an individual
or proprietorship format at and/or in a partnership or association of persons format and/or in a
company format.

(ii) A company shall for this purpose include any artificial person whether constituted under the laws of
Indian or of any other country.

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(iii) A person shall be deemed to have Tender in a partnership format or in association of persons format
if he is a partner of the firm which has submitted the Tender or is a member of any association of
persons which has submitted a Tender.

(iv) A person shall be deemed to have Tender in a company format if the person holds more than 10%
(ten percent) of the voting share capital of the company which has submitted a Tender, or is a director
of the company which has submitted a Tender, or holds more than 10% (ten percent) of voting share
capital in and/or is a director of a holding company of that company which has submitted the Tender.

10.3 By making a Tender pursuant to the Tender Documents, the Tenderer shall be deemed to have declared
that the Tenderer has not made any other Tender or a multiple Tender as understood or deemed in
terms of this clause.

10.4 All the multiple bids of a Tenderer shall be rejected and the Earnest Money Deposit for all such bids shall
be forfeited, not by way of penalty or liquidated damages but by way of reimbursement of the pre-
estimated costs likely to be incurred by the Owner towards Tendering process and in the scrutiny and
evaluation of bids.

11.0 Receipt of Tenders

11.1 The sealed tenders must reach the Tender receiving Authority, in the manner and through the channel
specified in the Invitation to Tender before the time limit specified therein.

12.0 Opening of Tenders

12.1 The Tenders shall be opened on the date and at the time specified in the Invitation to Tender or as soon
thereafter as convenient, in the presence of such tenderers as may be present. Tenders not received
in time may not be considered.

13.0 Validity of Tenders

13.1 In consideration of Rs.1/- (Rupee One Only) paid by the Owner to the Tenderer in the manner elsewhere
specified in these Instructions to Tenderers, the Tender / tender of the Tenderer shall be irrevocable
up to the expiry of 6 (six) months from the date of opening of tender / bids and for such extended
period (s) thereafter as the Tenderer and the Owner may agree. In the case of a 2 (two) part Tender,
the 6 (six) months’ period shall be reckoned from the date of opening the Technical and Commercial
Tenders.

13.2 The Owner may request the Tenderers for extension of the period of validity of the Tender. If the
Tenderer agrees to the extension request, the validity of bank guarantee towards Earnest Money
Deposit shall also be suitably extended. A Tenderer may refuse the request of extension of Tender
validity without forfeiting his Earnest Money Deposit. However, Tenderers agreeing to the request for
extension of validity of Tender shall not be permitted to modify the Tender because of extension,
unless specifically invited to do so.

14.0 Withdrawal, Revision or Amendment of the Tender

.14.1 Once a Tender has been submitted, the Tender cannot be withdrawn during its validity except with the
consequences in this behalf as elsewhere provided in these Instructions to Tenderers.

14..2 The Owner may, after opening the Technical and Commercial Tender, ask the Tenderer to submit
his/its/their clarification(s) in writing with respect to any aspects of the Technical and Commercial
Tender which the Owner considers relevant for the evaluation of the Tender. Any such written

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 clarification(s) shall be deemed to constitute a part of the Technical and Commercial Tender. Except
in response to a specific clarification sought by the Owner, a Tenderer shall not give any un-solicited
clarification(s) with respect to its / his / their Tender / offer.

14.3 The Tenderer cannot in any manner during the validity of the Tender revise, modify or alter its / his
/their Tender, except as permitted under clause 14.2 above, provided that the Tenderer may once
(and only once) without the solicitation of the Owner, prior to the last date and time appointed for
submission of the Price Tender, alter its / his / their Price Tender by reduction (and not otherwise) of
any or all of the prices previously quoted in the Price Tender. In addition, the Tenderer may on the
solicitation or request of the Owner made before or after the opening of the Price Tenders, reduce all
or any of the prices quoted in its / his / their Price Tender.

14.4 Except as permitted under clause 14.2 or 14.3 above, any revision, variation, modification or alteration
by a Tenderer in his/its/their Tender will be deemed to be a withdrawal of the Tender with
consequences in this behalf as elsewhere provided in the Instructions to Tenderers.

15.0 Scrutiny and Rejection of Tenders

15.1 The Owner reserves the right to reject, accept or prefer any Tender / tender or to defer,suspend, abort
or supercede the Tendering process without assigning any reason.

15.2 The Owner may, at its discretion, call for technical/commercial clarification or any other clarifications
required, from any tenderer(s) in respect of its / his / their tender(s).

15.3 The Owner reserves the right to consider/evaluate only substantially responsive tenders. A substantially
responsive tender is one which, in the opinion of the Owner (which shall be final and binding on the
tenderer(s)), substantially conforms to all the terms, conditions, specifications and requirements of
the Tender Documents without material deviations or reservations in respect of any of the following:

(i) Scope, quality or performance of the work;

(ii) Owner's rights or the tenderer's obligations under the Contract as per the Tender Documents;
(iii) Contains deviations which are unacceptable to the Owner or the correction of which would affect the
competitive position of other tenderers, who have submitted substantially responsive bids;
(iv) Which is incomplete in any particular considered by the Owner to be material;
(v) Is not accompanied by the earnest money in an amount and in a form stipulated;
(vi) Is otherwise not compliant with the requirements of these Instructions to Tenderers

15.4 If it appears to the Owner, after examining the tenders received, that any 2 (two) or more tenders are
collusive or otherwise manipulated to the disadvantage of the Owner and against the spirit of ethical
competition, the Owner reserves the right to summarily reject such tenders for reasons to be recorded
in writing.

15.5 Apart from the grounds on which a Tender /tender may be rejected in terms of these Instructions to
Tenderers or any document(s) annexed hereto, the Owner reserves the right to reject or not consider
a Tender / tender for reasons to be recorded in writing in any one or more of the following
circumstances:

(i) The Tenderer has been black listed or put on a holiday list.
(ii) The Tenderer does not satisfy or meet the eligibility criteria specified in the Notice Inviting Tender.
(iii) On the basis of information furnished by the Tenderer or on enquiries made by the Owner or from
the previous experience of the Owner or on the basis of reliable information available to the Owner:
(a) The Tenderer is not considered technically, practically, financially or because of concurrent
commitments capable of completing the work; or

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(b) The Tenderer is not considered a desirable person to whom the contract should be awarded, including
for reason of his being a habitual litigant as demonstrated by his previous record.

15.6 In case of e-Tendering, Tenderers are requested to note that they should necessarily submit their
financial bids in the format provided and no other format is acceptable. If the prices Tender has been
given as a standard BOQ format with the tender document, then the same is to be downloaded and
to be filled by all the Tenderers. Tenderers are required to download the BOQ file, open it and
complete unprotected cells with their respective financial quotes and other details (such as name of
the Tenderer). No other cells should be changed. Once the details have been completed, the Tenderer
should save it and submit it online, without changing the filename. If the BOQ file is found to be
modified by the Tenderer, the Tender will be rejected.

16.0 Evaluation of Priced Tenders

16.1 Discrepancies
If a discrepancy is found between the rates given in words and figures for an amount shown in the tender /
Tender, the following procedure shall be applied subject to Clause 16.2 below:

(i) When there is a difference between the rates in figures and words, the rate which corresponds to the
amount worked out by the tenderer shall be taken as correct.

(ii) When the rate quoted by the tenderer in figures and words tallies but the amount is incorrect, the
rate quoted by the tenderer shall be taken as correct.

(iii) When it is not possible to ascertain the correct rate in the manner prescribed above the rate as quoted
in words shall be adopted.

16.2 Arithmetical Errors

Arithmetical errors in the Tender, for the evaluation of bids and for determining the Tender amount
shall be corrected as follows:

(i) Unit rates quoted shall be applied to the quantities mentioned in the Schedule of Rates and the total
of the line items so calculated shall be deemed to be the rate quoted, notwithstanding that the total
of the line items as quoted shall be different either by increase or reduction from the total so arrived
at.

(ii) The total of all line items determined in accordance with (i) above shall be arrived at and shall be
deemed to be the rate quoted notwithstanding that the total indicated in the Priced Tender is different
from such total, whether more or less than such total.

(iii) If the Tenderer/ tenderer has failed to quote any rates against any item in the Schedule of Rates, the
Tenderer shall be deemed to have quoted the lowest rate for such item tendered / quoted by any
other Tenderer and shall be deemed to have accepted such rate to be his quoted rate for such item,
and the contract value for such item shall be arrived at accordingly, notwithstanding that the total
Tender value indicated in his Tender is different from the value so arrived at, In the event of a lone
Tender, the Tenderer in such event shall be deemed to have quoted the rate estimated by the Owner
for such item. Provided always that if the total value of the omitted item in the Tender / tender so
determined exceeds 5%(Five Percent) of the total Tender Value so determined, the Tender carrying
such omission(s) shall be regarded as non-responsive and shall be rejected, in which event the Earnest
Money Deposit shall be forfeited not by way of penalty or liquidated damages but to re-imburse r

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 Owner the pre-determined expenses incurred towards the Tender process and evaluation of the
Tender.

(iv) The Tenderer are expected to quote rate for each item after careful analysis of cost involved for the
performance of the completed item considering each and every document forming part of the Tender
Documents. This will avoid loss of profit or gain in case of curtailment or change of specification for
any item. In case it is noticed that the rates quoted by the Tenderer for any item are unusually high
or unusually low (i.e +- over 25% between tender rate and estimate), it will be sufficient cause for
rejection of the Tender unless the Owner is convinced about the reasonableness after scrutiny of the
analysis for such rates to be furnished by the Tenderer (on demand).

16.3 Other Criteria

(i) Conversion to Single Currency

To facilitate evaluation and comparison, all Tender prices expressed in currencies other than Indian
Rupees shall be converted to Indian Rupees at bill collection selling market rate of relevant foreign
exchange declared by the State Bank of India on the date of opening of the Price Tenders.
(ii) Discounts

(a) Conditional discounts, if offered, shall not be considered for evaluation.

(b) Any unsolicited discount or reduction offered by a Tenderer after opening of the Price Tender
shall not be considered. However, if reduction is from the lowest evaluated Tenderer, such
reduction shall be taken into account for arriving at the contract value and is not for
evaluation purpose.

(iii) Optional Items

Optional items, if any, shall not be considered for the purpose of arriving at the total Tender price.
However, in case the rates quoted by the selected Tenderer for optional items (which are not to be
considered for evaluation) are considered high, the same shall be negotiated based on the lowest
quoted rates for these items amongst the Tenderers whose Priced Tenders have been opened.

(iv) Omitted Items

Notwithstanding anything provided in Clause 16.2 (iii) hereof, if the Tenderer has failed to quote any
rates against any item in the Schedule of Rates for the purpose of evaluation of bids only, he shall be
deemed to have quoted the highest rate for such item tendered / quoted by any other Tenderer.

16.4 Declaration by Tenderer

In submitting his Tender / tender, pursuant to the invitation to Tender on the basis of the evaluation
and correction of bids/ tenders as specified in these Instructions to Tenderers, the Tenderer shall be
deemed to have declared, accepted and agreed to the correction and evaluation of his Tender on the
basis as set forth in these Instructions to Tenderes with a view that any Acceptance of Tender shall
be final and binding upon the Tenderer in the same manner as it would have been had the necessity
to correct any discrepancies, errors or omissions as herein specified not arisen.

17.0 Indian Agent

17.1 In the event that a foreign Tenderer is having an agent / consultant / representative / retainer /associate
in India who is not an employee of the Tenderer involved or proposed to be directly or indirectly
included in the Tender, the Tenderer should indicate in its / his / their offer, the name of such an

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 agent / consultant / representative / retainer / associate in India. The Tenderer must also indicate
clearly the commission payable to the agent / consultant / representative retainer / associate in rupees
in terms of the agreement (enclosing a copy of the same). The Tenderer will in its / his / their Technical
and Commercial Tender indicate the nature and extent of services to be provided by such an agent /
consultant / representative / retainer / associate on behalf of the Tenderer, and shall indicate in the
Priced Tender the remuneration therefor provided in the price as a separate priced item. Such
remuneration / commission will be paid by the Owner in non-convertible Indian currency in India.
Should it be established at any subsequent point of time that the above statement of the Tenderer is
not correct or that any other amount of remuneration / commission either in India or abroad has been
promised or paid or is promised to be paid to anyone who is not an employee of the Tenderer, the
Tenderer would be liable to be debarred from participating in the future tenders of the Owner. Failure
by the Tenderer to disclose the existence of such agent / consultant / representative / retainer /
associate in India could lead to rejection of the Tender / tender.

17.2 The following particulars will also be furnished by the Tenderer:

(i) Name, address and precise relationship between the foreign Tenderers and their agent / consultant /
representative / retainer / associate in India.

(ii) The mutual interest which the Tenderer and the agent / consultant / representative / retainer /
associate have in the business of each other.

(iii) Any payment which the agent / consultant / representative / retainer / associate is to receive in India
or abroad from the Tenderer whether as a commission for the Contract or as a general fee.

(iv) Permanent Income Tax Number of agent / consultant / representative / retainer / associate in India

(v) Permanent Income Tax Account Number of foreign Tenderer.

(vi) All services to be rendered by the agent / consultant / representative / retainer /associate.

(vii) Tax Residency Certificate (TRC) containing prescribed particulars (as per the Annexure 5) from the
Government of foreign country in order to claim the benefits of DTAA as per the Indian Income Tax
requirements shall be submitted, failing which the relief under DTAA will not be available and
consequently the actual rate of withholding tax will be applicable and deducted from the payment
made to the Contractor (i.e., non-resident taxpayer). The TRC shall be duly verified by the
Government of the country of which the assessee claims to be a resident for the purposes of tax.

(viii) In additional to TRC, in order to claim the benefits of DTAA, Tenderer shall also submit additional
information in form no. 10F as per Annexure 6. Form 10F has to be signed & verified by the assessee
himself.

(ix) The above shall be furnished before release of any payment or within one month of the Effective
Date, whichever is earlier. In case of failure to submit the above information, any additional tax liability
on Owner, will be deducted from the payment due to the Contractor.

17.3 Payments to the Indian agent as declared shall be made directly by the Owner and shall be remitted
after getting proof of the agent / consultant / representative / retainer / associate in India having
been registered with the Reserve Bank of India.

18.0 Retired Company Directors

18.1 No director of the Owner is allowed to tender for a period of 2 (two) years after his retirement from the
employment of the Owner, without the previous permission of the Owner. The Contract if awarded is

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 liable to be cancelled if the tenderer is found at any time to be such a person and has not obtained
the permission of the Owner before submission of the tender. Any tender by a person aforesaid shall
carry a disclosure thereof on the tender, and shall be accompanied by a copy of the document by
which the requisite consent is given. Such disqualifications shall apply to every partner of a partnership
firm where the tenderer is a firm.

18.2 The tenderer is required to state whether he is a relative of any such director of the Owner, and where
the tenderer is a firm, whether such director of the Owner or relative of such director is a partner in
the firm, and where the tenderer is a company, whether a director of the Owner or relative of such
director is a substantial member holding more than 10% (ten percent) of the paid up capital in the
company, or is a director of the company.

19.0 Consultant

19.1 A consultant of the Tenderer for the Project of which the work forms part or a consultant in respect in
respect of the work which forms the subject matter of the Invitation to Tender is prohibited from
Tendering for the work.

20 Award of Work

20.1 Although ordinarily the lowest responsive Tender amongst the bids submitted by tenderers and
considered by the Owner as qualified and competent and responsive shall be preferred, the Owner
reserves the right not to accept the lowest Tender if in its opinion, this would not be in the interest of
the work or of the Owner or if it is of the opinion that the lowest Tender is unrealistic or is excessive.

20.2 The successful tenderer(s) shall be required to furnish Initial Security Deposit in the stipulated form and
amount within 10 (ten) days of the receipt of Letter of Acceptance and to execute a formal contract
in accordance with the Form of Contract within 30 (thirty) days from the date of receipt of Letter of
Acceptance from the Owner, or within such extended time as may be permitted by the Owner for any
of the said purpose.

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 SECTION IV

4.0 INTERPRETATION, ORGANIZATION, TIME SCHEDULE

4.1 INTERPRETATION OF CONTRACT DOCUMENT:

4.1.1 PRIORITY OF DOCUMENTS:

Several documents forming the Contract are to be taken as mutually explanatory. In

case of irreconcilable conflict between the provisions in the separate Contract
Documents concerning or governing the same aspect precedence shall be given to the
provisions contained in the documents mentioned below in the order in which they are
set out below:

i) Contract Agreement
ii) Detailed letter of Acceptance (DLOA)/ Purchase order PO) along with its enclosures
including Price Schedule.
iii) Letter of Award (LOA) / Fax of Acceptance (FOA)
iv) Agreed Statement of Variations
v) Special Conditions of Contract (SCC)
vi) Technical Specifications
vii) Drawings
viii) Special Instructions to Tenderer (SITB)
ix) Instructions to Tenderers (ITB)
x) General Conditions of Contract (in GCC)
xi) Any Other Documents forming the part of the Contract.

A variation or amendment issued after the execution of the formal contract shall take
precedence over the formal contract and all other Contract Documents.

4.1.2 HEADINGS AND MARGINAL NOTES:

All headings and marginal notes to the clauses of these General Conditions of Contract
or to the Specifications or to any other part of Tender Document are solely for the
purpose of giving concise indication and not a summary of the contents thereof, and
they shall never be deemed to be part thereof or be used in the interpretation or
construction thereof of the Contract.

4.1.3 SINGULAR AND PLURAL:

In this Contract Document unless otherwise stated specifically, the singular shall include
the plural and vice versa wherever the context so requires. Words implying ‘Persons’
shall include relevant corporate companies / Registered Associations / Body of
individuals / Firm of Partnership.

4.1.4 SPECIAL CONDITIONS OF CONTRACT:

Special Conditions of Contract shall be read in conjunction with the General Conditions
of Contract, Specifications, Drawings and any other documents forming part of this

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 Contract wherever the context so requires. Where any portion of the General Conditions
of Contract is repugnant to or at variance with any provisions of the Special Conditions
of Contract, then unless a different intention appears, the provisions of the Special
Conditions of Contract shall be deemed to over-ride the provisions of the General
Conditions of Contract and shall to the extent of such repugnancy, or variations, prevail.

4.1.5 SECTIONS AND VOLUMES TO BE CONSIDERED COMPLEMENTARY

Notwithstanding the sub-division of the documents into these separate sections and
volumes, every part of each shall be deemed to be supplementary to and complementary
of every other part and shall be read with and into the Contract so far as it may be
practicable to do so.

4.1.6 CONTRACTOR TO PERFORM AT HIS COST

Wherever it is mentioned in the Specifications that the Contractor shall perform certain
work or provide certain facilities, it is understood that the Contractor shall do so at his
own cost.

4.1.7 COMPLIANCE WITH STANDARDS

The Materials, Design and Workmanship shall satisfy the relevant Indian Standards
Specifications contained herein and Codes referred to. Where the Specifications stipulate
requirement in addition to those contained in the standard Codes and Specifications,
these additional requirements shall be satisfied.

4.2 OWNER’S ADMINISTRATION:

Ŕ

4.2.1 ENGINEER-IN-CHARGE

The Owner shall appoint the Engineer-In-Charge who shall act on the Owner’s behalf
under the Contract. The Engineer-In-Charge shall be vested with, and (unless and
until the Owner notifies the Contractor otherwise) shall be deemed to have, the full
authority of the Owner under the Contract except in respect of Clause 7.2_
[Termination].

(A) Engineer-In-Charge’s General Duties

The powers of the Engineer-In-Charge shall include but not limited to the following:

Unless otherwise expressly provided in the Contract neither the exercise of these
powers, its failure to exercise such powers nor the appointment or engagement of the
Engineer-In-Charge by the Owner shall in any way relieve the Contractor of any of its
obligations or liability under the Contract. No approval, consent or failure to disapprove
any matter by the Engineer-In-Charge shall relieve the Contractor of any of his
obligations or liability under the Contract. The general powers of the Engineer-In-
Charge include but are not limited to quality assurance concerning the Contractor's
design, specifications, workmanship and materials and monitoring and checking the
preparation of the design and specification of the Works and the supply, installation,
construction, testing, commissioning, Completion of the Works and performance of the

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Contractor's obligations under Clause 5.26 (Defects Liability), and verifying that the
Works are being carried out by the Contractor in accordance with the Contract and the
standards of safety, quality and performance required by the Contract and Law.

The Engineer-In-Charge shall coordinate among the Contractor, the Owner and himself
in approving or certifying documents, which have been submitted to the Engineer-In-
Charge by the Contractor.

(B) Engineer-In-Charge’s Specific Duties

The specific duties and powers of the Engineer-In-Charge shall include those set out
below:

(i) Monitor either at regular intervals or on a continuous basis the design,

manufacture and site progress against the Approved Progress Schedule and the
Contractor's systems for controlling the progress of the Works;

(ii) Receive and review for compliance with the Contract and suitability for
operation and maintainability and approve or reject the Contractor’s
Documents specified in the Contract as requiring the Engineer-In-Charge’s
approval. Inspect, check and comment at all stages upon the design
undertaken. Receive the Contractor’s Documents required to be submitted to
the Engineer-In-Charge for information only;

(iii) If required by the Owner, review mass balances and utility consumption data
for performance and layout drawings for operation and maintenance;

(iv)Establish programme validation points for quality audit of the design,

manufacture and construction;

(v)Examine either on a continuous basis or at regular intervals the steps taken by

the Contractor in respect of quality assurance and checking that the same are
adhered to (for which purpose, the Engineer-In-Charge may arrange and carry out
such inspections and controls as it deems necessary in order to ensure the quality
of the Works and compliance with the Contract);
Comment on the training programme for future operators;

(vii)Issue Payment Certificates, the Completion Certificate and Final Certificate (s)
pursuant to Clause 8.9 and 8.10. Value plant, goods and materials and work
executed, as required by the Contract;

(viii)Witness and inspect the assembly of the Plant at the manufacturer's premises,
and its erection on the Site in accordance with the Approved Progress Schedule and
the rSite tests and the commissioning procedures;

(ix) Liaise with the Contractor or its third party inspectors, as the case may be, for
the purpose of meeting statutory requirement;

(x) Carry out a quality audit on the design procedures and review the material
quality as per the requirements of the Contract;

(xi) Monitor the Contractor's applications for licences and approvals;

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 (xii)Issue the Taking Over Certificate provided that such certificates shall only be
valid and effective if the same has been countersigned by the Owner;

(xiii)Monitor tesrrrrts and procedures, the commissioning of the Works and

Performance Tests, if any, as per terms of the Contract;

(xiv)Advise the Owner of any difference between actual and specified performance;

(xv) Notify the Owner of defects, which, in the Engineer-In-Charge’s view, should
be rectified prior to the issue of the Taking Over Certificate;

(xvii)Consider and make decisions upon any applications for extensions of the Time
for Completion under Clause 11.0_; and

(xviii) Any other powers and duties expressly provided for in the General Conditions
Of Contract.

If the Owner wishes to replace any person appointed as the Engineer-In-Charge the
Owner shall, not less than 14 days before the intended date of replacement, give a
Notice to the Contractor of the replacement’s name, address, duties and authority, and
of the date of appointment.

4.2.2 Other Owner’s Personnel

The Owner or Engineer-In-Charge may from time to time assign duties and delegate
authority to assistants, and may also revoke such assignment or delegation. These
assistants may include a Site Engineer, and/or independent inspectors appointed to
inspect and/or test items of the Works, Plant and/or Materials. The assignment,
delegation or revocation shall not take effect until a copy of it has been received by the
Contractor.

4.2.3 Delegated Persons

All these persons, including the Engineer-In-Charge and assistants, to whom duties have
been assigned or authority has been delegated, shall only be authorised to issue
instructions to the Contractor to the extent defined by the delegation. Any approval,
check, certificate, consent, examination, Inspection, instruction, notice, proposal,
request, test, or similar act by a delegated person, in accordance with the delegation,
shall have the same effect as though the act had been an act of the Owner. However:

(a) unless otherwise stated in the delegated person’s communication relating to such
act, it shall not relieve the Contractor from any responsibility he has under the
Contract, including responsibility for errors, omissions, discrepancies and non-
compliances;
(b) any failure to disapprove any work, Plant or Materials shall not constitute
approval, and shall therefore not prejudice the right of the Owner to reject the
work, Plant or Materials; and

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 (c) if the Contractor questions any determination or instruction of a delegated
person, the Contractor may refer the matter to the Owner, who shall promptly
confirm, reverse or vary the determination or instruction.

4.2.4 Instructions: The Owner may issue to the Contractor instructions which may be
necessary for the Contractor to perform his obligations under the Contract. Each
instruction shall be given in writing and if necessary, shall state the obligations to which
relates and the Sub-Clause (or other term of the Contract) in which the obligations are
specified. If any such instruction constitutes a Variation, Clause ____________ shall
apply.

The Contractor shall take instructions from the Owner or from the Engineer-in-Charge
or an assistant to whom the appropriate authority has been delegated under this Clause.

4.2.5 Determinations: Whenever these General Conditions Of Contract provide that the
Owner/ Engineer-In-Charge shall proceed in accordance with this Sub-Clause 4.2.5 to
agree or determine any matter, the Owner/ Engineer-In-Charge shall consult with the
Contractor in an endeavour to reach agreement. If agreement is not achieved, the Owner
/ Engineer-In-Charge shall make a fair determination in accordance with the Contract,
taking due regard of all relevant circumstances.

The Owner/ Engineer-In-Charge shall give notice to the Contractor of each agreement
or determination, with supporting particulars. Each Party shall give effect to each
agreement or determination, unless the Contractor gives notice, to the Owner, of his
dissatisfaction with a determination within 14 days of receiving it. Either Party may then
refer the dispute to Arbitration in accordance with Sub-Clause ___________

4.3 CONTRACTOR’S ADMINISTRATION:

4.3.1 The Contractor shall appoint the Contractor’s Representative and shall give him/her all
authority necessary to act on the Contractor’s behalf under the Contract, except to
replace the Contractor’s Representative. The Contractor’s Representative shall be
qualified, experienced and competent in the main engineering discipline applicable to
the Works.

4.3.2 Unless the Contractor’s Representative is named in the Contract, the Contractor shall,
within 10 (ten) days from the Effective Date, submit to the Owner for consent the name
and particulars of the person the Contractor proposes to appoint as Contractor’s
Representative. If consent is withheld or subsequently revoked, or if the appointed
person fails to act as Contractor’s Representative, the Contractor shall similarly submit
the name and particulars of another suitable replacement for such appointment. If the
Owner does not respond within 10 days after receiving this submission, by giving a
Notice to the Contractor objecting to the proposed person or replacement, the Owner
shall be deemed to have given the Owner’s consent.

4.3.3 The Contractor shall not, without the Owner’s prior consent, revoke the appointment of
the Contractor’s Representative or appoint a replacement (unless the Contractor’s
Representative is unable to act as a result of death, illness, disability or resignation, in
which case his/her appointment shall be deemed to have been revoked with immediate

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 effect and the appointment of a replacement shall be treated as a temporary
appointment until the Owner gives his/her consent to this replacement, or another
replacement is appointed, under this Sub-Clause).

4.3.4 Unless otherwise agreed by the Owner, the whole time of the Contractor’s Representative
shall be given to directing the Contractor’s performance of the Contract. The Contractor’s
Representative shall act for and on behalf of the Contractor at all times during the
performance of the Contract, including issuing and receiving all Notices and other
communications under Sub-Clause 4.4 [INSTRUCTIONS AND NOTICES UNDER THE
Contract].

4.3.5 Unless otherwise agreed by the Owner, the Contractor’s Representative shall be based
at the Site for the whole time that the Works are being executed at the Site. If the
Contractor’s Representative is to be temporarily absent from the Site during the
execution of the Works, a suitable replacement shall be temporarily appointed, subject
to the Owner’s prior consent. The Contractor’s Representative may delegate any powers,
functions and authority except:

(a) The authority to issue and receive Notices and other communications under
Clause 7.0 [INSTRUCTIONS AND NOTICES UNDER THE Contract].
(b) The authority to receive instructions under Sub-Clause 5.4 [Instructions]),

to any suitably competent and experienced person and may at any time revoke the
delegation. Any delegation or revocation shall not take effect until the Owner has
received a Notice from the Contractor’s Representative, naming the person, specifying
the powers, functions and authority being delegated or revoked, and stating the timing
of the delegation or revocation.

4.3.6 The Contractor shall also provide to the satisfaction of the Engineer-in-Charge sufficient
and qualified staff to supervise the execution of the Works, competent sub-agents,
foremen and leading hands including those specially qualified by previous experience to
supervise the type of works comprised in the Contract in such manner as will ensure
work of the best quality and expeditious working. Whenever in the opinion of the
Engineer-in-Charge additional properly qualified supervisory staff is considered
necessary, they shall be employed by the Contractor without additional charge on
account thereof.

4.3.7 The Contractor shall provide and maintain an office at the Site for accommodation of his
agent and staff and such office shall be open at all reasonable hours to receive
instructions, notices or other communications.

4.3.8 If and whenever any of the Contractor or Sub-Contractor's agents, sub-agents,

assistants, foremen or other employees shall in the opinion of Engineer-in-Charge be
guilty of any misconduct or be incompetent or insufficiently qualified or negligent in the
performance of their duties or that in the opinion of the Owner or the Engineer-in-
Charge, it is undesirable for administrative or any other reason for such person or
persons to be employed in the Work, the Contractor, if so directed by the Engineer-in-

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 Charge, shall at once remove such person or persons from Site thereon. Any person or
persons so removed from the Site shall not again be employed in connection with the
Works without the written permission of the Engineer-in-Charge. Any person so
removed from the Site shall be immediately replaced at the expense of the Contractor
by a qualified and competent substitute. Should the Contractor be requested to
repatriate any person removed from the Site, he shall bear all costs in connection
herewith.

4.3.9 The Contractor shall be responsible for the proper behaviour of all the staff, supervisor,
workmen, and others and shall exercise a proper degree of control over them and in
particular and without prejudice to the said generality, the Contractor shall be bound to
prohibit and prevent any employees from trespassing or acting in any way detrimental
or prejudicial to the interest of the community or of the properties or occupiers of land
and properties in the neighbourhood and in event of such employees so trespassing,
the Contractor shall be responsible therefore and relieve the Owner of all consequent
claims or actions for damages or injury or any other grounds whatsoever. The decision
of the Engineer-in-Charge upon any matter arising under this clause shall be final.
Contractor shall ensure that none of their employees are ever engaged in any anti
national activity.

4.3.10 If and when required by the Owner, all Contractor’s personnel entering upon the
Owner's premises shall be properly identified by badges of a type acceptable to the
Owner which must be worn at all times on Owner’s premises. Contractor may be required
to obtain entry passes for his staff/employees from Owner to work within operating
areas.

4.4 INSTRUCTIONS AND NOTICES UNDER THE CONTRACT

4.4.1 Any notice to be given under the Contract shall be served by sending the same to the
respective addresses of the Parties as set out in Contract.

4.4.2 Instructions and Orders :

All certificates, instructions and orders to be given by the Engineer-In-Charge or the

Owner under the Contract shall be served by sending the same by registered post, cable,
courier, telex or facsimile transmission to, or by leaving the same at, the Contractor's
address as set out in the Contract or such other address as the Contractor may give
prior written notice of to the Engineer-In-Charge and Owner for that purpose or any
other mode that the Parties may mutually agree.

Service of Notices :

Any notice sent by electronic mail, telex, cable or facsimile transmission shall be deemed
to have been served at the time of transmission. A notice sent by post shall be deemed
to have been served 5 (five) business days after posting. A notice delivered personally
or by courier shall be deemed to have been given at the time of delivery.

4.5 SECURITY DEPOSIT

4.5.1 Security Deposit:

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 A sum of Ten percent (10%) of the Contract Price shall be deposited by the Contractor
as Security Deposit with the Owner. This may be deposited initially at two and half
percent (2.5 %) of the Contract Price (referred as Initial Security Deposit) within Ten
(10) days of the Effective Date and the balance Seven and half percent (7.5%) will be
recovered in instalments through deductions at the rate of Ten percent (10%) of the
value of each Running Account bill till total Security Deposit amount is collected, after
which no further deductions from Bills will be made on this account, subject to Clause
4.6.2 below.

Alternatively, the Contractor may, at his option, deposit the full amount of Ten percent
(10%) of the Contract Price towards the Security Deposit within Ten (10) days of the
Effective Date. Contractor can furnish the Initial or Total Security Deposit amount
through a Bank Guarantee from any Scheduled Bank in the prescribed form.

However during execution on account of Variations, if the value of Works undergoes

revision (“Revised Contract Price”) and exceeds the Contract Price originally awarded
(‘Original Contract Price”), further recoveries towards Security Deposit shall be effected
at Ten percent (10%) of the value in excess of the Original Contract Price from running
Bills and the Final Bill. Similarly if the Revised Contract Price is less than the Original
Contract Price, recovery towards Security Deposit, effected in the running Bills, in excess
of Ten percent (10%) of the Revised Contract Price a shall be refunded to the Contractor
along with Final Bill.

4.5.2 The Security Deposit shall be held by the Owner as security for the due performance of
the Contractor’s obligations under the Contract and for the payment of any amounts
claimed by the Owner from the Contractor, PROVIDED that nothing herein stated shall
make it incumbent upon the Owner to utilize the Security Deposit in preference to any
other remedy which the Owner may have, nor shall be construed as confining the
claims of the Owner against the Contractor to the quantum of the Security Deposit.

4.5.3 The Security deposit including the Earnest Money / retention money(ies), and other
withheld amounts from the Running Account Bill(s), if any, at any time remaining in
the hands of the Owner, shall be free of any liability for payment of any interest to the
Contractor.

4.5.4 Upon determination of the Contract prior to Completion of Work(s) for any cause, the
Owner shall in so far as the Security Deposit constitutes cash refund and in so far as
the Security Deposit is in any other form, release/discharge/return, as the case may
be, to Contractor, the unutilized balance of the Security Deposits, if any, for the time
being remaining in the hands of the Owner after settlement of accounts and discharge
of all amounts due from the Contractor to the Owner and fulfilment of all obligations of
the Contractor.

4.5.5 On issue of the Taking Over Certificate, the Owner shall, in so far as the Security Deposit
constitutes cash refund and in so far as the Security Deposit is in any other form, release
or discharge or return, as the case may be, to the Contractor, the unutilized balance of
the Security Deposit, if any in excess of 5% of the Contract Price for the time being
remaining in the hands of the Owner after settlement of accounts and discharge of all
amounts due from the Contractor to the Owner and fulfilment of all obligations of the
Contractor under the Contract except for defect liability obligations, with the intention

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 that Security Deposit for the Contractor’s defect liability obligations shall be limited to
5% of the Contract Price.

4.6 TIME FOR COMPLETION:

4.6.1 The Contractor shall complete the whole of the Works, and each Section (if any),
within the Time for Completion for the Works or Section (as the case may be),
including Completion of all work which is stated in the Contract as being required
for the Works or Section to be considered to be completed for the purposes of
taking over by Owner.

4.6.2 Unless stated otherwise elsewhere, the Contractor shall submit to the Owner for
approval in respect of each job site, a detailed progress schedule in
graphical or other suitable form as a product of a project management software
e.g. Primavera , MS Projects etc. giving dates of various activities and milestones
within the Time for Completion providing sufficient margin to cover for
contingencies and any remedial work necessary.

