reply to bidders queries vol-ii part 2/2 tender ......reply to bidders queries vol-ii part 2/2...

Reply to bidders Queries Vol-II Part 2/2

TENDER DOCUMENT NO. IGL/ND/C&P/M14314

Tender for HIRING OF SAP PRODUCTION SUPPORT SERVICES FOR 2 YEARS

Sec No./ Cls.

Page No.

Requirements as per tender Deviation by Bidder

SECTION II INSTRUCTION TO BIDDERS (ITB) 12. BID PRICES

15 12.7 Bidder shall quote the all-inclusive prices as per scope of work and SOR of this tender, taking into consideration all applicable taxes, duties, overheads, transportation, conveyance, lodging, trainings, recruitments, communication charges, cost for providing tools , site visits etc. and nothing extra shall be payable by the Purchaser.

Bidder suggests this provision be revised as under: 12.7 Except for otherwise provided by the Bidder in its proposal, Bidder shall quote the all-inclusive prices as per scope of work and SOR of this tender, taking into consideration all applicable taxes, duties, overheads, transportation, conveyance, lodging, trainings, recruitments, communication charges, cost for providing tools , site visits etc. and nothing extra shall be payable by the Purchaser.

Tender conditions prevail

SECTION II INSTRUCTION TO BIDDERS (ITB) 19. DEVIATIONS

17-18 19.1 Purchaser will appreciate submission of offer based on the terms and conditions in the enclosed GCC, SCC, ITB, Scope of Work, Technical Specification etc. to avoid delay seeking clarifications on technical/ commercial aspect of the offer. 19.2 Deviation, if any has to be listed only in the Form F- 5 of the bid submitted by the Bidder. Deviations listed anywhere else will not be considered and in case of award of the job to the Bidder, the job has to be completed in accordance with the tender terms and conditions without any commercial implications to the Purchaser. 19.3 Notwithstanding to the above, bids with

Bidder suggests this provision be revised as under: 19.1 Purchaser will appreciate submission of offer based on the terms and conditions in the enclosed GCC, SCC, ITB, Scope of Work, Technical Specification etc. to avoid delay seeking clarifications on technical/ commercial aspect of the offer. 19.2 Deviation, if any has to be listed only in the Form F- 5 of the bid submitted by the Bidder. Deviations listed anywhere else will not be considered and in case of award of the job to the Bidder, the job has to be completed in accordance with the tender terms and conditions without any commercial implications

the deviation(s) to the bid conditions shall be summarily rejected without any post bid reference to the Bidder. However Purchaser reserves the right to take the final decision in this regard, without assigning any reason.

to the Purchaser. 19.3 Notwithstanding to the above, bids with the deviation(s) to the bid conditions shall be summarily rejected without any post bid reference to the Bidder. However Purchaser reserves the right to take the final decision in this regard, without assigning any reason.

SECTION II INSTRUCTION TO BIDDERS (ITB)

31. REJECTION CRITERIA

21 31.3 Any deviation/ unconformity on following conditions will result in summarily rejection of the bid: 31.3.1 Submission of Tender Fee.

31.3.2 Submission of bid security

31.3.3 Submission of Contract Performance Bank Guarantee as per tender.

31.3.4 Value of bid security less than that specified

31.3.5 Bid security not complying with requirement of ITB

31.3.6 Period of validity of bid

31.3.7 Firm & fixed Prices throughout execution of contract

31.3.8 Resolution of Dispute/ Arbitration clause

31.3.9 Payment terms

31.3.10 Completion Period

31.3.11 Prices as per Schedule of Rates

31.3.12 Price reduction schedule

31.3.13 Penalty

31.3.14 Price quoted for complete SOR.

31.3.15 Price change on account of technical/ commercial clarification and/or validity extension

31.3.16 For the Bidders who have downloaded tender document from website, an undertaking on his letter – head that

Bidder suggests this provision be entirely deleted. 31.3 Any deviation/ unconformity on following conditions will result in summarily rejection of the bid:

31.3.1 Submission of Tender Fee.

31.3.2 Submission of bid security

31.3.3 Submission of Contract Performance Bank Guarantee as per tender.

31.3.4 Value of bid security less than that specified

31.3.5 Bid security not complying with requirement of ITB

31.3.6 Period of validity of bid

31.3.7 Firm & fixed Prices throughout execution of contract

31.3.8 Resolution of Dispute/ Arbitration clause

31.3.9 Payment terms

31.3.10 Completion Period

31.3.11 Prices as per Schedule of Rates

31.3.12 Price reduction schedule

31.3.13 Penalty

31.3.14 Price quoted for complete SOR.

31.3.15 Price change on account of technical/ commercial clarification and/or validity extension

31.3.16 For the Bidders who have downloaded tender document from website,


contents of the bidding document have not been altered or modified.

an undertaking on his letter – head that contents of the bidding document have not been altered or modified.

SECTION II INSTRUCTION TO BIDDERS (ITB) 42. ACCEPTANCE OF ORDER

23 42.1 Purchaser will issue the Purchase Order to the successful Bidder on receipt of acceptance of FOI. Within 15 days of award of work, Bidder shall sign all pages and return the acceptance copy of the Work Order to the Purchaser.

Bidder suggests this provision be revised as under: 42. ACCEPTANCE OF ORDER

42.1 Purchaser will issue the Purchase Work Order to the successful Bidder on receipt of acceptance of FOI. Within 15 days of award of work, Bidder shall sign all pages and return the acceptance copy of the Work Order containing mutually agreed terms to the Purchaser.

Tender conditions prevail.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 3. CONFIDENTIALITY

27 3.2 Further, contractor is not allowed to publish copy or transmit to third parties the documents that are transmitted to him by Purchaser or Consultant or Engineer or Inspector. The owner retains the right to claim damages from the contractor in the case where these documents have been used without such written consent.

Bidder suggests this provision be revised as under: 3.2 Further, contractor is not allowed to publish copy or transmit to third parties the documents that are transmitted to him by Purchaser or Consultant or Engineer or Inspector. The owner retains the right to claim damages from the contractor in the case where these documents have been used without such written consent.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC 3. CONFIDENTIALITY

27 3.6 Information received by Purchaser from the Bidder will be disclosed to Purchaser‟s employees and/ or advisers or external consultants for the purpose of evaluating the bid response.

Bidder suggests this provision be revised as under: 3.6 Information received by Purchaser from the Bidder will be disclosed to Purchaser‟s employees and/ or advisers or external consultants for the purpose of evaluating the bid response and strict confidentiality of such information shall be maintained. [Note: Above Confidentiality provisions are incomplete. Additional standard exclusions, survival and mutual provision needs to be included. Suggested Confidentiality clause in additional clauses below be included in the Contract.]


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 6. DELAYS BY OWNER OR HIS AUTHORISED AGENTS

28 6.1 In case the CONTRACTOR's performance is delayed due to any act or omission directly attributable to OWNER or his authorized agents, then the CONTRACTOR shall be given due extension of time for the completion of the WORK, to the extent such omission on the part of the OWNER has caused delay in the CONTRACTOR's performance of his WORK against written request by contractor and after Owner‟s verification. 6.2 No adjustment in CONTRACT PRICE shall be allowed for reasons of such delays and extensions granted, except when contractor is requested by OWNER to maintain the agreed time schedule of completion by engaging additional CONTRACTOR's personnel for additional time beyond stipulated working hours as also on Sundays and Holidays and achieve the completion date/interim targets.