4.6.3 The Engineer-in-Charge and the Contractor shall thereafter within 10 (ten) days finalise
the Progress Schedule and the Progress Schedule so finalised shall be the “Approved
Progress Schedule” and shall form part of the Contract with attendant obligation upon
the Contractor to commence the various works/activities involved on or before the
date(s) mentioned in the Approved Progress Schedule and to conclude the said work(s)/
operation(s) on or before date mentioned in this behalf in the Approved Progress
Schedule. The Contractor shall execute the Works in accordance with the order and
procedure set out in and (subject to Clause 4.9) the dates shown upon the Approved
Progress Schedule and the Payment Schedule. The Approved Progress Schedule and
the Payment Schedule shall not be altered or amended without the Owner's prior
consent, which, shall not be unreasonably withheld.

4.6.5 The Contractor shall adhere to the order of procedure and method stated therein unless
the Contractor obtains the written consent of the Engineer-in-Charge to vary such order
or method.

4.6.6 The Owner will notify the Contractor if the rate of progress of the Works or any part
thereof is too slow to meet the Time for Completion and that the slowdown in the rate
of progress is not due to a circumstance for which the Contractor is entitled to an
extension of time . Following receipt of such a notice the Contractor shall take such steps
as may be necessary and as the Owner may approve, to remedy or mitigate the likely
delay, including revision of the Approved Progress Schedule and the Payment Schedule
and/or carrying the Works at night or on public holidays. The Contractor shall not be
entitled to any additional payment for taking such steps.

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4.6.7 The Approved Progress Schedule shall also indicate the latest dates of finishing of
various activities and achievement of milestones comprising the work in the critical path
and the interlinking of the various activities and bring to light the specific/critical
items on which the inputs from the Owner / Engineer-in-Charge /Consultant or other
agencies, if any, would be required, to ensure adherence to the Approved Progress
Schedule.

4.6.8 If the Contractor shall fail to submit to the Owner/Engineer-in-Charge a Progress

Schedule as envisaged above or if the Owner/Engineer-in-charge and Contractor fail to
agree upon the Progress Schedule as envisaged above, then the Engineer-in-Charge
shall prepare the Progress Schedule (the dates of progress as fixed by the Engineer-in-
Charge being final and binding upon the Contractor except as herein otherwise expressly
provided), and shall issue the Progress Schedule so prepared to the Contractor, which
shall then be the Approved Progress Schedule and all the provisions of Clause 4.6 shall
apply relative thereto.

4.6.9 All the Contractor’s activities shall be performed and completed strictly in accordance
with the Approved Progress Schedule and to achieve the targets, the Contractor shall
have to plan adequate mobilisation of all resources. The Engineer-in-Charge, shall
however, have the right to review the progress and modify the sequence of carrying out
the Works suiting the Site conditions and the Contractor shall be required to comply with
such modifications, revise the Approved Progress Schedule, get it approved and
complete his activities within the revised Approved Progress Schedule without any extra
cost to the Owner.

4.6.10 During the execution of the Work, the Contractor shall submit at his own cost a detailed
monthly progress report to the Engineer-in-Charge in three copies, latest by 14th of
every month. The Contractor shall also be required to attend Site progress review
meetings organized by the Engineer-In-Charge or his authorised representative
periodically. The deliberations in the meetings shall inter alia include the weekly
program, progress of work (including details of manpower, tools and plants deployed by
the Contractor vis-a-vis agreed schedule), inputs to be provided by Owner, delays, if any
and recovery program, specific hindrances to work and work instructions by Owner. The
minutes of the weekly meetings shall be recorded and shall be jointly signed by the
Engineer-In-Charge or his authorized representative and the Contractor and one copy of
the signed records shall be handed over to the Contractor.

4.6.11If, at any time:

Actual progress is too slow to complete the Works or a Section (if any) in accordance
with the Approved Progress Schedule and Time for Completion; and/or

(b) Progress has fallen (or will fall) behind the Approved Progress Schedule other than
as a result of a cause listed in Sub-Clause 4.9 [Extension of Time for Completion],
then the Owner/ Engineer-In-Charge may instruct the Contractor to submit, a

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 revised programme describing the revised methods which the Contractor
proposes to adopt in order to expedite progress and complete the Works or a
Section (if any) to bring back the progress in line with the Approved Progress
Schedule and/or Time for Completion.

4.6.12 Unless the Owner gives a Notice to the Contractor stating otherwise, the Contractor shall
adopt these revised methods, which may require increases in the working hours and/or
in the numbers of Contractor’s Personnel and/or the Construction Equipment, at the
Contractor’s risk and cost. If these revised methods cause the Owner to incur additional
costs, the Owner shall be entitled to recover such additional costs from the Contractor
as Owner’ claims.

4.6.13 However even after revision of the programme, Contractor fails to sufficiently improve
actual progress to complete the Works or a Section (if any) as per their respective Time
For Completion in accordance with the Approved Progress Schedule and/or within the
Time for Completion; he shall be deemed to be in material breach of the Contract to
which the provisions of Clause 7.0.1.0 hereof relating to termination of Contract shall
apply, but without prejudice to any other consequences or rights or remedies which the
Owner may have in this behalf.

4.7 FORCE MAJEURE:

4.7.1 Definition of Force Majeure

An "Force Majeure Event" shall mean any circumstance not within the reasonable
control, directly or indirectly, of the Party affected, but only if and to the extent that (i)
such circumstance, despite the exercise of reasonable diligence, cannot be or be caused
to be prevented, avoided or removed by such Party, (ii) such event materially adversely
affects (in cost and/or time) the ability of the Party to perform its obligations under the
Contract, and such Party has taken all reasonable precautions, due care and reasonable
alternative measures in order to avoid the effect of such event on its ability to perform
its obligations under the Contract and to mitigate the consequences thereof, (iii) such
event is not the direct or indirect result of the failure of such Party to perform any of its
obligations under the Contract, and (iv) such Party has given the other Party prompt
notice describing such event, the effect thereof and the actions being taken in order to
comply with this Clause 4.7.

4.7.2 The events of Force Majeure (“ Force Majeure Event”) comprise:

(a) Non-Political Event;
(b) Direct Indian Political Event; and
(c) Indirect Political Event, all as defined hereunder.

“Non-Political Event" shall include, but not limited to, the following events to the extent
that an event or its consequence (it being agreed that if a causing event is within the
reasonable control of a Party affected, the consequence thereof shall be deemed to be
within the control of the Party affected) satisfy the first paragraph of this Cause 4.7.1;
(i) the effect of any natural element or other act of God, including but not limited to any
storm, flood, lightning, earthquake, cyclone, landslide, subsidence, volcanic eruption or
other natural disaster;

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 (ii) fire or explosion, accidents in each case not being due to (A) inherent defects of the
equipment comprising the Works (B) circumstances within the reasonable control of
the affected Party's contractors; and
(iii) epidemic, famine or plague;
(iv) radioactive contamination or ionizing radiation; and;
(v) any act, event or circumstance of a nature analogous to the foregoing.

"Direct Indian Political Event" comprises:

(i) GOI's, or any Governmental Instrumentality of India' s unreasonable delay, denial or
refusal to grant or renew, or any unreasonable revocation of any required Consent,
provided that such adverse governmental action or inaction did not result from the non-
compliance with any applicable law (other than laws of India resulting from Change in
Law) of which performance is adversely affected by the occurrence of such an event;
(ii) a Change in Law or change in interpretation of any law of India after the date of the
Contract adversely affecting the performance of the Contract by either Party;
(iii) any event or circumstance or a combination of the same of a nature analogous to
any of the foregoing.

"Indirect Political Events" comprising:

(i) act of war (whether declared or undeclared), sabotage, terrorism or act of a public
enemy (including the acts of any independent unit or individual engaged in activities in
furtherance of a program of irregular warfare), acts of belligerents or foreign enemies
(whether accorded diplomatic recognition or not), war, blockages, civil disturbance,
revolution, rebellion or insurrection, riot, exercise of military or usurped power, or any
attempt at usurpation of power;

4.7.3 Notice of Force Majeure; Procedure

As soon as possible following the date of occurrence of any Force Majeure Event, if
either Party desires to invoke such Force Majeure Event as a cause for delay in the
performance or non-performance of any obligation (other than the payment of
money) hereunder, it shall advise the other Party in writing of such date and the
nature and expected duration of Force Majeure Event. As soon as possible but no
later than seven (7) days (or longer as may be necessary in case of communication
breakdown) following the termination of such Force Majeure Event, the Party having
invoked such Force Majeure Event as a cause of such delay shall submit to the other
Party reasonable proof of the nature of such delay and its initial estimated effect
upon the time of performance. The Party having invoked such event of Force
Majeure as a cause of such delay shall inform the other Party about measures which
the affected Party is taking, or proposes to take, to alleviate the impact of such a
Force Majeure Event and the affected Party shall supplement the aforementioned
initial notice with more accurate information as soon as reasonably possible
thereafter.

For so long as any Party continues to claim to be affected by a Force Majeure Event,
it shall keep the other Party advised in writing of any significant developments
relating to such a Force Majeure Event, and such other information as the Owner
may reasonably request about the Contractor's claim.

4.7.4 Effect of Force Majeure.

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 (a) No failure or delay in performance under the Contract shall be deemed to be a
breach hereof to the extent such failure or delay is occasioned by or due to Force
Majeure Event. With respect to delay in performance, a Force Majeure Event shall excuse
such delay in performance on a day for day basis for a period of time equal to the
duration of the Force Majeure Event or the period needed to remedy its effects, to the
extent that such Force Majeure Event causes a delay in the Works.

(b) If the Contractor is prevented from performing its obligations under the Contract by
reason of a Force Majeure Event of which notice has been given under Sub-Clause 4.7.3,
and suffers delay by reason of such Force Majeure, the Contractor shall be entitled to
an extension of time for any such delay, if the Completion is or will be delayed, in
accordance with Clause no.4.9 entitled “Extension of Time for Completion”.

(c) The Parties shall use their best efforts:

(i) to prevent and reduce to a minimum and mitigate the effect of any delay
occasioned by any Force Majeure Event including recourse to alternate acceptable
sources of services, equipment and materials; and

(ii) to ensure resumption of normal performance of this Contract after the

termination of any Force Majeure Event and shall perform their obligations to the
maximum extent practicable agreed between the Parties.

A Force Majeure Event affecting a portion of the Works only shall not excuse the
Contractor's failure to timely complete the unaffected portions of the Works.

4.7.5 Termination for reasons due to extended Force Majeure

(a) If the performance of the Contract is substantially prevented, hindered or delayed for
a single period of more than seventy (70) days or an aggregate period of more than
one hundred and forty (140) days or any such extended period as may be
agreed to between the parties on account of one or more Force Majeure Events 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.

(b) In the event of termination pursuant to para (a) above, the rights and obligations
of the Owner and the Contractor shall be as specified hereunder:
(i) The Contractor shall be paid at contract rates for the work already executed by him
(ii) The Owner shall have an option to take over the Contractor’s facilities/materials or
any part thereof brought to site by the Contractor, at such rates as are
determined reasonable by the Engineer-in-Charge.
(iii) In the event of any disagreement of the parties relating to matters at Para (b)
above, the dispute shall be settled in accordance with Clause no .........
entitled “Settlement of Disputes”.

4.8 EXTENSION OF TIME

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4.8.1 The Time for Completion specified shall be extended if the Contractor is delayed or
impeded in the performance of any of the obligations under the Contract by reason of
any of the following:

a) Any occurrence of Force majeure as provided in Clause 4.7 entitled ‘Force

Majeure’, or
b) Variations as provided in Sub-Clause __________, or
c) Any default or breach of the Contract by the Owner, or delay on the part of other
contractors engaged by the Owner in executing work, not forming part of this Contract,
or
d) any suspension order given by the Owner under Sub-Clauses _________, or
e) Any other sufficient cause which, in the opinion of the Engineer-in- Charge, is
beyond the Contractor’s reasonable control and such cause is not a result of any factor
attributable to the Contractor; 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
Contactor.

4.8.2 Within 10 days of the occurrence of such event or circumstance specified in sub-clause
no.4.8.1; which, in the opinion of the Contractor, is likely to lead to delay in the
commencement or completion of any particular work(s) or operation(s) or the entire
Works and is such as would entitle the Contractor to an extension of the time in the
Approved Progress Schedule(s), the Contractor shall inform Engineer-in-Charge in
writing of the occurrence such event or circumstance and the date of commencement of
such occurrence.

4.8.3 Within 10 days of such notice, if the Contractor is of opinion that an extension of the
time specified in the Approved Progress Schedule relative to particular operation(s) or
item(s) or work or the entire Works is necessary, the Contractor shall make a written
request to the Engineer-in-Charge for extension of the relevant time specified in the
Approved Progress Schedule and the Engineer-in-Charge may at any time prior to
Completion of the work extend the relevant time of completion in the Approved Progress
Schedule for such period(s) as he considers necessary, if he is of opinion that such act,
event or circumstances constitutes a ground for extension of time in terms of the
Contract and that such act, event or circumstances has in fact resulted in
insurmountable delay to the Contractor.

4.8.4 The application for extension of time made by the Contractor to the Engineer-in-Charge
should contain full details of -
(a) The notice under Clause 4.8.2 with a copy each of the notice sent to the
Engineer-in- Charge,
(b) The activity of the Approved Progress schedule affected,
(c) The bottleneck(s) or obstruction(s) perceived/experienced, and the reason(s)
therefor,
(d) Extension required/ necessitated on account of (c) above,
(e) Extension required /necessitated on account of reasons attributable to the
Owner,
(f) Extension required/ necessitated on account of Force Majeure reasons, and
(g) The total extension of time (if any) required/ necessitated for completion, taking
the above into account and after eliminating all overlaps

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4.8.5 The Engineer-in-Charge shall make a detailed examination of the Contractor’s
application and shall proceed under sub-clause ___________ to agree or
determine.

4.8.6 The Contractor shall at all times use his reasonable efforts to minimise any delay in the
performance of his obligations under the Contract.

4.8.7 If any delay by the Owner in performing its obligations under the Contract has resulted
in any unavoidable delay in the performance of any activity by the Contractor leading to
an increase in the Cost to the Contractor, the Contractor shall be eligible to claim
demonstrable and reasonable Costs supported by full details of such increased Costs
incurred by him with all documentary evidence. The Owner shall examine the justification
for such a request for claim and if satisfied, the extent of compensation shall be mutually
agreed depending upon the circumstances at the time of such an occurrence.

4.9 PRICE ADJUSTMENT FOR DELAY IN COMPLETION:

4.9.1 The Contract Price payable shall be subject to adjustment by way of discount as
hereinafter specified, if the Sections, parts, groups or the complete Works is completed
on dates subsequent to their respective dates of completion as specified in the Approved
Progress Schedule/ Contract.

4.9.2 If Completion of the Works is not achieved by the corresponding dates of completion of
the Works specified in the Approved Progress Schedule/ Contract ( hereinafter referred
to as the "Starting Date For Discount Calculation"), the Owner shall be entitled to
adjustment by way of discount in the Contract Price in a sum equivalent to the percent
of the total contract value as specified below:

4.9.3 The Starting Date For Discount Calculation shall be subject to revision upon extension
of the date for Completion of the Works in accordance with Clause 4.8 with a view that
upon any such extension there shall be an equivalent extension in the Starting Date For
Discount Calculation under Clause 4.9.2 hereof.

4.9.4 It is specifically acknowledged that the provisions of Clause 4.9.2 constitute purely a
provision for price adjustment and/or fixation and are not to be understood or construed
as a provision for liquidated damages or penalty under Section 74 of the Indian Contract
Act or otherwise.

4.9.5 Nothing in Clause 4.9 above shall prevent the Owner from exercising its right of
termination of Contract under Clause _________ hereof and associated clauses there
under, and Owner shall be entitled, in the event of exercising its said right of termination
after the last date for Completion of the Works as stipulated in the Approved Progress
Schedule without prejudice to any other right or remedy available to the Owner, to
discount as aforesaid in the Contract Price in addition to any amount as may be due
consequent to a termination under Clause _______ hereof and associated clauses there
under.

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Page 49 of 150
 SECTION V

PERFORMANCE OF WORK

5.0 EXECUTION OF WORK:

All the Works shall be executed in strict conformity with the provisions of the Contract
Documents and with such explanatory detailed Drawings, Specifications and Instructions as may
be furnished from time to time to the Contractor by the Engineer-in-Charge, whether mentioned
in the Contract, or not. The Contractor shall be responsible for ensuring that Works throughout
are executed in the most substantial, proper and workman like manner with the quality of
material and workmanship in strict accordance with the Specifications.

5.1 CO-ORDINATION AND INSPECTION OF WORK:

The co-ordination and inspection of the day-to-day work under the Contract shall be the
responsibility of the Engineer-in-Charge. All instructions regarding any particular work will
normally be passed by the Engineer-in-Charge or his authorised representative in writing. In
case any verbal instruction is given at site, same shall be confirmed by written communication
subsequently. Alternatively, Contractor shall communicate to Engineer-in-Charge in writing the
verbal instruction received by him.

5.2 CO-ORDINATION WITH OTHER CONTRACTORS

The Contractor acknowledges that the Owner will have other works, including works at the Site
or adjacent thereto, carried out by other contractors employed by the Owner concurrently with
the Works and that it is of paramount importance that all works thereon are fully and completely
coordinated in view of their concurrent and sequential nature. The Owner shall provide to the
Contractor at least 14 (fourteen) days' prior notice of the commencement of works to be done
by other contractors. The Contractor shall liaise with and cooperate fully with these other
contractors for the construction, commissioning and testing of the Facility so as to facilitate the
coordination by the Engineer with such contractors. The Contractor shall, to the extent the
Contractor's schedule is not adversely impacted, provide to the Engineer-in-Charge for the
purpose of coordinating with the other contractors at least 30 (thirty) days prior notice of the
commencement of commissioning and agvalidation work. The Contractor shall cooperate fully
with the other contractors and the Owner in all such aspects.

5.3 WORK ON SUNDAYS AND HOLIDAYS:

For carrying out WORK on Sundays and Holidays, The Contractor will approach the Engineer-
in-Charge or his representative at least two (2) days in advance and obtain permission in writing.

5.4 GENERAL CONDITIONS FOR CONSTRUCTION AND ERECTION WORK:

5.4.1 Contractor should appraise himself of all the conditions prevailing in Refinery, Marketing
Terminals and other sensitive location and the restrictions placed on movement of personnel
and equipment, types of equipment and tools permitted, working methods allowed etc. in the
light of security and safety regulations operative in the area. The safety regulations to be
compiled with by the Contractor are given in this document. No idle time wages or compensation
for temporary stoppage of work or restrictions would be paid and the rate quoted for various
items of work should cover the cost of such contingencies and eventualities. Special care shall
be taken by Contractor in transportation, storage, working on equipment and other construction
activities to protect the existing features and prevent damage to any facilities. Necessary

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 protective structures, barricades have to be erected at various places as directed by Engineer-
in- Charge. No extra payment for such protective work shall be made unless specially provided
in the schedule of rates.

5.4.2 The working time is forty-eight (48) hours per week. Overtime work is permitted in cases of
need and the Owner will not compensate the same. Shift working at two (2) or three (3) shifts
per day, if necessary and the Contractor should take this aspect into consideration for
formulating his rates for quotation. No extra claims will be entertained by the Owner on this
account.

For carrying out work beyond working hours the Contractor will approach the Engineer-
In-Charge or his authorized representative and obtain the prior written permission.

5.4.4 The Contractor shall submit to the Owner reports at regular intervals regarding the state and
progress of Works. The details and proforma of the report will mutually be agreed after the
award of Contract. The Contractor shall provide display boards showing progress and labour
strength at work site, as directed by the Engineer-In-Charge.

5.5 PLANS, DRAWINGS, SPECIFICATIONS AND APPROVALS TO BE FURNISHED BY THE

OWNER

5.5.1 Plan(s) and drawing(s) and other information forming part of the Tender Documents shall
constitute only a general guidance to enable the Contractor to visualize the work and/or supplies
contemplated under the Contract. These have been prepared and released in good faith on the
basis of information available to the Owner. The Owner assumes no responsibility as to the
correctness thereof, and the Contractor is expected prior to tendering to have undertaken a
complete and independent survey and to have made his own study of all factors relevant to the
performance of the work or making the supplies.

5.5.2 Detailed working plan(s), other design(s), drawing(s), specification(s) and approval(s) required
to be furnished by the Owner for the actual execution of the work shall be furnished from time
to time as and when required during the execution of the work. For this purpose; if required,
Contractor shall seek and Owner/Engineer-In-Charge shall submit a tentative programme
(which will be updated from time to time) showing the expected date of release of such plan(s),
other design(s), drawing(s), specification(s) and other deliverables.

5.5.3 It shall be the exclusive responsibility of the Contractor to call upon the Engineer in-charge (in
respect of approvals to be furnished by the Owner) for and to pursue and obtain from the
Engineer-in-Charge any plan(s), drawings(s), specification(s) or approval(s) required to be
furnished to the Contractor under the Contract for the proper execution of the work or any
particular item or job therein or the making of any supply, as the case may be, as and when
required, sufficiently in advance of the stage of delivery of the materials or of the
commencement or progress of the work for the performance or continuance of which the same
shall be required.

5.5.4 The Contractor shall carefully study the plans/drawings furnished to him, in conjunction with all
other connected plans/drawings and other Contract documents and shall bring to the notice of
the Engineer-in-Charge for clarification/correction any ambiguity, error, discrepancy,
contradiction or omission therein prior to the execution of the related Works or undertaking the
related supply (ies) as the case may be.

5.5.4 Copies of all detailed working Drawings relating to Works shall be kept at the Contractor's office
of the Site and shall be made available to the Engineer-in-Charge at any time during the

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 Contract. The Drawings and other Documents issued by the Owner shall be returned to the
Owner on Completion of the Works or prior determination of the Contract.

5.6 PLANS, DESIGNS, DRAWINGS & SPECIFICATIONS TO BE FURNISHED BY THE

CONTRACTOR

5.6.1 Where the Contractor shall, within the scope of work, be required to prepare or furnish any
plan(s), drawing(s), design(s) or specifications in respect of the work or any particular work, the
Contractor shall furnish a schedule of submission of his deliverables (“Schedule of Submission
of Deliverables”) for approval of Engineer-In-Charge. The date of submission of deliverables
shall match with the Approved Progress Schedule and shall be so planned that at any point of
time, the progress of work is not hindered on account of non-availability of approved plan(s),
drawing(s), design(s) or specifications. Notwithstanding any approval of schedule of
deliverables by the Engineer-In-Charge, the Contractor shall be solely be responsible in case of
any delay in execution of work on account of non-availability of such deliverables.

Where there is any ambiguity, discrepancy or conflict within the proposal submitted by the
Contractor, the Contractor shall inform the Engineer-in-Chargein writing of its proposed
amendment to remove the discrepancy and the Engineer-In-Charge. shall resolve such
ambiguity, discrepancy or conflict or otherwise may accept the Contractor's proposed
amendment and the Contractor shall be obliged to comply with the decision or acceptance by
the Engineer-In-Charge. without any Cost to the Owner nor any delay to the Completion of the
Works.

5.6.2 (a) The Contractor shall design the Works and prepare the Contractor’s Documents in accordance
with the Contract, Specifications and Contract Documents. The Contractor shall submit to the
Engineer-in-Charge for approval :

(i) in good time as per the Schedule of Submission of Deliverables such Contractor’s Documents
as may be needed for approval;
(ii) during the progress of the Works within such reasonable times as the Engineer-in-Charge
may require such drawings of the general arrangement and details of the Works as may be
specified in the Contract or as the Engineer-in-Charge may reasonably require.

(b) The Engineer-in-Charge shall be entitled at any time to suggest any amendment(s) /
modification(s) in the plans, designs, drawings or specifications and the Contractor shall
thereupon either convince the Owner of such amendment/ modification being unnecessary in
whole or in part or shall implement the same and shall cause the plans, drawings, designs or
specifications to be accordingly amended, provided that no such amendment / modification
suggested by the Owner or any approval of amendments or modifications in the plans, drawings,
designs or specifications by the Owner shall anyway absolve the Contractor of any of his
obligations, responsibilities or liabilities under the Contract inclusive of and relative to the utility
and suitability of the Contractor's plans, drawings, designs or Specifications for the related
work(s) and the fulfilment of all Specifications and performance guarantees of the consequent
works, any such approval being intended only to satisfy the Owner of the prima facie suitability
of plan, drawing, design or Specification and any such suggestion by the Owner as aforesaid or
otherwise being intended only by way of suggestion to the Contractor to meet the contractual
requirements, without any attendant liability upon the Owner.

(c) Upon submission of Contractor’s Documents, the Engineer-in-Charge shall signify its approval
or disapproval thereof. If it fails to do so within 21 (twenty one) Days of its receipt thereof (or
such extended period), the Contractor’s Documents, shall be deemed to have been approved
(Approval in Code 2) unless the Engineer-in-Charge notifies the Contractor that it will require
additional time to make its decision or comment on the Contractor’s Documents,, in which case,

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 the Engineer-in-Charge shall be entitled to a further period of 7 (seven) days or any other
mutually agreed preriod from the date of such notification to decide and comment on the
Contractor’s Documents,

(d) Approved drawings, samples and models shall be signed or otherwise identified by the
Engineer-in-Charge.

(e) Contractor’s Documents, which the Engineer-in-Charge disapproves shall be modified to

comply with its comments and requirements and re-submitted for its approval without delay
which in any event shall be no later than 7 (seven) days from the Contractor's receipt of the
Engineer-In-Charge’s comments and requirements. The provisions of Clause 5.6.2(b) shall apply
in relation to the re-submission of such modified Design Documentation.

5.6.3 The Contractor shall not cause any work to be done or any installation, material or equipment
to be supplied or fabricated or erected at variance with plans, drawings, designs or specifications
approved by the Owner and / or amended or modified as aforesaid.

5.6.4 Timely submission / review/ approval of plan(s), drawing(s), design(s) or specifications is critical
obligation on the part of both Owner and Contractor. The protocol of these activities with
definite time frame will be specified in Tender Document or finalized after the Effective Date.

5.6.5 The Contractor shall assume all liabilities and responsibilities for the design in respect of the
Works, in particular the functional adequacy, compliance with all relevant statutory and
authorities' requirements, structural integrity and safety and any defect or inadequacy in the
design. No (i) failure to notify the Contractor that any of the Contractor’s Documents is not
acceptable; (ii) examination or lack of examination of the Contractor’s Documents; and/or
(iii) comment, opinion or approval expressed in respect of the Contractor’s Documents or
otherwise in respect of the Works or lack of comment, opinion or approval in regard thereto,
by the Engineer-in-Charge, the Owner or its consultants, shall in any respect relieve or absolve
the Contractor from any obligations or liability under or in connection with this Contract nor shall
the Engineer-in-Charge,, the Owner or its consultants be liable to the Contractor in any way for
any such failure, examination, comment, opinion or approval.

5.6.6 Notwithstanding the provisions of Clause 5.6.5, the Contractor shall not be responsible for any
such errors, omissions or discrepancies as referred to therein to the extent these are due to
incorrect drawings, patterns, models or written information supplied by the Owner or the
Engineer-in-Charge and according to which the Contractor is instructed specifically in writing by
the Owner or the Engineer-in-Charge to design the Works including the Owner design
criteria. The Owner shall at its own expense promptly carry out any alterations or remedial work
to the extent necessitated by such errors, omissions or discrepancies for which it or the Engineer-
in-Charge are responsible or at the Owner option pay the Contractor the Cost incurred by the
Contractor in carrying out in accordance with the Engineer-in-Charge's instructions any such
alterations or remedial work to the extent so necessitated. Nothing herein shall be construed
to affect or relieve the obligation on the part of the Contractor to advise the Engineer-in-Charge
and the Owner of any errors or design or construction impracticabilities arising from any
drawings, patterns, models, information or instructions issued by the Engineer-in-Charge or the
Owner.

5.7 RELEASE OF WORK FRONT/ JOB SITE AND SETTING OUT WORK

5.7.1 The work front/job site required by the Contractor for the performance of the works shall be
handed over by the Owner to the Contractor sequentially in the stages meeting the Contractor’s
requirements for the works with a view that the Contractor shall so plan his works as to perform
and achieve Completion in a sequential manner without starting all the works at the same time.

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5.7.2 As set out in clause ______, within 10 (Ten) days from the Effective date, the Contractor shall
submit a Progress Schedule and finalize in consultation with the Engineer-in-Charge within
another period of ten(10) days. As a part of the Approved Progress Schedule, a programme
(“Front Release Programme”) showing sequential requirements of the work front/Job Site taking
into account other works concurrently being undertaken by the Owner at and about the same
job site and/or on which the performance or Completion of the Contractor’s performance
depends shall also be finalized.

5.7.3 In the event that the Owner , for any reason(s) not attributable to the Contractor is unable to
hand over to the Contractor, the relative work front/job site on the planned date of release
thereof as specified in the Front Release Programme as a result of which the Contractor is
prevented from continuing with the work, the Contractor shall give written notice thereof to the
Engineer-in-Charge and the Owner, specifying the particular work front/job site with reference
to which the default has occurred and specifying that the notice is being given under this Clause,
and if the work front/job site is not thereafter sufficiently made available to the Contractor
within 10 (ten) days from the receipt of such notice and the Contractor cannot commence or
progress with the work, the provisions of clause _______ hereof with regard to extension of
time shall apply..

5.7.4 The Engineer-in-Charge shall furnish the Contractor with only the four (4) corners of the SITE
and a level Bench Mark and the Contractor shall set out the Works and shall be solely responsible
for the accuracy of such setting out.

5.7.5 The Contractor shall provide, fix and be responsible for the maintenance of all Stakes, Template,
Level Marks, Profiles, and other similar things and shall take all necessary precautions to prevent
their removal or disturbance and shall be responsible for the consequence of such removal or
disturbance should the same takes place and in such case, shall be responsible for their efficient
and timely reinstatement. The Contractor shall also be responsible for the maintenance of all
existing Survey Marks, Boundary Marks, Distance Marks and Centre Line Marks, either existing
or supplied and fixed by the Contractor. The Works shall be set out to the satisfaction of the
Engineer-in-Charge. The approval thereof or joining with the Contractor by the Engineer-in-
Charge in setting out the Works shall not relieve the Contractor of any of his responsibilities.

5.7.6 Before beginning the Works, the Contractor shall at his own cost, provide all necessary reference
and level posts, bamboos, flags, ranging rods, strings and other materials for proper layout of
the Works in accordance with the scheme for bearing marks acceptable to the Engineer-in-
Charge. The centre, longitudinal or face lines and cross lines shall be marked by means of small
masonry pillars. Each pillar shall have distinct marks at the centre to enable theodolite to be
set over it. No work shall be started until all these points are checked and approved by the
Engineer-in-Charge in writing but such approval shall not relieve the Contractor of any of his
responsibilities. The Contractor shall also provide all labour, material and other facilities, as
necessary, for the proper checking of layout and inspection of the points during construction.

5.7.7 Pillars bearing geodetic marks located at the Site of work under construction should be protected
and fenced by the Contractor.

5.7.8 On Completion of Works, the Contractor must submit the geodetic documents according to
which the Works was carried out.

5.7.9 The Contractor shall be entirely and exclusively responsible for the horizontal and vertical
alignment, the levels and correctness of every part of Works and shall rectify effectually any
errors or imperfections therein. Such rectification shall be carried out by Contractor at his own
cost, when instructions are issued by the Engineer-in-Charge

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5.7.10 The Contractor shall make available to the Engineer-in-Charge free of cost all necessary
Instruments and assistance in checking of setting out for Works and in the checking of any
Works made by Contractor for the purpose of setting out and taking measurement of Works.

5.8 CONTRACTOR’S RESPONSIBILITY:

5.8.1 Notwithstanding anything to the contrary in the Contract Documents express or implied, the
Contractor shall be and remain at all times exclusively responsible to provide all material, labour,
equipment, machinery, facilities, utilities and consumables and temporary works and other items
and things whatsoever required for or in connection with the Works, including, but not limited
to those indicated by expression or implication in the Job Description, Schedule of Rates, the
Specification, Plans, Drawings, and/or other Contract Documents or howsoever otherwise as
shall or may from time to time and at any time be necessary for or in connection with the Works,
either for incorporation in or within the Permanent Works or in or relative to the execution and
performance of the Works.

5.9 CONTRACTOR’S RESPONSIBILITY TO CO-OPERATE :

5.9.1 The Contractor shall, as specified in the Contract Documents or as instructed by the Engineer-
in-Charge, co-operate with and allow appropriate opportunities for carrying out work by: (a)
the Owner’s personnel; (b) any other contractors employed by the Owner; (c) and the
personnel of any legally constituted public authorities and private utility companies, who may
be employed in the carrying out, on or near the Site, of any other work not included in the
Contract. Such appropriate opportunities may include the use of Construction Equipment,
Temporary Works, access arrangements which are the responsibility of the Contractor, and/or
other Contractor’s facilities or services on the Site. The Contractor shall in particular consult,
liaise, co-operate and work in harmony with those responsible for carrying out such other works
in connection with the Works, including the preparation of joint programmes, method
statements, co-ordination drawings and specifications. No claim shall be entertained due to
Work being executed in the above circumstances.

5.10 CONTRACTOR’S RESPONSIBILITY TO COMPLY WITH LAW

5.10.1 The Contractor shall conform in all respects with the provisions of statutory regulations,
ordinances or bylaws of any local or duly constituted authorities or public bodies which may be
applicable from time to time to the WORK or any temporary works. The Contractor shall keep
the Owner indemnified against all penalties and liabilities of every kind, arising out of non-
adherence to such statutes ordinances, laws, rules, regulations etc.

5.11 RIGHTS OF VARIOUS INTERESTS:

a) The Owner reserves the right to distribute the Works between more than one Contractor.
The Contractor shall co-operate and afford other contractors reasonable opportunity for
access to the Works for the carriage and storage of materials and execution of their Work.

b) Wherever the Work being done by any department of the Owner or by other Contractors
employed by the Owner is contingent upon work covered by this Contract, the respective
rights of the various interests involved shall be determined by the Engineer-in-Charge to
secure the Completion of the various portions of the Works in general harmony.

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5.12 SUB-LETTING OF WORK:

5.12.1 After the award of the Contract, the Contractor shall not subcontract the Works/ any part of the
Works without the prior written consent of the Engineer-in-Charge. Any such consent shall not
relieve the Contractor from any liability or obligation under the Contract and he shall be
responsible for the acts, defaults and neglects of any Sub-Contractor, his agents, servants or
workmen as fully as if they were the acts, defaults or neglects of the Contractor, his agents,
servants or workmen.

Provided that the Contractor shall not be required to obtain such consent for:
a) the provision of labour,
b) the purchase of materials which are in accordance with the standards specified in the
Contract, or
c) the subcontracting of any part of the Works for which the sub-Contractor is named in the
Contract

5.12.2 In the event of the Contractor proposing a Sub-Contractor for any part of the Works after
the award of the Contract, he shall be required to take approval from the Engineer-in-Charge.
However such Sub-Contractor shall not be in holiday list of Owner. If the Engineer-in-Charge
approves of the same, he shall stipulate qualifying requirements for the Sub-Contractors to
perform the specified part of Works. The Contractor will then submit the requisite credentials
of the agency (ies) he proposes to engage. The details so furnished by the Contractor shall be
reviewed by the Owner. In case the agency(ies) proposed by the Contractor for the
subcontracting are not considered acceptable, the Contractor will be required to furnish
credentials of alternate agency(ies) for approval of Engineer-in-Charge. Based on the review
and assessment, the agency(ies) shall be either approved or rejected by the Engineer-in-Charge
within twenty-one (21) days of furnishing of credentials by the Contractor.

5.12.3 Where a list of approved agencies for a sub-contracting work is provided in the Contract, the
Contractor shall inform the name of the Sub-Contractor selected by him within a period as
agreed with the Engineer-in-Charge, however not later than twenty-eight (28) days of the date
of such selection.

5.12.4 At the commencement of every month the Contractor shall furnish to the Engineer-in-Charge
list of all Sub- Contractors or other persons or firms engaged by the Contractor for working at
the Site during the previous month with particulars of the general nature of the subcontract or
Works.

5.12.5 Notwithstanding any sub-letting with such approval as aforesaid and notwithstanding that the
Engineer-in-Charge shall have received copies of any Sub-Contracts, the Contractor shall be and
shall remain solely responsible for the quality and proper and expeditious execution of the Works
and the performance of all the conditions of the Contract in all respects as if such sub-letting or
sub-contracting had not taken place, and as if such Works had been done directly by the
Contractor.

5.12.6 If any Sub-Contractor engaged upon the Works at the Site executes any Work which in the
opinion of the Engineer-in-Charge is not in accordance with the Contract Documents, the Owner
may by written notice to the Contractor request him to terminate such contract and the
Contractor upon the receipt of such notice shall terminate such Sub-Contract and dismiss the
Sub-Contractors and the latter shall forthwith leave the Site failing which the Owner shall have
the right to remove such Sub-Contractors from the Site. Any action taken by the Owner
under this clause shall not relieve the Contractor of any of his liabilities under the Contract or
give rise to any right to compensation, extension of time or otherwise,

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5.12.7 Following scope of jobs shall not be allowed to be sub-let and shall be retained with the
Contractor in all cases:
a) Safety compliance with all jobs.
b) Planning and scheduling activities.
c) Quality assurance and quality control activities.
d) Resource mobilization including critical machinery.
e) All statutory provisions

5.12.8 The Contractor shall not sub-contract all or substantially whole of the Works. (Decision of
Engineer-in-Charge in respect of the substantiality of the work proposed to be subcontracted
shall be final).

5.12.9 Sub-Contractor’s performance shall also be reported separately along with overall progress
status to identify progress and constraint, and concerned In-Charge of Sub-Contractor may
also be called for Periodic and Monthly review meeting taken by Owner.

5.12.10Owner shall not allow any work of Sub-Contractor to be further sub contracted

5.13 MATERIAL TO BE SUPPLIED BY CONTRACTOR:

5.13.1 Unless otherwise specified by the Owner, the Contractor shall procure and provide the whole of
the equipment and materials required for the Works including consumables, tools, tackles for
the Completion and maintenance of the work except the equipment and materials which will be
issued by Owner (as specified in the Special Conditions of Contract or elsewhere in tender) and
shall make his own arrangement for procuring such materials and for the transport thereof. The
Owner may give necessary recommendation to the respective authority if so desired by the
Contractor but assumes no further responsibility of any nature.

5.13.2 All materials to be provided by the Contractor shall be in conformity with the specifications laid
down in the Contract and the Contractor shall, if requested by the Engineer-in-Charge, furnish
proof to the satisfaction of Engineer-in-Charge that the materials so comply. If name of
manufacturers or make for materials is specified in the Contract, Contractor shall procure
materials from the same manufactures. Notwithstanding anything stated above, all major
materials should be procured from the Owner's approved list of manufacturer as specified in
Special Conditions of Contract or elsewhere in tender. The Engineer- In- Charge may, at his
discretion, ask for samples and test certificates for any batch of any material procured.

5.13.3 The Contractor shall properly store, if necessary in covered warehouse, all materials either
issued to him/ brought by him to the Site to prevent damages due to rain, wind, direct exposure
to sun, etc. as also from theft, pilferage etc. for proper and speedy execution of the Works. The
Contractor shall maintain sufficient stocks of all materials required by him

5.13.4 Any materials brought to the Site shall not be removed off the Site without the prior written
approval of the Engineer-in-Charge. But whenever the Works are finally completed and advance,
if any, in respect of any such material is fully recovered, the Contractor shall at his own expense
forthwith remove from the Site all surplus material originally supplied by him.

5.13.5 Notwithstanding that any area(s) or source(s) has/have been allotted or suggested by the
Owner to the Contractor from which any materials for incorporation in the Works can be
obtained, the Contractor shall independently satisfy himself of the suitability, accessibility and

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 sufficiency of the source(s) of supply suggested or allocated by the Owner and suitability of
materials available from such source(s), with the intent that any allotment or suggestion as
aforesaid shall not anywise relieve the Contractor of his full liability in respect of the suitability
and quality of material(s) there from and incorporate the same within the Permanent Works
entirely at his own risks and costs in all respects, with the intent that any such allocation or
suggestion by the Owner shall only be by way of assistance to the Contractor and shall not
entail any legal or financial responsibility or liability upon the Owner.

5.14 MATERIAL AND EQUIPMENT SUPPLIED BY THE OWNER

5.14.1 MATERIALS AND EQUIPMENT TO BE ISSUED BY THE OWNER FREE OF COST:

Owner, if so stipulated in Special Conditions of Contract, may issue cement, reinforcement

steel and structural steel or any other materials and equipment to the Contractor free of cost
for incorporation in the Works as per the terms and conditions specified in the Special
Conditions of Contract or elsewhere in the Contract Documents.

5.14.2 MATERIALS AND EQUIPMENT TO BE ISSUED BY THE OWNER ON CHARGEABLE BASIS:

If after the award of the Contract, the Contractor desires the Owner to issue/supply any
other materials, for the purposes of the execution of Works, such materials may be issued
by the Owner, if available, at rates and terms and conditions to be fixed by the Engineer-in-
Charge/specified by Contract. The Owner reserves the right not to issue any such materials/
equipment. The non-issue of such materials/equipment will not entitle the Contractor for any
compensation whatsoever either in time or in cost.

5.14.3 GENERAL:

(a) Materials/ Equipment specified as to be issued by Owner will be supplied to Contractor

by Owner from his stores. It shall be the responsibility of Contractor to take delivery of
the materials/ equipment and arrange for its loading, transport and unloading at Site at
his own cost. The materials/ equipment shall be issued between the working hours and
as per the rules of Owner as framed from time to time.

(b) The Contractor shall bear all incidental charges for the storage and safe custody of
materials/ equipment at Site after these have been issued to him.

(c) Materials specified as to be issued by Owner shall be issued in standard sizes as obtained
from the Manufacturers

(d) The Contractor shall construct suitable warehouse at Site for storing the materials/
equipment safe against damage by rain, dampness, fire, theft etc. He shall also employ
necessary watch and ward establishment for the purpose.

(e) It shall be the duty of Contractor to inspect the materials/ equipment supplied to him at
the time of taking delivery and satisfy himself that they are in good condition. After the
materials/ equipment have been delivered by Owner, it shall be the responsibility of
Contractor to keep them in good condition and if the materials/ equipment are damaged
or lost, at any time, they shall be repaired and / or replaced by him at his own cost
according to the directions of the Engineer-in-Charge.

(f) The Contractor shall on receiving and opening the packing cases or other packaging of
equipment and material on behalf of the Owner, verify and tally the actual contents with

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 the packing list and bring any discrepancies to the notice of the Engineer-in-charge. The
Contractor shall also sort out and segregate and hand over to the Owner's stores, the
Instruction Manuals, Operation and Maintenance Manuals, Special Maintenance Tools,
Erection Spares, Commissioning Spares, and Maintenance Spares and other extras, if
received with the main equipment. The erection spares may be got issued from the
Owner's stores if required, after getting authorization from the Engineer-in-charge. The
commissioning spares may be got issued from the Owner's Stores, if Commissioning is
included in the Contractor's scope.

(g) The equipment and/or material(s) supplied or procured by the Owner shall be utilized by
the Contractor only for incorporation in the Permanent Works and even so shall not
(unless specifically authorized by the Owner in this behalf) be utilized for manufacturing
any item(s) which can be obtained in finished form from standard manufactures.

(h) The Contractor shall, if desired by the Engineer-in-Charge, be required to execute an

indemnity bond in the prescribed form, for safe custody and accounting of all materials
issued by Owner.

(i) The Contractor shall furnish to the Engineer-in-Charge sufficiently in advance a detailed
statement showing his requirement of the types and quantities of equipment and
materials agreed to be supplied by the Owner, indication of the time when specific types
and quantities thereof shall be required by him for the Works so as to enable the Owner
to verify the quantities of materials specified by the Contractor and to enable the Owner
to make arrangements for the supply thereof.

(j) The Contractor shall maintain a day to day account of all equipment and materials
supplied to him by the Owner indicating the daily receipt(s), consumption and balance(s)
in hand of each material and category thereof. Such account shall be maintained in such
form (if any) as shall be prescribed by the Engineer-in-Charge and shall be supported by
all documents viz., requisitions, issues etc. necessary to verify the correctness of the
entries in the account. Such account shall be maintained at the Contractor's office at the
site, and shall be open for inspection and verification (by verification of documents in
support of the entry as also by physical verification of the stocks) at all times by the
Engineer-in-charge without notice, and for the purpose the Engineer-in-Charge shall be
permitted and enabled without obstruction to enter into any godown or other place or
premises where the equipment or materials or any part thereof shall be stored and to
inspect the same and to take by himself and/or through his representative(s) an inventory
thereof.

(k) Contractor should see that only the required quantities of materials are got issued.
Contractor shall not be entitled to cartage (CARRIAGE CHARGES) and incidental charges
for returning the surplus materials, if any, to the stores where from they were issued or
to the place as directed by the Engineer-in-Charge.

(l) Materials/Equipment supplied by Owner shall be held by Contractor as trustee and shall
not be utilised for other purpose (s) than issued for.

(m)Unless otherwise specified in the Special Condtions of Contract, the Contractor shall be
required to take out at his own cost and initiative and keep in force at all times during
the pendency of the contractual work, policy (ies) of insurance against the risks of fire,
lightning, flood, inundation and theft and against any other damage or loss, for the full
value of the Owner supplied materials lying in the Contractor's custody and/or storage
pending utilization/ incorporation in the Works and during erection/incorporation in the

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 Works. The insurance shall be kept valid till the Completion of the Works and till the
materials are duly accounted for to the satisfaction of the Owner.

(n) The Contractor shall use the equipment and materials supplied by the Owner for
incorporation in the Permanent Works, carefully and judiciously with no wastage or the
minimum possible wastage, wherever some wastage is inevitable or unavoidable, in any
case within the wastage limit, if any, specified by the Owner in respect of any such
materials. For any excess wastage or scrap, due to misuse or injudicious, careless or
wrong use of Owner supplied materials, or in case of loss, damage or deterioration of the
materials during storage with the Contractor, as to all of which the decision of the
Engineer-in-charge shall be final and binding on the Contractor, the Contractor shall be
bound to replace the material of equivalent quantity and grade, acceptable to the Owner
within the time limit specified by the Owner, and where this is not possible, practicable
or advisable, in the opinion of the Owner, which shall be final and binding on the
Contractor, the Owner shall be compensated by the Contractor for the loss caused, for
the replacement costs, which shall be worked out by the Owner based on the assessed
landed cost plus the costs of procurement at 15% (fifteen percent) of the assessed landed
costs for the Owner. This amount shall forthwith be remitted by the Contractor within a
week of demand made by the Owner, failing which the Owner shall be entitled to recover
/ adjust the amount demanded from any money (ies) due from the Owner to the
Contractor and/or from any Security or any other deposits of the Contractor lying with
the Owner, under this and/or any other contract, without any further notice to the
Contractor.

5.15 MATERIAL PROCURED WITH ASSISTANCE OF OWNER, RETURN OF SURPLUS:

5.15.1 Notwithstanding anything contained to the contrary in any or all the clauses of this Contract
where any materials for the execution of Contract are procured with the assistance of Owner
either by issue from Owner's stock or purchases made under orders or permits or licences issued
by Government, Contractor shall hold the said materials as trustee for Owner and use such
materials economically and solely for the purpose of Contract and not dispose them of without
the permission of Owner and return, if required by the Engineer-in-Charge, all surplus or
unserviceable materials that may be left with him after the Completion of Contract or at its
termination for any reason whatsoever, on his being paid or credited such price as the Engineer-
in-Charge shall determine having due regard to the condition of the materials. The price allowed
to Contractor, however, shall not exceed the amount charged to him excluding the storage
charges, if any. The decision of the Engineer-in-Charge shall be final and conclusive in such
matters. In the event of breach of the aforesaid condition, Contractor shall, in terms of licences
or permits and/or for criminal breach of trust, be liable to compensate Owner at double rate or
any higher rate. In the event of those materials at that time having higher rate or not being
available in the market, then any other rate to be determined by the Engineer-in-Charge at his
discretion shall be final and conclusive.

5.16 DISCREPANCIES BETWEEN INSTRUCTIONS:

5.16.1 Should any discrepancy occur between the various instructions furnished to Contractor, his
agents or staff or any doubt arise as to the meaning of any such instructions or should there be
any misunderstanding between Contractor’s staff and the Engineer-in-Charge's staff, Contractor
shall refer the matter immediately in writing to the Engineer-in-Charge whose decision thereon
shall be final and conclusive. However, in case Contractor has already incurred any expenses
on account of following the instructions given to him which is subsequently changed, the
Contractor shall be suitably compensated.

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5.17 WORK IN MONSOON AND DEWATERING:

5.17.1 The execution of the work may entail working in the monsoon also. The Contractor must
maintain a minimum labor force as may be required for the job and plan and execute the
construction and erection according to the prescribe schedule. No extra rate will be considered
for such work in monsoon.

5.17.2 During the monsoon and other period, it shall be the responsibility of the Contractor to keep
the construction work site free from water at his own cost.

5.18 ACTION WHERE NO SPECIFICATION IS ISSUED:

5.18.1 In case of any class of Work for which there is no such Specification supplied by Owner as is
mentioned in the Tender Document such Work shall be carried out in accordance with Indian
Standard Specifications and if the Indian Standard Specifications do not cover the same the
Work should be carried out as per Standard Engineering Practice, subject to the approval of the
Engineer-in-Charge.

5.19 SAMPLES:

5.19.1 The Contractor shall furnish to the Engineer-in-Charge for approval when requested or if required
by the Specifications, adequate samples of all materials and finishes to be used in WORK. Such
samples shall be submitted before WORK is commenced and in ample time to permit tests and
examinations thereof. All materials furnished and finishing applied in WORK shall be fully equal
to the approved samples.

5.20 ACTION AND COMPENSATION IN CASE OF BAD WORK:

The Engineer-in-Charge shall be entitled to reject at any time any defective material, item or
component (including specially manufactured or fabricated items and components) supplied by
the Contractor for incorporation in the works, notwithstanding previous inspection and/or testing
thereof by or on behalf of the Owner without rejection and notwithstanding previous approval
thereto by or on behalf of the Owner (the decision of the Engineer-in-Charge as to any defect
as aforesaid being final and binding upon the Contractor), and upon such rejection, the
Contractor shall either perform such work or improvement thereon or in respect thereof, as shall
be necessary to bring the material item/component to the requisite standard, or shall, if so
required by the Engineer-in-Charge, remove the rejected material/item/component from the job
site within the time specified by the Engineer-in-Charge and replace it at his own cost and
expense (without additional remuneration or compensation in respect thereof) with
material(s)/item(s)/component(s) approved by the Engineer-in-Charge.

5.21 DEFECTS LIABILITY

5.21.1 Meaning of Defects Liability Period

In these Conditions the expression "Defects Liability Period" means the period commencing on
the date of Taking Over and ending on the date 12 (twelve) months or such other period as
may be pursuant to Clauses 5.21.3 and 5.21.4.

5.21.2 Making Good Defects

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 The Contractor shall be responsible for rectifying or making good by correction, repair or
replacement with all possible speed at its expense any error in, defect or damage to any part
of the Works or any other failure of the Works to comply with the Contract which may appear
or occur during the relevant Defects Liability Period and which arises either:

(a) from any defective materials, workmanship or design (other than a design made,
furnished, or specified by the Engineer and with which the Contractor has disagreed in writing
within a reasonable time after receipt of it); or
(b) from any act or omission of the Contractor its agents, employees or Sub-contractors If any
such defect shall appear or damage occur the Owner or the Engineer shall promptly on
becoming aware thereof inform the Contractor thereof stating in writing the nature of the
defect or damage.

The Owner shall permit the Contractor access to the Site and the Plant for the purposes of
rectifying or making good such defect or damage in accordance with a remedial program
prepared by the Owner in consultation with the operations and maintenance contractor and
agreed with the Contractor. The Contractor shall expedite the rectification and making good as
required by such remedial program at its own cost and shall comply with applicable safety,
environmental and security regulations during the performance of such work. Making good shall
include making good the equipment concerned on all units by modification, repair or
replacement regardless of whether they have previously been taken over or not and provision
of modified drawings and operation and maintenance manuals.

When the Contractor has completed to the satisfaction of the Engineer all such rectification
and making good as may be required in respect of any part of the Works and the relevant
Defects Liability Period has expired, the Engineer shall in respect of that part of the Works
issue a Defects Liability Certificate in the form and substance as set out in Appendix 21.

The aforementioned warranty obligations of the Contractor during the Defects Liability Period
under this Clause 36 do not extend to (i) any repairs, adjustments, alterations, replacements or
maintenance of materials that are required solely as a result of (a) normal wear and tear in the
operation of the Biodiesel Project or (b) the Owner's failure to operate and maintain the Biodiesel
Project in accordance with the operating and maintenance specifications set forth in the
Contractor's operation and maintenance manuals or (ii) any warranty obligation in respect of
items of equipment, materials or services supplied by the Owner or other contractors engaged
by the Owner.

5.21.3 Application to Works Made Good

The provisions of this Clause 36 shall apply to any portion of the Works which have been
previously made good, replaced or repaired under Clause 36.2 and the Defects Liability Period
for such portion of the Works shall be accordingly extended for a further period of twelve (12)
months after the date of completion of such making good, repair or replacement.

5.21.4 Extension of Defects Liability

The Defects Liability Period in respect of all or any portion of the Works (including the Defects
Liability Period applicable to all repairs and replacements under Clause 36.3) shall in addition
to the extension described in Clause 36.3 be extended by a period equal to the period during
which the Works (or that part thereof in which the defect or damage to which this Clause
applies has appeared or occurred) cannot be used by reason of any defect or damage.

5.21.5 Outer Limit of Defects Liability

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 Notwithstanding the provisions of Clause 36.3 and Clause 36.4, in no event shall the Defects
Liability Period with respect to the Biodiesel Project (or any component thereof) or any spare
or replacement part extend beyond the date that is 24 (twenty four) calendar months after
the date of Taking Over of the entire Biodiesel Project.

5.21.6 Delay in Remedying Defects

If any such error defect damage or failure be not remedied by the Contractor within 14
(fourteen) days from receipt of the notification thereof by the Owner or Engineer under
Clause 36.2, the Owner may proceed to do the work at the Contractor's expense provided that
it notifies the Contractor of its intention so to do. The cost reasonably incurred by the Owner
shall, without prejudice to any other method of recovery be deducted from the Contract Price
or be paid by the Contractor to the Owner forthwith on demand.

Provided, however, that if the Contractor demonstrates to the satisfaction of the Owner that
the Contractor has made best endeavours (such as placement of orders for replacement
materials and equipments in good time) to remedy the defects within the stipulated time and
any delay is for causes not entirely controllable by the Contractor (such as replacement
material and equipments are not generally available due to general shortage in the market for
such materials and equipment), then the Owner shall grant a reasonable extension of time to
remedy defects to the Contractor.

5.21.7 Removal of Defective Work

The Contractor may with the consent of the Owner remove from the Site any part of the Works
which is defective or damaged, if the nature of the defect or damage is such that repairs cannot
be expeditiously carried out on the Site.

5.21.8 Contractor to Search for Cause of Defect / Damage

The Contractor shall, if required by the Owner in writing, search for the cause of any defect or
damage at its own costs.

5.21.9 Latent Defects

Notwithstanding the completion of the Defects Liability Period, the Contractor shall be
responsible for expeditiously making good by repair or replacement at its option and at its cost
and expense any Latent Defect in the Project or any part thereof, which, appears before the
expiry of the Latent Defects Liability Period. Latent Defects shall mean any inherent defects in
design, workmanship or material which surface after the Defects Liability Period and which could
not be detected despite normal inspection during the Defects Liability Period by the Owner and
which may hinder or endanger the normal operation of the Project. For the purposes of this
Contract the term Latent Defects Liability Period shall mean the period commencing from the
date of Taking Over of the Project and ending on a date that is exactly 18 (eighteen) months
thereafter.

5.21.10 Liability for Defects

Save as expressly provided in Clauses 29, 36 and 43 neither the Contractor nor its
Subcontractors, their respective servants or agents shall be liable, whether in contract, in tort
(including but not limited to negligence) or by reason of breach of legal duty or otherwise, in
respect of defects in or damage to any part of the Works taken over under Clause 29.

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 Nothing in this Clause shall affect the liability of the Contractor under these Conditions in respect
of any part of the Works not yet taken over, or its liability for death or personal injury caused
by its wilful or negligent acts or omissions.

5.22 SUB-CONTRACTOR WARRANTIES

The Contractor shall obtain warranties and guarantees from its Subcontractors, suppliers and
the manufacturers with respect to the materials, workmanship and equipment which form a
part of the Works. Such warranties and guarantees shall be standard for the industry in all
material respects. The Contractor shall ensure that all such warranties and guarantees in
existence at the conclusion of the Defects Liability Period, if any, shall be assigned for the benefit
of the Owner. For work of special importance to the Owner and that requires special skills, the
Contractor shall invariably engage Sub-Contractor who are specialists and are firms of repute.
If desired by the Owner/ Engineer-In-Charge, the Contractor shall assign the guarantee received
by the Contractor from the Sub-Contractor, in favour of the Owner.

5.23 ŔETENTION MONEY TO BE RETAINED:

The Retention Money deducted or Bank Guarantee furnished in lieu of Retention Money as per
clause _________ shall be retained till the expiry of the Defect liability Period or any extension
thereof, its release being subject further to the certification of the Engineer-in-charge that no
defect/damage has been reported / observed during the Defect Liability Period or any extension
thereof.

5.24 WRONGFUL APPROPRIATION OF MATERIALS:

Wrongful appropriation, or proven attempt of wrongful appropriation of materials belonging to

the Owner or any other Contractor working within the SITE or commissioning of any other
criminal act by the Contractor, or his agents, or employees or workers shall be deemed to be a
breach of Contract on the part of 22222the Contractor, and the Owner shall, in addition to the
remedies available under this Contract, be entitled to terminate the Contract forthwith at the
risk and cost of the Contractor.

5.25 POWER, WATER, & OTHER FACILITIES

5.25.1 The Contractor shall be responsible to provide within the scope of work all facilities,
consumables and utilities necessary for performance of the Works including (but not limited
to) water, power, transportation, labour, tools, construction and testing equipment, machinery
and land at or about the job site(s) for the Contractor’s field offices, godowns, workshop;
residential accommodation for Contractor’s staff; quarry rights and borrow areas, access
roads and right(s) of way to or about the job site(s) and Contractor’s offices, godowns,
workshop accommodation, quarries and / or borrow areas.

5.25.2 The Owner does not warranty or undertake the provision of any facility, consumable or
utility whatsoever to the Contractor, or assistance in obtaining / procuring the same or
other assistance whatever for or in the performance or testing of the work and the
Contractor shall not imply by conduct, expression or assurance or by any other means,
any promise or obligation on the part of the Owner contrary to the provisions hereof and
any such promise or obligation understood by the Contractor shall not be binding upon
the Owner.

5.25.3 Any assistance which the Owner renders to the Contractor in terms hereof or
otherwise relative to the work by provision of any facility, utility, consumables, water, power,

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 transportation, labour, tools, construction and / or testing equipment, and machinery,
provision of land for quarries or borrow areas or for Contractor’s office, godowns,
workshops or accommodations or provisions of right of way, access road(s) and / or railway
siding facilities, or other facility, utility, or consumables for or in the performance of the work
shall not for any cause afford a basis or defence to the Contractor for the performance
of any of his obligations under the Contract, nor a ground for extension of time for completion
or other claim whatsoever.

5.25.4 Power Supply

A) Without prejudice to the provisions of Clause 5.25.1 hereof and following clauses there
under, as and when adequate power supply becomes available for the Site, the Owner may
at its discretion provide supply of power to the Contractor for the work from the nearest sub-
station, from which source the Contractor shall at his own cost and initiative make
arrangement for temporary distribution of power to Contractor’s work(s) at the Site.

B) All arrangements for the distribution of power from sources aforesaid and the work relative
thereto shall be made/performed/ installed in conformity with Indian Electricity Regulations,
and shall be subject to prior approval of the Site Engineer.

C) The Contractor shall, at his own costs and initiative on completion or prior determination
of the work or otherwise during execution of the work, if required by the Site Engineer
because of hindrance caused thereby or for any other cause, forthwith remove or re-route the
distribution lines/installations or other work(s) in respect thereof as the case may be, required
to be removed/ re-routed.

D) The Owner shall recover from the Contractor for power consumed by the
Contractor from Owner's source(s) of supply at the rate prescribed by the Owner in
this behalf from time to time. The amount due to the Owner in respect of such power
supplied shall without prejudice to any other mode of recovery to the Owner, be deductible
from the Running Account/ Final Bill(s) of the Contractor and / or any monies due to the
Contractor under this or any other Contract from time to time.

E) The Contractor shall provide at his own cost suitable electric meters approved by the
Site Engineer for measurement of Power units consumed by the Contractor for
determination of the payment due thereon to the Owner. Such meters shall be under the
control and custody of the Owner.

F) In the event of failure or defect of meter(s), power charges shall be calculated on the
consumption determined by the Engineer-in-Charge (whose decision shall be final both as
regards the existence of a defect or failure, and as regard the power consumed).

G) The Owner may at any time without notice or specifying any cause suspend or discontinue
power supply to the Contractor, and such suspension or discontinuance shall not entitle
the Contractor to any compensation or damages nor shall constitute a basis for
extension of time for completion.

H)Power supplied by the Owner to the Contractor shall be entirely at the risk of
Contractor as to the continuity and regularity of supply, maintenance of voltage and
adequacy of load without any warranty by or liability to the Owner in respect thereof and
without entitlement to the Contractor on grounds of discontinuance, fluctuation of
voltage or inadequacy of load or any other cause whatsoever to claim from Owner in
respect thereof or consequences thereof.

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 5.25.5 Water Supply

A) Without prejudice to the provisions of Clause 5.25.1 hereof and the following clauses there
under, in the event of the Owner having adequate source of water supply at the Site
available for distribution, the Owner may at its discretion provide water to the
Contractor for the work from the Owner's source of supply upon the Contractor
at his own cost and initiative providing suitable pumping installations and pipe network for the
conduct of water to and distribution to the Contractor’s place of work.

B) Such installation, pipes and other equipment shall be laid out / installed by the
Contractor only with the prior approval of the Site Engineer so as not to interfere with
the layout and progress of the other construction work at the site and access to or about the
Job Site.

C) The Contractor shall forthwith on Completion of the work or earlier determination of the
Contract or during the execution of the Work(s), if so required by the Site Engineer, on ground
of hindrance or obstruction caused thereby or other causes whatsoever at his own cost and
initiative remove or re-route, as the case may be, any installations, pipes and / or other
equipment or any part or portion thereof installed or erected by the Contractor for the
conduction and/ or distribution of water, and fill any trenches, ditches or other excavations
made by the Contractor for the purpose thereof and restore the site to the same
condition in which it was prior to the installation.

D) The Owner shall recover from the Contractor for water consumed by the
Contractor from Owner's source of supply at the rate prescribed by the Owner in
this behalf from time to time. The amount due to the Owner in respect thereof shall
(without prejudice to any other mode of recovery available to other Owner) be deductible
from the Running Account / Final Bill of the Contractor and / or payments due to the
Contractor from time to time under this or any other contract.

E) The Contractor shall provide at his own cost and initiative suitable water meters
approved by the Site Engineer for measurement of water units consumed by the
Contractor for determination of the payment due in this behalf to the Owner. Such
meters shall be under the custody and control of the Owner.

F) In the event of failure or defect of meters, water charges shall be calculated on the
consumption determined by the Engineer-in-Charge (whose decision shall be final both as
regards the existence of a defect or failure and as regards the water consumed).

G) The Owner may without notice or specifying any cause suspend or discontinue water
supply to the Contractor and such suspension or discontinuation shall not entitle the
Contractor any compensation or damages or constitute a basis for extension of Time for
Completion or other claim whatsoever.

H) Water supplied by the Owner to the Contractor shall be entirely at the risk of the
Contractor as to the continuity and regularity of supply and maintenance and adequacy
of pressure without any warrant by or liability to the Owner in respect thereof and without
entitlement to the Contractor on grounds of discontinuance, irregularity, drop or rise in
pressure or other cause whatsoever to claim from Owner in respect thereof or the
consequences thereof.
.
5.25.6 Land

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 A) Without prejudice to the provision of Clause 5.25.1 hereof and following clauses there under,
the Owner may at his discretion and convenience, if it has sufficient available land at its
disposal, provide land to the Contractor near or about the job site, for the construction of
the Contractor field office(s), godowns, workshops, assembly yard and residential
accommodation required for or in connection with the execution of the work(s). Such land
shall be utilized by the Contractor only for the purpose of the Contract and for the
duration of the Contract.

B) The Contractor shall at his own cost and initiative construct temporary buildings or other
accommodation necessary for the purpose and make suitable arrangements for water and
power supply thereto and for provision of sanitary, drainage and dewatering arrangements
thereof in accordance with plans / designs / layouts previously approved by the Site Engineer
in this behalf.

C) Any land provided by the Owner to the Contractor within the provisions hereof shall be
strictly on a licence basis, and shall not create any right, title or interest whatsoever in the
Contractor herein or in respect thereof.

D) The Contractor shall pay the licence fee @ Rs.1000/- (Rupees One Thousand only) per
month for land of an area up to 500 (Five Hundred) square meters and Rs. 200/- (Rupees
Two Hundred only) for each additional 100 (One hundred) square meters or part thereof, per
month or part thereof, for any land made available to the Contractor within the
provisions hereof, and the Owner shall be entitled (without prejudice to any other mode of
recovery), to recover licence fee from the Running / Final Bill(s) of the Contractor and /
or any other payments due to the Qwner fom time to time under this or any other
Notwithstanding anything herein provided, the Owner reserves the right at any time during
the pendency of the work to ask the Contractor to vacate the land or any part thereof on
giving 7 (seven) days written notice to the Contractor in this behalf.

E) Forthwith on or before the expiry of such notice or within two weeks of the completion of
the
works or the earlier determination of the Contract, the Contractor shall remove all
constructions, works, piping and other installations, whatsoever, not forming part of the
contractual works put up or erected by the Contractor upon the land, and shall have the
land cleared, levelled and dressed to the satisfaction of the Engineer-in-Charge
.
F) The Contractor shall not be entitled upon any vacation or notice within the provisions of
Clause 5.25.6 hereof to claim any resultant compensation or damage from the Owner, nor
shall such notice or vacation constitute a ground or basis for any extension of time for
completion.

G) Likewise, the Owner may at its discretion and convenience upon such terms and conditions
as the Owner may prescribe in this behalf, arrange or allocate or provide to the
Contractor, borrow area(s) or quarry or mining rights and / or any right(s) of way or other
access to or about the job site and unless specifically excluded, the provisions of Clause
5.25.6 hereof above, shall apply in respect of any borrow area, quarry, mining right and / or
right of way or other access allocated, arranged, provided or permitted by the Owner to the
Contractor.

5.25.7 The Owner shall be entitled, at any time without notice to the Contractor, to suspend or
withdraw use by the Contractor of any such area, right or access as aforesaid and no
suspension or withdrawal of such facility, or disruption or inadequacy thereof by virtue of
flood, disrepair or other cause whatsoever, shall form the basis of any claim by the

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 Contractor, for compensation or damages or ground for extension of time for
Completion. Upon such notice or within two weeks of the completion of the works or the
earlier determination of the Contract the provisions of Clause 3.6.5.1 hereof shall mutatis
mutandis apply.

5.25.8 Notwithstanding anything herein provided, the provisions of Clause .... to ..........hereof
and related clauses applicable consequent upon termination of Contract shall apply to any
breach by the Contractor of his obligations within the provisions of Clause hereof as to a breach
of Clause .........hereof.

5.26 SAFETY STANDARDS FOR TEMPORARY BUILDINGS:

5.26.1 All temporary buildings, sheds, workshops, field station, etc. shall be constructed in
conformation with the safety and security regulations of the Owner, as regards location and
type of structures.

5.27 VESTING OF PLANT, EQUIPMENT AND MATERIALS

5.27.1 Vesting of Plant, Equipment And Materials

The equipment and materials forming a part of the Works to be supplied pursuant to the
Contract shall become the property of the Owner when such equipment or material is delivered
to the Site pursuant to the Contract

5.27.2 Contractor to Procure Title to Plant, Equipment And Materials

The Contractor shall procure that title to all equipment and other materials vested in the
Purchaser under Clause 5.27.1 shall be free from any lien, charge or any other security interest
and that no person shall have any claim to title thereto. If, notwithstanding this Clause 5.27.2,
such Plant, equipment and other materials are subject to any lien, charge, other security or
claim, the Owner may discharge the lien, charge, security or claim and recover all costs thereby
incurred from the Contractor on demand.

5.27.3 Setting Aside and Marking Plant, Equipment And Materials

Where, prior to delivery, the property in the Biodiesel Project (or any part thereof) passes to the
Owner, the Contractor shall, so far as is practicable, set the property in the Project aside and
mark it as the Owner’s property in a manner reasonably required by the Engineer-In-Charge,.

5.27.4 Inspection of Plant, Equipment And Materials

The Contractor shall permit the Engineer-In-Charge, the Owner and any persons authorised by
the Owner at any time upon reasonable notice to inspect any property in the Project which has
become the property of the Owner and shall grant the Engineer-In-Charge, or procure the grant
of access to the premises of the Contractor, its Subcontractors or any other premises for such
purposes or any other premises where such property in the Project may be located.

5.27.5 Contractor's Risk

All such property in the Project shall be in the care and possession of the Contractor solely for
the purposes of the Contract and shall not be within the ownership or disposition of the
Contractor. All such property in the Project shall be at the risk of the Contractor in accordance
with Clause ....

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5.28 PERFORMANCE OF CONTRACTOR:

Performance of Contractor shall be evaluated on each job by Engineer-in-Charge and recorded

in the Standard format adopted by Owner.

Review of performance shall be carried out at appropriate intervals by concerned department

of the Owner.

5.29 OWNER’S OBLIGATIONS

5.29.1The Owner:

(a) Shall make timely payments to the Contractor of all amounts due to the Contractor under
this Contract in accordance with the terms and provisions of the Contract.

(b) Shall provide the Contractor with access to the Site as per the Approved Front Release
Schedule. The Owner shall ensure that its activities at the Site and at any of its facilities
adjacent to the Site shall not unduly interfere with Contractor's access or performance of Work
at the Site.

(c) Shall expeditiously review and, where appropriate, approve all drawings, specifications,
proposals and requests submitted by the Contractor pursuant to this Contract. Approval by
Owner of all documents shall be in writing. Unless stated otherwise, Owner shall, within 10
calendar days of the receipt of any document, return one(1) copy of the relevant document to
Contractor, indicating thereon its approval, comments or rejection.

(d) Require employees, agents and other contractors to abide by all rules applicable to the Site
and the Works, including but not limited to rules pertaining to safety, security procedures or
requirements, and designated entrances.

(e) Reasonably co-operate with Contractor and provide any other assistance reasonably
necessary to enable Contractor to perform the Works as required.

(f) Provide adequate temporary construction easements and permanent easements for the
Facility and any necessary support facilities for the Facility.

(g) At all times promptly respond, including making appropriate representatives available with
decision-making authority, to any reasonable requests by the Contractor for meetings, for
review and comments regarding relevant documents provided to them for review and comment.

(h) At all times, use commercially reasonable efforts to proceed in a manner that supports the
Project Schedule.