Bidder suggests this provision be revised as under: 6.1 In case the CONTRACTOR's performance is delayed due to any act or omission directly attributable to OWNER or his authorized agents, then the CONTRACTOR shall be given due extension of time for the completion of the WORK and any costs and expenses incurred by CONTRACTOR resulting from such delay shall be payable by the OWNER, to the extent such omission on the part of the OWNER has caused delay in the CONTRACTOR's performance of his WORK against written request by contractor and after Owner‟s verification. 6.2 No aAdjustment in CONTRACT PRICE shall be allowed for reasons of such delays and extensions granted, except including when contractor is requested by OWNER to maintain the agreed time schedule of completion by engaging additional CONTRACTOR's personnel for additional time beyond stipulated working hours as also on Sundays and Holidays and achieve the completion date/interim targets.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC)

28 7. PATENT RIGHTS 7.1 The Contractor shall alone bear the liability and costs of any prejudicial consequence of any infringement of all or part of the patents, industrial trademarks, designs and models relating to the Goods. Therefore, the Contractor shall make the arrangements at his own expense with the holders and pay the royalties, obtain the necessary licenses and authorizations, failing which he agrees to modify the Goods to the

Bidder suggests this provision be entirely deleted. 7. PATENT RIGHTS - Not Applicable. 7.1 The Contractor shall alone bear the liability and costs of any prejudicial consequence of any infringement of all or part of the patents, industrial trademarks, designs and models relating to the Goods. Therefore, the Contractor shall make the arrangements at his own expense with the holders and pay the royalties, obtain the necessary licenses and


extent needed to avoid any such infringement.

authorizations, failing which he agrees to modify the Goods to the extent needed to avoid any such infringement.


29 8. PUBLICITY Except as specifically authorized in writing by the other party, neither Client nor Contractor shall publicly disclose (in any press release, prospectus, offering memorandum, or otherwise) that Contractor is performing the Services, the nature of the Services, or the Deliverables.

Bidder suggests this provision be revised as under: 8. PUBLICITY Except as specifically authorized in writing by the other party, neither Client nor Contractor shall publicly disclose (in any press release, prospectus, offering memorandum, or otherwise) that Contractor is performing the Services, the nature of the Services, or the Deliverables. Provided however, Contractor is hereby entitled to list Client in its customer’s list for reference to its prospective customers.

Accepatable Refer Corrigendum-III


29 13. ASSIGNMENT The Contractor shall not assign, in whole or in part, any of its obligations to be performed under this Agreement to any third party, except with the Owner‟s prior written consent. 14. SUB-CONTRACTING 14.1 The Bidder must ensure that all critical deliverables are executed by the Bidder and not sub- contracted. The Bidder will be contractually responsible for the conduct of all sub-contractors, as well as for the supply of all services in accordance with the requirements of Purchaser.

Bidder suggests this provision be revised as under: 13. ASSIGNMENT The Contractor Neither party shall not assign, in whole or in part, any of its obligations to be performed under this Agreement to any third party, except with the Owner‟sOther party’s prior written consent, which consent shall not be unreasonably delayed or withheld.

14. SUB-CONTRACTING 14.1 The Bidder must ensure that all critical deliverables are executed by the Bidder and not sub- contracted except with prior approval of the Owner, which approval shall not be unreasonable delayed or withheld. The Bidder will be contractually responsible for the conduct of all sub-contractors, as well as for the supply of all services in accordance with the requirements of Purchaser.

Tender conditions prevail. Refer Corrigendum-I

SECTION III 28 15. DELAYS IN THE CONTRACTOR’S Bidder suggests this provision be revised Tender conditions

GENERAL CONDITIONS OF CONTRACT (GCC)

PERFORMANCE 15.1 Performance of Services shall be made by the Contractor in accordance with the time schedule prescribed by the Purchaser in the Delivery Schedule. 15.2 If at any time during performance of the Agreement, the Contractor or its subcontractor(s) encounters conditions impeding timely delivery of the performance of Services, the Contractor shall promptly notify the Purchaser in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Contractor‟s notice, the Purchaser shall evaluate the situation and may at its discretion extend the Contractor‟s time for performance, with or without levy of Price Reduction Schedule, in which case the extension shall be ratified by the parties by amendment of Agreement. 15.3 In case of time scheduled including levy of price reduction for late delivery of systems as specified above not being adhered to, Owner has the right to cancel the order wholly or in part thereof without any liability to cancellation charges and procure the goods / software elsewhere in which case the successful Bidder shall make good the difference in the cost of goods procured elsewhere and price set forth in the order with the successful Bidder. 15.4 Except as provided under GCC Clause 18.0 or for the reasons solely attributable to the Purchaser, a delay by the Contractor in the performance of its delivery obligations shall render the Contractor liable to the

as under: 15. DELAYS IN THE CONTRACTOR’S PERFORMANCE 15.1 Subject to the Purchaser performing its obligations in timely manner, Pperformance of Services shall be made by the Contractor in accordance with the time schedule prescribed by the Purchaser in the Delivery Schedule. 15.2 If at any time during performance of the Agreement, the Contractor or its subcontractor(s) encounters conditions impeding timely delivery of the performance of Services, the Contractor shall promptly notify the Purchaser in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Contractor‟s notice, the Purchaser shall evaluate the situation and may at its discretion extend the Contractor‟s time for performance, with or without levy of Price Reduction Schedule, in which case the extension shall be ratified by the parties by amendment of Agreement. 15.3 In case of time scheduled including levy of price reduction for late delivery of systems as specified above not being adhered to, Owner has the right to cancel the order wholly or in part thereof without any liability to cancellation charges and procure the goods / software elsewhere in which case the successful Bidder shall make good the difference in the cost of goods procured elsewhere and price set forth in the order with the successful Bidder. 15.4 Except as provided under GCC Clause 18.0 or for the reasons solely attributable to the Purchaser, a delay by the Contractor in the

prevail

imposition of Price Reduction Schedule (PRS) pursuant to GCC Clause 15.0, unless an extension of time is agreed upon pursuant to GCC Sub-Clause 15.2 without the application of PRS.

performance of its delivery obligations shall render the Contractor liable to the imposition of Price Reduction Schedule (PRS) pursuant to GCC Clause 15.0, unless an extension of time is agreed upon pursuant to GCC Sub-Clause 15.2 without the application of PRS.


30 16. PRICE REDUCTION SCHEDULE (PRS) 16.1 Time is the essence of the CONTRACT. In case the Bidder fails to complete the WORK within the Contractual Completion period, then, unless such failure is due to Force Majeure as defined here below or due to OWNER's defaults, the CONTRACTOR shall pay to the OWNER, by way of compensation for delay and not as penalty, a sum @ 1/2 % (Half Per Cent) per complete week of delay or part thereof subject to maximum of 5 % (Five Per Cent) of the total contract value. The parties agree that this is a genuine pre estimate of the loss/damage which will be suffered on account of delay/breach on the part of the CONTRACTOR and the said amount will be payable on demand without there being any proof of the actual loss or damages caused by such delay/breach. The decision of OWNER in regard to the actual delay shall be final and binding on the CONTRACTOR.

16.2 All sums payable by way of compensation shall be considered as reasonable compensation without reference to the actual loss or damage which shall have been sustained.

Bidder suggests this provision be revised as under: 16. PRICE REDUCTION SCHEDULE (PRS) 16.1 Subject to the Purchaser performing its obligations in timely manner, Ttime is the essence of the CONTRACT. In case the Bidder fails to complete the WORK within the Contractual Completion period, then, unless such failure is due to Force Majeure as defined here below or due to OWNER's defaults, the CONTRACTOR shall pay to the OWNER, by way of compensation for delay and not as penalty, a sum @ 1/2 % (Half Per Cent) of the fee for the delayed services per complete week of delay or part thereof subject to maximum of 5 % (Five Per Cent) of the total contract value of the delayed services. The parties agree that this is a genuine pre estimate of the loss/damage which will be suffered on account of delay/breach on the part of the CONTRACTOR and the said amount will be payable on demand without there being any proof of the actual loss or damages caused by such delay/breach. The decision of OWNER in regard to the actual delay shall be final and binding on the CONTRACTOR. 16.2 All sums payable by way of compensation shall be considered as reasonable compensation without reference to the actual loss or damage which shall have been


sustained.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 17. TERMINATION FOR DEFAULT

30 17. TERMINATION FOR DEFAULT 17.1 Except for the cases provided for in Clause 18.0, if the Contractor fails to execute the work or any part thereof with such diligence as will ensure its completion within the time specified in the contract or extension thereof or fails to perform any of his obligation under the contract or in any manner commits a breach of any of the provisions of the contract it shall be open to the owner at its option by written notice to the Contractor 17.1.1 TO DETERMINE THE CONTRACT in which event the CONTRACT shall stand terminated and shall cease to be in force and effect on and from the date appointed by the OWNER on that behalf, where upon the CONTRACTOR shall stop forthwith any of the CONTRACTOR's work then in progress, except such WORK as the OWNER may, in writing, require to be done to safeguard any property or WORK, and the OWNER, for its part, may take over the work remaining unfinished by the CONTRACTOR and complete the same through a fresh CONTRACTOR or by other means, at the risk and cost of the CONTRACTOR, and any of his sureties if any, shall be liable to the OWNER for any excess cost occasioned by such work having to be so taken over and completed by the OWNER over and above the cost as worked out in terms of the contract.