(i) Promptly take all actions reasonably requested by Contractor to assist Contractor in
obtaining any governmental permission, authorizations, license, permit, approval, for the
Works.

(j) Not unreasonably withhold their support from other actions reasonably requested by

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Contractor to promote the timely Completion of the Works or to promote the Completion of the
Works within the Contract Price.

(k) Shall furnish, or cause to be furnished, to the Contractor all engineering, designs, drawings,
specifications and any instructions relating to the Works in a timely manner consistent with the
Schedule of Work. In addition, the Contractor may request such instructions by delivering a
written request to the Owner. The Owner shall supply such instructions to the Contractor within
twenty (20) days after receipt of such written request.

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 SECTION-VI
6.0 INSPECTION, TESTING AND QUALITY ASSURANCE

6.1 QUALITY ASSURANCE:

6.1.1 Within 10 days of the Effective Date, the Contractor shall submit to the Engineer-in-charge for
his approval, a detailed Quality Assurance Plan (QAP) envisaged by him for ensuring due and
proper adherence to Quality as required by the Specifications for the work. This Quality
Assurance Plan shall give in detail the organization and methodology, checks and controls, as
well as the correction mechanisms built into the QAP system as envisaged by the Contractor at
the Site and elsewhere, for ensuring quality inputs into the work and for ensuring quality output
on the Job. Within 10 days of submission of the QAP, the Engineer-In-Charge upon review of
the QAP shall either give a notice to Contractor stating the extent to which it does not comply
with the Contract and ask for further details and compliance, or shall approve the QAP in case
he finds it in compliance with the Contract.

6.1.2 The Engineer-in-charge shall be entitled, from time to time and at any time to make or cause
to be made such addition(s), modification(s) or alterations(s) in the QAP as he considers
necessary to improve the QAP (the decision of the Engineer-in-Charge in this behalf shall be
final and binding on the Contractor), and the Contractor shall thereafter follow the QAP as
added, modified or altered by the Engineer-in-charge.

6.1.3 Where under the QAP or otherwise in terms of the Contract, inspection and/or approval of the
Owner/Engineer-in-Charge for any works or materials / equipment is necessary for the
Contractor to proceed further, the Contractor shall give the Owner at least 7 (seven) days’
written notice in respect of materials / equipment and at least 3 (three) days’ written notice in
respect of the readiness of the material(s) or works for inspection and if the Owner/Engineer-
in- Charge, notwithstanding receipt of notice fails to conduct inspection within the said period
or makes a reasonable request for another date for inspection, the Owner/Engineer-in-Charge
will be deemed to have waived the right of inspection and the Contractor will be at liberty to
proceed on the basis that materials / equipment or the works as the case may be, have been
approved.

6.2 INSPECTION AND TESTING OF MATERIALS/EQUIPMENT

6.2.1 The Engineer-in-Charge shall be entitled at all times, at the risk of the Contractor, to inspect
and/or test by itself or through an independent person(s) or agency(ies) appointed by the Owner
or Engineer-in-Charge and / or to direct the Contractor to inspect and/or test or to get inspected
and/or tested, all materials, equipment, items and components, whatsoever supplied or
proposed for supply for incorporation in the Works which will include any inspection during the
course of manufacture or fabrication by the Contractor and / or at the Contractor 's or his sub-
vendors' works or otherwise, of such material, equipment, item or component. The inspection
and / or tests shall be conducted at the expense of the Contractor, and may be directed by the
Owner or Engineer-in-charge to be conducted by authorized representatives of the
Owner/Engineer-in-charge or third party inspection agency(ies) appointed by the Owner.

The Owner may also require that all the inspections and tests conducted by the Contractor at
his works or his sub-vendors' works be carried out in the presence of authorized representatives
of the Owner/Engineer-in-Charge/ third party inspection agency (ies) appointed by the Owner.
The Contractor shall provide the Owner/ Engineer-in-charge and/or their representatives/Agents

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 every facility or assistance necessary for carrying out or witnessing, as the case may be, the
test(s)/inspection(s).

6.2.2 The Contractor shall also on receipt of intimation of any communication of any inspection or
tests by the Owner/Engineer-in-Charge or any of their representative(s)/agency (ies) nominated
by the Owner or Engineer-in-Charge in this behalf, present himself or his authorized
representative at the place of inspection and/or testing to receive any orders or instructions
consequent thereto, as shall be necessary.

6.2.3 The Contractor shall furnish to the Site Engineer for approval when requested, or as required
by the specifications or other Contract Documents, adequate samples of all materials and
finishes intended for incorporation in the works, such samples are to be submitted before the
work is commenced permitting sufficient time for test(s)/examination(s) thereof of the Owner.
All materials furnished and finishes incorporated in the work shall conform to the approved
sample(s) in all respects.

6.2.4 The Engineer-in-Charge shall be entitled to reject at any time any defective material, item or
component (including specially manufactured or fabricated items and components) supplied by
the Contractor for incorporation in the Works, notwithstanding previous inspection and/or
testing thereof by or on behalf of the Owner without rejection and notwithstanding previous
approval thereto by or on behalf of the Owner, and upon such rejection, the Contractor shall
either perform such work or improvement thereon or in respect thereof, as shall be necessary
to bring the material, equipment, item/component to the requisite standard, or shall, if so
required by the Engineer-in-Charge, remove the rejected material/item/component from the job
site within the time specified by the Engineer-in-Charge and replace it at his own cost and
expense (without additional remuneration or compensation in respect thereof) with material
(s)/item(s)/component(s) approved by the Engineer-in-Charge.

6.3 INSPECTION AND TESTING OF WORKS

6.3.1 The Contractor shall at all times ensure the highest standards of workmanship relative to the
work, to the satisfaction of the Engineer-in-Charge or any inspector(s) or inspecting agency(ies)
nominated by the Owner/Engineer-in-Charge in this behalf. The Engineer-in-Charge
/inspector(s)/inspecting agency (ies) shall have the power to inspect the work in all respects, at
any and all times up to Completion of the work as also to test or instruct the Contractor to test
the works or any structure, material or component thereof at the risk and cost of the Contractor.

6.3.2 The Contractor shall provide all facilities, instruments, material, labour and accommodation
required for inspecting and testing the works (including checking the setting out of the works)
and shall afford the Engineer-in-Charge /inspector(s)/ inspecting agency(ies) all assistance
necessary to conduct the tests.

6.3.3 The Contractor shall also provide and keep at all times during the progress of the work and
maintenance period, proper means of access to the Works and every part thereof by means of
ladders, gangways, etc., and necessary attendance to move and set up the same as directed
by the Engineer-in-Charge / inspector(s)/ inspecting agency (ies) for inspection or measurement
of the works.

6.3.4 The Owner and the Contractor shall each bear the cost of their respective personnel involved in
any inspection. The Contractor shall exclusively bear the costs of any marine vessel, third party
personnel and/or experts and/or equipment (including specialized equipment) required or
employed in or for any inspection to be conducted.

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6.3.5 On no account shall the Contractor proceed with concreting or other work such as (but not
limited to) foundations, superstructure or edge preparation of pipes for welding) by covering up
or otherwise placing beyond the reach of inspection or measurement any works before
necessary inspection entries are filled in the Site Inspection Register by the Engineer-in-Charge
or the inspector(s) or inspecting agency(ies).

6.3.6 Should the Contractor fail to comply with any of the provisions aforegoing relative to inspection
and / or testing of the works, the Engineer-in-Charge shall in his absolute discretion be entitled
to remove / dismantle and / or uncover, as the case may be, at the risk and cost of the
Contractor for test and examination any works, structure or component thereof installed,
erected or put up by the Contractor and to conduct or have conducted the test(s) and / or
examination at the risk and cost of the Contractor. In such event, the Contractor shall also bear
the risk and costs of replacement, reinstallation or re-erection of the concerned works, structure,
or component, as the case may be.

6.3.7 Notwithstanding anything provided in the aforegoing clauses hereof, the Contractor shall be
and remain liable at his own cost and initiative to conduct all tests at all relevant times during
supply, erection and installation of any works, structure, material or component as shall be
required in terms of the Contract Documents or by any codes or specifications referred to therein
or approved by the Owner or the Engineer-in-Charge. Where the Contract Documents or codes
or specifications do not state or nominate the agency or laboratory where such test shall be
conducted, the same shall be conducted at the cost of the Contractor through an agency(ies)
or laboratory(ies) nominated by the Owner or the Engineer-in-Charge for the purpose.

6.3.8 Should the Engineer-in-Charge on inspection or testing be not satisfied with the quality or
workmanship of any works, structure, item or component, the Contractor shall forthwith re-
perform, replace, reinstall or re-erect, as the case may be, such works, structure, item or
component, and no such rejected works structure, item or component shall be reused with
reference to the work except with the prior permission of the Engineer-in-Charge.

6.3.9 Notwithstanding anything provided in foregoing clauses hereof and notwithstanding that the
Engineer-in-Charge and/or Inspector(s) or Inspecting Agency(ies) has/have inspected, tested
and/or approved any particular work, structure, item or component, such inspection, test or
approval shall not absolve the Contractor of his full responsibility under the Contract (inclusive
of and relative to specification fulfilment and performance guarantees) the said inspection and
test procedure being intended basically for the satisfaction of the Owner that prima facie the
erection done and/or materials and components supplied for incorporation in the works is in
order.

6.3.10 In case the defects or any of them are such as not to require replacement, the Owner/Engineer-
In-Charge shall have the right to accept the defective work with suitable reduction in rates/price,
as may be determined by the Owner/Engineer-In-Charge and the defective works shall be
deemed to be works not covered by the Schedule of Rates/lump sum price as the case may be.

6.4 MECHANICAL COMPLETION (IF WORK INCLUDES MECHANICAL COMPLETION)

6.4.1 Commencing at an appropriate time prior to anticipated Mechanical Completion of the Works
or relevant portions thereof, the Contractor together with the Owner shall prepare

(i) Mechanical Completion Checklists for each System,

(ii) a plan of pre-operating tests for the systematic checking, using water where applicable, of
all equipment, valves, piping systems, instrumentation and controls for the purpose of
allowing the Facilities of each system to be operated,

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 for adjustment purposes, under safe conditions prior to
introduction of the initial feed stocks, and

(iii) schedule and date of completion of inspection of such Works or Systems.

6.4.2 Upon physical completion of each system the Contractor shall notify the Owner in writing that
the Contractor believes that such System is mechanically complete. Such notice shall not be given
and if given shall not be effective unless

(i) prior thereto all items and matters required to achieve Mechanical Completion shall have been
completed except for completion of insulation, painting, final cleanup or final grading, none of which
shall be of a nature as to interfere with start-up and the trial operations and

(ii) such notice states that such system is tight and internally and externally clean and that such system
has been properly adjusted and tested.

6.4.3 Performance of pre-operating Tests : Subject to, and in coordination with the Owner, the
Contractor shall perform pre-operating tests on each System to ensure that such System conforms, to
the Contract and to verify Mechanical Completion of such system. Subject to, and in coordination with
the Owner the Contractor shall provide all equipment, and personnel for such tests.

6.4.4 Notice of Pre-operating Tests : The Contractor shall give at least 15 days prior written notice to
the Owner of all pre-operating tests specified in Article 6.5.3 and all such pre-operating tests shall be
conducted in the presence of the Owner

6.4.5 Result of Pre-operating Test : The Contractor shall submit six (6) copies of the results of the pre-
operating tests specified in Article 11.2.3 to the Owner for approval. If the results of such tests do not
satisfy the requirements of the Contract or indicate that Mechanical Completion of such System has not
occurred, the Contractor shall promptly take such corrective action as is necessary to cure the defects
or deficiencies revealed by the pre-operating tests and shall thereafter re-perform the relevant field
tests. All expenses incurred by the Owner as a result of the re-performance of such tests shall be for
Contractor’s account.

6.4.6 Delay in Performance of Pre-operating Tests : If, in the discretion of the Owner, the pre-operating
tests are being unduly delayed, the Owner may require the
Contractor to perform such tests within fourteen (14) days of receipt of such
notice. If the Contractor fails to carry out such tests within such fourteen (14)
days period and provided that all the conditions precedent to such tests have
been complied with, the Owner may itself carry out such tests. All such tests
undertaken by the Owner shall be at the risk and expense of the
Contractor. If any system fails to satisfy the requirements of this
Contract, the provisions of Article 6.5.5 shall apply as if the Contractor had performed the relevant
pre-operating test provided that the Contractor shall have the right, before taking corrective action to
re-perform the relevant field test originally undertaken by the Owner. All costs of such re-performance,
including any of the Owner’s costs, shall be for Contractor’s account.

6.4.7 When all the pre-operating tests with respect to any system have been completed to the
satisfaction of the Owner and the Owner is otherwise satisfied that Mechanical Completion of such
system has occurred, the Owner shall issue a notice confirming Mechanical Completion of such System
and when notices of Mechanical Completion of all the systems have been issued the Owner shall issue
a Certificate confirming Mechanical Completion of the Works.

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6.4.8 Unless commissioning is included within the scope of Work of the Contractor, in a Contract in
which the scope of work of the Contractor includes erection and/or installation of a Plant or Unit
or of any equipment, the date of Mechanical Completion as recorded in the Certificate of
Mechanical Completion thereof be reckoned as date of Completion. However, if conduct of
Performance Tests falls within the scope of work of a Contractor engaged inter alia for erection
and/or installation of a Plant or Unit, the work shall be deemed not to be complete until
successful completion of the Performance Tests. Accordingly, Completion or Final Completion
shall be achieved only on successful completion of Performance Test.

6.5 COMMISSIONING AND PERFORMANCE TESTS

6.5.1 As soon as the Works have been completed in all respects to the satisfaction of the Engineer-
in- charge and Mechanical Completion has been achieved, Pre-Comissioning tests, Start-Up and
Commissioning of the Works shall be undertaken by the Contractor at the risks and costs of
the Contractor in the presence of the Engineer-in-Charge or his authorized representative(s).
The Owner may at its discretion permit Pre-Comissioning tests, Start-Up and Commissioning
on piecemeal basis in respect of particular part(s) or group(s) of the works or Sections or in
respect of particular job site(s) involved. The Contractor and the Engineer-in-Charge shall
maintain a joint record of all pre-commissioning tests conducted, together with the results
thereof, indicating the dates on which each of the pre-commissioning tests was completed part-
wise, component-wise, section-wise, group-wise, plant-wise, system-wise and sub-system wise,
as well as on the entire Works or Unit as a whole.

6.5.2 Prior to Commissioning the Plant or Unit, the Contractor shall undertake all operations necessary
for start-up of the Plant/Unit to the satisfaction of the Engineer-in-Charge.

6.5.3 The Owner shall provide Power/Water/Utilities/Any other facilities required for Start-up and
Commissioning the Plant/Unit and the raw material or feed stock to be processed in the Plant
or Unit, the Contractor shall provide all other inputs and consumables required for Start-up and
Commissioning the Plant/Unit including grease and lubricants and first fill of fuels and oils for
the equipment and machinery.

6.5.4 The Contractor shall provide all personnel required for Start-up and supervisory and technical
personnel required for Commissioning, while the Owner shall provide operating personnel for
Commissioning.

6.5.5 The Plant/Unit shall be understood to have been successfully commissioned by continuous and
stabilized operation up to full capacity for a continuous period of not less than 7 (seven) days.
On successful Commissioning of Plant/Unit, the Engineer-in-Charge shall issue a Commissioning
Certificate which shall state the date of completion of Commissioning.

6.5.6 The Performance Tests shall be started when the Unit is stabilized under design conditions. The
Plant shall be operated and controlled in accordance with procedures set up beforehand The
procedure for Commissioning the Plant/Unit and/or for conducting Performance Tests shall be
as prescribed by the Engineer-in-Charge taking into account the requirements of the
manufacturers/Vendors of plant and equipment and the Licensors of the process (es) involved.
The Contractor shall strictly comply with the procedure to ensure strict adherence with the said
requirements. The performance shall be measured on the basis of the average of data obtained
during 72 (Seventy two) hours of performance tested under continuous operation of the
Unit/Plant in Performance Test conditions after the Unit/Plant has been stabilized.

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6.5.7 The Performance Tests shall be repeated, if necessary, until successful completion of the
Performance Tests. On successful completion of the Performance Tests, the Engineer-in-Charge
shall issue the Contractor a Performance Test Certificate which shall indicate the dates on which
the Performance Tests were conducted and the date(s) of successful completion of the
Performance Tests.

6.5.8 If during Commissioning and/or Performance Tests, any defects are discovered in any work
performed by the Contractor or in any erection or installation undertaken by the Contractor,
the Contractor shall forthwith within the scope of work do and provide all that is necessary to
be done or provided to correct, repair and/or rectify the defect(s) to the satisfaction of the
Engineer-in-Charge and shall remove or demolish and re-erect or re-install the defective works,
if necessary, and shall thereafter continue with the commissioning or repeat the Performance
Tests, as the case may be, or such of them as are required to be performed, and so on until
successful completion of the Commissioning and/or Performance Tests. Should the Contractor
fail to correct, repair or rectify any defects as aforesaid, the work will be carried out by Owner
at the risk and cost of Contractor.

6.5.9 (a) If on any testing any material or equipment or the Unit does not meet the design, rated or
guaranteed performance relative thereto, the Contractor shall forthwith within the Contractor's
scope of work and at no additional cost to the Owner undertake such additional tests and/or
operations as are necessary to identify the cause of such failure. If the Plant or Unit or the
Works is designed and engineered based on licensed technology , andv as a whole fails to meet
the Process Licensor's Guarantees, such tests and/or operations shall be conducted in
conjunction with the Process Licensor. (b) If as a result of such tests and/or operations it is
determined that the design, rated and/or guaranteed outputs or capacities have not been met
because of a defect or deficiency or unsuitability or inadequacy in or of any material(s) (including
machines and equipment) supplied by the Contractor, the Contractor shall forthwith in
consultation with the Engineer-in-Charge take steps necessary to cause the defect/ deficiency/
unsuitability/ inadequacy to be identified and rectified, either by re-placement of the defective
material or part thereof or by repair thereof. (c) If under any of the provisions hereof, the
Contractor is required to undertake any modification, rectification or replacement, the
Contractor shall for this purpose forthwith establish a time schedule (“Rectification Time
Schedule”) acceptable to the Engineer-in-Charge for such modification/replacement/rectification
bearing in mind the time exigencies and the Project requirements. Should the Contractor fail to
establish the Rectification Time Schedule, the Engineer-in-Charge shall establish the
Rectification Time Schedule, and the Rectification Time Schedule so established shall be binding
on the Contractor. (d) Should the Contractor thereafter fail to adhere to a Rectification Time
Schedule so established for the replacement/rectification, the Owner may (but without
obligation to do so) take over in whole or part such replacement/rectification at the risk and
cost of and as agent of the Contractor. In so doing, the Owner shall be entitled to identify and
employ through private negotiations the quickest available resources of supply and/or work
without resorting to the tender process or any other form of competitive Tendering and shall be
entitled to recover from the Contractor, the costs incurred by the Owner in respect thereof, plus
15% (fifteen percent) supervision charges.

6.5.10 Although the Contractor is not responsible for process guarantees, he shall carry out all activities
for collecting the required data during Performance Test runs to identify problems of non-
performance for further analysis and modifications required to meet process performance
parameters.

6.5.11 If Commissioning of the UNIT commences later than 3 (three) months of Mechanical Completion
of the Unit for any reason not attributable to the Contractor, the Owner and the Contractor shall
agree upon the reasonable cost incurred for maintaining watch and ward and preservation and

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 insurance of the Unit beyond the said 3 (three) months period and up to commencement of
Commissioning, which shall be payable to the Contractor in addition to the price of services and
this additional amount shall be included within and form part of the Final Bill of the Contractor

6.5.12 If for reasons not attributable to the Contractor, the Commissioning of the Unit cannot be
undertaken or completed by the Contractor within 12 (Twelve) months of the Mechanical
Completion of the Unit and/or the Performance Test(s) for the Unit cannot be undertaken or
completed by the Contractor within 12 (Twelve) months of successful Commissioning of the
Unit, the Owner and the Contractor shall negotiate in good faith an equitable resolution which
either removes from the Contractor’s scope, the Commissioning and/or Performance Test(s)of
the Unit and discharges the Contractor from further obligation for Commissioning and/or
Performance Test(s) of the Unit, or extends the period required for Commissioning of the Unit
and/or undertaking Performance Test(s), with suitable compensation to the Contractor for the
costs and charges incurred or to be incurred

6.5.13 If the conduct of the Performance Test is delayed beyond 6 (six) months from the date of
Commissioning of the Unit for reasons not attributable to the Contractor, the Owner shall
(subject to such adjustments as permissible) release to the Contractor, the undisputable balance
payable for any other work on commissioning and/or Performance Tests other than any amount
payable for Commissioning and/or Performance Tests against the Contractor furnishing a bank
guarantee from a scheduled bank in India (including the Indian branch of a foreign bank)
acceptable to the Owner in a format prescribed by the Owner for an amount equivalent to the
amount of the payment(s) to be released. The validity of such bank guarantee(s) shall be initially
for a period of 6 (six) months and shall be extended for one further period of 6 (six) months. If
the Performance Test cannot be conducted within such extended period for reasons not
attributable to the Contractor, the bank guarantee will be substituted by Corporate Guarantee
of the Contractor in a format acceptable to the Owner. If however, the Performance Test cannot
be conducted within the said period for reason(s) attributable to the Contractor or if the
Performance Test conducted indicates that performance of the Unit does not meet the
guaranteed performance parameters then the bank guarantee(s) shall continue to be extended
up to and until successful Performance Tests of the Unit. In either event, the Owner will be
entitled to encash the bank guarantee(s) if the bank guarantee is not extended or substituted
by an acceptable Corporate Guarantee, as the case may be, at least 14 (Fourteen) days prior
to the date of expiry of bank guarantee(s).

6.6 TAKING OVER

6.6.1 Final Performance Acceptance" or "Taking Over" shall be achieved hereunder when each of the
following criteria is satisfied:

(a) For work that does not include Performance Tests, the Contractor has completed all Works in
all respects meeting the requirements of the Contract, Specifications, quality, safety and
environmental standards or for work that includes Performance Test, the Contractor has
concluded all Performance Tests and the results of which demonstrate the achievement of the
Performance Guarantees; or where the results thereof indicate that the performance of the
Works falls short of the Performance Guarantees but satisfies the Minimum Acceptable
Performance Criteria;

(b) the complete performance by the Contractor of the Works under the Contract, except for any
remaining obligations, and all portions of the Works can be safely placed in operation
immediately for their intended purposes in accordance with all applicable Laws and applicable
Consents;

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(c) all portions of the Works have achieved Completion and can be safely placed in operation
immediately for their intended purposes in accordance with applicable Laws and applicable
Consents;

(d) If applicable, the Works has been demonstrated to be capable of performing, as the case may
be, continuously at the minimum levels specified in Minimum Acceptable Performance Criteria;

(e) the Contractor has given to the Owner an undertaking to complete any outstanding work or
make good any defective works listed on the punch list as agreed to between the Parties;
however, no Taking Over certificate shall be issued
nor shall the Works be considered have achieved completion till the Contractor shall have
removed from the premises on which the Works has been executed all
scaffolding, sheds and surplus materials (except such as are required for
rectification of defects), and the like to the satisfaction of Engineer-in-Charge. and

(f) all documents, manuals and handbooks, if any, required to be provided by the Contractor under
the Contract have been completed and delivered to the Owner.

6.7 NOTICE OF TAKING OVER AND ISSUE OF TAKING OVER CERTIFICATE

6.7.1 When the Contractor believes that it has achieved Final Performance Acceptance of the Project,
it shall deliver to the Engineer-in-Charge a notice thereof (the "Notice of Final Performance
Acceptance" or the “Notice of Taking Over”). The Notice of Final Performance Acceptance or
Notice of Taking Over shall contain a report, in the form previously agreed by the Contractor
and the Engineer-in-Charge, of results of the completed Performance Tests (if Performance
Tests are included in the Works) and the Works completed with sufficient detail to enable the
Engineer-in-Charge to determine whether Final Performance Acceptance of the Works has been
achieved. The Engineer-in-Charge shall, within 3 (three) days following receipt of the Notice of
Final Performance Acceptance, inspect the Works, and all services completed by the Contractor,
review the results of the completed Performance Test, if any, and the report submitted by the
Contractor and either (a) issue to the Contractor the Final Performance Certificate (also called
as the "Taking Over Certificate") counter signed by the Owner or (b) if reasonable cause exists
for doing so, notify the Contractor that Final Performance Acceptance has not been achieved,
stating the reasons therefor. In the event the Engineer-in-Charge determines that the Final
Performance Acceptance has not been achieved, the Contractor shall promptly perform such
services as is needed to achieve the Final Performance Acceptance and shall issue to the
Engineer another Notice of Final Performance Acceptance pursuant to the provisions
hereof. Such procedure shall be repeated as necessary until Final Performance Acceptance has
been achieved. The Engineer-in-Charge shall in the Taking Over Certificate certify the date of
achievement of Final Performance Acceptance. It is expressly agreed by the Parties that under
this Contract if the Engineer-in-Charge agrees that the Final Performance Acceptance has
been achieved, then the date of achievement or occurrence of Final Performance Acceptance
shall be the date on which conditions under item (a), (b), (c), (d) and (f) of Clause 6.6.1 have
been satisfied. If the Engineer-in-Charge shall not have notified the Contractor within the time
periods set forth above that the Final Performance Acceptance has not been achieved, then the
Final Performance Acceptance shall be deemed to have occurred as of the date on which the
conditions under item (a), (b), (c), (d) and (f) of Clause 6.6.1 have been satisfied. The Owner
shall, on countersigning the Taking Over Certificate be deemed to have taken over the Works
on the date mentioned in the Taking Over Certificate.

6.7.2 Except as permitted by Clause 6.7.4, the Owner shall not use the Works before they are taken
over. Notwithstanding the foregoing, if the Owner shall at any time take over and operate the
Plant or any part there of, prior to Final Performance Acceptance, then the Owner shall be

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 deemed to have elected to declare Final Performance Acceptance of the Plant of such part
thereof, and to have assumed care, custody and control, and risk of loss and damage, of the
Plant or such part thereof shall pass to the Owner effective as of the date the Owner shall have
taken over and operated the Plant or such part thereof. No Taking Over certificate shall be
issued nor shall the Works be considered to have achieved Final Performance Acceptance till
the Contractor shall have removed from the premises on which the Works has been executed
all scaffolding, sheds and surplus materials (except such as are required for
rectification of defects), and the like to the satisfaction of Engineer-in-Charge.

6.7.3 Upon the date referred to in the Taking Over Certificate, the Owner shall be deemed to have
taken over the relevant part of the Works and shall take possession of the relevant part of the
Works and the risk of loss or damage to the relevant part of the Works shall pass to the Owner
(other than any parts thereof excluded by the terms of the Taking Over Certificate and the parts
for that period on which the Contractor works thereafter). The Owner shall be entitled to take
over for operation, any of the various parts, components, sections, groups, plants, systems or
sub-systems of the Work, on which the conditions under item (a), (b), (c), (d) and (f) of Clause
6.6.1 have been satisfied. The Defects Liability Period in respect of such items and the
relevant part shall be deemed to have commenced from the certified date of Completion of
such items or the relevant part as the case may be. Also, if Contractor’s All Risk insurance
coverage for the relevant part has been taken by the Contractor, the Contractor may reduce
the value insured to the extent of the value of the
completed items or relevant part as estimated by the Engineer-in-Charge and
notified for this purpose. This estimate shall be applicable for this purpose
only and for no other. For the purposes of adjustment of Contract Price under
Sub-Clause 4.10 in respect of any period during which the Works are not
complete, the relevant part will be deemed to form a separate item or group,
with the Time for Completion as given in the Contract or as extended under the Contract.
and actual date of completion as certified by the Engineer-in-Charge under this Clause.

6.7.3 The Contractor shall rectify or complete to the reasonable satisfaction of the Engineer-in-Charge
within the time stated in the Taking Over Certificate any outstanding items of work or Plant
noted as requiring rectification or as incomplete. If the Contractor fails to do so within the
requisite time, the Owner may arrange for the outstanding work to be done by others and the
Cost thereof (together with a reasonable profit payable to the replacement contractor) shall be
deducted from the Contract Price or paid to· the Owner by the Contractor forthwith on demand.

6.7.4 If, by reason of any default on the part of the Contractor, a Taking Over Certificate has not
been issued within one week after the end of the successful completion of Performance
Tests on Completion of the Works, the Owner shall without prejudice to the Owner other
rights hereunder, be entitled but not be obliged, to use any part of the Works in respect of
which a Taking Over Certificate has not been issued, provided the same is reasonably
capable of being used. The Contractor shall be afforded the earliest possible opportunity
of taking such steps as may be necessary to permit the issue of the Taking Over
Certificate. The Contractor shall not have the obligation of taking care or carrying the risk
of any loss or damage to any part of the Works while being so used by the Owner and
Defect Liability Period shall apply of thereto as if a Taking Over Certificate had been issued
from the date such part was taken into use. The Owner’s rights under this Clause shall
not relieve the Contractor of its obligations under the Contract.

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 SECTION VII
7.0 SUSPENSION OF WORKS AND TERMINATION:

7.1 SUSPENSION OF WORK:

7.1.1 The Contractor shall, on receipt of the order in writing of the Engineer-in-Charge, temporarily
suspend the progress of the work(s) or supply (ies) or any part thereof for such time and in
such manner as the Engineer-in-Charge may consider necessary for any of the following reasons
until he has received a written order from the Engineer-in-Charge to proceed with the work
suspended or any part thereof. :
(i) On account of any default on part of the Contractor; or
(ii) for proper execution of the Works or part thereof for reasons other than the default on
the part of the Contractor; or
(iii) for safety of the Works or part thereof, for reasons other than those attributable to the
Contractor.

7.1.2 The Contractor shall, during such suspension, properly protect and secure the Works to the
extent necessary and carry out the instructions given in that behalf by the Engineer-in-Charge.

7.1.3 If the suspension is ordered for reasons (ii) & (iii) in Sub-Clause 7.1.1 above, in so far as it
concerns suspension of part of the Works or whole of the balance, the Contractor shall be
entitled to an extension of time equivalent to the period of suspension plus 25% thereof. The
Contractor shall not be eligible for any other compensation whatsoever for such suspension,
except as otherwise provided herein under.

7.1.4 If the suspension is ordered for reasons (ii) & (iii) in Sub-Clause 7.1.1 above, as far as it concerns
the entire balance of Works on the date of suspension and if such period of suspension
cumulatively exceeds twenty-eight (28) days, then in addition to extension of time as in Sub-
Clause 6.17.3 above, the Contractor shall be eligible for compensation, as the Owner may
consider reasonable, in respect of salaries and/ or wages paid by the Contractor to his
employees and labour at site, hiring cost/ idling cost of equipment remaining idle during the
cumulative period of suspension, adding to the total thereof, a reasonable percentage as
determined appropriate by the Engineer-in-Charge, to cover indirect expenses and incidentals
of the Contractor, provided the Contractor submits his claim supported by details to establish
the reasonableness of his claim to the Engineer-in-Charge under advice to the Owner within
fourteen (14) days of the expiry of the said twenty-eight (28) days period.

7.1.5 If for any reason other than for reasons of Contractor’s default, if the suspension continues for
a period of 3 (three) months or more, the Owner and the Contractor shall mutually discuss and
agree for a suitable course of action regarding the recommencement/ reinstatement of the
suspended work or alternatively treat the suspension as termination / abandonment of the
Works by the Owner. If out of above discussion it is determined that the Contract has to be
treated as terminated under the provisions of Clause 7.2.3.2 (i.e. Termination for Owner’s
Convenience and Prolonged Suspension), then the Contractor shall be eligible for compensation
as envisaged in Clause 7.2.4.

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7.1.6 If the suspension is due to Force Majeure as defined in Clause 4.8 or by reason(s) of default
or failure on the part of the Contractor, the Contractor shall not be entitled to claim
compensation for any loss or damage sustained by the Contractor by virtue of any suspension
as aforesaid notwithstanding that consequent upon such suspension the machinery, equipment
and/or labour of the Contractor or any part thereof shall be or become or be rendered idle and
notwithstanding that the Contractor shall be liable to pay salary, wages or hire charges or bear
other charges and expenses thereof.

7.2 TERMINATION

7.2.1 Termination Upon Contractor and Owner Events

7.2.1.1 Contractor Remediable Events

Each of the events described below shall be a Contractor Remediable Event:

(a) The failure of the Contractor within thirty (30) days after the Effective Date to commence
the Works as evidenced by the lack of undertaking of the activities usually and customarily
undertaken under internationally accepted construction standards and practices in connection
with the commencement of construction of projects similar to the Plant.

(b) The failure of the Contractor to achieve the Final Completion or Taking Over of the Works
without reasonable cause on or before sixty (60) days, or such other mutually agreeable date,
after the Time for Completion of the Works.

(c) After commencement of Works, a wrongful general suspension or abandonment by the

Contractor of the execution of the Works for more than seven (7) consecutive days.

(d) The breach by the Contractor of any of its other obligations under this Contract which is not
remedied within thirty (30) days after notice from the Owner to the Contractor stating that such
a breach has occurred, identifying the breach in question in reasonable detail and demanding
remedy thereof.

(e) The failure by the Contractor to make any payment under the Contract when due and
payable.

7.2.1.2 Contractor Non-Remediable Events

Each of the events set forth below shall be a Contractor Non-Remediable Event:

(a) The occurrence of any of the following events:

(i) The passing of a resolution for the bankruptcy, insolvency, winding up, liquidation or other
similar proceedings relating to the Contractor;

(ii) The appointment of a trustee, liquidator, custodian, provisional manager or similar person
in a proceeding referred to in Clause 7.2.1.2(a)(i) above, which appointment has not been set
aside or stayed within sixty (60) days of such appointment;

(iii) The making by a court having jurisdiction of an order winding up or otherwise confirming
the bankruptcy or insolvency of the Contractor, which order has not been set aside or stayed
within sixty (60) days;

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(iv) The un-enforceability, cancellation or other failure of the Mobilization Advance Guarantee,
any other Bank Guarantees or deposits in any form for the pupose of securing Contractor's
obligations under the Contract , or the bankruptcy or other proceedings of the type described
in the immediately preceding Clauses 7.2.1.2(i), (ii) and (iii) affecting the guarantor, provided
that, in either case the Contractor has not provided a replacement guarantee or bond acceptable
to the Owner within five (5) business days after the occurrence of any such event;

(v) The assignment of this Contract, other than to the guarantor of the documents described in
the immediately preceding Clause 7.2.1.2(iv), by the Contractor in violation of its terms;

(b) After a Contractor Remediable Event shall have occurred and a Remedial Notice shall have
been given by the Owner to the Contractor:

(i) In the case of a Contractor Remediable Event described in Clause 7.2.1.1(a), the failure of
the Contractor to commence execution of the Works (evidenced as provided in Clause
7.2.1.1(a)) within fifteen (15) days after receipt of the Remedial Notice;

(ii) In the case of a Contractor Remediable Event described in Clause 7.2.1.1(c), the failure of
the Contractor to resume execution of the Works within fifteen (15) days after receipt of the
Remedial Notice;

(iii) In the case of a Contractor Remediable Event described in Clause 7.2.1.1(e), the failure of
such breach to have been remedied by the Contractor within thirty (30) days after receipt of
the Remedial Notice; and

(iv) In the case of a Contractor Remediable Event described in Clause 7.2.1.1(b) or Clause
7.2.1.1(d):

(1) the failure of the Contractor to furnish the Owner with a Remedial Programme within the
time provided in Clause 7.2.1.5(b);
or
(2) the failure of the Contractor to implement such Remedial Programme with due diligence; or

(3) the manifest or demonstrated inability of the Remedial Programme so furnished to be

capable of reasonable implementation; or

(4) the manifest or demonstrated inability to remedy the Contractor Remediable Event
notwithstanding the exercise of due diligence of the Contractor in implementing the Remedial
Programme.

(c) The failure of the Final Completion Date to occur by the date that is 120 (one hundred
twenty) days, or such other mutually agreeable date, after the expiry of the Time for Completion
or
(d) The failure of any breach described in Section 7.2.1.1(d) to have been remedied within thirty
(30) days after receipt of a Remedial Notice in respect thereof.

7.2.1.3 Owner Remediable Event

Each of the events described below shall be a Owner Remediable Event:

(a) The failure by the Owner to make any payment under the Contract when due and payable
to the Contractor.

(b) The breach by the Owner of any of its other obligations under this Contract which is not

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remedied within thirty (30) days after notice from the Contractor to the Owner stating that
such a breach has occurred, identifying the breach in question in reasonable detail and
demanding remedy thereof.

7.2.1.4 Owner Non-Remediable Event

Each of the events set forth below shall be a Owner Non-Remediable Event:

(a) The occurrence of any of the following events:

(i) The passing of a resolution for the bankruptcy, insolvency, winding up, liquidation or other
similar proceedings relating to the Owner;

(ii) The appointment of a trustee, liquidator, custodian, provisional manager or similar person
in a proceeding referred to in Clause (i) above, which appointment has not been set aside or
stayed within sixty (60) days of such appointment;

(iii) The making by a court having jurisdiction of an order winding up or otherwise confirming
the bankruptcy or insolvency of the Owner, which order has not been set aside or stayed within
sixty (60) days;

(b) The occurrence of any of the following events after a Owner Remediable Event shall have
occurred and a Remedial Notice shall have been given by the Contractor to the Owner:

(i) In the case of a Owner Remediable Event described in Clause 7.2.1.3(a), the failure of the
Owner to make such payment within thirty (30) days after receipt of the Remedial Notice; and

(ii) In the case of a Owner Remediable Event described in Clause 7.2..1.3(b):

(1) The failure of the Owner to furnish the Contractor with a Remedial Programme within the
time provided in Clause 7.2.1.5(b); or

(2) The failure of the Owner to implement such Remedial Programme with due diligence; or

(3) The manifest or demonstrated inability of the Remedial Programme so furnished to be

capable of reasonable implementation; or

(4) The manifest or demonstrated inability to remedy the Owner Remediable Event
notwithstanding the exercise of due diligence in implementing the Remedial Programme,
provided, however, that the foregoing shall not be considered to be a Owner Non-Remediable
Event in the case of Clause 7.2.1.3(b) if, subject to Clause 7.2.1.4(d), the breach in question
shall have been remedied.

(d) The failure of any breach described in Clause 7.2..1.3(b) to have been remedied within thirty
(30) days after receipt of a Remedial Notice in respect thereof.

7.2.1.5 Remedial Procedures

Upon the occurrence of a Contractor Remediable Event or a Owner Remediable Event, the
following procedures shall be strictly followed by the Parties:

(a) The Owner may give notice to the Contractor of a Contractor Remediable Event and the
Contractor may give notice to the Owner of a Owner Remediable Event (a "Remedial Notice").

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(b) Upon the Contractor's receipt of a Remedial Notice notifying the Contractor of a Contractor
Remediable Event described in Clauses 7.2.1.1(b) or 7.2.1.1(d) and upon the Owner's receipt
of a Remedial Notice notifying the Owner of a Owner Remediable Event described in Clause
7.2.1.3(b), the Party receiving the Remedial Notice shall prepare and furnish to the other Party
as promptly as practicable, and in any event within fifteen (15) days, a detailed programme
(the "Remedial Programme") for the remedying of the Remediable Event giving rise to such
Remedial Notice.

7.2.1.6 Termination Upon Contractor or Owner Non-Remediable Event

Upon the determination that a Contractor Non-Remediable Event or a Owner Non-Remediable

Event has occurred, the following procedure shall apply:

(a) The Party which is not the subject of such event may give a notice (the "Termination Notice")
to the other Party, specifying in reasonable detail the Contractor Non-Remediable Event or the
Owner Non-Remediable Event, as the case may be, giving rise to such Termination Notice, and
the date on which the Party giving such Termination Notice proposes to terminate this Contract,
which date shall not be less than thirty (30) days after the date of such notice;

(b) During the period of thirty (30) days (or such longer period set forth in the Termination
Notice or as the Parties may agree) following the giving of such Termination Notice, the Parties
shall consult as to what steps shall be taken with a view to mitigating or remedying the
consequences of the relevant event having regard to all the circumstances;

(c) If the Party receiving the Termination Notice intends to raise a dispute regarding the right
to give effect to the Termination Notice, such Party shall within fifteen (15) days of receipt of
the Termination Notice so inform the Party giving the Termination Notice.

(d) At the expiry of the period referred to in Clause 7.2.1.6(b) and unless:

(i) The Parties shall have otherwise agreed; or

(ii) The event giving rise to the Termination Notice shall have been remedied; or
the Party having given the Termination Notice may terminate the Contract by giving written
notice thereof to the other Party, whereupon the Contract shall terminate on the date specified
for termination in such notice or such later date as the Parties shall have agreed and Clause
7.2.4 shall apply.

7.2.3 Termination Other Than Upon Contractor Non-Remediable Events or Owner Non-
Remediable Events

7.2.3.1 Termination in the Event of Certain Events of Force Majeure

If:
(i) Any event of Force Majeure prevents, or the Contractor and the Owner agree that such an
event of Force Majeure will prevent, the Contractor from executing the Works for a continuous
period of more than 70 days or an aggregated period of 140 days:
or
(ii) An event of Force Majeure shall have occurred and the Parties shall have followed the
procedures described in Clause 10 and the Parties do not agree on an adjustment of Contract
Price,

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in the case of (i), either Party, or in the case of (ii), the Owner, may terminate the Contract
upon ninety (90) days prior written notice to the other Party.

7.2.3.2 Termination for Convenience and Prolonged Suspension

The Owner may terminate the Contract for its convenience at any time by providing not less
than 90 (ninety) days' prior written notice thereof to the Contractor. Also, in the event, the
whole of the Works remains suspended for more than three months for reasons mentioned in
item (ii) & (iii) in Sub-Clause 7.1.1 , the Contractor may after notifying the Owner not less than
30 days in advance, terminate the Contract. Upon receipt of such notice from the Owner
or such decision by the Contractor on account of prolonged suspension, the Contractor shall,
unless the notice directs otherwise, (i) discontinue the Works in an orderly and organized
manner on the date and to the extent specified in such notice and (ii) place no further orders
or subcontracts for the Works.

7.2.3.3 Termination on Contractor’s Death

If the Contractor is an individual or a proprietary concern and the individual or the proprietor
dies and if the Contractor is a partnership concern and one of the partners dies, then unless the
Owner is satisfied that the legal representatives of the individual Contractor or of the proprietor
of the proprietary concern and in the case of partnership, the surviving partners, are capable of
carrying out and completing the Contract, the Owner shall be entitled to cancel the Contract as
to its incomplete part. The decision of the Owner that the legal representatives of the deceased
Contractor or the surviving partners of the Contractor's firm cannot carry out and complete the
Contract shall be final and binding on the parties.

7.2.4 Consequences of Termination

7.2.4.1 (a) In the event of termination of this Contract pursuant to Clause 7.2.1.6 due to a
Contractor Non-Remediable Event, as soon as practicable after the Owner has given written
notice referred to in the last paragraph of Clause 7.2.1.6 to terminate the Contract to the
Contractor, the Engineer-in-charge shall, by or after reference to the Parties and after making
such enquiries as it thinks fit, value the Works and all the sums then due to the Contractor as
at the date of termination and make determination in accordance with the principles of Clause
5.5 and certify the amount thereof. The amount so certified is herein called "the Termination
Value".

If completion of the Works is reasonably practicable, the Owner shall not be liable to make any
further payment to the Contractor until the Cost of completing the Works and all other costs
(including without limitation profits payable to any replacement contractor retained to complete
the Works and any increase in interest accruing during construction) actually incurred and losses
sustained (subject to Clause by the Owner in completing the Works substantially in the manner
as envisaged hereunder and all other sums to which the Owner is entitled under or by virtue of
the Contract have been reasonably ascertained and the amount thereof certified by the
Engineer-in-charge. If the amount so certified when added to the total amount already paid to
the Contractor (such aggregate amount being hereinafter called "the Cost of Completion") as
at the date of termination exceeds the total amount which the Engineer-in-charge certifies
would have been payable under the Contract to the Contractor for the execution of the Works
(provided that completion would have been practicable) ("the Notional Contract Price"), the
Engineer-in-charge shall certify each excess and the Contractor shall upon demand pay to the
Owner the amount of such excess. Any such excess shall be deemed a debt due by the
Contractor to the Owner and shall be recoverable accordingly by the Owner with no deduction

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or set off whatsoever. If there is no such excess the Contractor shall be entitled to be paid the
lower of:

(1) The Termination Value less the total of all payments received by the Contractor as at the
date of termination less the Contactor's any other liability less any adjustments in the value of
the Works at the date of the termination of the Contract, or

(2) the Notional Contract Price less the Cost of Completion less the Contractor's liability in
respect of liquidated damages at the date of the termination of the Contract.

In the event of termination of this Contract pursuant to Clause 7.2.1.6 due to a Contractor Non-
Remediable Event and if such termination renders the Works no longer feasible then the Owner
shall have the right to reject and return the Works to the Contractor, and recover from the
Contractor (a) all sums paid to the Contractor and (b) subject to provisions of Clause 10.1
entitled "Limitation of Liability" hereof all other costs occasioned or incurred by the Owner as a
direct result of such termination. (b) In the event of termination of the Contract pursuant to
Clause 7.2.1.6 due to a Owner Non-Remediable Event or pursuant to Clauses 7.2.2.1 and
7.2.2.2, the Engineer-in-charge shall certify, and the Owner shall pay to the Contractor the sum
of (a) the Contract Value of the Works performed by the Contractor through the date on which
the notice of such termination is received by the Contractor, and (b) all other costs occasioned
or incurred by the Contractor as a direct result of such termination, less the cumulative total of
amounts previously certified and paid under the Contract.

Provided that if the Contract is terminated pursuant to clause 7.2.1.6 or 7.2.2.1 or 7.2.2.2, then,
in no circumstances, shall the total amount received by the Contractor under the Contract
exceed the Contract Price as adjusted in accordance with these Conditions.

7.2.4.2 Plant, Materials and Goods

Upon payment, except in the case of the Contractor's default where such transfer shall be made
irrespective of the time of payment, the Contractor shall transfer to the Owner, upon request
free from and clear of all liens and encumbrances, all of the Owner right, title and interest in
the Plant, insofar as they are part of or used in the Plant, including and without limitation;

(i) all plant, materials and goods delivered to the site as well as all consumables and spare
parts;

(ii) all intangible personal property, including patents, patent licences, patent applications,
tradenames, trademarks, trademark registrations and applications therefor, trade secrets,
copyrights and any other intellectual property rights (subject to the confidentiality provisions of
the Contract);

(iii) computerised and non-computerised records, reports, data, files and information;
(iv) all drawings, test results, and documents required to be provided by the Contractor under
the Contract;

(v) all warranties of equipment, materials and work;

(vi) all contract rights and insurance policies;

(vii) all work in progress under contracts with vendors, suppliers, contractors and
subcontractors; and

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 (viii) all rights with respect to any insurance proceeds payable to or for the account of the
Contractor, but unpaid at the date of termination of the Contract, in respect of the Contractor's
right, title and interest in the Works to the extent the loss/damage has not been repaired or
replaced.

7.2.4.3 In the event of termination on account of the Contractor’s death, the Owner shall not
be liable in any way to payment of any compensation to the estate of the deceased Contractor
and/or to the surviving partners of the Contractor's firm on account of the cancellation of the
Contract. In the event of such cancellation the Owner shall not hold the estate of the deceased
Contractor and/or the surviving partners of the Contractor's firm liable for damages for not
completing the Contract.

7.2.5 Survival

The provisions of this Clause 7.3 shall survive the termination of the Contract.

7.2.6 Other Rights and Remedies

Upon the breach by either Party hereto of any covenant or warranty hereunder, the Party
damaged by any such default or breach may, in its sole discretion, in addition to exercising any
other remedies provided for hereunder, refer the dispute to arbitration to protect and enforce
its rights, to recover any damages to which it may be entitled (including all costs and expenses
reasonably incurred in the exercise of its remedy) or to seek specific performance by the other
Party of such other Party's obligations under the Contract.

7.2 VARIATIONS

7.3.1 Meaning of Variations

The Owner may, from time to time and at any time, request
changes. Changes requested by the Owner may include (but need not be
limited to) adding, deleting or modifying relevant portions of the Contract, the
Works, the Plant, the Progress Schedule, the Payment Schedule, or the
method of performing the Works, including suspending, accelerating or
terminating the Works or portions thereof. Any request by the Owner for a
change shall be in writing and shall be sufficiently definite and detailed to give
the Contractor an adequate basis on which to prepare a Preliminary Variation
pursuant to Clause 7.3.2.

The Contractor may from time to time and at any time suggest a change to
the Owner. Any such suggestion shall be made in writing and shall include
the reason for the request and such associated information and data
(including drawings, plans, charts, specifications, patterns, samples or
calculations) as may reasonably be required to support the suggested
change. Upon review of such suggestion the Owner may, at its sole discretion
and without any obligation or liability to the Contractor, either reject such
change or request the Contractor to prepare a Preliminary Variation in
accordance with Clause 7.3.2 with respect to all or a portion of such
change. In addition, if the Contractor reasonably believes that an instruction
received from the Owner or the Engineer-in-charge constitutes a change in

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the scope of the Works, then within 14 (fourteen) days from date of receipt
of such instruction, the Contractor shall deliver to the Owner a request for
change ("Request for Variation"). The Owner shall within 14 (fourteen) days
of receipt of such Request for Variation (i) request the Contractor to prepare
a Preliminary Variation in accordance with Clause 7.3.2 or (ii) deny the
Contractor's Request for Variation or (iii) withdraw such instruction. If the
Owner denies the Contractor's Request for Variation or if the Owner fails to
respond within 14 (fourteen) days, either the Contractor or the Owner may
commence procedure under clause 11.7, subject always to Clause
7.3.4. However the Parties also agree that the Contractor shall be entitled to
a Variation if the need for such a Variation is due to any the Owner caused
delay.

7.3.2 Owner's Instructions to Vary

Upon receipt of the Owner's request for a change or for a Preliminary

Variation, the Contractor shall prepare a Preliminary Variation and furnish it
to the Owner within 14 days or any other period agreed by both Parties
following receipt of the Owner's request. If the Contractor has objections or
reservations, or is of the opinion that any such change is likely to prevent or
prejudice the Contractor from fulfilling any of its obligations under the
Contract, it shall notify the Owner thereof at the time of its furnishing
of Preliminary Variation. The Contractor also shall notify the Owner if, in the
Contractor's opinion, the change will involve an addition to or deduction from
the Contract Price, or any extension of the Time for Completion and if so, give
its quotation of the amount thereof and/or estimate of the length of extension
of time may, from time to time and at any time, request changes. Changes
requested by the Owner may include (but need not be limited to) adding,
deleting or modifying relevant portions of the Contract, the Works, the Plant,
the Progress Schedule, the Payment Schedule, or the method of performing
the Works, including suspending, accelerating or terminating the Works or
portions thereof. Any request by the Owner for a change shall be in writing
and shall be sufficiently definite and detailed to give the Contractor an
adequate basis on which to prepare a Preliminary Variation pursuant to Clause
7.3.2.

The Contractor may also suggest minor changes, which do not affect the
Contract Price, the Progress Schedule, performance of the Plant, or
operational efficiency or maintenance and repair costs of the Plant. Such
changes are effective only upon written approval by the Owner that is clearly
designated "Approval of Minor Change". The Owner shall not unreasonably
withhold its approval of such minor changes.

7.3.3 Valuation of Variations

Before either Party acts on a Preliminary Variation, the Parties shall have
executed a written Variation (which may be the Preliminary Variation signed
by both Parties) incorporating the changes in question and providing for any
change in the Progress Schedule or other dates for completion or delivery,
any increase or reduction in the Contract Price and any change in the scope
of work, the Contractor's standards of performance or warranties, the
technical soundness of the Works or other provisions of the Contract. Any

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adjustment of the Contract Price shall take into account, among other things,
any elimination or avoidance of work to be performed resulting from the
changes in the scope of work and from assistance given by the Owner. Each
Variation shall, if appropriate, also include any necessary consequential
changes to the Payment Schedule in order to allocate such change equitably
over the remaining instalments for payment of the Contract Price. Execution
of a Variation shall indicate each Party's full, final and unconditional
agreement with the matters prescribed in such Variation.

7.3.4 Disputed Variations

If the Owner and the Contractor fail to agree on a proposed change, or on

whether an action requested by the Owner is within the scope of work or
should be the subject of a Variation, or on the effects of a change upon the
Contract Price, the Programme or any of the other matters referred to in
Clause 7.3.3 and the requesting Party does not withdraw its request, the
Owner may nevertheless require the Contractor to perform any change
requested by the Owner pending resolution of the dispute by delivering to the
Contractor a Variation signed by the Owner and agreeing to pay any
undisputed amounts of the Contract Price in connection therewith, unless the
aggregate adjustment of the Contract Price in dispute with respect to such
change and all other prior changes to the extent then in dispute would exceed
Rs. 1,00,00,000 (Rs. One crore Only) in the aggregate in which event the
Contractor shall be obliged to proceed with the performance of the disputed
obligations only after the resolution of the dispute or may direct the Contractor
to perform such other action pending resolution of the dispute. The
Contractor's performance of the change or other action as so directed shall
not prejudice either Party's position regarding the effects of such change or
other action. Where the Contractor is instructed to proceed with a Variation
pending resolution of the dispute, the Contractor shall keep contemporary
records of the Cost of making the changes and of time expended
thereon. Such records shall be open to inspection by the Owner at all
reasonable times.

7.3.5 Exceptions

In addition to minor changes under Clause 7.3.2 (but without limiting Clause
7.3.6), the following shall not be considered under any circumstances as
changes, or of themselves be considered the basis for any adjustment of the
Contract Price:

(a) any escalation in the cost of the Works or material or Construction

Equipment or labour;
(b) escalation in the cost of labour or other increase in manpower hourly rates;
(c) currency fluctuations in respect of costs included within the Contract Price;
(d) any costs incurred by the Contractor in providing design, engineering,
procurement, construction, startup, testing and commissioning services and
all Plant and materials (and components thereof) and Construction
Equipment, and any other additional items not specifically described in the
Contract if (i) it reasonably may be inferred in accordance with the Contract

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and the standards employed by leading international contractors in the
construction industry (including without limitation considerations and factors
specific to the location and size of the Plant) that the providing of such
additional items was intended as part of the scope of work or (ii) the providing
of such additional items is necessary in order for the Contractor to satisfy its
obligations under the Contract; and
(e) any additional costs incurred by the Contractor by reason of any instruction
which has arisen due to or is necessitated by and/or any changes intended to
cure any default of and/or breach of Contract by the Contractor.

7.3.6 Notice and Confirmation of Variations

Notwithstanding any other provision to the contrary set forth in this Contract,
the Contractor shall not be entitled to any adjustments in the Contract Price
unless each such adjustment shall have been approved pursuant to a Variation
under this Clause 7.3. Should any circumstance arise under this Contract
providing the Contractor with an express right to adjust or request adjustment
of the Contract Price, the Contractor shall request a Variation in accordance
with this Clause. The Contractor shall not be entitled to a Variation in respect
of any event or circumstance to which the provisions of this Clause apply
unless it shall have complied strictly with the terms hereof, and in default of
strict compliance, the Contractor shall be deemed to have waived all rights,
claims and damages to which it might otherwise have become entitled
pursuant to the Conditions or as a result of any breach of duty by the Owner
or the Engineer-in-charge. For the avoidance of doubt, the provision of the
Request for Variation and Preliminary Variation by the Contractor within the
respective periods required under this Clause shall be a condition precedent
to the Contractor's entitlement to Variation

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 SECTION VIII

MEASUREMENTS, BILLING AND PAYMENTS

8.1 Final Measurements

8.1.1 Within 15 (fifteen) days from the date of Taking Over in respect of the Works or any portion,
section, group or job site, as the case may be, the Contractor shall cause to be jointly taken
with the Engineer-in-Charge, final measurements as herein provided for the Works covered by
such Taking Over.

8.1.2 If the Contractor fails to apply to the Engineer-in-Charge for final measurements within 15
(fifteen) days from the date of relative final tests as specified in Clause 8.1.1 hereof, the
Engineer-in-Charge may, of his own initiative, notify the Contractor in writing of the date(s) for
final measurements. The Contractor shall be bound to present himself for the measurements
on date(s) so notified, failing which the provision of Clause 6.1.4.0 hereof shall apply.

8.2 Mode Of Measurement

8.2.1 All measurements shall be in the metric system, and except where expressly indicated to the
contrary in the Schedule of Rates or other Contract Documents, all measurements shall be taken
in accordance with the procedures set forth in the Schedule of Rates, Specifications and other
Contract Documents, notwithstanding any provision(s) in the relative standard method of
measurement or any other general or local custom to the contrary.

8.2.2 In the event of the mode of measurement being not provided for by the Contract Documents
in respect of any item of the work, such item of work shall be measured in accordance with
the Indian Standard Specification No.1200 (latest edition) and such other Indian Standard
Specifications as may be applicable, and in the event of such item not being covered by the
said Indian Standard Specifications, shall be measured in accordance with the method of
measurement in this behalf determined by the Engineer-in-Charge, whose decision shall be
final and binding upon the Contractor.

8.2.3 All measurements shall be taken jointly by the Engineer-in-Charge or his representative on the
one hand and the Contractor's Representative on the other hand and the Contractor's
Representative shall be bound to present himself or his authorized representative whenever so
required by the Engineer-in-Charge, and shall remain present throughout the time required for
joint measurements.

8.2.4. If the Contractor's Representative absents himself for any reason whatsoever on any date
appointed for joint measurements, the joint measurements shall be taken by the Engineer-in-

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 Charge in the absence of the Contractor and the measurements signed by the Engineer-in-
Charge, shall be final and binding upon the Contractor.

8.2.5 Measurements shall be signed and dated on each page by the Contractor's Representative and
Engineer-in-Charge. If the Contractor objects to any of the measurements recorded, including
the mode of measurement, such objection shall be noted in the Measurement Book against the
item objected to and such note shall be signed by the Contractor's Representative andthe
Engineer-in-Charge. In the absence of any noted objection as aforesaid, the Contractor shall
be deemed to have accepted the relative measurements as entered in the Measurement
Book/Sheets and shall be barred from raising any objection in respect of any measurements
recorded in the Measurement Book.

8.2.6 All measurements relative to which any objections have been noted in the Measurement Book
shall be submitted to the Engineer-in-Charge for his determination in accordance with Clause

8.2.7 The Owner and the Contractor shall each bear the costs of their respective personnel involved
in any measurement. The Contractor shall exclusively bear costs of any marine vessel, third
party personnel and / or experts and/or equipment (including specialized equipments) required
or employed in or for any measurements to be conducted.

8.3 Final Bill

8.3.1 On the basis of the Final Measurements entered in the Measurement Books/Sheets (the
measurements decided by the Engineer-in-Charge upon any objection and/or mode of
measurement decided by the Engineer-in-Charge upon any objection being the measurement
to be adopted in such event), the Contractor shall prepare and submit to the Engineerin-charge
a Final Bill in the prescribed form with reference to the total work covered by the Contract. Such
Bill is to be drawn up by applying the applicable rate(s) specified in the Schedule of Rates to
the relative measured quantity (ies). Final Bill shall also include the reconciliation or accounting
of all materials supplied by or on behalf of the Owner as free issue material or otherwise.

8.3.2 If there is any difference or disputes between the Contractor and the Owner as to the item(s)
of the Schedule of Rates applicable to any particular supply, work or operation, the the Engineer-
in-charge shall make his determination on the applicable item(s) of the Schedule of Rates. n
the Contractor. If the Engineer-in-Charge shall be of the opinion that the disputed supply, work
or operation is not covered by any item in the Schedule of Rates or by any other rate fixed
pursuant to the provisions hereof, the Engineer-in-charge shall consider this as Variation and
determine the applicable rate(s) accordingly.

8.3.3 If the Contractor has already prepared the Final Bill, the Contractor shall amend the Final Bill
to apply the applicable item(s) of the Schedule of Rates and/or rate(s) as determined by the
Engineer-in-charge and if the Contractor has not prepared the Final Bill, shall prepare the Final
Bill accordingly.

8.3.4 The Final Bill shall, in addition to the payment entitlements arrived at according to the provisions
of Clause 8.1, 8.2 and 8.3 hereof and associated clauses above, include in a separate statement
annexed thereto the any outstanding claims of the Contractor as provided for in Clause 8.4.1
hereof.

8.3.5 The Final Bill drawn in accordance with the provisions hereof shall be submitted to the
Engineer-in-charge for certification in quintuplicate (or in such other number of copies as may
be prescribed), accompanied by the Taking Over Certificate relating to the works.

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8.3.6 The Engineer-in-Charge shall within 30 days of the receipt of the Final Bill drawn in accordance
with the provisions hereof proceed to check, correct and certify the Final Bill and shall forward
the corrected and certified Final Bill to the Owner for scrutiny and payment together with the
Taking Over Certificate, and shall send to the Contractor for his information a copy of the Final
Bill as corrected and certified.

8.3.7 All monies payable under the Contract shall become due to the Contractor only after submission
to the Owner of the certified Final Bill accompanied by the Taking Over Certificate in respect of
the works.

8.3.8 Payment of the amount(s) due on the certified Final Bill to the extent admitted by the Owner
shall be made within 90 (ninety) days from the date of its certification by the Engineer-
incharge.

8.3.9 The payment to the Contractor on the Final Bill shall be subject to deduction of retention
money(ies), balance security deposits and other claims, if any, as well as income tax as provided
under section 194-C of the Income Tax Act and such other taxes and deductions as provided
for under any law, rule or regulation having the force of law for the time being applicable
(including any hold ups directed or necessitated by Court Orders or Orders of any Tribunal or
other statutory authority and/or of the Vigilance Commission).

8.4 Claims In Final Bill

8.4.1 The Owner may authorize the Engineer-in-charge and/or any other person(s) to commence a
dialogue with the Contractor for arriving at a settlement of any outstanding claims of the
Contractor annexed to the Final Bill as provided in Clause 8.3.4 hereof.

8.4.2 If a settlement is negotiated with the Contractor in respect of such claims and such settlement
is approved by the Owner, the Contractor shall submit a supplementary Final Bill
(“Supplementary Final Bill “) to the Owner drawn in terms of the said settlement, and the
provisions of Clause 8.2.3.1 and associated clauses there under shall mutatis mutandis apply to
such Supplementary Final Bill.

8.4.3 Payment of the amount due on the Supplementary Final Bill to the extent admitted by the Owner
shall be made within 90 (ninety) days from the date of its certification by the Engineer-in-
Charge.

8.5 Schedule Of Rates

8.5.1 The amount payable determined due to the Contractor under the provision of Clause 8.4.2 hereof
shall constitute the entirety of the dues payable and entitlement of the Contractor in respect of
the Work(s) under the Contract, and no further or other payment whatsoever shall be or become
due or payable to the Contractor under the Contract.

8.5.2 Without prejudice to the generality of the provisions of Clause 8.5.1 hereof, the Schedule of
Rates shall be deemed to include and cover:

(i) All costs, expenses, outgoings and liabilities of every nature and description whatsoever
and all risks and delays whatsoever (foreseen or unforeseen) to be taken or which may
occur in or relative to the execution, completion, testing and/or handing over the work
to the Owner and/or in or relative to acquisition, loading, unloading, transportation,
storing, working upon, using, converting, fabricating, erecting any item, equipment,
material or component in or relative to the works whether or not such risks and delays
are attributable to any act or omission of the Owner or of the Contractor or of any third

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 party and the Contractor shall be deemed to have known the nature, scope, magnitude
and the extent of the works and items, materials, utilities, consumables, equipment, and
components and work, labour and services required for the proper and complete
execution of the works though the Contract Documents may not fully and precisely set
out, describe or specify them; and the generality hereof shall not be deemed to be
anywise limited, restricted or abridged because in certain cases, the Contract Documents
or any of them shall or may and/or in other cases, they shall or may not expressly state
that the Contractor shall do or perform any particular work, labour or service or because
in certain cases, the Contract Documents state a particular work, operation, supply,
labour or service shall be performed/made by the Contractor at his own cost or without
additional payment, compensation or charge or without entitlement of claim against the
Owner or words to similar effect, and in other cases, they do not do so or because in
cases it is stated that the same are included in or covered by the Schedule of Rates and
in other cases, it is not so stated and the Contractor hereby waives any and all contrary
rights;

(ii) The cost of all Construction Equipment, supply of water and power, construction of
temporary roads and access, Temporary Works and facilities, pumps, wiring, pipes,
scaffolding, shuttering, and other materials, supervision, labour, insurances, fuel, stores,
spares, supplies, appliances and other materials, items, articles and things whatsoever
(foreseen or unforeseen) to be supplied, provided or arranged by the Contractor in or
relative to or in connection with the performance and/or execution of each item specified
in the Schedule of Rates and any related or incidental works or operations by expression
or implication involved therein or incidental thereto, complete in every aspect in
accordance with Contract Documents, and the plan(s), drawing(s), design(s), order(s)
and/or instruction(s).

(iii) The cost of royalties, licence fees, charges, duties, penalties, levies and damages
whatsoever payable for or in respect of any protected or patented goods, materials,
equipment or processes employed in or relative to the Works and all rents, royalties,
licence fees and any other fee, duty, penalty, levy, loss or damage payable on the
excavation, removal or transportation of any material or acquisition or use of any
right of way or other rights, licences, permits, privileges or usages required for or relative
to the performance of the Works;

(iv) Customs duties, Goods and Sales Tax on sale or purchase or turnover or on
Works Contract or otherwise and other direct and indirect taxes, quay and port dues or
charges and all other duties, taxes, fees, charges, levies, octroi and/or cesses
whatsoever imposed by the Central Government or State Government or Municipal or
Local Bodies and other Authorities whatsoever payable on any materials and/or works
imported, exported, transported, supplied or performed (including materials incorporate
in the works or brought to site for the performance of the work) without any entitlement
to the Contractor for any exemption, remission, refund or reduction thereof.

(iv) The cost of all indemnities to the Owner and insurance premia on insurance required in
terms of the Contract Documents under any law, rule or regulation, or otherwise taken
out by the Contractor and the cost of all risks whatsoever (foreseen or unforeseen)
including but not limited to risks and costs of delay, Owner’s hold up, extended stay, idle
personnel or equipment or extension of time or reduction or increase in the work or
scope of work and/or cancellation of Contract and/or accidents, strike, civil commotion,
war, labour trouble, third party breach, fire, lightning, inclement weather, storm,
tempest,flood, earthquake and other acts of God, Government regulation or imposition
or restriction, dislocation of road, rail and other transport, access or facilities, flooding

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 of site and/or access roads or approaches thereto, suspension of work, sabotage and
other cause whatsoever.

(vi) The cost of all material supplied to the Owner for incorporation in the works delivered
to the job site and stacked as instructed by the Engineer-in-Charge including (but not
limited to) loading, transportation and unloading thereof, waste or materials and returns
and disposal of waste and/ or empties; and

(vii) All supervision charges, establishment overheads, finance charges and other costs and
expenses of and charges to the Contractor, and Contractor's profit of and relative to the
work.

8.5.3 The rates stated in the Schedule of Rates shall not be subject to escalation or increase on any
account whatsoever, other than new taxes, duties, levies and charges imposed by the Central
or the State Government subsequent to the submission of the Tender.

8.6. On Account Payments And Advances:

8.6.1 Without prejudice to the provision of Clause 8.3.7 hereof, the Owner may at its discretion by way
of assistance to the Contractor, make 'on account' payments to the Contractor, during the
progress of the work on the basis of Running Account Bills as hereinafter more specifically
mentioned.

8.6.2 Monthly or otherwise as the Engineer-in-Charge may specify in this behalf, the Contractor shall
make a quantitative assessment of the work performed by Contractor at each job site during
the preceding month or other specified period and submit a Running Account Bill (in the form
prescribed by the Owner) in quintuplicate to the Engineer-in-Charge of the work during the said
month/period with detailed measurements thereof, the said Running Account Bill(s), to be
drawn by applying unit quantities measured to the applicable item(s) in the Schedule of Rates.
The Engineer-in-Charge shall thereafter have summary verification undertaken of the work and
quantities entered in the Running Account Bill(s), and shall certify the Running Account Bill(s)
for payment on basis of such verification, with a view that barring the existence of any
circumstances which in the opinion of the Engineer-in-Charge would justify that the payment
be not made, an on account payment of the amount certified against the Running Account Bill
shall be made to the Contractor within 30 (thirty) days of the Engineer-in-Charge receiving the
Running Account Bill.

8.6.3 Running Account Bills as specified in Clause 8.6.1 hereof may be drawn by the Contractor every
alternate month, and an ad hoc payment made by the Owner in respect of the intervening
month for the amount certified by the Engineer-in-Charge on the basis of a summary
assessment made by the Engineer-in-Charge of the value performed by the Contractor during
the intervening month, such ad hoc payment(s) to be deducted from the amount(s) certified by
the Engineer-in-Charge as payable on the Running Account Bill(s) thereafter following.

8.6.4 Where the Contract stipulates a lump sum as payable for the Works or where a lump sum rate
is stipulated in the Schedule of Rate(s) or otherwise in respect of any particular work or part
thereof and the Works are not, at any intervening stage, capable of measurement, the Running
Account Bill to be prepared by the Contractor according to the provisions of Clause 8.6.1 hereof
shall be prepared on the basis of a value assessment of such work as certified by the Engineer-
in-charge, as percentage of the entire work or item of work for which the lump sum rate is
stipulated.

8.6.5 No Running Account Bill(s) shall be made and/or certified for a total value of less than
Rs.50,00,000/- (Rupees fifty lakhs only) unless otherwise expressly agreed.

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 8.6.6 All on account payments shall be subject to deductions there from of all dues to the Owner,
retention monies and other deductions provided for in the Contract, and taxes and other
monies deductible within the provisions of Section 194-C of the Income Tax Act or any other
law, rule or regulation for the time being in force.

8.6.7 All on account payments shall be regarded merely as advance payments against the amount
which will become due to the Contractor in terms of the Contract, and any such payments
shall be without prejudice to the full rights of the Owner under the Contract and to the
liabilities of the Contractor there under, and specifically shall not be regarded as an
acceptance or completion of any Work(s) paid for in terms of any Running Account Bill or
otherwise, notwithstanding any verification or certification by the Engineer-in-Charge in
respect thereof.

8.6.8 The Schedule of Rate item(s) applied by the Contractor in respect of any work in his Running
Account Bill(s) and the acceptance thereof by the Engineer-in-Charge while verifying and
certifying the Bill for payment in respect of such work or otherwise in certifying any payment
within the provisions aforesaid shall not be deemed to be binding upon the Owner as
determining the applicable Schedule of Rate item(s) and shall be without prejudice to the rights
of the Owner within the provisions of Clause 8.3.2 hereof.