17.1.2 WITHOUT DETERMINING THE CONTRACT to take over the work of the

Bidder suggests this provision be revised as under: 17. TERMINATION FOR DEFAULT 17.1 Except for the cases provided for in Clause 18.0, if the Contractor fails to execute the work or any part thereof with such diligence as will ensure its completion within the time specified in the contract or extension thereof or fails to perform any of his obligation under the contract or in any manner commits a breach of any of the provisions of the contract it shall be open to the owner at its option by written notice to the Contractor 17.1.1 TO DETERMINE THE CONTRACT in which event the CONTRACT shall stand terminated and shall cease to be in force and effect on and from the date appointed by the OWNER on that behalf, where upon the CONTRACTOR shall stop forthwith any of the CONTRACTOR's work then in progress, except such WORK as the OWNER may, in writing, require to be done to safeguard any property or WORK, and the OWNER, for its part, may take over the work remaining unfinished by the CONTRACTOR and complete the same through a fresh CONTRACTOR or by other means, at the risk and cost of the CONTRACTOR, subject to maximum of 5% of the fees that otherwise would have been payable to the CONTRACTOR for the unperformed obligationsand any of his sureties if any, shall be liable to the OWNER for any excess cost occasioned by such work having to be so taken over and completed by the OWNER over


CONTRACTOR or any part thereof and complete the same through a fresh CONTRACTOR or by other means at the risk and cost of the CONTRACTOR and any of his sureties are liable to the OWNER for any excess cost over and above the cost as worked out in terms of the contract, occasioned by such works having been taken over and completed by OWNER. 17.2 Before determining the CONTRACT, provided in the judgment of the OWNER, the default or defaults committed by the CONTRACTOR is/are curable and can be cured by the CONTRACTOR if an opportunity is given to him, then the OWNER may issue notice in writing calling the CONTRACTOR to cure the default within such time specified in the notice.

17.3 The OWNER shall also have the right to proceed or take action as per above, in the event that the CONTRACTOR becomes bankrupt, insolvent, compounds with his creditors, assigns the CONTRACT in favor of his creditors or any other person or persons, or being a company or a corporation goes into voluntary liquidation, provided that in the said events it shall not be necessary for the OWNER to give any prior notice to the CONTRACTOR.

17.4 Termination of the CONTRACT as provided for above shall not prejudice or affect the rights of the OWNER which may have accrued up to the date of such termination.

and above the cost as worked out in terms of the contract. 17.1.2 WITHOUT DETERMINING THE CONTRACT to take over the work of the CONTRACTOR or any part thereof and complete the same through a fresh CONTRACTOR or by other means at the risk and cost of the CONTRACTOR and any of his sureties are liable to the OWNER for any excess cost over and above the cost as worked out in terms of the contract, occasioned by such works having been taken over and completed by OWNER. 17.2 Before determining the CONTRACT, provided in the judgment of the OWNER, the default or defaults committed by the CONTRACTOR is/are curable and can be cured by the CONTRACTOR if an opportunity is given to him, then the OWNER may issue notice in writing calling the CONTRACTOR to cure the default within such time specified in the notice which shall be no less than 30 days. 17.3 The OWNER Each party shall also have the right to proceed or take action as per above, in the event that the CONTRACTOR other party becomes bankrupt, insolvent, compounds with his creditors, assigns the CONTRACT in favor of his creditors or any other person or persons, or being a company or a corporation goes into voluntary liquidation, provided that in the said events it shall not be necessary for the OWNER to give any prior notice to the CONTRACTOR. 17.4 Termination of the CONTRACT as provided for above shall not prejudice or affect the rights of the OWNER a party which may have accrued up to the date of such

termination.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 18. FORCE MAJEURE

32 18.5 The parties may request that the Agreement be deemed cancelled if it‟s carrying out has become totally impossible.

Bidder suggests this provision be revised as under: 18.5 The parties may request that the Agreement be deemed cancelled if it‟s carrying out has become totally impossible. The Purchaser shall be liable for payment of fees for the services performed till the effective date of termination.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) OWNER MAY DETERMINE/ TERMINATE CONTRACT

32 19. OWNER MAY DETERMINE/ TERMINATE CONTRACT 19.1 OWNER shall, at any time, be entitled to determine and terminate the CONTRACT for any cause whatsoever. A notice in writing from the OWNER to the CONTRACTOR shall be issued giving 30 (thirty) days' time for such determination including the reason thereof. 19.2 The CONTRACTOR upon receipt of such notice shall discontinue the WORK on the date and to the extent specified in the notice, make all reasonable efforts to obtain cancellation of all orders and contracts to the extent they are related to works terminated and upon terms satisfactory to OWNER, stop all further sub-contracting or purchasing activity related to the works terminated and assist the OWNER in maintenance, protection and disposition of the works acquired under the CONTRACT by the OWNER.

19.3 Should the CONTRACT be determined under sub-clause 1 of this clause and unless such termination is for reasons of default of the CONTRACTOR in accordance with clause 30.0.

Bidder suggests this provision be revised as under: 19. OWNER MAY DETERMINE/ TERMINATE CONTRACT 19.1 OWNER shall, at any time, be entitled to determine and terminate the CONTRACT for any cause whatsoever. A notice in writing from the OWNER to the CONTRACTOR shall be issued giving 30 (thirty) 90 days' time for such determination including the reason thereof. 19.2 The CONTRACTOR upon receipt effective date of such notice shall discontinue the WORK on the date and to the extent specified in the notice, make all reasonable efforts to obtain cancellation of all orders and contracts to the extent they are related to works terminated and upon terms satisfactory to OWNER, stop all further subcontracting or purchasing activity related to the works terminated and assist the OWNER in maintenance, protection and disposition of the works acquired under the CONTRACT by the OWNER. 19.3 In the event of termination, the Purchaser shall be liable for payment of fees for the services performed till the effective date of termination and reasonable termination


compensation towards unrecovered investments.Should the CONTRACT be determined under sub-clause 1 of this clause and unless such termination is for reasons of default of the CONTRACTOR in accordance with clause 30.0.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 20. SETTLEMENT OF DISPUTES

32 20.3 In the event, no amicable resolution or settlement is reached within a period of 30 days from the date on which dispute difference arose (in writing), such dispute or difference shall be settled by referring the same to Sole Arbitrator in accordance with the provisions of The Arbitration and Conciliation Act, 1996, or any other statutory modification/amendment thereof. 20.4 Indraprastha Gas Limited will nominate three independent persons who can be the Sole Arbitrator and intimate the same to Vendor. The Vendor needs to choose one person from the said nominees as Sole Arbitrator. If Vendor fails to choose the arbitrator within thirty days from receipt of a nomination by Indraprastha Gas Limited, Indraprastha Gas Limited will have right to choose the Sole Arbitrator.

Bidder suggests this provision be revised as under: 20.3 In the event, no amicable resolution or settlement is reached within a period of 30 days from the date on which dispute difference arose (in writing), such dispute or difference shall be settled by referring the same to mutually appointed Sole Arbitrator in accordance with the provisions of The Arbitration and Conciliation Act, 1996, or any other statutory modification/amendment thereof.

20.4 Indraprastha Gas Limited will nominate three independent persons who can be the Sole Arbitrator and intimate the same to Vendor. The Vendor needs to choose one person from the said nominees as Sole Arbitrator. If Vendor fails to choose the arbitrator within thirty days from receipt of a nomination by Indraprastha Gas Limited, Indraprastha Gas Limited will have right to choose the Sole Arbitrator.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 21. LIMITATION OF LIABILITY

33 Except in cases of willful negligence or willful misconduct, and in the case of infringement, the Contractor shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits provided that this

Bidder suggests this provision be revised as under: Except in cases of willful negligence or willful misconduct, and in the case of infringement, the Contractor shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect, incidental, punitive,


exclusion shall not apply to any obligation of the Contractor to pay Price Reduction to the Purchaser and the aggregate liability of the Contractor to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to the cost re-hiring services for implementation.

special, exemplary or consequential loss or damage, loss of use, loss of production, or loss of profits provided that this exclusion shall not apply to any obligation of the Contractor to pay Price Reduction to the Purchaser and the aggregate liability of the Contractor to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the amount received by the Contractor in the twelve months period immediately preceding the date such liability arosetotal Contract Price, provided that this limitation shall not apply to the cost re-hiring services for implementation. The CONTRACTOR shall be excused and not be liable or responsible for any delay or failure to perform the services or failure of the services or a deliverable or plant under the Agreement to the extent that such delay or failure has arisen as a result of any delay or failure by PURCHASER or its employees or agents or third party service providers to perform any of its duties and obligations. In the event that the CONTRACTOR is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of PURCHASER, then the CONTRACTOR shall be allowed an additional period of time to perform its obligations and unless otherwise agreed the additional period shall be equal to the amount of time for which the CONTRACTOR is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of PURCHASER. Such failures or delays shall be brought to the notice of PURCHASER and

subject to mutual agreement (including on commercials) with PURCHASER, the CONTRACTOR shall take such actions as may be necessary to correct or remedy the failures or delays.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 25. TAXES, DUTIES AND LEVIES

33 25.1 The CONTRACTOR agrees to and does hereby accept full and exclusive liability for the payment of any and all Taxes, Duties now in force and hereafter increased, imposed or modified from time to time in respect of WORKS and materials and all contributions and taxes for unemployment compensation, insurance and old age pensions or annuities now or hereafter imposed by any Central or State Government authorities which are imposed with respect to or covered by the wages, salaries, or other compensations paid to the persons employed by the CONTRACTOR and the CONTRACTOR shall be responsible for the compliance with all obligations and restrictions imposed by the Labour Law or any other law affecting employer-employee relationship and the CONTRACTOR further agrees to comply, and to secure the compliance of all SUB-CONTRACTORs with all applicable Central, State, Municipal and local law and regulation , and requirement of any central, State or Local Government agency or authority. CONTRACTOR further agrees to defend, indemnify and hold OWNER harmless from any liability or penalty which may be imposed by the Central, State or Local authorities by reason of any violation by CONTRACTOR or SUB- CONTRACTOR of such laws, regulations or requirements and also from all

Bidder suggests this provision be revised as under: 25.1 The CONTRACTOR Purchaser agrees to and does hereby accept full and exclusive liability for the payment of any and all Taxes, Duties now in force and hereafter increased, imposed or modified from time to time in respect of WORKS and materials. and CONTRACTOR shall be responsible for all contributions and taxes for unemployment compensation, insurance and old age pensions or annuities now or hereafter imposed by any Central or State Government authorities which are imposed with respect to or covered by the wages, salaries, or other compensations paid to the persons employed by the CONTRACTOR and the CONTRACTOR shall be responsible for the compliance with all obligations and restrictions imposed by the Labour Law or any other law affecting employer-employee relationship and the CONTRACTOR further agrees to comply, and to secure the compliance of all SUB-CONTRACTORs with all applicable Central, State, Municipal and local law and regulation , and requirement of any central, State or Local Government agency or authority. CONTRACTOR further agrees to defend, indemnify and hold OWNER harmless from any liability or penalty which may be imposed by the Central, State or Local authorities by


claims, suits or proceedings that may be brought against the OWNER arising under, growing out of, or by reason of the work provided for by this CONTRACT, by third parties, or by Central or State Government authority or any administrative sub-division thereof.

reason of any violation by CONTRACTOR or SUB- CONTRACTOR of such laws, regulations or requirements and also from all claims, suits or proceedings that may be brought against the OWNER arising under, growing out of, or by reason of the work provided for by this CONTRACT, by third parties, or by Central or State Government authority or any administrative sub-division thereof.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 25. TAXES, DUTIES AND LEVIES

33-34 25.3 Owner shall make from contractor‟s bills such tax deductions as are required as per rules and regulations in force from time to time.

25.4 Statutory Variation on the rates of Taxes and Duties of Owner‟s country, included in the contract price 25.5 Imposition of any fresh statutory levy/tax shall be considered by Owner against documentary evidence up to the contractual completion period only on finished products.

Bidder suggests this provision be revised as under: 25.3 Owner shall make from contractor‟s bills such income tax deductions as are required as per rules and regulations in force from time to time. 25.4 Owner shall be responsible for any Sstatutory Variation on the rates of Taxes and Duties of Owner‟s country, included in the contract price 25.5 Imposition of any fresh statutory levy/tax shall be considered by Owner against documentary evidence up to the contractual completion period only on finished products.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 27. CONTRACTOR REMAINS LIABLE TO PAY COMPENSATION IF ACTION NOT TAKEN UNDER

34 27.1 In any case in which any of the powers conferred upon the OWNER by the clause entitled "Termination for Default" hereof shall have become exercisable and the same had not been exercised, the non-exercise thereof shall not constitute a waiver of any of the conditions hereof and such powers shall notwithstanding be exercisable in the event of any further case of default by the CONTRACTOR for which by any clause or clauses hereof he is declared liable to pay compensation amounting to the whole of his

Bidder suggests this provision be revised as under: 27.1 In any case in which any of the powers conferred upon the OWNER by the clause entitled "Termination for Default" hereof shall have become exercisable and the same had not been exercised, the non-exercise thereof shall not constitute a waiver of any of the conditions hereof and such powers shall notwithstanding be exercisable in the event of any further case of default by the CONTRACTOR for which by any clause or


CLAUSE ENTITLED TERMINATION FOR DEFAULT

Performance guarantee and the liability of the CONTRACTOR for past and future COMPENSATION shall remain unaffected.

27.2 In the event of the OWNER putting in force the power vested in him under the preceding clause he may, if he so desires, take possession of all or any tools or manuals or materials belonging to the CONTRACTOR or procured by him and intended to be used for the execution of the WORK or any part thereof paying or allowing for the same in account at the CONTRACT prices or in case of these not being applicable at current market prices to be certified by the ENGINEER-IN-CHARGE may give notice in writing to the CONTRACTOR or his authorized agent, requiring him to remove such tools, manuals or materials from the premises (within a time to be specified in such notice), and in the event of the CONTRACTOR failing to comply with any such requisition, the ENGINEER-IN-CHARGE may remove them at the CONTRACTOR's expense and at his risk in all respects without any further notice as to the date , time or place of the expenses of any such removal and the amount of the proceeds and expenses of any such sale shall be final and conclusive against the CONTRACTOR.

clauses hereof he is declared liable to pay compensation amounting to the whole of his Performance guarantee and the liability of the CONTRACTOR for past and future COMPENSATION shall remain unaffected.