8.6.9 Unless or until an extension of time has been granted by the Engineer-in-charge under Clause
............ hereof, on account payments made under Running Account Bills raised by the
Contractor for the works executed after the expiry of the date of Handing Over of the works
under the Approved Progress schedule, shall be subject to provisional withholding of an amount
towards adjustment by way of discount in the price calculated as per provisions of Clause 4.10
hereof. The amount so withheld shall be adjusted towards the Price Adjustment (if any) finally
determined after completion of the Works, without prejudice to the Owner’s right to recover
from the Contractor any shortfall between the Price Adjustment finally determined and the
amount provisionally withheld. Any excess amount provisionally withheld in excess of Price
Adjustment finally determined shall upon such determination be paid to the Contractor. As an
alternative, the Contractor shall have an option to provide a Bank guarantee from a scheduled
bank and in a format acceptable to the Owner for a sum equal to 5% (Five percent) of the
Contract Price shall be available for recovery of the Price Adjustment finally determined after
completion of the Works. This Bank guarantee shall be in addition to any other guarantee to be
provided by the Contractor and shall be valid for a period of not less than 12 (twelve) months
from the date of actual Taking Over of the Works.

8.7 Mobilization Advance

8.7.1 In Contracts of a Total Contract Value of Rs. 5 crore (Rupees five crore only) and above, the Contractor
may be allowed a Mobilization advance for an amount equivalent to up to 10% (ten per cent) of the
Contract Price (to be released in two or more equal instalments as the Owner may determine), subject
to the fulfilment of the following conditions:

a)The Contractor shall have signed and sent back a copy (or copies if so required) of the Acceptance
of Tender issued by the Owner in token of unqualified acceptancem thereof.

b) The Contractor shall have furnished the Initial Security Deposit as stipulated in Clause 4.6 and
associated clauses hereof.

c) The Contractor shall have executed the formal contract in terms of the Form of Contract.

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 d) The Contractor shall have made a formal application for the release of the Mobilization Advance and
shall have furnished a Bank Guarantee to cover the Mobilization Advance and a sum equivalent to 10%
(ten per cent) thereof from a Scheduled Bank in India acceptable to the Owner and in a format approved
by the Owner.

e) The outstanding balance of the Mobilization Advance shall carry interest at 1% (one percent) above
the State Bank of India declared rate for cash credit advances prevailing on the date of opening of Price
Tenders;

f) Without prejudice to any other mode of recovery available to the Owner, the Mobilization Advance,
together with interest thereon calculated on the reducing balance, may be recovered at the rate of
10% (ten per cent) of the gross amount certified against each Running Account Bill, till the advance,
together with the interest accrued thereon, is recovered in full. The unrecovered balance if any and
interest may be recovered from the Final Bill of the Contractor and/or from any other amount due to
the Contractor under any other contract or otherwise.

g) All recoveries shall first be apportioned and appropriated to interest and then to the principal.

h) (i) If the Owner is satisfied that 25% (twenty five per cent) of the Mobilization Advance and interest
accrued till then on the Mobilization Advance has been repaid to or recovered by the Owner, the Owner
may on the application of the Contractor, if the Bank Guarantee submitted by the Contractor covers
and secures only the Mobilization Advance, permit the Contractor to substitute the Bank Guarantee by
a Bank Guarantee in a format approved by the Owner from a Scheduled Bank in India acceptable to
the Owner for an amount reduced by 25% (twenty five per cent). (ii) The provisions of paragraph (i)
hereof above, shall mutatis mutandis apply to the Owner's satisfaction that the Contractor has repaid
50% (fifty per cent) and/or 75% (seventy five per cent), as the case may be, of the Mobilization
Advance, and interest up to then accrued till then on the Mobilization Advance.

i) Any Bank Guarantee furnished to secure the Mobilization Advance shall be valid, in them first instance,
for a period of 3 (three) months beyond the Scheduled period of Mechanical Completion of all the
Works under the Contract or for Works not including Mechanical Completion or installation, erection
and Commissioning, for a period of 3 (three) months beyond the Scheduled date of Taking Over. The
Contractor shall prior to the expiry of any period for which a Bank Guarantee is valid, at the request of
the Owner, suitably extend the validity of the Bank Guarantee(s) for such further period or periods as
may be required by the Owner failing which, without prejudice to any other right or remedy available
to the Owner, the Owner shall be entitled to encash the Bank Guarantee(s) and recover in part or whole
the outstanding mobilization advance and interest from the proceeds of the encashment, without
prejudice to any other right or remedy.

All other conditions stipulated in Clause 4.6 hereof shall be applicable to the advance(s).

8.7.2 (a) Interest shall be applied on the portion of the Mobilization Advance outstanding from any amount
certified for payment under a Running Account Bill up to the date of recovery or up to a period of thirty
(30) days from the date of submission of the Running Account Bill complete in all respect to the
Engineer-in-Charge, whichever is earlier.

(b) Interest shall be applied on the portion of the Mobilization Advance outstanding from any amount
certified for payment under the Final Bill up to the date of recovery or up to a period of ninety (90)
days from the date of submission of the Final Bill, whichever is earlier. The Final Bill shall be deemed
to be submitted on the date when the Engineer-in-Charge has acknowledged receipt of the Final Bill
without conveying any reservation.

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8.7.3 In addition, the Owner may, at its discretion, allow Secured Advance(s) to the Contractor, against
imperishable materials brought to site for incorporation in the permanent works. Such Secured
Advance(s) shall be governed by the following conditions:

(a) The decision of the Owner as to whether or not to grant a Secured Advance and as to what materials,
if any, are imperishable for the grant of Secured Advance and/or as to what has to be done to qualify
any particular material for the grant of Secured Advance, shall be final and binding on the Contractor.

(b) The Secured Advance shall be limited to lower of the following:

(i) 75% (Seventy Five percent) of the value of the imperishable material brought to site for permanent
incorporation in the works as assessed by the Engineer-in-Charge, who may call for (but shall not be
bound by) the voucher(s)/invoices for any such material from the Contractor, who shall forthwith
comply with the same;

(ii) 90% (Ninety percent) of the concerned item rate for the work in which the material is to be incorporated
as set out in the Schedule of Rates.

(c) The Secured Advance shall be recovered from the subsequent Running Account bill(s) of the Contractor,
to the extent as determined by the Engineer-in-charge (whose decision shall be final and binding upon
the Contractor) that the materials covered by the Secured Advance are used up in or for the work(s)
covered by the bill(s).

d) Upon payment/disbursement by the Owner to the Contractor or any supplier of the Contractor of any
Secured advance with respect to any materials, the ownership of the said materials shall forthwith vest
in the Owner as security for the repayment of the said advance(s) without necessity of any further act,
deed, matter or thing, and the said materials shall be deemed to be Owner supplied materials entrusted
to the Contractor for permanent incorporation in the works and the provisions of Clause 5.11 hereof
shall mutatis mutandis apply thereto in the same manner as apply to other Owner supplied materials,
AND before payment/disbursement of any secured advance by the Owner pursuant hereto the
Contractor and the Engineer-in-charge shall jointly sign a Statement setting out and detailing the
material(s) with reference to which the advance has been reckoned, title to which shall vest in the
Owner pursuant to the provisions hereof.

(e) Notwithstanding anything provided in sub-clause (c) hereof above, the Owner shall be entitled (without
prejudice to any other right or remedy available to the Owner) by written notice to the Contractor to
recall the advance or the outstanding balance thereof in the circumstances set out in Clause 8.7.5
hereof or if the Owner is of the opinion that by virtue of delay by the Contractor in the execution or
completion of the work or for any other cause, the value of the remaining material against which the
advance has been paid is insufficient to adequately secure the outstanding balance of the advance and
interest payable thereon or if allowed to continue will become inadequate to secure the same. Should
the Contractor upon such notice fail to repay the Owner the outstanding balance of the said advance,
it will be open to the Owner without further reference or notice to the Contractor to sell in whole or
part(s) the materials referred to in sub-clause (d) hereof above by private contract or public tender or
a combination thereof or otherwise as the Owner deems fit, and for the purpose to exercise all powers
and to sign and do all acts, deeds, matter and things as are set out in Clause 7.0.6.0 hereof, and the
provisions of the said clause shall mutatis mutandis apply to such materials in the same manner as they
apply to scaffolding, wiring, pipes, surplus and other materials, equipment and machinery covered by
the said Clause.

8.7.4 Nothing provided in the foregoing clauses hereof shall anywise be deemed to confer any rights or
entitlement on the Contractor to receive on account payments or Advance payments of any kind
whatsoever, nor shall any failure or delay by the Owner to make any advance or on account payment(s)
as herein envisaged or otherwise afford the Contractor a ground or basis for extension of time for

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 completion or otherwise relieve the Contractor from any of its/his liabilities under the Contract, it being
clearly understood that these on account payments or advance payments are only by way of assistance
to the Contractor.

8.7.5 The Mobilization Advance and the materials covered by the Secured Advance shall be utilized by the
Contractor solely for and in the execution of the Contract and for no other,purpose, and the Contractor
shall satisfy the Owner/Engineer-in-charge in this regard,whenever required. If it is found that any of
the advance(s) or materials aforesaid have been utilized by the Contractor in whole or part for any
other purpose or if the Contract is for any reason cancelled or terminated, the Owner may at its
discretion recall the said advances or the unrecovered portion(s) thereof, as the case may be, and
without prejudice to any other right or remedy available to the Owner, recover the same by recourse
to any Bank guarantee to which the Owner may have recourse for the purpose.

8.8 Schedule Of Activities For On-Account Payment For Lumpsum Contracts

8.8.1 The provisions of this Clause 8.8 and associated Clauses there under shall apply only to a Contract in
which the Schedule of Rates specifies a lump sum price payable for the whole or any part of the Work(s)
or activities covered by the Contract. If only part(s) of the Work(s) or activities under the Contract are
the subject of a lump sum price then the provisions of this clause shall apply only to such part.

8.8.2 The Contractor shall within 30 (thirty) days from the Effective Date date issue to the Owner a detailed
Schedule of Activities ("Work Breakdown Structure” or “WBS") specifying in detail the various activities
which the Contractor would be required to perform, corresponding weightages of each activity vis-a-
vis the entire Works and the milestones that the Contractor would have to achieve in order to complete
the Works. Accordingly, weightage will be attributed to each activity and all such activities aggregating
to a task will result in gross weightage of the task vis-a-vis the total Works or part of the Works having
a lumpsum price. This will attribute a price value to each task executed in a given period of time.

8.8.3 Each activity entered in the WBS and each milestone therein shall be priced so as to break-up so far as
possible, the lump sum price into various priced milestones of achievements and priced activities
required to achieve those milestones. The WBS and the said priced break-up of activities therein are
intended only to provide a basis for the purpose of calculating on account payments and for the
calculating payments due to the Contractor under Clause 2.7.5.0 hereof upon cancellation of Contract,
and for no other purpose.

8.8.4 The Owner shall review or cause to be reviewed the prima facie adequacy, sufficiency, validity and/or
suitability of the activities listed in the WBS for the works and tasks they are intended for, and of the
percentage weightages indicated in the WBS in respect thereof. Such review shall be performed in
conjunction with the design, engineering, specification and other technical reviews to be done by the
Owner and all provisions applicable thereto shall be applicable to the review of the WBS.

8.8.5 No such review shall in any manner absolve the Contractor of his full responsibility under the Contract
to supply and perform within the lump-sum price specified in the Price Schedule, all materials and
services and to perform and undertake the work(s) required to set up and establish the
Plant/Unit/Works in accordance with the Contract and the Specifications, complete in all respects,
whether or not any particular work, supply or activity required is included in the WBS and whether or
not the percentage thereof is included in the price indicated in the WBS and whether or not the price
thereof is in conformity with the price thereof indicated in the WBS. The review and approval of the
WBS and the prices therein are intended only for the satisfaction of the Owner that the priced WBS
prima facie covers the activities required to be performed by the Contractor within the scope of supply
and services.

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8.8.6 The WBS shall be subject to amendment in both items and percentages in so far as necessary consequent
upon any amendment in any relevant related technical particulars, and upon any amendment, the
amended WBS as approved by the Owner shall thereafter constitute the WBS as envisaged in the
Contract Documents.

8.8.7 Contracts having lumpsum price may also have Payment Schedule based on achievement of specified
Milestones. The Owner shall make payment to the Contractor in accordance with the Payment Schedule
and any such payment shall be subject to the achievement of the Milestone and requests for payment
certificates submitted by the Contractor and certificate of payment issued and approved by the
Engineer-In-Charge. On occurrence of the Effective Date of the Contract, the Owner will advise the
Contractor a detailed Payment Schedule for the sum balance against the Contract Price after adjusting
off the payments already released by Owner pursuant to the Contract in consideration of the obligations
of the Contractor set out in the Contract. The respective Milestones shall be accomplished on or before
the fixed dates as set out in the Approved Progress Schedule. The Contractor shall certify to the Owner
in writing the completion of all those Milestones which are to be completed during the calendar month
immediately preceding any particular payment date, and the Owner shall within ten (10) days after
receipt of such certification confirm or deny the completion of all such Milestones. Such confirmation
or denial shall be indicated by the Engineer-In-Charge in writing, but such confirmation shall in no
event constitute the acceptance of any work. Notwithstanding any other provisions to the contrary,
Owner shall not be deemed to be in default with respect to any payment before the expiration of such
ten (10) day period or in the event of any such Milestone is found still outstanding, then not before the
tenth (10th) day following completion of such Milestone to such payment, or when otherwise required
under the provisions of this Clause whichever is later. No additional payment shall be made for any
Milestone completed in advance of the scheduled completion date thereof.

8.9 Mode Of Payment

8.9.1 All payment(s) by the Owner under or in terms of the Contract shall be made by RTGS system. For this
purpose, the Contractor shall submit bank details, cancelled cheque, PAN card and any other
information required by the Owner, such information to bemprovided by the Contractor in any format
as may be required by the Owner for the purpose.

8.10 CLAIMS

8.10.1 In every case where under the Contract the Contractor is or considers himself entitled to be paid or to
have included in or added to the Contract Price any extra or additional payment the Contractor shall if
it intends to make any claim for additional payment:

(a) within 30 (thirty) days of any circumstance arising which the Contractor considers entitles him to
claim additional payment, give to the Engineer-in-charge and/or the Owner notice of its intention to
make a claim and shall state the reasons by virtue of which it considers that it is entitled thereto; and

(b) subject to Clause 7.3.6, within 30 (thirty) days after the date of the notice given by the Contractor
of its intention to make a claim under or arising out of this Contract for additional payment or any other
period agreed between the Parties, which in any event shall be no later than the expiry of 60 (sixty)
days after the issue of the Taking Over Certificate, submit to the Engineer-in-charge and/or the Owner
full particulars of and the actual amount of its claim for Costs. The Contractor shall thereafter promptly
submit such further particulars as the Engineer-in-charge and/or the Owner may reasonably require to
assess the value of the claim. Pending assessment of the value of the claim by the Engineer-in-charge
or Owner, the Contractor shall be obliged to carry on with the work during the period in which his
claims are under consideration, irrespective of the outcome of such claims.

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8.10.2 Any payment admitted against claims shall be subject to all the terms, conditions, stipulations and
requirements as are applicable for the Contract. If the claims involve extra work, any price or rate
available in the Contract for similar work shall be applicable. In the event unit rates for extra works so
executed are not available in the Contract, claim may be settled either on day work basis for which
daily/hourly rates for workmen and hourly rates for equipment rental shall apply, or on the unit rate
for work executed shall be derived by interpolation of rates already existing in the Contract.

8.10.3 In any case where under the provisions of Contract, the Contractor is entitled to recover Cost, the
Contractor shall also be entitled to be paid a reasonable profit as may be mutually agreed by the Owner
and by the Contractor on the additional Costs approved by the Engineer-in-charge.

8.10.4 Notwithstanding anything contained in these Conditions the Owner shall not be liable to make payment
in respect of any claim under or arising out of this Contract for an additional payment unless the
Contractor has complied with the requirements of this Clause 8.7. Strict compliance with the
requirements of this Clause, including the provision of the notice and particulars by the Contractor
within the requisite period, shall be a condition precedent to the Contractor's entitlement to the
payment of Costs under this Clause.

8.11 Payment Of Contractor’s Bill:

8.11.1 No payment shall be made for work till the whole of the work shall have been completed and a
certificate of completion given unless otherwise specified in the Special Conditions of Contracts. Owner
at his discretion may include the payment terms such as monthly payment in the Special Contract
Conditions.

8.11.2 Contractor shall on submitting the Bill thereof, be entitled to receive Payment as per the payment terms
after the approval of by Engineer-in-Charge, whose certificate of such approval and passing of the sum
so payable shall be final and conclusive against Payment due to Contractor. This payment will be made
after making necessary deductions as stipulated elsewhere in the contract document for materials,
retention money or any moneys due to the Owner etc.

8.11.3 Payment to all contractors having bank account where Electronic Fund Transfer facility (EFT) is available
shall be made through EFT. Contractor must furnish his Bank Account Details when demanded by
Owner for the purpose of EFT payment. The final Bill shall be presented by the Contractor along with
'NO CLAIM CERTIFICATE’ in a format acceptable to the Owner or such other documents as directed by
the Owner. All payments shall be made in Indian Currency. The Contractor shall not be entitled to claim
any interest for any amount due or claimed to be due from the Owner as per this contract.

8.12 Taxes, Duties, Levies etc.

8.12.1 Except as other wise specifically provided in the Contract, the Contractor shall be liable and responsible
for the payment of all taxes, duties, levies and charges imposed on the Contractor, its Sub-Contractors
and those imposed on the Contractor's Equipment, materials, supplies and services to be used in the
performance of the Contract or furnished under the Contract.

8.12.2 The Award of the Contract is on 'Works Contract' basis. Notwithstanding Clause 8.12.1 above, the
Owner shall bear and pay/reimburse to the Contractor, Goods and Services Tax (GST) applicable on
the Contract. However, the taxes, duties & levies as may be applicable on the materials used for Works
Contract shall be to the Contractor's account and no separate claim in this regard will be entertained
by the Owner. Further, in case of any variation in the rates of the GST after the date seven (7) days
prior to deadline set for submission of the Techno-Commercial bids, the same shall be paid/ reimbursed
to/ recovered from the Contractor subject to submission of documentary evidence.

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8.12.3 It shall be incumbent upon the Contractor to obtain a registration certificate under the GST Law, and
other law(s) relating to levy of tax, duty, cess etc. and necessary evidence to this effect shall be
furnished by the Contractor to the Owner. If the Contractor intends to engage itself in quarrying or
mining of soil/earth, sand, stone/aggregates, metals, minerals or minor minerals required for the
Works, as the case may be, it shall obtain necessary permits under the applicable law for such mining
or quarrying from the State/CentralGovernment authorities and pay the fee or charges applicable
thereto.

8.12.4 The Contract Price shall be inclusive of any Royalties or Seigniorage Fee or Cess or other charges
payable on the quarried or mined metal, minerals, or minor minerals, as the case may be, at the rate(s)
prevailing as on seven (7) days prior to the deadline set for submission of bids.

(a) It shall be the responsibility of the Contractor to ensure that the Royalties or Seigniorage
Fee or Cess or other charges on the quarried or mined metal, minerals or minor minerals
are paid to the statutory authorities.

(b) The component of Royalties or Seigniorage Fee or Cess or other charges, if applicable in a
Running Account bill, shall only be released by the Owner to the Contractor on submission
of the following documents in original:

X) In case the Contractor is the primary license holder of the quarry / mines:

i) Vehicle wise challan / transit permit and proof of payment of royalty, and
ii) Any other document required as per the relevant Acts/Rules of the concerned state.

Y) In case the Contractor is the purchaser of soil/earth, sand, stone/aggregates, metals,

minerals or minor minerals:
i) Purchase voucher and vehicle wise challan / transit permit and proof of payment of royalty,
and
ii) Any other document required as per the relevant Acts/Rules of the concerned state.

(c) Final bill payment shall be released to the Contractor on production of royalty clearance
certificate issued by the concerned statutory authorities for total quantity of quarried or mined
metal, minerals, or minor minerals required for the Works.

(d) The Contractor shall pay and indemnify the Owner against any default in payment of Royalties
or Seigniorage Fee or Cess or other charges by the Contractor or the agency from which the
Contractor purchases soil/earth, sand, stone/aggregates, metals, minerals or minor minerals.

(e) In the event of there being a statutory increase in the rates of royalty charges/fresh levy of
royalty on materials, the same shall be reimbursed to the Contractor upon submission of original
challan by him of having made the payments at revised rates. In the event of there being a
decrease in such rates, the same shall be recovered from the Contractor. The base date for
calculating the increase or decrease shall be the rate as on seven (7) days prior to the date of
Techno-Commercial Tender opening. The total reimbursement (positive or negative) as
specified above, to be paid or recovered, shall however be calculated on the quantity of
materials actually considered while making the royalty payments to the concerned authorities,
or the theoretical consumption of these materials (calculated on the basis of the volume of
concrete or fill accepted for payment), whichever is less, and on the basis of documentary
evidence of Govt. Notification. However, the Contractor will settle claims, if any, on account of
over charge by the State Authorities.

8.12.5 If a new tax, duty or levy is imposed under statute or law in India after the date seven (7) days
prior to deadline set for submission of the bids and the Contractor becomes liable there under

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 to pay and actually pays the said new tax, duty or levy for bonafide use on the Works contracted,
the same shall be reimbursed to the Contractor against documentary evidence of proof of
payment, provided that the amount thus claimed is not paid/payable under price variation
provision of the Contract.

8.12.6 The payment/reimbursement of statutory variations in the rates of tax and/or of new tax, duty
or levy imposed under statute or law in India as per Clauses 8.12.2, 8.12.3, 8.12.4 and 8.12.5
above, would be restricted only to direct transactions between the Owner and the Contractor.

8.12.7 The Owner shall be entitled to make necessary tax deductions at source as per the prevalent
laws. The Contractor shall be required to submit the PAN details to the Engineer-in-Charge
before the submission of the first bill/invoice under the Contract.

8.12.8 The Contractor shall himself be informed of all the applicable laws, notifications, rules, circulars
and other communications of the State or Central or other authorities with regard to levy of any
tax, duty, cess, levy or fee etc, which in any manner may impinge upon him in performance of
any obligations/responsibilities under or arising out of the Contract.

8.13 Overpayments and Underpayments

8.13.1 Wherever any claim for the payment of a sum of money to the Owner arises out of or under this
Contract against the Contractor, the Contractor upon demand by the Owner or by the Engineer-
in-Charge on behalf of the Owner, with explanation of the reasons for such a sum/ claim
becoming due, shall forthwith pay the same to the Owner. If the Contractor fails to do so within
twenty-one (21) days of such a claim, then the same may be deducted by the Owner from any
sum then due or which at any time thereafter may become due to the Contractor under this
Contract or from any other sum due to the Contractor from the Owner which may be available
with the Owner or from his security deposit.

8.13.2 The Owner reserves the right to carry out post payment audit and technical examination of the
final bill including all supporting vouchers, abstracts, etc. The Owner further reserves the right
to enforce and recover any overpayment when detected, notwithstanding the fact that the
amount of the final bill may include any item which is under dispute between the parties and
referred to for settlement under Clause ... entitled ‘Settlement of Disputes’ and notwithstanding
the fact that the amount of the final bill figures in the arbitration decision/award.

8.13.3 If as a result of such audit and technical examination, any overpayment is discovered in respect
of any Work done by the Contractor or alleged to have been done by him under the Contract,
it shall be recovered by the Owner from the Contractor by any or all of the methods prescribed
above. Similarly, if any underpayment is discovered by the Owner, the amount shall be duly
paid to the Contractor by the Owner forthwith.

8.13.4 Provided that the aforesaid right of the Owner to adjust overpayments against amounts due to
the Contractor under any other Contract with the Owner shall not extend beyond the period of
two years from the date of payment of the final bill or in case the final bill is a minus bill, from
the date the amount payable by the Contractor under the minus final bill is communicated to
the Contractor.

8.13.5 Any amount due to the Contractor under this Contract for underpayment may also be adjusted
against any amount then due or which may at any time thereafter become due from the Owner
to the Contractor under any othermContract or account whatsoever.

8.14 Time Limit for submission & payment of Final Bill and waiver of rights of all claims

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8.11.1 The Final Bill shall be submitted by the Contractor within three (3) months of Final Completion
of the Works unless otherwise a longer period is agreed to between the Engineer-in-Charge and
the Contractor. No further claims shall be made by the Contractor after submission of the Final
Bill and these shall be deemed to have been waived and extinguished. Payment of the Fnal Bill
will be made within four (4) months of receipt of the same.

8.15 Final Certificate:

Upon expiry of the Defect Liability Period and subject to the Engineer-in-Charge being satisfied
that Works have been duly maintained by Contractor, during monsoon or such period as herein
before provided in clause 5.27 and Contractor has in all respect duly made up any subsidence
and performed all his obligations under Contract, the Engineer-in-Charge shall (without
prejudice to the rights of Owner to retain the provisions of relevant clause hereof) otherwise
give a certificate herein referred to as the final certificate to that effect and Contractor shall not
be considered to have fulfilled the whole of his obligations until Final Certificate have been given
by the Engineer-in-Charge notwithstanding any previous entry upon WORK and taking
possession, working or using of the same or any part thereof by Owner.

8.13 Certificate And Payments On Evidence Of Completion

Except the Final certificates, no other certificate or payments against a certificate or on general
account shall be taken to be an admission by Owner of the due performance of Contract or any
part thereof or occupancy or validity of any claim by Contractor.

SECTION IX
RISK AND INSURANCE

9.0 RISK DISTRIBUTION

9.1 Owner’s and Contractor’s Risks and Insurance

9.1.1 The Owner carries the risks which this Contract states as Owner’s risks, and the Contractor
carries risks which this Contract states as Contractor’s risks, under this clause.
9.1.2 Irrespective of the Owner’s Risks or Contractor’s Risks the Contractor shall execute the Works
as per Contract and as directed by Engineer-in-Charge.

9.1.2 Owner’s Risks

9.1.2.1 The ‘Owner’s Risks’ are

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 (1) In so far as they occur in the Union of India and directly affect the execution of the
Works:

(i) Acts of God or the public enemy; terrorist acts; expropriation or confiscation of
facilities by Government authorities, compliance with any order or request of any
Governmental authorities, acts of war, rebellion or sabotage or fires, floods,
explosions, riots , quarantine restrictions and freight embargoes.

(ii) National/ sectoral /illegal strike, sabotage, lockout, embargo, import restriction,
port congestion, lack of usual means of public transportation and communication,
industrial dispute, shipwreck, epidemics and plague.

(2) a cause due to the design of the Works, other than the Contractor’s design.

(3) failure to obtain the requisite rights to ownership or control over or use of the land areas
comprising the Site which are required by the Contractor to carry out the Contractor's
obligations under the Contract at the Site;

(4) the risk of loss of or damage to any part of the Works during the period that such part is
deemed to have been taken over by the Owner in accordance with Clause ;

(5) any act or omission by its employees except where the Owner and/or its employees have
followed the instructions so provided by the Contractor and/or its Subcontractors.

9.1.2.2 In the event of any loss or damage to the Works or any part thereof and/or to any
materials or articles at the Site from out of any occurrence of Owner’s Risks, the following
provisions shall have effect:

(a) The Contractor shall, as may be directed in writing by the Engineer-in- Charge, remove
from the Site any debris and so much of the Works as shall have been damaged, take
the same to the place identified by the Owner, at the Owner’s cost.

(b) The Contractor shall, as may be directed in writing by the Engineer-in- Charge, proceed
to rectify, repair, reconstruct or replace the damaged articles, materials and the Works
under and in accordance with the Contract at the Owner’s cost.

9.1.2.3 The Contractor shall not be entitled to payment under the above provisions in respect of so
much loss or damage as has been occasioned by any failure on his part to perform his obligations
under the Contract or not taking precautions to prevent loss or damage or minimize the amount
of such loss or damage

9.1.3 Contractor’s Risks

9.1.3.1 All risks of loss of or damage to the physical property and of personal injury and death, which
arise during and in consequence of the performance of the Contract, other than those covered
under the Excepted Risks, will be the liability of the Contractor, except as otherwise provided in
the Contract.

9.1.3.2 From commencement to completion of the Works, the Contractor shall take full responsibility
for the care thereof and for taking precautions to prevent loss or damage and to minimize loss
or damage to the greatest extent possible and shall be liable for any damage or loss that may
happen to the Works or any part thereof from any cause whatsoever (save and except due to
Excepted Risks) and shall at his own cost repair and make good the same so that at completion,

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 the Works shall be in good order and condition and in conformity in every respect with the
requirements of the Contract and instructions of the Engineer-in-Charge.

9.1.3.3 The Contractor shall indemnify and keep indemnified the Owner against all losses and claims
for injuries or damage to any person or any property whatsoever which may arise out of or in
consequence of the construction and maintenance of the Works and against all claims,
demands, proceedings, damages, costs, charges and expenses whatsoever in respect of or in
relation thereto; Provided always that nothing herein contained shall be deemed to render the
Contractor liable for or in respect of or to indemnify the Owner against any Compensation or
damage caused by any occurrence of the Excepted Risks.

9.2 INSURANCE:

9.2.1 The Contractor shall at its expense take out and maintain in effect, or cause to be
taken out and maintain in effect during the performance of the Contract, the Contractor's
insurances set forth in Clause 9.2.3, provided, however, that at the option of the Owner, to
be exercised within 30 (thirty) days of the Effective Date, the Owner may opt for taking out
and maintaining in effect or cause to be taken out or maintain in effect, any of the
Contractor's insurance and in such an event, the premium payable for the Contractor's
insurance shall be deducted from the Contract Price.

9.2.2 Subject to the exercise of the option in Clause 9.2.1 by the Owner, without limiting its
obligations, responsibilities and liabilities under the Contract, the Contractor, at its sole cost
and expense, shall obtain and maintain the policies of insurance described in Clause 9.2.3
and any other insurances statutorily required in India during the term of the
Contract. Nothing herein shall prevent the Contractor, at its sole cost and expense, from
procuring insurance coverages in addition to those specified hereunder. Towards this end,
the Contractor shall arrange adequate insurance coverage, in the joint names of the Owner
and the Contractor, from the Effective Date till the end of the Defects Liability Period for
atleast the following:

(i) Loss of or damage to the Works including Owner issued Equipment and Materials
(ii) Loss or damage to the Contractor's Construction Equipment
(iii) Loss of or damage to the property other than Works including those of third parties.
(iv) Injury or death of personnel belonging to the Contractor, the Owner or any other party
(v) Worker's compensation in accordance with statutory requirements.

The insurance referred to in Clause 9.2.3 shall include as the insured parties, the Owner,
the Engineer-in-charge, Owner's Consultants, other contractors working at Site, their
employees, agents, directors and such other parties as the Owner may elect.

9.2.3 Contractor's Insurance

(A) Workmen's Compensation and Owner's Liability Insurance: Workmen's Insurance and
Owner's Liability Insurance, or coverage of a comparable nature, to the full extent required
by all laws (including, without limitations, maritime and international law) applicable
wherever the Works is to be performed and wherever the contracts of employment of the
Contractor's personnel are made or expressed to be made. The Contractor shall ensure that
the insurance coverage is obtained for his staff, supervisors, engineers and others who are
not covered by Workmen Compensation Act. For this purpose, the Contractor may take
suitable additional or seperate insurance policies.

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(B) Automobile Insurance: Automobile third party liability insurance, including coverage for
vehicles owned, hired or used by the Contractor with limits in accordance with all applicable
statutory requirements and industry standards.

(C) "All Risk" construction Equipment Insurance : "All Risk" Construction Equipment
Insurance covering all Construction Equipment owned, hired or used by the Contractor
while at the Site for full replacement value. In case marine operations are involved,
Contractor will take P&l Insurance (Protection and Indemnity Insurance) covering any
vessels, barges, boats, tugs and other marine equipment owned (and, if available,non-
owned) and operated by the Contractor. In addition Hull Insurance shall be carried on a
replacement value basis with an insurer's waiver of subrogation in favor of the Owner and
the Contractor.

(D) Contractor's All Risk Policy: This insurance shall cover physical loss of or damage to any
part of Permanent Works and Temporary Works under construction by the Contractor
and/or its Subcontractors, including materials and equipment supplied for incorporation
therein at all locations where fabrication, construction, and assembly are conducted
including any warehousing and/or interim warehousing facilities. Scope of cover is to be all
risks subject to standard exclusions and sub limits. Faulty design, faulty workmanship and
faulty material coverage to be included to the extent available. The policy shall include the
extended cover at least for the following:

a) Third party liabiity

b) Cross liability
c) Earthquake
d) Cost of removal of debris
e) Taxes and duties as applicable
f) Escalation during re-examination
g) Owner’s surrounding property
h) Storage risk at fabricator's premises
i) Cost of tools and tackles and material handling equipment used for construction purposes
j) War, SRCC & terrorism

This insurance shall cover as a separate section, physical loss or damage to the Contractor's
Equipment having been delivered to the Site for the performance of the Works. Only those
items which have been advised by the Contractor and incorporated under a schedule of
Contractor's Equipment attached to the policy of this insurance shall be covered under this
insurance. Amount Insured shall be the full reinstatement or replacement value of the
Plant.
The policy shall cover a period commencing on the Effective Date until the expiry of the
Defects Liability Period (including any extension thereof).

(E) Marine Cargo Insurance:

This insurance shall cover all risks of physical loss of or damage to the materials, equipment
and supplies for incorporation or consumption in the Works, occurring during marine, air
and/or inland transit at least to the extent provided for by the London Institute Cargo
Clauses "A" or its equivalent. The insured value shall be the Replacement value equivalent
to a minimum 100% of CIF value of the materials and equipment. This insurance shall
commence from the time the materials, equipment and supplies leave the originating
factory, warehouse or place of storage "ex works" and continue during the ordinary course
of marine, air and/or inland transit including any and all interim warehousing, storage
and/or transhipment and terminate at point of delivery at the Site.

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(F) Comprehensive General Liability Insurance:

This policy coverage shall include but not be limited to all legal, contractual and statutory
liabilities for damage to property of or illness, death or bodily injury to or personal injury to
third parties arising out of the construction of the Works, including the Plant.

9.2.4 General Provisions Regarding Insurance

(i) The Owner and the Contractor shall be the joint policyholders as the representative of
the insured parties of the insurance referred to in item C, D, and E of Clause 9.2.3.

(ii) No later than twenty-one (21) days prior to the scheduled date upon which the
insurances to be provided by the Contractor are to be in full force and effect, the Contractor
shall provide the Owner with the draft policy wordings for review and agreement. The
Owner shall provide requested changes in the draft policy wordings, if any, within seven (7)
working days after receiving such documents from the Contractor. The Contractor's
agreement to any changes proposed by the Owner shall not be unreasonably withheld.

The Contractor shall comply and ensure that its subcontractors comply strictly with the
terms and conditions of the policies referred to in this Clause and all reasonable
requirements of insurers in connection with the settlement of claims, the recovery of losses
and the prevention of accidents and shall bear all costs incurred by the Owner as a
consequence of any failure so to comply. The Contractor shall bear all excesses and/or
deductibles applicable to the insurance referred to in Clause 9.2.1.

The Contractor shall bear all excesses and/or deductibles applicable to the insurances
referred to in Clause 9.2.1 unless the Owner is solely responsible for the cause of the
occurrence of an event insured in Clause 9.2.1 or the Owner is liable for the loss arising
directly of the risk, as per the risk distribution under the Contract.

9.2.5 Primary insurance

The insurances referred to in Clause 9.2.1 shall be primary with respect to the interests of
the Owner, the Contractor, including the Sub-contractors, their employees, agents,
directors and any other insurances maintained by them are excess and not contributory
with such policies.

9.2.6 Cross Liability

The Contractor shall ensure that the insurances referred to in Clause 9.2.1 shall include
standard cross liability clauses.