27.2 In the event of the OWNER putting in force the power vested in him under the preceding clause he may, if he so desires, take possession of all or any tools or manuals or materials belonging to the CONTRACTOR or procured by him and intended to be used for the execution of the WORK or any part thereof paying or allowing for the same in account at the CONTRACT prices or in case of these not being applicable at current market prices to be certified by the ENGINEER-INCHARGE may give notice in writing to the CONTRACTOR or his authorized agent, requiring him to remove such tools, manuals or materials from the premises (within a time to be specified in such notice), and in the event of the CONTRACTOR failing to comply with any such requisition, the ENGINEER-IN-CHARGE may remove them at the CONTRACTOR's expense and at his risk in all respects without any further notice as to the date , time or place of the expenses of any such removal and the amount of the proceeds and expenses of any such sale shall be final and conclusive against the CONTRACTOR.


34 The prior approval, in writing, of the OWNER shall be obtained before any change is made in the constitution of the contractor. If prior approval is not obtained, the CONTRACT shall be deemed to have been allotted in

Bidder suggests this provision be entirely deleted. The prior approval, in writing, of the OWNER shall be obtained before any change is made in the constitution of the contractor. If prior


28. CHANGE IN CONSTITUTION

contravention of Clause entitled "sub-letting of works" hereof and the same action may be taken and the same consequence shall ensure as provided in the said clause.

approval is not obtained, the CONTRACT shall be deemed to have been allotted in contravention of Clause entitled "sub-letting of works" hereof and the same action may be taken and the same consequence shall ensure as provided in the said clause.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 29. MEMBERS OF THE OWNER NOT INDIVIDUALLY LIABLE

34 No Director, or Official or employee of the OWNER shall in any way be 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 of any of the acts, matters or things which are herein contained.

Bidder suggests this provision be revised as under: No Director, or Official or employee of the OWNER a party shall in any way be personally bound or liable for the acts or obligations of such partythe OWNER under the CONTRACT or answerable for any default or omission in the observance or performance of any of the acts, matters or things which are herein contained.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 30. CONTRACTOR TO INDEMNIFY THE OWNER

34-35 30.1 The CONTRACTOR shall indemnify the Owner and every member, officer and employee of the OWNER, also the ENGINEER-IN-CHARGE and his staff against all actions, proceedings, claims, demands, costs and expenses whatsoever arising out of all actions, proceedings, claims, demands, costs and expenses which may be made against the OWNER for or in respect of or arising out of any failure by the CONTRACTOR in the performance of his obligations under the CONTRACT. The OWNER shall not be liable for or in respect of consequence of any accident or injury to any workmen or other person in the employment of the CONTRACTOR or his SUB-CONTRACTOR and CONTRACTOR shall indemnify and keep indemnified the OWNER against all such damages and compensations and against all claims, damages,

Bidder suggests this provision be revised as under: 30.1 The CONTRACTOR shall indemnify the Owner and every member, officer and employee of the OWNER, also the ENGINEER-IN-CHARGE and his staff against all actions, proceedings, claims, demands, costs and expenses whatsoever arising out of all actions, proceedings, claims, demands, costs and expenses which may be made against the OWNER for or in respect of or arising out of any failure by the CONTRACTOR in the performance of his obligations under the CONTRACT. The OWNER shall not be liable for or in respect of consequence of any accident or injury to any workmen or other person in the employment of the CONTRACTOR or his SUB-CONTRACTOR and CONTRACTOR shall indemnify and keep indemnified the OWNER against all such damages and compensations and against all


proceedings, costs, charges and expenses whatsoever in respect thereof or in relation thereof. 30.2 Should the OWNER have to pay any money in respect of such claims or demands as aforesaid the amount so paid and the costs incurred by the OWNER shall be charged to and paid by the CONTRACTOR and the CONTRACTOR shall not be at liberty to dispute or question the right of the OWNER to make such payments notwithstanding the same may have been made without the consent or authority or in law or otherwise to the contrary.

claims, damages, proceedings, costs, charges and expenses whatsoever in respect thereof or in relation thereof. 30.2 Should the OWNER have to pay any money in respect of such claims or demands as aforesaid the amount so paid and the costs incurred by the OWNER shall be charged to and paid by the CONTRACTOR and the CONTRACTOR shall not be at liberty to dispute or question the right of the OWNER to make such payments notwithstanding the same may have been made without the consent or authority or in law or otherwise to the contrary.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 31. SAFETY REGULATIONS

35 In respect of all labour, directly or indirectly employed in the WORK the CONTRACTOR shall at his own expense arrange for all the safety provisions and abide by all labour laws. Safety codes, and all fire and statutory regulation and keep owner indemnified in respect thereof.

Bidder suggests this provision be revised as under: 31. SAFETY REGULATIONS – NOT APPLICABLE In respect of all labour, directly or indirectly employed in the WORK the CONTRACTOR shall at his own expense arrange for all the safety provisions and abide by all labour laws. Safety codes, and all fire and statutory regulation and keep owner indemnified in respect thereof.


SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 32. OWNER MAY DO PART OF WORK

35 Upon failure of the CONTRACTOR to comply with any instructions given in accordance with the provisions of this CONTRACT the OWNER has the alternative right, instead of assuming charge of entire WORK, to place additional labour force, tools, equipment‟s and materials on such parts of the WORK, as the OWNER may designate or also engage another CONTRACTOR to carry out the WORK. In such cases, the OWNER shall deduct from the amount which otherwise

Bidder suggests this provision be entirely deleted. 32. OWNER MAY DO PART OF WORK Upon failure of the CONTRACTOR to comply with any instructions given in accordance with the provisions of this CONTRACT the OWNER has the alternative right, instead of assuming charge of entire WORK, to place additional labour force, tools, equipment‟s and materials on such parts of the WORK, as the OWNER


might become due to the CONTRACTOR, the cost of such WORK and materials with fifteen percent (15%) added to cover all Owners charges and should the total amount thereof exceed the amount due to the CONTRACTOR, the CONTRACTOR shall pay the difference to the OWNER.

may designate or also engage another CONTRACTOR to carry out the WORK. In such cases, the OWNER shall deduct from the amount which otherwise might become due to the CONTRACTOR, the cost of such WORK and materials with fifteen percent (15%) added to cover all Owners charges and should the total amount thereof exceed the amount due to the CONTRACTOR, the CONTRACTOR shall pay the difference to the OWNER.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC) 33. POSSESSION PRIOR TO COMPLETION 34. DEFENCE OF SUITS

35 36

33. POSSESSION PRIOR TO COMPLETION The ENGINEER-IN-CHARGE shall have the right to take possession of or use any completed or partially completed WORK or part of the WORK. Such possession or use shall not be deemed to be an acceptance of any work completed in accordance with the CONTRACT agreement. If such prior possession or sue by the ENGINEER-IN-CHARGE delays the progress of WORK, equitable adjustment in the time of completion will be made and the CONTRACT agreement shall be deemed to be modified accordingly. 34. DEFENCE OF SUITS If any action in court is brought against the OWNER or an officer or agent of the OWNER, for the failure, omission or neglect on the part of the CONTRACTOR to perform any acts, matters, covenants or things under the CONTRACT, or damage or injury caused by the alleged omission or negligence on the part of the CONTRACTOR, his agents, representatives or his SUB- CONTRACTOR‟s, or in connection with any claim based on lawful demands of SUB-

Bidder suggests this provision be entirely deleted. 33. POSSESSION PRIOR TO COMPLETION The ENGINEER-IN-CHARGE shall have the right to take possession of or use any completed or partially completed WORK or part of the WORK. Such possession or use shall not be deemed to be an acceptance of any work completed in accordance with the CONTRACT agreement. If such prior possession or sue by the ENGINEER-IN-CHARGE delays the progress of WORK, equitable adjustment in the time of completion will be made and the CONTRACT agreement shall be deemed to be modified accordingly. 34. DEFENCE OF SUITS If any action in court is brought against the OWNER or an officer or agent of the OWNER, for the failure, omission or neglect on the part of the CONTRACTOR to perform any acts, matters, covenants or things under the CONTRACT, or damage or injury caused by the alleged omission or negligence on the part of the CONTRACTOR, his agents, representatives or his SUB- CONTRACTOR‟s, or in connection with any claim based on lawful demands of SUB- CONTRACTOR‟s workmen,


35. DEDUCTIONS FROM THE CONTRACT PRICE 36. COMPLETION CERTIFICATE

36 36

CONTRACTOR‟s workmen, Contractors or employees, the CONTRACTOR, shall in such cases indemnify and keep the OWNER and/or their representatives harmless from all losses, damages, expenses or decrees arising out of such action. 35. DEDUCTIONS FROM THE CONTRACT PRICE All costs, damages or expenses which OWNER may have paid or incurred for which under the provisions of the CONTRACT, the CONTRACTOR is liable/will be liable, will be deducted from contractors bills or from any moneys due or becoming due to the CONTRACTOR. 36. COMPLETION CERTIFICATE APPLICATION FOR COMPLETION CERTIFICATE: 36.1 When the CONTRACTOR fulfils his obligation under the contract he shall be eligible to apply for COMPLETION CERTIFICATE in respect of the WORK by submitting the completion documents along with such application for COMPLETION CERTIFICATE.

36.2 The ENGINEER-IN-CHARGE shall normally issue to the CONTRACTOR the COMPLETION CERTIFICATE within one month after receiving an application thereof from the CONTRACTOR after verifying from the completion documents and satisfying himself that the WORK has been completed in accordance with and as set out in the Scope of Work, Business Blueprints and the CONTRACT DOCUMENTS.

Contractors or employees, the CONTRACTOR, shall in such cases indemnify and keep the OWNER and/or their representatives harmless from all losses, damages, expenses or decrees arising out of such action. 35. DEDUCTIONS FROM THE CONTRACT PRICE All costs, damages or expenses which OWNER may have paid or incurred for which under the provisions of the CONTRACT, the CONTRACTOR is liable/will be liable, will be deducted from contractors bills or from any moneys due or becoming due to the CONTRACTOR. 36. COMPLETION CERTIFICATE APPLICATION FOR COMPLETION CERTIFICATE: 36.1 When the CONTRACTOR fulfils his obligation under the contract he shall be eligible to apply for COMPLETION CERTIFICATE in respect of the WORK by submitting the completion documents along with such application for COMPLETION CERTIFICATE. 36.2 The ENGINEER-IN-CHARGE shall normally issue to the CONTRACTOR the COMPLETION CERTIFICATE within one month after receiving an application thereof from the CONTRACTOR after verifying from the completion documents and satisfying himself that the WORK has been completed in accordance with and as set out in the Scope of Work, Business Blueprints and the

37. FINAL DECISION AND FINAL CERTIFICATE

36

36.3 The CONTRACTOR, after obtaining the COMPLETION CERTIFICATE, is eligible to present the final bill for the WORK executed by him under the terms of CONTRACT. ISSUE of COMPLETION CERTIFICATE: 36.4 Within one month of the completion of the WORK in all respects, the CONTRACTOR shall be furnished with a certificate by the ENGINEER-IN-CHARGE of such completion, but neither COMPLETION CERTIFICATE shall be given nor shall the WORK be deemed to have been executed until all issues raised during the handholding support period after go-live have been resolved. 37. FINAL DECISION AND FINAL CERTIFICATE Subject to the ENGINEER-IN-CHARGE being satisfied that the WORK has been duly completed by the CONTRACTOR and performed all his obligations under the CONTRACT, the ENGINEER- IN-CHARGE shall (without prejudice to the rights of OWNER to retain the provisions of relevant clause thereof) otherwise give a certificate herein referred to as the FINAL CERTIFICATE to that effect and the „CONTRACTOR shall be not considered to have fulfilled the whole of his obligations under the CONTRACT until FINAL ACCEPTANCE CERTIFICATE shall have been given by the ENGINEER-IN-CHARGE notwithstanding any previous entry upon the WORK and taking possession, working or using of the same or any part thereof by the

CONTRACT DOCUMENTS. 36.3 The CONTRACTOR, after obtaining the COMPLETION CERTIFICATE, is eligible to present the final bill for the WORK executed by him under the terms of CONTRACT. ISSUE of COMPLETION CERTIFICATE: 36.4 Within one month of the completion of the WORK in all respects, the CONTRACTOR shall be furnished with a certificate by the ENGINEER-IN-CHARGE of such completion, but neither COMPLETION CERTIFICATE shall be given nor shall the WORK be deemed to have been executed until all issues raised during the handholding support period after go-live have been resolved. 37. FINAL DECISION AND FINAL CERTIFICATE Subject to the ENGINEER-IN-CHARGE being satisfied that the WORK has been duly completed by the CONTRACTOR and performed all his obligations under the CONTRACT, the ENGINEER- IN-CHARGE shall (without prejudice to the rights of OWNER to retain the provisions of relevant clause thereof) otherwise give a certificate herein referred to as the FINAL CERTIFICATE to that effect and the „CONTRACTOR shall be not considered to have fulfilled the whole of his obligations under the CONTRACT until FINAL ACCEPTANCE CERTIFICATE shall have been given by the ENGINEER-IN-CHARGE notwithstanding any previous entry upon the WORK and taking possession, working or using of the same or any part thereof by the OWNER.

OWNER.

SECTION III GENERAL CONDITIONS OF CONTRACT (GCC

36-37 39. TIME LIMIT FOR CLAIMS Under no circumstances whatsoever, shall the contractor be entitled to any compensation from owner on any account unless the contractor shall have submitted claim pertaining to the contract in writing to the Engineer in Charge within 60 days of cause of such claim occurring. Contractor shall be deemed to have waived off his rights to claim the same, if the claim is not raised within this period. 40. EVALUATION OF PERFORMANCE Performance against the contract awarded (if any) shall be evaluated on half yearly basis or earlier on need basis as per approved IGL policy which is also available at IGL website. 41. CONTRACTOR SAFETY MANUAL The contractor / vendor needs to ensure all the safety conditions as mentioned in the Contractor Safety manual which can be download from IGL website.

Bidder suggests this provision be entirely deleted. TIME LIMIT FOR CLAIMS Under no circumstances whatsoever, shall the contractor be entitled to any compensation from owner on any account unless the contractor shall have submitted claim pertaining to the contract in writing to the Engineer in Charge within 60 days of cause of such claim occurring. Contractor shall be deemed to have waived off his rights to claim the same, if the claim is not raised within this period. EVALUATION OF PERFORMANCE - Not Applicable Performance against the contract awarded (if any) shall be evaluated on half yearly basis or earlier on need basis as per approved IGL policy which is also available at IGL website. CONTRACTOR SAFETY MANUAL - Not Applicable The contractor / vendor needs to ensure all the safety conditions as mentioned in the Contractor Safety manual which can be download from IGL website.


SPECIAL CONDITIONS OF CONTRACT 3. STANDARDS

39 3.1 All designs, codes, developing platforms, developing techniques and workmanship shall be in accordance with the highest accepted international standards for this type of work.

3.2 The Bidder shall also state, where applicable, the National or other International standard(s) to which the whole, or any specific part, of the system, software, or training complies.

Bidder suggests this provision be revised as under: 3.1 All designs, codes, developing platforms, developing techniques and workmanship shall be in accordance with the highest generally accepted international standards for this type of work. 3.2 The Bidder shall also state, where applicable, the National or other International standard(s) to which the whole, or any specific


3.3 The requirements given in this document are firm and no deviation of any kind is acceptable.

part, of the system, software, or training complies. The requirements given in this document are firm and no deviation of any kind is acceptable.

SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC)

39 4. REGISTRATION OF THE CONTRACT WITH STATUTORY AUTHORITIES Within 30 days of execution of the contract agreement, the contractor shall register themselves and the contract at their own cost with the Reserve Bank of India, Income Tax, Sales Tax and such other statutory authorities, as may be required under the rules and regulations governing in India. The Contract price shall be deemed to include all costs towards the same. A copy of all documents related to all such registration shall be submitted to Owner for record.