9.2.7 Cancellation, Non-Renewal and Change

The Contractor shall ensure that notwithstanding any provision of the policies of insurance
referred to in Clause 9.2.1, the policies may not be cancelled, non-renewed or materially
changed by the insured parties without written consent of the Owner (such written consent
shall not be unreasonably withheld). In addition the Contractor shall make best efforts to
ensure that the policies of insurance referred to in Clause 9.2.1 contain provisions requiring
insurers to provide a minimum of 60 (sixty) days prior written notice of any such intended
cancellation, non-renewal or material change before any cancellation, non-renewal or

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material change shall be effective.

9.2.8 Insurance proceeds

Any payments by the insurers under the policies referred to in Clause 9.2.4 and Clause
9.2.5 shall be made to the Owner or to the account designated by the Owner.

If the amount involved is less than Rs 5.0 crores (Rupees five crores) or any other amount
as may be specified in the Special Conditions of Contract, the Contractor shall obliged to
effect any repair, replacement or reconstruction of the Works ("Remedial Works"). The
Contractor shall commence such Remedial Works and such amounts shall be paid by the
Owner to the Contractor for application solely in effecting such Remedial Works unless
progress of the Works has been suspended pursuant to Clause .... at the time when such
proceeds are payable. Then such proceeds shall be paid to the Contractor to the extent of
Remedial Works in respect of which such claim may arise and which were undertaken prior
to such suspension.

Where an event occurs which is likely to involve a claim under such policies in an amount
which is equal to or above Rs. 5 crores (Rupees five crores) or any other amount as may
be specified in the Special Conditions of Contract in this respect, the Contractor shall seek
the written consent of the Owner before commencing any Remedial Works in respect of
which such claim may arise and:
(a) if the Owner agrees that the Contractor may proceed with the Remedial Works, then the
relevant insurance proceeds shall be disbursed to the Contractor in progress instalments to
be calculated and disbursed in accordance with the timetable for the Remedial Works
agreed amongst the Owner, the Insurers and the Contractor against progress statements
certified by the Owner (such statements not to be unreasonably withheld or delayed by the
Owner); and
(b) if the Owner refuses to give its consent or fails to respond within thirty (30) days of its
receipt of such request from the Contractor, then the Owner shall be deemed to have
issued an order to suspend the Works under Clause ... and the Owner may apply such
insurance proceeds in such a manner as it deems fit and if permission to resume work is
given, an amount equal to the relevant insurance proceeds shall be disbursed to the
Contractor as if no suspension had occurred and the Owner shall pay to the Contractor the
extra costs, if any, incurred by the Contractor in giving effect to such suspension.

All proceeds payable under the policy referred to in Clause 47.1.8 in respect of any claim
relating thereto shall only be paid in satisfaction of third party liabilities covered by such
policy.

9.2.9 Waiver of subrogation

The Contractor shall ensure that all policies of insurances naming more than one party as
an insured shall contain a waiver of subrogation clause applying to each insured
party. Such policies shall also contain a clause stating that the breach of a policy term,
condition or warranty, expressed or implied, by one insured shall not prejudice the cover
granted by the policy to any other insured who has not breached the term, condition or
warranty.

9.2.10 Certificates of Insurance

In respect of all insurances required to be effected by the Contractor pursuant to

Clause 9.2.1, the Contractor shall produce certificates of insurance, the receipts for

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premiums or other satisfactory evidence of the continued validity of insurance cover to
the Owner, upon written request, within a reasonable time from receiving such request.

9.2.11 Extra premium due to delay

If the period of the Construction/Erection All Risks (CAR) Insurance 9.2.3 and/or of the
Comprehensive General Liability Insurance referred to in Clause in 9.2.3 is extended
to cover the extended period of the Defects Liability Period pursuant to Clauses .... ,
the Contractor shall be responsible for any extra premium incurred for such extension.

9.2.12 Remedy on Failure to Insure

If the Contractor shall fail to effect and keep in force the insurance for which it is
responsible in accordance with Clause 9.2.1, the Owner may obtain and keep in force
any such insurance and pay the premiums thereon as may be necessary for that
purpose, and the Contractor shall upon demand reimburse the actual cost of effecting
such insurance cover to the Owner, failing which the Owner shall be entitled to deduct
such costs from the Contract Price.

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 SECTION X

MISCELLANEOUS

10.1 LIMITATION OF LIABILITY:

The aggregate total liability of the Contractor to Owner under the Contract shall not exceed
the total Contract Price, except that this Clause shall not limit the liability of the Contractor for
following:

a) In the event of breach of any Applicable Law;

b) In the event of fraud, wilful misconduct or illegal or unlawful acts, or gross negligence
of the Contractor or any person acting on behalf of the Contractor; or

c) In the event of acts or omissions of the Contractor which are contrary to the most
elementary rules of diligence which a conscientious Contractor would have followed
in similar circumstances; or

d) In the event of any claim or loss or damage arising out of infringement of Intellectual
Property; or

e) For any damage to any third party, including death or injury of any third party caused
by the Contractor or any person or firm acting on behalf of the Contractor in executing
the Works.

Neither Party shall be liable to the other Party for any kind of indirect nor consequential loss
or damage like, loss of use, loss of profit, loss of production or business interruption which is
connected with any claim arising under the Contract.

10.2 LIENS

10.2.1 If at any time, there should be evidence of any lien or claim for which the Owner might have
become liable and which is chargeable to the Contractor, the Owner shall have the right to
retain out of any payment then due or thereafter to become due an amount sufficient to
completely indemnify the Owner against such lien or claim and if such lien or claim be valid the
Owner may pay and discharge the same and deduct the amount so paid from any money which
may be or may become due and payable to the Contractor. If any lien or claim remain unsettled
after all payments are made, the Contractor shall refund or pay to the Owner all moneys that
the latter may be compelled to pay discharging such lien or claim including all costs and
reasonable expenses.

10.2.2 The Owner shall have general lien over all tools, equipment, machinery and materials etc.
belonging to the Contractor for any amount due from the Contractor to the Owner on any
account. The Owner shall have a general lien, over any amount payable to the Contractor on
any account whether presently due or not, for any amount due from the Contractor to the
Owner on any account whatsoever including under any previous jobs/contracts and Owner shall
have full right for adjustments/ appropriation of such amounts without notice to the Contractor.

10.2.3 The Final Payment shall not become due until the Contractor delivers to the Engineer-In-Charge
a complete release or waiver of all lien arising or which may arise out of his performance under

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 the Contract or in lieu thereof, a receipt in a form approved by Engineer-In-Charge that all
invoices for labour, materials, services have been paid, and if required by the Engineer-In-
Charge , the Contractor shall submit a sworn affidavit that to the best of his knowledge or
information the releases and receipts include all the labour and material for which a lien could
be filled.

10.2.4 Contractor will indemnify and hold the Owner harmless after the issue of Final Certificate, from
all liens and other encumbrances against the Owner on account of debts or claims alleged to
be due from the Contractor or his Sub-Contractor to any person including suits or litigation in
connection therewith. Contractor shall defend or contest at his own expense any claim or
litigation brought against the Owner or the Contractor by any persons including his Sub-
Contractor till its satisfactory settlement .

10.3 CHANGES IN CONSTITUTION:

Where the Contractor is a partnership firm, prior approval, in writing, of the Owner shall be
obtained before any change is made in the constitution of the firm. Where the Contractor is an
individual or a Hindu undivided family business concern, such approval as aforesaid, shall likewise
be obtained before such Contractor enters into any partnership firm with other parties, where
under the reconstituted firm would have the right to carry out the Works hereby undertaken
by the Contractor. In either case if prior approval as aforesaid is not obtained, the Contract shall
be deemed to have been assigned in contravention of clause ..... hereof and the same action
may be taken and the same consequence shall ensue as provided in the said clause.

10.4 EMPLOYEES OF THE Owner NOT INDIVIDUALLY LIABLE:

No Director, or Official or employee of the Owner shall be in any way personally bound or liable
for the acts or obligations of the Owner under the Contract or answerable for any default or
omission in the observance or performance or performance of any of the acts, matters or things
which are herein contained.

10.5 Owner NOT BOUND BY PERSONAL REPRESENTATION:

The Schedule of Rates or the Contract Price as accepted by Owner shall be firm unless otherwise
agreed in writing between Owner and Contractor. . The Contractor shall not be entitled to any
increase on the Schedule of Rates or any other right or claim whatsoever by reason of any
representation, explanation or statement or alleged representation, promise or guarantees
given or alleged to have been given to him by any person unless amendment to the Contract is
formally executed to give effect to such revision in the Schedule of Rates or the Contract Price.

10.6 INDEMINFICATION

10.6.1Indemnification by Owner:

Owner shall assume and retain all liability, including claims, demands, losses, costs, damages
and expenses of every kind and description, or damages to persons or property arising out of
or in connection with or occurring during the course of the Contract, where such liability is
proximately caused by the acts or omissions of any of the officers, employees or agents of
Owner while acting within the scope of their employment.

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10.6.2 Indemnification by Contractor:

The Contractor shall indemnify and hold Owner and its officers, directors, employees, servants
and agents or any of them , harmless from:

(a) any liability, loss or expense arising by reason of claims by governmental authorities or others
for any actual or asserted failure of the Contractor, it's Subcontractors and any of their
respective officers, directors, employees, servants or agents to comply with any law, ordinance,
regulation, rule or order of any governmental or quasi- governmental body or with any rules
and regulations, including failure by any of the Contractor or its Subcontractors or any of their
respective officers, directors, employees, servants or agents to pay taxes, duties or fees properly
applicable to it or them, and

(b) any liability, loss or expense arising by reason of claims by any Subcontractor or other person
claiming by through, under or against Contractor for the actual or asserted failure of the
Contractor to make payment for any labour, services, equipment, material, tools, supplies or
taxes. Against any and all loss or damages that Owner may incur as a result of any claim of
Persons other than Owner, Contractor, or their respective employees and agents, to the extent
same (a) arise out a breach by Contractor of its obligations under the Contract, or (b) are caused
by the negligence or intentional or willful misconduct of Contractor, the Subcontractors or their
agents or employees.

(c) Contractor shall indemnify and hold harmless Owner from all liabilities, damages, costs or
expenses incurred by Owner by reason of any lien filed against the Works by any Subcontractor
in connection with the performance of the Work.

10.6.3 Information of status

Any Party entitled to indemnification or other protection under this clause shall keep the
benefited party apprised of the status of all claims with respect to which it is entitled to such
indemnification or protection, and shall not settle any such claim without the consent of the
benefited party, such consent not to be unreasonably withheld or unduly delayed.

10.6.4 Effect of Insurance:

The obligations of the indemnifying party to indemnify and hold harmless the indemnified
party against claims referred above, shall not be limited or reduced by any insurance provided
under the Contract, except to the extent that the proceeds of any such insurance shall be applied
towards the settlement of the claimed amount.

10.7 ACCIDENTS AND DAMAGE

10.7.1 Care of Works

Subject to Clause 10.7.2, the Contractor shall bear and be responsible for all risk of loss
or damage to the Works and any Plant, goods or materials notwithstanding that the
same may have become the property of the Owner and for all risks relating to and the
care of the Works and the Site or any part thereof until the date of Taking Over as stated
in the Taking Over Certificate applicable thereto or the earlier taking over or use thereof
by the Owner. However the Contractor shall be responsible for the care of the Plant or
any part thereof for the period during which it carries out any outstanding work pursuant

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to its obligations under the Contract after the Taking Over. In the event of termination
of the Contract in accordance with these Conditions, responsibility for the care of the
Works shall pass to the Owner upon expiry of the termination procedures described in
Clause ..

10.7.2 Making Good Loss or Damage to the Works

If any part of the Works shall suffer loss or damage whilst the Contractor· has
responsibility for the care thereof, except to the extent that such loss or damage shall be
caused by the Owner's Risks (defined in Clause ...) or an event of Force Majeure according
to Clause ... , the same shall be made good by the Contractor at its own expense. The
Contractor shall also at its own expense (subject as aforesaid) make good any loss or
damage to the Works caused by him in the course of completing any outstanding work
or of complying with its obligations under Clause....

In the event that any part of the Works shall suffer loss or damage whilst the Contractor
has responsibility for the care thereof which is caused by any of the Owner's Risks or an
event of Force Majeure according to Clause .., the same shall, if required by the Owner
within 6 (six) months after the happening of the event giving rise to loss or damage, be
made good by the Contractor. Such making good shall be at the expense of the Owner
at a price, as may be agreed between the Contractor and the Owner, failing which the
price (if any) shall be determined by the Engineer-in-Charge. The price or sum so agreed
or determined shall be added to the Contract Price. Any extension of the Time for
Completion and/or in a suitably expeditious manner of making good, may also be agreed
between the Contractor and the Owner, failing which they shall be determined by the
Engineer-in-Charge.

Owner shall be responsible for all risk of loss or damage to the Works and any Plant
goods or materials, whilst the Owner has responsibility for the care thereof in accordance
with the provisions hereof.

10.7.3 Injury and Damage After Responsibility for Care of the Works Passes to Owner

If there shall occur any death or injury to any person or loss of or damage to any property
(other than the Works) while the Owner is responsible for the care of the Works, the
Contractor shall be liable for and shall indemnify the Owner against all such claims and
all actions, demands, costs, charges and expenses arising in connection therewith to the
extent that such death or personal injury or loss of or damage to property was caused
by the negligence or breach of statutory duty of the Contractor, its Sub-contractors,
servants or agents or by defective design materials or workmanship but not otherwise.

10.7.3 Injury to Persons and Property Whilst the Contractor has Responsibility for Care
of the Works

Except as hereinafter mentioned the Contractor shall be liable for and shall indemnify the
Owner against all claims in respect of personal injury or death and in respect of loss of or
damage to any property (other than the Works) which arises out of or in consequence of
the execution of the Works by the Contractor whilst the Contractor has responsibility for
the care thereof and against all demands, costs, charges and expenses arising in connection
therewith. The Contractor shall not be liable under this Clause for, and the Owner shall
indemnify him from and against, any claims in relation to death or personal injury or loss

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 of or damage to property to the extent that the same results from any acts or negligence
of the Owner, its agents, servants or other contractors (not being the Contractor's servants,
agents or sub-contractors).

10.7.5 Accidents or Injury to Workmen

The Contractor shall indemnify the Owner against all actions, suits, claims, demands,
costs, charges and expenses arising in connection with the death of or injury to any
person employed by the Contractor or its Sub-contractors for the purposes of the
Works. This indemnity shall not apply to the extent that any death or injury results from
acts or negligence or breach of statutory duty of the Owner, its servants, agents or other
contractors for whom the Owner is responsible. The Owner shall indemnify the
Contractor against all claims, damages, costs, charges and expenses to such extent the
Owner is responsible.

10.7.6 Procedure for Claims

In the event of any claim being made against the Owner arising out of the matters
referred to and in respect of which it appears that the Contractor may be liable under
this Clause, the Contractor shall be promptly notified thereof and may at its own expense
conduct all negotiations for the settlement of the same and any litigation that may arise
in relation thereto. The Owner shall not, unless and until the Contractor shall have failed
to take over the conduct of the negotiations or litigation, make any admission which
might be prejudicial thereto. The conduct by the Contractor of such negotiations or
litigation shall be conditional upon the Contractor having first given to the Owner such
reasonable security as shall from time to time be required by him to cover the amount
ascertained or agreed or estimated, as the case may be, of any compensation, damages,
expenses and costs for which the Owner may become liable. The Owner shall at the
request of the Contractor afford all available assistance for any such purpose and shall
be repaid all Costs reasonably incurred in so doing.

10.7.7 Survival of Termination

The provisions of this Clause shall survive termination of this Contract; provided that
neither Party shall have any indemnity obligation pursuant to Clause 10.6, 10.7 and 10.8
for any claim arising out of or resulting from events or circumstances occurring after the
expiration of the Defects Liability Period; and provided, further, that neither Party shall
have any indemnity obligation pursuant to Clause 10.6 and 10.7 unless notice of any such
claim for indemnity by either Party is received by the indemnifying Party prior to the date
that is 5 (five) years after the expiration of the Defects Liability Period.

10.7 PATENT INDEMNIFICATION

10.7.1 Indemnity:

The Contractor shall indemnify the Owner against all loss, cost, damage and expense arising
from any claim asserted against the Owner that any methods, designs and expense arising from
any claim asserted against the Owner that any methods, designs or things furnished or specified
by the Contractor or any of its Subcontractors under the Contract, any use thereof, or any
methods, processes or acts employed by the Contractor in connection with its performance of

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 its obligations constitutes an infringement of any patent, trade secret, proprietary information,
know-how, copyright ( statutory or non-statutory) unpatented invention or any unauthorised
use of the work of others.

10.7.2 Defence of claims:

The Contractor shall at its own expense defend any suit or proceeding based on any claim
referred to above, asserted against the Owner. The Owner shall give the Contractor such
assistance as the Contractor may reasonably require in the defence of such suits, and shall have
the right to be represented therein by its counsel. If the Contractor fails to defend diligently any
such suit or the proceedings, the Owner may settle the claim which is the basis of the suit
without the consent of the Contractor and without relieving the Contractor of the obligation to
indemnify under this clause.

10.7.3 Elimination of infringement:

In case any use of the Works, or any part thereof, in the reasonable contemplation of the Parties,
or any process or apparatus forming part of or contained in any Plant, Section, or the Works is
in any such suit or proceeding held to constitute infringement or its use is enjoined, the
Contractor will promptly at its own expense either (i) procure for the Owner the right to continue
using such processes or apparatus, or ( ii) replace such processes or apparatus with a non
fringing process or apparatus of equal utility and efficiency and satisfactory to the Owner or (iii)
modify such processes or apparatus in a way satisfactory to the Owner so that it becomes non
fringing.

10.8 CONFIDENTIALITY:

10.8.1 No Confidentiality Obligation of Owner

It is not the Owner's desire to be afforded access to Contractor's or any Sub Contractor's
confidential information. It is therefore agreed that unless specifically agreed, any information
which the Contractor, Sub Contractors, or suppliers supply to the Owner shall not be subject to
any obligation of confidence, notwithstanding any notices or declaration on drawing, proposals,
graphs, tables, specifications and the like to the contrary and the Owner shall not be liable for
any use or disclosure of any such information. The Contractor also agrees that unless specifically
agreed between the Owner and the Contractor, the Contractor will not disclose to the Owner
any information which is subject to an obligation of confidence by the Contractor or , any Sub
Contractor to any third person.

10.8.2 Specific Agreement On Confidentiality

However, if the Owner and the Contractor agree to treat some of the Contractor's Documents
confidential, then a consolidated list ("Confidential List") of each of such designs, plans,
specifications, processes and other engineering or technical information or data, including but
not limited to the engineering design work relating to the Works shall be made and shall be
signed by both the Owner and the Contractor as an evidence of their agreement as to the
necessity of the disclosure of such confidential information by the Contractor to the Owner or
the Engineer-in-Charge or any other persons with delegated authority to receive such
documents. Each of such documents, properly listed in the Confidential List which is delivered
to the Owner and/or the Engineer-in-charge in connection with the Contract and specifically
marked on each page as confidential shall be treated as confidential. The Owner and/or the

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 Engineer-in-Charge shall not and shall not permit any other party to use, transfer, assign,
disclose, divulge or publish any such designs, plans, specifications, processes or other
engineering or technical information or data to any third party for any reason or purpose without
the Contractor's prior written consent (save insofar as may be necessary for the purposes of
the Contract or for the performance of the Owner or the Engineer-in-Charge's obligations under
this Contract). Provided, however, that the Owner and/or the Engineer-in-Charge shall have no
obligation to maintain in confidence any information that it can demonstrate (a) is in public
domain at the time of disclosure; or; (b) though originally confidential information, subsequently
became part of the public domain through no fault of the Owner and/or the Engineer-in-Charge;
or; (c) though originally confidential information, is rightfully received by the Owner and/or
Engineer-in-Charge from a third party without obligations of confidence and that such third
party was free to disclose this information as on the date of disclosure; or; (d) is in response to
a court order or decree or is otherwise required by Law, provided that the Owner and/or the
Engineer-in-Charge shall notify the Contractor, if practicable, prior to such disclosure and in no
case more than 10 (ten) days after such disclosure.

10.8.3 Contractor’s Obligation To Maintain Confidentiality

The Contractor shall treat the details of the Contract and any information made available in
relation thereto and all information concerning the design, construction and performance of the
Works as confidential and shall not publish or disclose the same or any particulars thereof to
any third party (save insofar as may be necessary for the purposes of the Contract), without
the previous consent in writing of the Owner provided that nothing in this Clause shall prevent
the publication or disclosure of any such information that has come within the public domain
otherwise than by breach of this Clause. The Contractor shall only divulge confidential
information to those of the Contractor's employees as are directly involved or engaged for the
purposes of the Contract and who need to know the same and will ensure that such employees
are aware of and comply with these obligations as to confidentiality. The Contractor shall ensure
that its Sub-Contractors and/or suppliers are bound by the requirements of this Clause. The
provisions of this Clause 9 shall survive the termination of this Contract.

10.8.2 All drawings, blue prints, tracings, reproducible, models, plans, specification and copies thereof,
furnished by the Owner as well as drawings, tracings, reproducible, plans specifications, design,
calculations etc. prepared by the Contractor for the purpose of execution of works covered in
or connected with this contract shall be the property of Owner and shall not be used for any
other work but are to be delivered to the Owner at the completion of the contract.

10.9 MATERIALS OBTAINED FROM DISMANTLING:

10.9.1 Owner’s Property

If Contractor in the course of execution of Works is called upon to dismantle any part for reasons
other than those stipulated in clauses __________ and __________ hereunder, the materials
obtained in the work of dismantling etc., will be considered as Owner’s property and will be
disposed of to the best advantage of Owner. The Contractor shall not sell or otherwise dispose
of or remove except for the purpose of this contract, the sand, stone, clay, ballast, earth, rock
or other substances, or materials obtained from any excavation made for the purpose of the
work or any building or produce upon the site at the time of delivery of the possession thereof,
and all substance, materials, buildings and produce shall be the property of the Owner provided
that the Contractor may with the permission of the Engineer-In-Charge, use the same for the
purpose of the work by payment of cost of the same as such as rate may be determined by the
Engineer-In-Charge.

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10.10 ARTICLES OF VALUE FOUND:

10.10.1 Contractor’s responsibility to deliver:

All gold, silver and other minerals of any description and all precious stones, coin, treasure,
relics, antiquities, natural wealth and other similar things which shall be found in under or upon
Site, shall be the property of Owner and Contractor shall duly preserve the same to the
satisfaction of the Engineer-in-Charge and shall from time to time deliver the same to such
person or persons indicated by Owner.

10.11 GOVERNING LAW

10.10.1 Regardless of the place of contracting, place of performance or otherwise, this Agreement, and
nall amendments, modifications, alterations, or supplements, thereto shall be governed by the
laws of India and respective state laws for the nature, validity and interpretation thereof.

10.12 NON-WAIVER OF DEFAULT:

10.11.1 Any failure by the Owner or Contractor at any time, or from time to time, to enforce or require
the strict keeping and performance of any of the terms or conditions of this agreement, or to
exercise a right hereunder, shall not constitute a waiver of such terms, conditions or rights, and
shall not affect or impair same, or the right of the Owner or the Contractor, as the case may be
at any time to avail itself of same.

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 SECTION XI

LABOUR LAWS , OTHER REGULATIONS AND ARBITRATION

11.0 LABOUR LAWS:

(i) No labour below the age of eighteen (18) years shall be employed on WORK.

(ii) Contractor shall not pay less than what is provided as per NRL declared rate for un-skilled,
semi skilled and skilled manpower for workers engaged by him on WORK.

(iii) Contractor shall at his expense comply with all labour laws and keep Owner indemnified in
respect thereof.

(iv) The Contractor shall pay equal wages for men and women in accordance with applicable
labour laws.

(v) In addition to above, rules and regulations as contained in Contract Labour (Regulation and
Abolition) Act, 1970 will also be applicable for the Contract. He shall pay the required deposit
under the Act appropriate to the number of workmen to be employed by him or through sub-
Contractor and get himself registered under the Act. He shall produce the certificate or
registration granted by the Govt. authority under the Act to the company before commencement
of work. The company recognizes only the Contractor and not his sub-Contractors under the
provisions of the Act. The Contractor will have to submit daily a list of his employees, who will
be entering the Company's premises for the work awarded. He will also keep his wage register
available at all times as close to the work site as possible and produce the same for inspection
whenever required by designated company officials. If the company so desires, a deposit may
be taken from the Contractor to be refunded only after the company is satisfied that all the
workmen employed by the Contractor have been fully paid for the period of work in company's
premises.

If the Contractor is covered under the Contractor labour (Regulation and Abolition)Act, he shall
obtain a license from a licensing authority ( i.e. office of the labour commissioner) by the
payment of necessary prescribed fee and the deposit, if any, before starting the work under the
Contract. Such fee deposit shall be borne by the Contractor.

(vi) Contractors labour shall no privity with Owner nor any Owner Employee relationship with
the Owner nor shall Owner be constructed as principal Owner vis-à-vis such Contractor’s Labour
for whom the principal Owner for purpose of contract Labour (Abolition & Regulation) Act be
the Contractor.

(vii) The Contractor shall employ labour in sufficient numbers directly or through Sub-
Contractors to maintain the required rate for progress and of quality to ensure Contract and to

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 the satisfaction of the Engineer-In-Charge workmanship of the degree specified in the 1st half
of the current month (1) the accident that occurred during the said fortnight showing the
circumstances under which they happened and the extent of damage and injury caused by them
and (2) the number of female workers who have been allowed Maternity Benefit as provided in
the Maternity Benefit Act 1961 or rules made there under and the amount paid to them.

(viii) The Contractor shall comply with the provisions of the payment of Wages Act1936, Minimum
Wages Act 1948, Owners Liability Act 1938, Workmen’s compensation Act 1923, Industrial
Disputes Act 1947, the Maternity Benefit Act 1961 and Contract Labour regulation and abolition
Act 1970, Employment of children Act1938 or any modifications thereof or any other law relating
thereto and rules made there under from time to time.

(ix) The Engineer-In-Charge shall on a report having been made by an Inspecting officer as defined
in Contract Labour ( Regulation and Abolition)Act 1970 have the power to deduct from the
money due to the Contractor any sum required or estimated to be required for making good
the loss suffered by a worker or workers by reason of non fulfillment of the conditions the
Contract for benefit of workers nonpayment of wages or of deductions made from his or their
wages which are no justified by the terms of the Contract or non observance of the said
regulations

(x) The Contractor shall indemnify the Owner against any payments to be made under and for the
observance of the provisions of the aforesaid 1938, Workmen’s compensation Act 1923,
Industrial Disputes Act 1947, the Maternity Benefit Act 1961 and Contract Labour regulation
and abolition Act 1970, Employment of children Act1938 or any modifications thereof or any
other law relating thereto and rules made there under from time to time.

(xi) The Engineer-In-Charge shall on a report having been made by an Inspecting officer as defined
in Contract Labour ( Regulation and Abolition)Act 1970 have the power to deduct from the
money due to the Contractor any sum required or estimated to be required for making good
the loss suffered by a worker or workers by reason of non fulfillment of the conditions the
Contract for benefit of workers nonpayment of wages or of deductions made from his or their
wages which are no justified by the terms of the Contract or non observance of the said
regulations.

11.1 IMPLEMENTATION OF APPRENTICES ACT 1964/ PROVIDENT FUND ACT:

11.1.1 Contractor shall comply with the provisions of the Apprentices Act, 1964 and the Rules and
orders issued thereunder from time to time. If he fails to do so, his failure will be a breach of
Contract and the Engineer-in-Charge may, at his discretion, cancel Contract. Contractor shall
also be liable for any pecuniary liability arising on account of any violation by him of the provision
of the Act.

11.1.2 The Contractor should strictly comply with the provisions of the Employees provident Fund
Act.

It is to be noted that the subject contract would be awarded only to those agencies who have
fulfilled the following requirements:

a) Obtained License under Labour (Abolition and Regulation) Act 1970and submitted to NRL.

b) P.F. Registration number allotted to them by RPFC and submitted to NRL.

c) The agencies should promptly deposit PF. Deduction of the eligible contract employees plus the
Owners’ contribution to the R.P.F.C. For this purpose agency must submit a certificate in their

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 bill that PF amount has been deducted from the eligible employees and alongwith Owners’
contribution has been deposited with R.P.F.C. In support of this, the agency must furnish the
challan/receipt for the payment to R.P.F.C for the earlier months.

d) If the certificate and the challan/receipt referred to in clause 9.2 (c) above are not furnished,
the Finance and Accounts deptt of NRL will deduct 16% (sixteen percent) of the amount of the
Contractor’s bill and retain it as deposits may only be refunded to the Contractor on production
of the Chalan/Receipt.

11.2 EMPLOYEES PROVIDENT FUND ACT, 1952 AND SCHEME:

(i) Contractor agree to cover all the employees engaged by him or through Sub-Contractor under
the employees provident fund scheme and shall submit necessary records to the Owner in proof
of compliance.

(ii) Contractor further agrees to defend, indemnify and hold Owner harmless from any liability or
penalty which may be imposed by the Central, State, Local or other statutory authorities by
reason of any asserted violation by Contractor or his Sub-Contractor of the provisions of the
Employees Provident Fund. Act, 1952 and the schemes thereunder.

11.3 Contractor TO INDEMNIFY Owner:

Contractor shall indemnify Owner and every member, officer and employees of Owner, also the
Engineer-in-Charge and his staff against all actions, proceedings, claims, demands, costs and
expenses whatsoever arising out of or in connection with the matters referred to in clause 7.3
and elsewhere and all actions, proceedings, claims, demands, costs and expenses which may
be made against Owner for or in respect of or arising out of any failure by Contractor in the
performance of his obligations under the Contract Document. Owner shall not be liable for or in
respect of any demand or compensation payable by law in respect of or in consequence of any
accident, death, or injury to any workmen or other person in the employment of Contractor or
his Sub-Contractor and Contractor shall indemnify and keep indemnified Owner against all such
damages and compensations and against all claims, damages, proceedings, costs, charges and
expenses whatsoever in respect thereof or in relation thereto.

(ii) PAYMENT OF CLAIMS AND DAMAGES:

Should Owner have to pay any money in respect of such claims or demands as aforesaid and
amount so paid and the costs incurred by Owner shall be charged to and paid by Contractor
and Contractor shall not be at liberty to dispute or question the right of Owner to make such
payments notwithstanding the same may have been made without his consent or authority or
in law or otherwise to the contrary.

(iii) In every case in which by virtue of the provisions of section 12, sub-section (1) of Workmen's
Compensation Act, 1923 or other applicable provision of Workmen's Compensation Act or any
other Act, Owner is obliged to pay compensation to workman employed by Contractor in
execution of WORK, Owner will recover from Contractor the amount of compensation so paid
and without prejudice to the rights of Owner under section 12, sub-section (2) of the said Act.
Owner shall be at liberty to recover such amount or any part thereof by deducting it from the
Retention money or from any sum due to Contractor whether under this Contract or otherwise.
Owner shall not be bound to contest any claim made under section 12, sub-section (1) of the

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 said Act, except on written request of Contractor and upon his giving to Owner full security for
all costs for which Owner might become liable in consequence of contesting such claim.

(iv) EMPLOYMENT LIABILITY

The Contractor shall be solely and exclusively responsible for employing persons for the
execution of work. All employees engaged by the Contractor shall be on his/their payroll and
paid by him / them. All disputes or differences between the Contractor and his/their employees
shall be settled by him/them. Owner has absolutely no liability whatsoever concerning the
employees of the Contractor. The Contractor shall indemnify Owner against all loss or damage
or liability arising out of or in the course of his/their employees. The Contractor shall make
regular and full payment of wages without giving any complaint by any employee of the
Contractor or his sub-Contractor regarding non-payment of wages /salaries or other dues.
Owner reserves the rights to make such payments directly, to such employees or sub Contractor
of the Contractor and recover the amount in full from the bills of the Contractor, and Contractor
shall not claim any compensation or reimbursement thereof. The Contractor shall comply with
the minimum wages Act applicable to the area with regard to payment of wages of his
employees and also of employees of his sub-Contractor.

The Contractor shall advise in writing to all his employees and the employees of sub-
Contractor as follows: It is fully understood that your appointment and /or deployment is only
in connection with the Owner and it does not give you any right of claim for employment by
the Owner.

11.4 HEALTH AND SANITARY ARRANGEMENTS FOR WORKERS:

In respect of all labour directly or indirectly employed in WORK for the performance Contractor's
part of this Contract, Contractor shall comply with or cause to be complied with all the rules and
regulations of the local Sanitary and other Authorities and or as framed by Owner from time to
time for the protection of health and sanitary arrangements for all Workers and or as required
under various welfare statutes.

The Contractor shall provide in the labour colony all amenities such as electricity, water and
other sanitary and health arrangements. The Contractor shall also provide necessary surface
transportation to the place of work and back to the colony for their personnel accommodated
in the labour colony.

11.5 Contractor TO PAY WAGES DIRECT TO HIS LABOURERS:

The Contractor shall effect the payment of wages to his labourers directly without the
intervention of any intermediary and no amount by way of commission or otherwise shall be
deducted or recovered from the wages of the workmen. In this regard the Contractor has to
comply the minimum wage category wise as per the prevailing rate at NRL.

11.6 MEDICAL FITNESS:

The Contractor shall employ only medically fit Personnel of Age limit upto 65 years. Contractor
shall ensure that workers including supervisors before deployment on the job are medically
examined.

11.7 SETTLEMENT OF DISPUTES

11.7.1 FOR THE SETTLEMENT OF DISPUTES WITH THE PRIVATE PARTIES:

Page 122 of 150

 All disputes of difference whatsoever which shall at any time arise between the parties hereto
touching or concerning the works or supply or the execution or maintenance thereof of this
contract/supply or the rights touching or concerning the works or the execution effect thereof
or to the rights or liabilities or the construction meaning , operation or effect thereof or to the
rights or liabilities of the parties or arising out of or in relation thereto whether during or after
completion of the Contract/supply or whether before or after determination, foreclosure or
breach of the contract/supply ( other than those in respect of which the decision of any person
is by the contract/supply expressed to be final and binding) shall be endeavored to be amicably
settled by the parties in the following manner:

a) At the first instance by the Engineer-In-Charge/ Purchase Officer

b) At the second instance by the Chief Executive of NRL (Presently Managing Director) or
authorized representatives of Chief Executive of NRL.

c) Parties may opt for conciliation under Arbitration and Conciliation Act 1996 as amended
by the Arbitration and Conciliation (Amendment) Act, 2015 or any statutory modification
or re-enactment thereof.

d) In case party is not satisfied with the above, the matter will be referred to Arbitration.

e) The option of amicably settling the dispute will be open at any time during and post
arbitration or court litigation or Tribunal or in any other jurisdictional forum and/or before
or after award, order, judgement etc. passed by arbitrator(s), court(s), tribunal(s) or any
other jurisdictional forum(s).

11.7.2 Arbitration Clause:

(a) Any dispute or difference of any nature whatsoever, any claim, cross-claim,
counter-claim or set off of NRL (hereinafter Company) against the Contractor/Vendors
or of the Contractor/Vendors against company or regarding any right, liability, act,
omission on account of any of the parties hereto arising out of or in relation to this
agreement shall be resolved through Arbitration under Arbitration and Conciliation Act
1996 as amended by the Arbitration and Conciliation (Amendment) Act, 2015 or any
statutory modification or re-enactment thereof.

(b) Reference to Arbitration shall be made by writing a letter to the Managing

Director of the Company, with copy to the Contractor/Vendor or Company, as the case
may be.

(c ) Managing Director, on receipt of the letter referring the dispute to Arbitration, shall,
within 30 days from the receipt of the said letter, appoint a sole Arbitrator, who is not
disqualified to act as such Arbitrator under the Arbitration and Conciliation Act 1996, as
amended by the Arbitration and Conciliation (Amendment) Act, 2015 or any statutory
modification or re-enactment thereof to adjudicate the dispute(s) between the parties.

(d) In the event the parties desire that the Arbitration will be by a Tribunal consisting of three
Arbitrators, then each party will nominate one person to act as Arbitrator and the two
Arbitrators so nominated will select the third and Presiding Arbitrator to adjudicate the
dispute. The arbitrators so nominated / selected shall not be disqualified to act as such
Arbitrators under the Arbitration and Conciliation Act 1996, as amended by the Arbitration
and Conciliation (Amendment) Act, 2015 or any statutory modification or re-enactment
thereof.

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 (e) Subject to the provisions of the Arbitration and Conciliation Act, 1996, as amended by the
Arbitration and Conciliation (Amendment) Act, 2015 or any statutory modification or re-
enactment thereof, the award of the Arbitrator or the Arbitrators, as the case may be,
shall be final, conclusive and binding on both parties to the Agreement.

(f) The party(ies) against whom the Arbitration proceedings have been initiated, that is to
say, the Respondents in the proceedings, shall be entitled to prefer a Cross-Claim, Counter-
Claim or set off before the Arbitrator(s) in respect of any matter or issue arising out of or
in relation to the Agreement without seeking a formal reference to arbitration for such
Counter-Claim, Cross Claim or set off and the Arbitrator(s) shall be entitled to consider
and deal with the same as if the matters arising there from has/have been referred to
him/them originally and deemed to form part of the reference made to Arbitration.

(g) Place of arbitration shall be in Numaligarh only unless otherwise fixed by the parties.

(h) The parties hereby agree that, unless the Arbitration and Conciliation Act,1996, as
amended by the Arbitration and Conciliation (Amendment) Act, 2015 or any statutory
modification or re-enactment thereof prohibits, the courts in the city of Golaghat alone
shall have jurisdiction to entertain any application or other proceedings in respect of
anything arising under this agreement and any award or awards made by the Sole
Arbitrator / Arbitral tribunal shall be filed in the concerned courts in the city of Golaghat
only.

11.7.3 FOR THE SETTLEMENT OF DISPUTES WITH PSEs / Government (except a dispute
or difference concerning the Railways, Income Tax, Customs and Excise Duties):

As per Government guidelines / circulars, etc prevailing at the time of reference of the
disputes.

11.7.4 JURIDICTION

All disputes, actions and proceedings arising out of this contract shall be under the
jurisdictions of the courts in the city of Golaghat only.

Page 124 of 150

 SECTION XII

SAFETY CODE

NOTE : Details related to Safety Rules and Regulations is enclosed along with the GCC as GCC_
Annexure 8. ContractorS may go through the ContractorS SAFETY REGULATION along with the GCC
before commencement of their work.

Page 125 of 150

 SECTION XII

SECURITY REGULATIONS FOR REFINERY

13.0 INTRODUCTION

13.1 Contractor shall adhere to safe construction practice and guard against hazardous and unsafe
working conditions. All Security Rules shall also be observed by all personnel of Contractor to
maintain orderly conditions. Security Regulations as laid down hereunder shall be strictly
adhered to.

130.2 The term Contractor as used in this section shall be understood to include any and all sub
Contractors performing work on behalf of the Contractor, who shall be responsible for
communicating the information contained herein to the respective sub-Contractor and for
directing and supervising their work.

13.3 PROCEDORE GOVERNING ENTRY / EXIT OF Contractor’S PERSONNEL INTO AND

FROM REFINERY PREMISES

In order to prevent accidents/explosions that may arise due to highly inflammable vapor present
in the surrounding area, following precautions and permissions shall be taken and procedures
as laid down below shall be followed :

13.4 PLACES OF ENTRY / EXIT

a) Entry / exit for all will be through the main gate of refinery only and those working in NRMT
area will be allowed entry / exit via the NRMT gate

b) Each Contractor’s supervisor must be present at the gates to direct them to the respective
work location. The workers will move in one group.

c) Contractor’s supervisors at the time of exit must collect all their men to take the whole lot of
them out of the refinery at the same time.

e) Supervisor must submit every morning, the numbers of workers attended duty to the CISF
control room on or before 09:00 AM .

13.5 TIMING FOR ENTRY / EXIT AND DAYS OF WORKS

a) Normal entry : 07:45 AM to 8:30 AM

Normal exit : 4:30 PM to 5:30 PM

Lunch Break : 1200 noon to 1:00 PM

b) Contractor employees will not be normally permitted to enter Refinery premises on

Sundays and Refinery holidays.

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 c) Where it is essential for contract work to continue beyond 5.00 pm or for work on
Sundays and Holidays, NRL site engineer will arrange for necessary permission etc. by
obtaining approval of CISF officer.

d) No Contractor’s workmen will be allowed to get out at any odd time without written
authority from their supervisors and the workmen will have to produce the same at the
gate along with the exit pass from NRL site supervisor.

e) Worker going out of the Refinery for lunch will be issued with a lunch pass by their
respective authorized supervisor at the exit gate.

13.6 GATE ENTRY / EXIT PROCEDURE & TRAINING

Being a major chemical hazard industry restriction of men and materials to Refinery and Terminal
operations are very essential both for safety and security point of view. Therefore on award of
a contract and prior to commencement of work the Contractor must do all the formalities to get
entry pass and must show identity/gate pass at entry point. All the persons must carry gate pass
all the time while in Factory premises which may be checked by Owners representatives or CISF
at any time.

1. Present Gate Pass System for Contractor / Supervisors / Workmen / Vendors / Visitors has
been described in

2. Vehicle Pass for Contractors: Refer clause 10.8

3. Special permission for holidays / Sundays / Night:

Modality: Special permission is required for working on holidays / Sunday / nights. For this,
Request letter, routed through NRL EIC is to be initiated by the concerned Contractor to CISF.

4. Material / Equipment Entry and exit:

Entry / Exit of material or equipment brought by the Contractor will be allowed through the
designated Gate as per procedure and policy of the company. In general, for any material /
equipment’s brought inside the Refinery by the Contractors the challan must be endorsed at the
designated Gate by Security Staff (CISF) and then taken to the authorized Representative of the
Owner for checking before it is taken to site or put to use. While taking out the materials out of
the Refinery, the same has to be certified by the same authorized Representative of Owner and
the material gate pass along with stamped challan indicating cross reference to the gate pass
will be handed over to security person at the designated Gate. Security Section will keep a record
of Contractor’s men who enter the Refinery and keep P&A informed. The Security Staff will check
Contractor’s vehicles including cars at the Gate.

13.7 BIOMETRIC CARD :

a) Proximity punch card / Biometric photo Punch card will be issued to the Contractor / Supervisor
/ AMC workers having a valid photo gate gate pass for a period not less than 6 months. The
cost of each punch card is Rs 200/-. The Contractor should make a DD in favour of NRL
immediately after receiving a valid photo gate pass for all the workers working under him.
b) For workers whose gate pass is valid less than six months, a simple biometric punch card will
be issued the cost of the card will be Rs 100/- .

c. If the card is lost, FIR should be lodged immediately by the card holder and a penalty of Rs.
100 per card will be imposed which should be paid by the Contractor in the form of DD to NRL.

Page 127 of 150

 d. Punch card is not transferable at all. If anyone misuse thepunch card, his gate pass will be
permanently cancelled .

e. It is the responsibility of the Contractor to hand over the punch card to the workers / supervisor
after collecting from competent authority .

f. The Contractor should also collect the punch card from the worker if the gate pass is expiredor
if the worker is no more working under him.

g. Final payment to the Contractor shall be cleared only after the clearance of security in charge
to ensure that all the punch cards issued are received by NRL.

13.8 VEHICLE MOVEMENT

Vehicles are always a probable source of ignition and as such it is considered as a hazard. In
petroleum refining installation, presence of hydrocarbon or other inflammable vapour can’t be
ruled out. A minor source of ignition may cause fire & explosion and as such movement of vehicle
inside the Refinery is to be controlled. With this in mind vehicles shall normally be kept outside
the Main gate and a limited number of vehicles will be allowed to ply. No petrol engine driven
vehicle is allowed to ply inside the Refinery. Motorcycles & Cycles should also be parked in the
designated area outside the Main Gate.

However, some vehicles / mobile equipment, etc required for carrying out operation,
maintenance & project activities may be allowed to ply inside the Refinery after certification with
suitable justifications by the Engineer In-charge. Vehicle Owner & Driver of the vehicles, which
are allowed to ply inside the Refinery Premises, must ensure to comply the following regulations.
All relevant documents like RC, Insurance, License, PUC, Road tax clearances etc should be kept
in the vehicle.

13.8.1 Permit for Vehicle & Driver:

Vehicle Pass for Contractor:

a.Modality: Vehicle pass is not issued to personal cars used by Contractors for their outside movement.
However, if used for site activities (truck, dumper, maintenance van, etc), gate pass is issued for such
vehicles on recommendation from NRL EIC. Only Diesel driven vehicles fitted with CCOE approved
spark arrestors will be given gate pass.

b. Validity: Initial for a maximum period of 06 month, which may then be extended further on
recommendation from NRL Engineer In-Charge.

c. Format: Printed format available with CISF.

d. Gate pass of driver will be as per procedure for Contractors’ workmen, based on application along
with all relevant documents. However few specific requirements are also shown here.

e. Signatories (in sequence): Signatures of Contractor, NRL EIC, CISF.

f. Necessary documents:

· Completely filled up format along with sign and seal of all signatories.
· Copy of RC, Insurance, PUC Certificate, Fitness Certificate.
· Copy of valid Driving License of the driver.

Page 128 of 150

 · The Owner must apply for entry pass both for vehicle and driver to CISF through P&A in the
prescribed format attaching all necessary documents.

· All vehicles used inside the Refinery must be mechanically sound and having a current vehicle
registration applicable as per Motor Vehicle Act. No unauthorized person other than the
authorized driver of that vehicle is permitted to drive the vehicle. Action may be taken against
the Owner in case it is violated.

13.8.2 Dress Code for Driver & Licensee:

· The driver must have valid driving license and must wear uniform.

13.8.3 Fire & Safety Training:

Training on Fire & Safety is imparted to all Drivers / Helpers and after the training program, Safety
Training Card is issued to the Drivers. The Drivers must keep this Safety training card with them. The
Training card will be ceased if any Driver is found violating the safety instructions. Drivers having the
formal permit must ensure to comply the following:

· Adherence to speed limit

· Actions in case of emergency siren

· Safety precautions to be exercised while driving the vehicle inside Refinery. Regular Safety
briefing is also normally carried out for the Drivers / Helpers by the Company employees.

13.8.4 Diesel Vehicle / Spark Arrestor:

Only diesel engine driven vehicle having CCOE (PESO) approved spark arrester is allowed to ply inside
the operational area. The Spark arrestor will be checked at Entry by CISF. Permit of the Vehicle plying
without proper spark arrester may be ceased. NRL may provide the spark arrester, if available, on
chargeable basis.

13.8.5 Designated Parking Place:

Contractors and their employees should not park motor vehicles or other mobile equipment in any
manner that will block Fire Hydrants, Fire Fighting / Protection Equipment & Alarm system and access
to Building, Walkway. Etc. Vehicles may not be parked where they are likely to impede the movements
of other vehicles in the Refinery and care must be taken when parking near railway tracks to see that
sufficient clearance is allowed between vehicles and locomotive / trucks. The driver should be near to
the vehicle always when parked inside and in no case he should take out the key of the vehicle with
him so that in case of emergency vehicle can be moved to safe place.

Bus should stop only in the designated location / Bus Stop.

13.8.6 Speed Limit:

All vehicles entering or leaving the Refinery must come to complete halt at the Security Gate for
checking by the Security Staff. The maximum speed limit of any vehicle inside Refinery is 25 KM
/Hr.

13.8.7 Designated Route / No Entry:

Page 129 of 150

Roads close to the Critical Units are not permitted to use by any type of vehicles. Contractor /
Driver must make themselves aware of these traffic rules.

13.8.8 Precautions / Regulations for Heavy Vehicles:

While carrying out various operation, maintenance & project related activities inside the Refinery
Premises, Contractors are required to use truck, tractor, trailer, damper, etc. In order to prevent any
untoward incident out of the operation of these vehicles, Contractor must follow the following
guidelines.

· Contractor’s trucks and other mobile equipment’s sh ould be built / constructed so as to

prevent material from falling off the mobile equipment on the Refinery roads. If the material
does fall from Contractor’s equipment, the Contractor shall remove material from the road
immediately. These equipments like must be maintained in good conditions.

· Hanging load on sides and at rear of vehicle is prohibited. If at all it is unavoidable,

permission is to be obtained from EIC.

· Contractors must not refuel gasoline or diesel engine driven vehicles. When refueling is to
be done inside the unit during turnaround, a special permission should be obtained from the
EIC / F&S Section.

· No vehicle shall be loaded beyond its Safe Working Load (SWL) capacity.

· In case of any fire, all roads should be cleared for the movement of Fire Tenders & Rescue
Vehicles. Over taking is strictly prohibited inside the Refinery Premises.

· Incident on violations of traffic rule within the Refinery premises if noticed will be strictly dealt
with.

Page 130 of 150

Page 131 of 150
 Procedures for Contractor’s Gate Pass Issue and
Extension. ANNEXURE A

Type of Documents
Document required
Documents
Gate Pass s for
Sl Pass required
Renewal considered
for new
and Maximum validity / period for extension
No. holder issue
purpose Residential proof
of issue
Training 1
1 Contractor, Biometric Fire Card validity Next Fire Training 1. Completely filled Any of the . Filled in
vendor/Su format
p or contractual period Card validity or up application following : signed
whichever is contractual 1 and sealed
ervisor earlier period signed and sealed . PRC (issued by by
whichever is by EIC. District / Sub EIC.
2
earlier 2. Two copies of Division . Photocopy of
recent passport authority
size ) previous
photos 2 Certificat
. . e issued Biometric
3. PF / ESI Code by Village Head / Card.
3
4. Proof of Fire Municipality . Valid Fire
Training
taken in Board Head with Card
NRL photograph
5. Residential proof verified by Police
authority
)
3 Passport /
. Driving
licens
e / Voter
Identity card /
Ration Card.
4
. Aadhar card
Page 132 of 150
2 Contract Biometric If Police Verification is Next Fire Training 1. Above documents Any of the above Above
available, Fire Training document documents,
worker. Card Card validity or along with s using
validity or contractual contractual appropriate
Card period period format appropriate
whichever is 2
earlier. whichever is . Forwarding letter format
earlier
. from the
Note:1.If Police concerned
Verification is not
available, Contractor along
with list of
Initially the card will be persons
activated in system for
90 3. PF/ESI/Bank
days. 2. If PV is not Account
received No.
from Police Deptt till 90
days, same will be
activated

Page 133 of 150

 for Fire Training Card
validity or contractual
period
whicheve
r is earlier. 3. In
case of adverse PV
report,
card shall be
cancelled.
Pape Issued job
3 Very r Pass 7 days Nil 1. List of all workers based.
temporary (to be along with their Not extendable.
issue
contract d in address
(permanen
workers the t and
presen
application t address)
itself, for and recent
photograp
workers hs in
appropriate
engaged format
Undertakin
for short 2. g from
Contracto
duration r
(forwarde
jobs like d by
mass NRL EIC),
introducin
concreting g the
etc. workers and
taking all
responsibility of
activities of the
workmen inside
refinery.
3. Safety briefing
record (to be
endorsed F&S /
Page 134 of 150
 Projec
t Safety
Official in the
list).
Govt Photo
4. ID
60 Completel
4 Outside pass shall 60 days days. 1. y filled Extra Residential Extension
Proof not
Executive be issued up application required granted on
an recommendatio
on on the signed d sealed n
temporary application by EIC. of EIC No other
assignmen
t itself 2. F&S briefing by document
user department
(Format (to required.
be
5). recorded in the
application
)

Page 135 of 150

In case
stay 3. Photocopy of I
beyon Card
d 5 of concerned
days
, organization /
biometric Driving License /
Passport / Voter
card may ID
OR recent
be issued passport
based on size photograph
the above plus forwarding
pass
. letter from
concerned
organisation.

Page 136 of 150

 Annexure B

Proof of Date of Birth

Any one of the following documents should be submitted as Age Proof:

1. Birth Certificate issued by the Registrar of Births and Deaths or the Municipal Corporation
or any other prescribed authority, whosoever has been empowered under the Registration of
Birth and Deaths Act, 1969 to register the birth of a child born in India.

2. Transfer/School leaving/Matriculation Certificate issued by the school last

attended/recognised educational board having the date of birth of the applicant.

3. PAN Card issued by the Income Tax Department having the date of birth of the applicant.

4. Aadhaar Card/E-Aadhaar having the date of birth of the applicant.

5. Copy of an extract of the service record of the applicant (only in respect of Government
servants) or the Pay Pension Order (in respect of retired Government Servants), duly
attested/certified by the officer/in-charge of the Administration of the concerned
Ministry/Department of the applicant, having his date of birth.

6. Driving licence issued by the Transport Department of the concerned State Government,
having the date of birth of the applicant.

7. Election Photo Identity Card/Voter ID issued by the Election Commission of India

containing the date of birth of the applicant.

8. Policy Bond issued by Public Life Insurance Corporations/Companies containing the date
of birth of the holder of the insurance policy.

________________________
_______

Page 137 of 150

Page 138 of 150
 Contract AGREEMENT

A Contract AGREEMENT made this __________ day of _______________, _________ for

the work ……………………………………………………………………………………………………………... Work
Order No. : …………………………… dated ……………………. between NUMALIGARH REFINERY
LIMITED, a company incorporated in India and having its registered office at Regd. Office:
122A, G.S. Road, Christianbasti, Guwahati-781005, Assam, hereinafter called the "Owner" (
which term shall, unless excluded by or repugnant to the subject or context include its
successors and assignees) of the one part and M/s …………………….,
…………………………………………………………………………………………………………………… hereinafter
called the "Contractor" (which term shall unless excluded by or repugnant to the subject or
context include its successors and permitted assignees) of the other part.

WHEREAS:

A. The Owner being desirous of having provided and executed certain works mentioned,
enumerated or referred to in the tender documents including Letter Inviting Tender, General
Tender Notice, General Conditions of Contract, Special Conditions of Contract,
Specifications, Drawings, Plans, Time Schedule of Completion of Jobs, Schedule of Rates,
Agreed Variations, other documents etc. has called for Tender.

B. The tender documents including the Notice Inviting Tender, General Conditions of
Contract, Special Conditions of Contract , Schedule of Rates, General obligation,
Specifications, Drawings, Plans, Time schedule of completion of jobs, Letter of Acceptance
of tender and any statement of agreed variations with its enclosures copies of which are
hereto annexed shall constitute the “Contract Documents” though separately set out
herein and are included in the expression " Contract" wherever herein used.

C. The Contractor has been given the opportunity before or at the time of entrusting of the
WORK to him / her of making an inspection of the site, the nature of the site and local
conditions , the quantities, nature and magnitude of the work, the availability of labour and
materials necessary for the execution of work, the means of access to site, the supply of
power and water there to and the accommodation he/she may require and to make local
and independent enquiries and obtain complete information as to the matters and things
referred to, or implied in the tender documents or having any connection therewith, and
to consider the nature and extent of all probable and possible situations, delays, hindrances
or interferences to or with the execution and completion of the work to be carried out under
the contract, to set at rest any doubt he / she may have had about the difficulties attending
his / her offer and any difficulties which may be met with by him/ her in the course of the
execution of the work shall neither relieve him / her from fulfilling the terms of this
agreement, nor entitle him / her to claim any extra payment or extension of the period
stipulated for the completion of the WORK except where it will be agreed by the Owner’s
authorized engineer-in-charge that such difficulties could not have been foreseen.

AND WHEREAS

The Owner accepted the Tender of the Contract for the provision and the execution of the
said work at the rates stated in the Schedule of Quantities of work and finally approved by
Page 139 of 150
Owner (hereinafter called the " Schedule of Rates") upon the terms and subjects to the
conditions of Contract.

NOW THE AGREEMENT WITNESSETH & IT IS HEREBY AGREED AND DECLARED AS FOLLOWS
:

1. In consideration of the payment to be made to the Contractor for the work to be executed
by him, the Contractor hereby covenants with the Owner that, the Contractor shall and will
duly carry out and complete the work as mentioned in the Contract, hereinafter referred to
as "the WORK " which expression shall include all amendments therein and / or
modifications thereof , for the Owner at its specified site to its complete satisfaction in
accordance with the works, specifications, schedule of rates and plans mentioned,
enumerated or referred to in the Contract and with the instructions given from time to time
by the Owner’s authorized engineer-in-charge under whose supervision the WORK shall be
executed, and perform all other acts and things in the Contract mentioned or described or
which are to be implied there from or may be reasonably necessary for the completion of
the said works and at the said times and in the manner and subject to the terms and
conditions or stipulations mentioned in the Contract.

2. In consideration of the due provision, execution and completion of the said works, the
Owner does hereby agree with the Contractor that the Owner will pay to the Contractor the
respective amounts for the work actually done by him and approved by the Owner at the
Schedule of Rates and such other sum payable to the Contractor under provision of
Contract, such payment to be made at such time in such manner as provided for in the
Contract.

3. In consideration of the provision, execution and completion of the said works the Contractor
does hereby agree to pay such sums as may be due to the Owner for the services rendered
by the Owner TO THE Contractor, such as power supply, water supply and others as set for
in the said Contract and such other sums as may become payable to the Owner towards
the controlled items of consumable materials or towards loss, damage to the Owner's
equipment, materials construction plant and machinery, such payments to be made at such
time and in such manner as is provided in the Contract.

4. The Contractor shall have no right, title or interest in the site made available by the Owner
for execution of the works or in the building, structures or works executed on the said site
by the Contractor or in the goods, articles, materials, etc. brought on the said site (unless
the same specifically belongs to the Contractor) and the Contractor shall not have or
deemed to have any lien whatever charge for unpaid bills will not be entitled to assume or
retain possession or control of the site or structures and the Owner shall have an absolute
and unfettered right to take full possession of site and to remove the Contractor, their
servants, agents and materials belonging to the Contractor and lying on the site.

5. The Contractor shall be allowed to enter upon the site for execution of the works only as a
licensee simpliciter and shall not have any claim, right, title or interest in the site or the
structures erected there on and the Owner shall be entitled to terminate such licence at any
time without assigning any reason.

Page 140 of 150

6. If "the WORK " involves excavation nature of job, then any material which may be found,
unearthed, dug up or excavated from the execution site shall, unless otherwise expressly
agreed under this Contract, exclusively belong to the Owner and the Contractor shall have
no right to claim over the same and such excavation and materials should be disposed off
on account of the Owner according to the instruction in writing issued from time to time by
the ENGINEER-IN-CHARGE.

7. All disputes or differences arising out of this contract shall be referred to the Arbitration as
per GPC/GCC Clause whichever is applicable and all disputes, actions and proceedings
arising out of this contract shall also be as per GPC/GCC.

8. The contract documents mentioned in Point-B hereof embody the entire Contract between
the parties hereto, and the parties declare that in entering into this Contract, they do not
rely upon any previous representation, whether express or implied and whether written or
oral, or any inducement, understanding or agreements of any kind not included within the
contract documents and all prior negotiations, representations, contracts and/or
agreements and understandings related to the work are hereby cancelled.

9. The Contract and benefits and obligations thereof shall be strictly personal to the Contractor
and shall not on any account be assignable or transferable by the CONTARCTOR.

10. No failure or delay by the Owner in enforcing any right or remedy of the Owner in terms of
the contract or any obligation or liability of the Contractor in terms thereof shall be deemed
to be a waiver of such right, remedy, obligation or liability, as the case may be, by the
Owner and notwithstanding such failure or delay, the Owner shall be entitled at any time to
enforce such right, remedy, obligation or liability, as the case may be.

11. The Contractor shall ensure that the Contractor’s personnel or representatives shall comply
all the safety regulations issued from time to time by the Owner or otherwise howsoever
and should any injury resulting in death or not or damage to any property occur as result
of failure to comply with such regulations, the Contractor shall be held responsible for the
consequences thereof, shall keep the Owner harmless and indemnified.

12. The Contractor shall at the request of the Owner’s authorized Officer immediately dismiss
from the WORK, any person employed thereon who, in the opinion of the Owner’s
authorized Officer, is unsuitable or incompetent or who, has been guilty of misconduct and
such person shall not again be employed or allowed on the works without permission from
the Owner, in writing.

The parties hereto agree that this agreement shall be effective from the date of the aforesaid
Purchase Order/Contract.

In Witness whereof the parties have executed these presents in the day and the year first above
written.

Signed and Delivered for and Signed and Delivered for and
on behalf of Owner - on behalf of ContractorS -

Page 141 of 150

M/s Numaligarh Refinery Ltd. M/s
………………………………….,
…………………………………………,
…………………………………………..
……………………………………………..

Signature : …………………………… Signature: ……………………………

Seal : Seal :

Date : ……………………………….. Date : …………………………….

Place : NRL, Numaligarh Place : NRL, Numaligarh

IN PRESENCE OF TWO WITNESSES

1. 1.

2. 2.
ANNEXURE-……..

BANK GUARANTEE FOR EARNEST MONEY DEPOSIT

(To be stamped in accordance with the stamp Act)

Ref………………………….. Bank Guarantee No……………….

To,

Numaligarh Refinery Ltd.

Regd. Office: 122A,
G.S. Road, Christian Basti,
Guwahati-781005, Assam,

Dear Sir (s)

In accordance with letter inviting Tender under reference No………………………………………………

M/S…………………………………………………………………….having their Registered/Head office
at……………………………………………………………….(hereinafter called the Tenderer) wish to participate
in the side tender for……………………………………………………………………………

As an irrevocable bank Guarantee against Earnest Money Deposit for an amount of

Rs.……………………….is required to be submitted by the Tenderer as a condition precedent for

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participation in the said Tender which amount is liable to be forfeited on the happening of any
contingencies mentioned in the Tender Document.

We, the……………………………………Bank at …………………….. Having our Head

office………………………………………………… (Local Address) guarantees and undertakes to pay
immediately on demand by Numaligarh Refinery Ltd. The amount
Rs.……………………………………………..Without any reservation, protest, demur and recourse. Any
such demand made by Numaligarh Refinery Ltd. shall be conclusive and binding on us irrespective
of any dispute or difference raised by the Tendered.

This guarantee shall be irrevocable and shall remain valid up to…………………………………………

[this date should be 180 days(one hundred & eighty days) after the date finally set out for closing
of tender] If any further extension of this guarantee is required, the same shall be extended to such
required period on receiving instructions from M/s Numaligarh Refinery Ltd on whose behalf
this guarantee is issued.

In witness where of the Bank, through its authorized officer, has set its hand stamp on this………Day
of……….20…………at………

WITNESS: (SIGNATURE NAME)

(SIGNATURE NAME) Designation with Bank Stamp
Attorney as per

(OFFICIAL ADDRESS) Power of Attorney No…………..

Date………………………………

**********************************

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PROFORMA OF BANK GURANTEE FOR SECURITY DEPOSIT
(ON NON – JUDICIAL PAPER OF APPROPRIATE VALUE)

To

Numaligarh Refinery Ltd.

122A, G.S. Road, Christanbasti
Guwahati –781005

Dear Sirs:

M/s ………………………………….. Have taken tender for the work of … …...………….. for
Numaligarh Refinery Limited, 147-Udayan, R.G. Baruah Road Guwahati-781 005.

The tender conditions of contract provide that the Contractor shall pay a sum of
Rs……….… (Rupees ………………………………) as initial/full security Deposit in the form
there in mentioned. The form of payment of security deposit includes guarantee
executed by Nationalized Schedule ‘A’ Bank, undertaking full responsibility to
indemnify Numaligarh Refinery Ltd. in case of default.

The said ………………………. has approached us and at their request and in

consideration of the premises we having our office at ………………. have agreed to
give such guarantee as hereinafter mentioned.

1. We hereby undertake and agree with you that if default shall be made by
M/s………… in performing any of the terms and condition of the tender or in
payment of any money payable to Numaligarh Refinery Ltd. We shall on
demand pay to you in such manner as you direct the said amount of Rupees
……… only or such portion thereof not exceeding the said sum as you from
time to time require.

2. You will have the full liberty without reference to us and without affecting this
guarantee postpone for any time or from time to time the exercise of any of
the powers and rights conferred on you under the contract with the said
…………………………. and to enforce or to forebear from endorsing any powers
or rights or by reason of time being given to said ………… which under law
relating to the sureties would but for provision have the effect of releasing us.

3. Your right to recover the said sum of Rs. …………………………….. (Rupees

………………………….) from us in manner aforesaid will not be affected or
suspended by reason of the fact that any dispute or disputes have been raised

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 by the said M/s …………………. and /or that any dispute or disputes are pending
before any officer, tribunal or court.

4. The guarantee herein contained shall not be determined or affected by the

liquidation or winding up dissolution or changes of constitution or insolvency
of the said, but shall in all respects and for all purposes be binding and
operative until payment of all money due to you in respect of such liabilities
is paid.

5. Our liability under this guarantee is restricted to (Rupees. ………………………).

Our guarantee shall remain in force until ……………………………….. unless a suit
or action to enforce a claim under Guarantee is filled against us within six
months from …………… (Which is date of expiry of guarantee) all your rights
under the said guarantee shall be forfeited and we shall be relived and
discharged from all liabilities thereunder.

6. We have power to issue this guarantee in your favour under Memorandum

and Articles of Association and the undersigned has full power to do under the
power of Attorney dated ……………. granted to him by the Bank.

Yours faithfully,

_____________ Bank
By its Constituted Attorney

Signature of a person duly

Authorized to sign on behalf
Of the Bank.

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 ANNEXURE-…

INDENTURE FOR SECURED ADVANCES

THIS INDENTURE made the........................................... day

of.............199
between.......................................................................................(hereinafter called
the Contractor which expression shall where the context so admits or implies be
deemed to include his executors, administrator and the assignees) of one part
and Numaligarh Refinery Ltd, (hereinafter called the Numaligarh Refinery Limited
which expression shall where the context so admits or implies be deemed to include its
successors in office and assignees) of other part.

WHEREAS BY an Agreement
No..................................................
dated............................(hereinafter called the said agreement) the
Contractor has agreed............................................ and WHEREAS
the Contractor has applied to the Numaligarh Refinery Limited that he may be allowed
advances on the security of materials absolutely belonging to him and brought by
him to site of the works, the subject of the said agreement for
use in the construction of such of the works as he has undertaken to execute at rates
fixed for the finished work (inclusive of the cost of materials and labour and other
charges) and whereas the Numaligarh Refinery Limited has agreed to advance to
the Contractor an amount upto
Rs......................(Rupees..................................................only) on the security of the
quantities and other particulars of the materials on the security of which the advance
or advances are made as detailed in the secured advance account forming account
bill preferred from time to time and signed by the Contractor for the said works.

NOW THIS INDENTURE WITNESS that in pursuance of the said agreement

and in consideration of amounts aggregating to
the sum of
Rs.......................(Rupees...................................................................................only)
on or after the execution of these presents paid to the Numaligarh Refinery Limited.
(The receipt where of the Contractor hereby acknowledge) Contractor both hereby
covenent and agreewith the Numaligarh Refinery Limited and declare as follows:

1. That the said sum aggregating.................(Rupees................................only) so

advanced
by the Numaligarh Refinery Limited to Contractor as aforesaid shall be employed
by the Contractor in or towards expediting the execution of the said works
and for no other purpose whatsoever.

2. That the materials detailed in the said Running Account Bills which have been
offered to and accepted by the Numaligarh Refinery Limited as Security
are absolutely the Contractor’s own property, and free from encumbrances of
any kinds and the Contractor hereby agrees to indemnify the Numaligarh
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 Refinery Limited against all claims to any materials in respect of which an advance
has been made to him as aforesaid.

3. That the materials detailed in the said Running Account Bills (hereinafter called
the said materials) shall be used by the Contractor solely for the execution of
the said works in accordance with the directions of the Engineer-in-charge
and in terms of the said agreement.

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4. That the Contractor shall make at his own cost all necessary and adequate
arrangements
for the proper watch, safe custody and protection against all risk of the said
materials and that until used in construction as aforesaid the said materials shall
remain at the site of the said works in the Contractors custody and on his own
responsibility and shall at all times
be open to inspection by the event of the said materials or any part thereof being
stolen, destroyed or damaged the Contractor will forthwith replace the same with
other materials
of like quality or repair and make good the same as required by the Engineer- in –
charge.

5. That the said materials shall not on any account be removed from the site
of the said works except with the written permission of the Engineer- in –
charge or an officer authorised by him on that behalf.

6. That the advanced shall be repayable in full when or before the Contractor
receives payment from the Numaligarh Refinery Ltd. of the price payable of him
or the said works under the terms and the provision of the said agreement
provided that if any intermediate payments are made to the Contractor on account
of work done then the occasion of each such payments the Numaligarh Refinery
Ltd. will be at liberty to make recovery from the Contractors bill for such payment
by deducting there from the value of the said materials then actually used in the
conclusion and in respect of which recovery has not been made previously the
value for this purpose being determined in respect of each description of
materials at the rates at which the amounts of the advances made under these
presents were calculated.

7. That if the Contractor shall at any time make any default in the
performance or observance in any of the terms and provision of the said
agreement the total amount of
the advance or advances that may still be owing in the Numaligarh Refinery Ltd.
together with the interest thereon at eighteen(18) percent per annum from the
date or respective dates of such advance or advances to the dates of repayment
will with all costs, charges, damages and expenses incurred by the Numaligarh
Refinery Ltd. in the recovery thereof
the security or otherwise by reason of the default of the Contractor hereby
convenants and agrees with the Numaligarh Refinery Ltd. to repay and pay the
same respectively to him accordingly.

8. That the Contractor hereby gives charge of all the said materials for the
repayment to the Numaligarh Refinery Ltd. of the
said sum aggregating to
Rs………………………(Rupees…………………………………………….. only) and
all costs, charges, damages and expenses payable under these presents
PROVIDED ALLWAYS AND it is hereby agreed and declared that notwithstanding
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anything in the said agreement and without prejudice to the powers contained
therein if and when ever
the money owing shall not be paid in accordance herewith, the Numaligarh
Refinery Ltd. may at any time thereafter adopt all or any of the following courses as
it may deem best.

a) Seize and utilise the said materials or any part thereof in the completion
of the said works on behalf of the Contractor is accordance with the
provision in that behalf contained in the said agreement debiting the
Contractor with the actual

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 cost of effecting such completion and the amount due in respect of
advances
under these presents and crediting the Contractor with the value of work
done
as if he had carried it out in accordance with the said agreement and the
rates thereby provided. If the balance is against the Contractor he is to pay
the same
to Numaligarh Refinery Ltd. on demand.

b) Remove and sell by the public auction the seized materials or any part
thereof and out of the money arising from the sales retain all the
sums aforesaid repayble to the Numaligarh Refinery Ltd. under these
presents and pay over the surplus (if any) to the Contractor.

c) Deduct all or any part of the money owing out of the security deposits or
any due sum to the Contractor under the said agreement.

9. That in event of any conflict between the provisions of these presents and
the said agreement the provisions of the said agreement shall prevail and in
the event of any dispute or difference arising over the construction or effect
of these presents the settlement of which has not been herein before expressly
provided for, the same shall be referred to arbitration as provided in the said
agreement.

IN WITNESS WHEREOF .......................................……………………………………. and

Numaligarh Refinery Ltd by the order and under the directions of the Numaligarh Refinery
Ltd have herein to set their respective hands the day and year first above written.

Signed, scaled and delivered Signature :

By the said Contractor in the
Presence of Name :

Address :
Witness:

Signed by the order and direction Signature :

Of the Numaligarh Refinery Ltd
In the presence of Name :

Witeness:

Address :

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