Bidder suggests this provision be revised as under: 4.REGISTRATION OF THE CONTRACT WITH STATUTORY AUTHORITIES Within 30 days of execution of the contract agreement, the contractor shall register themselves and the contract at their own cost with the Reserve Bank of India, Income Tax, Sales Tax and such other statutory authorities, as may be required under the rules and regulations governing in India. The Contract price shall be deemed to include all costs towards the same. A copy of all documents related to all such registration shall be submitted to Owner for record. Provided such registration is required and to the extent applicable to the scope of work.


SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC 5. INTELLECTUAL PROPERTY – SECRECY

40 Owner expects to own all intellectual property rights to all customization and parameterization carried out specifically for implementation under this contract. Also Owner expects to own intellectual property rights to all documents submitted as response to this tender. Neither the Owner nor the Contractor nor their personnel, agents not any sub-contractor shall divulge to any one (other than persons designated by the party disclosing the information) any information designated in writing as confidential and obtained from the

Bidder suggests this provision be revised as under: 5. INTELLECTUAL PROPERTY – SECRECY Owner expects to own all intellectual property rights to all customization and parameterization carried out specifically for implementation under this contract. Also Owner expects to own intellectual property rights to all documents submitted as response to this tender. Neither the Owner nor the Contractor nor their personnel, agents not any sub-contractor shall divulge to any one (other than persons designated by the party disclosing the


disclosing party during the course of execution of the works so long as and to the extent that the information has not become part of the public domain. This obligation does not apply to information furnished or made known to the recipient of the information without restriction as to its use by third parties or which was in recipient‟s possession at the time of disclosure by the disclosing party. Upon completion of the works or in the event of termination pursuant to the provisions of the Contract, Contractor shall immediately return to the Owner all designs, documentation, specifications and other documents supplied to the contractor by or on behalf of the Owner or prepared by the Contractor solely for the purpose of the performance of the works, including all copies made thereof by the Contractor.

information) any information designated in writing as confidential and obtained from the disclosing party during the course of execution of the works so long as and to the extent that the information has not become part of the public domain. This obligation does not apply to information furnished or made known to the recipient of the information without restriction as to its use by third parties or which was in recipient‟s possession at the time of disclosure by the disclosing party. Upon completion of the works or in the event of termination pursuant to the provisions of the Contract, Contractor shall immediately return to the Owner all designs, documentation, specifications and other documents supplied to the contractor by or on behalf of the Owner or prepared by the Contractor solely for the purpose of the performance of the works, including all copies made thereof by the Contractor. [Note: This needs to be subject to confidentiality clause as suggested in Additional Clauses below.]

SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC 6. STATUTORY APPROVALS

40 6. STATUTORY APPROVALS To provide assistance for approval from any authority required as per statutory rules and regulations of Central/State Government shall be the Contractor‟s responsibility unless otherwise specified in the bid document. The application on behalf of the Owner for submission to relevant authorities along with copies of required certificates complete in all respects shall be prepared and submitted by the Contractor well ahead of time so that the actual commissioning of the work is not delayed for want of the approval by

Bidder suggests this provision be revised as under: 6. STATUTORY APPROVALS To provide assistance for approval from any authority required as per statutory rules and regulations of Central/State Government shall be the Contractor‟s Purchaser’s responsibility unless otherwise specified in the bid document. The application on behalf of the Owner for submission to relevant authorities along with copies of required certificates complete in all respects shall be prepared and submitted by the Contractor well ahead of time


concerned authorities. The inspection of the works by the authorities shall be arranged by the Contractor and necessary co-ordination and liaison work in this respect shall be the responsibility of the Contractor. However statutory fees paid, if any, for all approvals by such authorities shall be reimbursed at actuals by the Owner to the Contractors on production of documentary evidence. Any change/addition required to be made to meet the requirements of the statutory authorities shall be carried out by the Contractor free of charge. The inspection and acceptance of the work by statutory authorities shall however, not absolve the Contractor from any of his responsibilities under this Contract.

so that the actual commissioning of the work is not delayed for want of the approval by concerned authorities. The inspection of the works by the authorities shall be arranged by the Contractor and necessary co-ordination and liaison work in this respect shall be the responsibility of the Contractor. However statutory fees paid, if any, for all approvals by such authorities shall be reimbursed at actuals by the Owner to the Contractors on production of documentary evidence. Any change/addition required to be made to meet the requirements of the statutory authorities shall be carried out by the Contractor free of charge. The inspection and acceptance of the work by statutory authorities shall however, not absolve the Contractor from any of his responsibilities under this Contract.

SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC 7. CONTRACT CUM EQUIPMENT PERFORMANCE BANK GUARANTEE

40 7. CONTRACT CUM EQUIPMENT PERFORMANCE BANK GUARANTEE 7.1 Within twenty (20) Days of receipt of the Notification of Award, the successful Bidder shall furnish to the Purchaser the Contract-Cum-Equipment Performance Bank Guarantee (CPBG) (in the format as Form F-7) equivalent to 10% of total order value inclusive of all taxes, duties and charges towards SAP functional upgrade of existing modules, implementation of new modules, handholding support after go-live as per scope of work.

Bidder suggests this provision be entirely deleted. 7. CONTRACT CUM EQUIPMENT PERFORMANCE BANK GUARANTEE – Not Applicable 7.1 Within twenty (20) Days of receipt of the Notification of Award, the successful Bidder shall furnish to the Purchaser the Contract-Cum-Equipment Performance Bank Guarantee (CPBG) (in the format as Form F-7) equivalent to 10% of total order value inclusive of all taxes, duties and charges towards SAP functional upgrade of existing modules, implementation of new modules, handholding support after go-live as per scope of work.


SECTION IV SPECIAL

41 The Manpower deployed for the project shall be qualified, experienced in the similar field

Bidder suggests this provision be revised as under:


CONDITIONS OF CONTRACT (SCC 9. MANPOWER DEPLOYMENT & TIME FRAME

and the number of people shall be sufficient to carry out the activities without any delay. The Bidder must mobilize adequate consultants / representatives for/at all the sites within 15 days from the date of FOI. If the Bidder does not have its Head/Regional office in NCT of Delhi or NCR then they shall establish a co-ordination office in NCT of Delhi and NCR within 15 days. If there is delay in mobilization of man power than the prescribed period, shall attract penalty of Rs 25000 per person per day. In case of delay in mobilization of manpower beyond 30 days, IGL reserves the right to terminate the contract. Further, the Bidder shall provide proper means of transportation and communication systems to all the resources for smooth functioning of the project. IGL reserves the right to accept or reject the deployed resources on 1 week prior notice. Bio-data‟s of all personnel to be deployed for the project shall be forwarded to IGL for approval as part of tender response. The Bidder should not change the team members assigned to the project mid-way i.e. before the project completion without the prior approval of IGL. The only exception would be an instance where the team member leaves the employment of the Bidder. IGL shall call for CV of team members proposed to replace the outgoing team member and approve/ reject the team member prior to assignment to the project. Further, the Bidder shall ensure adequate time period (minimum 15 business days) for both team members at the project delivery site (IGL premises) for

The Manpower deployed for the project shall be qualified, experienced in the similar field and the number of people shall be sufficient to carry out the activities without any delay. The Bidder must mobilize adequate consultants / representatives for/at all the sites within 15 days from the date of FOI. If the Bidder does not have its Head/Regional office in NCT of Delhi or NCR then they shall establish a coordination office in NCT of Delhi and NCR within 15 days. If there is delay in mobilization of man power than the prescribed period, shall attract penalty of Rs 25000 per person per day. In case of delay in mobilization of manpower beyond 30 days, IGL reserves the right to terminate the contract. Further, the Bidder shall provide proper means of transportation and communication systems to all the resources for smooth functioning of the project. IGL reserves the right to accept or reject the deployed resources on 1 week prior notice. Bio-data‟s of all personnel to be deployed for the project shall be forwarded to IGL for approval as part of tender response. The Bidder should not change the team members assigned to the project mid-way i.e. before the project completion without the prior approval of IGL. The only exception would be an instance where the team member leaves the employment of the Bidder. IGL shall call for CV of team members proposed to replace the outgoing team member and approve/ reject the team member prior to assignment to the project. Further, the Bidder shall ensure adequate time period (minimum 15 business

knowledge transfer. In case handholding is not performed for minimum 5 business days, penalty @ Rs. 25000 per leaving team member per day shall be imposed. The consultant is expected to achieve the tasks within the stipulated time as mentioned in tender response unless and until there are valid reasons for the delay and the same are submitted in writing to the engineer- In – Charge.

days) for both team members at the project delivery site (IGL premises) for knowledge transfer. In case handholding is not performed for minimum 5 business days, penalty @ Rs. 25000 per leaving team member per day shall be imposed. Subject to force majeure and the purchaser performing its obligations in timely manner, Tthe consultant is expected to achieve the tasks within the stipulated time as mentioned in tender response unless and until there are valid reasons for the delay and the same are submitted in writing to the engineer- In – Charge.

SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC 11. PAYMENT TERMS

41-42 11. PAYMENT TERMS The payment shall be released on monthly basis as per actuals against submission of invoice and certification of Engineer-in-charge.

Bidder suggests this provision be revised as under: 11. PAYMENT TERMS The payment shall be released on monthly basis as per actuals against submission of invoice and certification of Engineer-in-charge


SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC) 13. PENALTY

42 13. PENALTY 13.1 If the contractor fails to provide the required services, penalty shall be imposed as under :- • In case the CONTRACTOR fails to complete the WORK within the Contractual Completion period as given in SOR, then, unless such failure is due to Force Majeure as defined in tender or due to OWNER's defaults, the OWNER shall deduct as a penalty, a sum @ 1/2 % (Half Per Cent) of the line item value per complete week of delay, subject to maximum of 5 % (Five Per Cent) of the total award value.

Bidder suggests this provision be entirely deleted. 13. PENALTY – Penalty covered in clause 16 GCC. 13.1 If the contractor fails to provide the required services, penalty shall be imposed as under :- In case the CONTRACTOR fails to complete the WORK within the Contractual Completion period as given in SOR, then, unless such failure is due to Force Majeure as defined in tender or due to OWNER's defaults, the OWNER shall deduct as a penalty, a sum @ 1/2 % (Half Per Cent) of the line item value per


13.2 In case of absenteeism/ delay in services, price reduction schedule (PRS) shall be applicable as follows: a) For any absenteeism of onsite consultant penalty @1.5 times of the cost of off-shore man-day shall be deducted.

b) For delay in response time of tickets basis support, service provider will be penalized @ 1.5 times of the cost of offshore basis support for each day of delay beyond the permissible limit as defined in the tender

c) For any delay in response time beyond the SLA‟s mentioned in resolving the issue raised, service provider will be penalized @ 1.5 times of the cost of offshore basis support for each day of delay beyond the permissible limit as defined in the tender. 13.3 Further to 13.2 above, in case of absence of deployed resource from duty for more than 6 days without providing the replacement then, penalty @ Rs. 25000/- per day per person shall be imposed. The penalty shall be levied from the first day of absence of the resource. 13.4 In case of any complaint regarding non-fulfilment of any obligation under the contract, the IGL reserves the right to withhold payment of the contractor, and out of such amount, including the security deposit can make such payment to another agency at their risk & cost as it may consider necessary for smooth and unhindered working of the system.

complete week of delay, subject to maximum of 5 % (Five Per Cent) of the total award value. 13.2 In case of absenteeism/ delay in services, price reduction schedule (PRS) shall be applicable as follows: a) For any absenteeism of onsite consultant penalty @1.5 times of the cost of offshore man-day shall be deducted. b) For delay in response time of tickets basis support, service provider will be penalized @ 1.5 times of the cost of offshore basis support for each day of delay beyond the permissible limit as defined in the tender c) For any delay in response time beyond the SLA‟s mentioned in resolving the issue raised, service provider will be penalized @ 1.5 times of the cost of offshore basis support for each day of delay beyond the permissible limit as defined in the tender. 13.3 Further to 13.2 above, in case of absence of deployed resource from duty for more than 6 days without providing the replacement then, penalty @ Rs. 25000/- per day per person shall be imposed. The penalty shall be levied from the first day of absence of the resource. 13.4 In case of any complaint regarding non-fulfilment of any obligation under the contract, the IGL reserves the right to withhold payment of the contractor, and out of such amount, including the security deposit can make such payment to another agency at their risk & cost as it may consider necessary for smooth and unhindered working of the system.

13.5 In case of non-compliance of statutory provisions penalty will be imposed by the owner as detailed below: 13.6 Contractor has to submit CPBG as per terms of contract within 21 days from the date of FOI. For any delay beyond 21 days in submitting CPBG of requisite amount as well as timely extension of value and / or time period shall attract a penalty of Rs. 5000/- per week of delay. The penalty levied on the contractor shall not be more than 10% of the overall project value.

In case of non-compliance of statutory provisions penalty will be imposed by the owner as detailed below: Contractor has to submit CPBG as per terms of contract within 21 days from the date of FOI. For any delay beyond 21 days in submitting CPBG of requisite amount as well as timely extension of value and / or time period shall attract a penalty of Rs. 5000/- per week of delay. The penalty levied on the contractor shall not be more than 10% of the overall project value.

SECTION IV SPECIAL CONDITIONS OF CONTRACT (SCC) 4. CONTRACT

43 14.2 The Bidder is expected to comply with IGL‟s terms and conditions. Responding to this tender will constitute acceptance of these terms and conditions subject to reasonable commercial negotiation. The Bidder must therefore indicate any areas of non-compliance and terms that are subject to discussion in “Deviations Form”.

Bidder suggests this provision be revised as under: The Bidder is expected to comply with IGL‟s terms and conditions. Responding to this tender will constitute acceptance of these terms and conditions subject to reasonable commercial negotiation and deviations. The Bidder must therefore indicate any areas of non-compliance and terms that are subject to discussion in “Deviations Form”.


SECTION V SCOPE OF WORK 8. Other conditions of the contract:

50 IGL's security norms.

Bidder suggests this provision be revised as under: All the consultants at IGL’s site shall strictly adhere to IGL's security norms which are notified to them in advance in writing.

Acceptable. Refer corrigendum III

SECTION V SCOPE OF WORK 8. Other conditions of the contract:

51 support team resources in 15 days of FOI/award of contract, incase resources is not deployed as per the agreed schedule the penalty of 1.2 times of respective SOR line item will be charged.

Successful bidders has to deploy the support team resources in 15 days of FOI/award of contract, incase resources is not deployed as per the agreed schedule the penalty of 1.2 times of respective SOR line item will be charged.

SECTION VI SCHEDULE OF RATES Notes

59 4. The entire work covered under this contract shall be treated as purely service. The above quoted rates shall be exclusive of service tax, which shall be paid extra as applicable. However, Bidders are requested to confirm the applicability / rate of service tax against each SOR item. Any statutory variation in the service tax on works completed during the scheduled completion period only shall be considered by the owner against documentary evidence. 5. All costs should be in Indian Rupees (INR). Please note that all costs should be for door delivery (at IGL‟s premises within in-scope locations) inclusive of any and all related taxes/ levies payable, e.g. transportation (local and intercity), insurance, lodging, boarding, food expenses, etc. 6. The rates quoted against these items are inclusive of other expenditure like cost of training and training manuals, user manuals, local conveyance, site visits within Delhi / NCR etc. IGL shall provide only office setup and network connectivity within the premises. Cost of site visits outside Delhi / NCR, after approval from IGL, shall be borne by IGL.

7. The Bidder is required to guarantee that exchange rate fluctuations, changes in any duty and taxes, etc. will not affect the Rupee value of the price bid, over the validity period of the bid.

Bidder suggests this provision be revised as under: The entire work covered under this contract shall be treated as purely service. The above quoted rates shall be exclusive of service tax and other taxes, which shall be paid extra as applicable. However, Bidders are requested to confirm the applicability / rate of service tax against each SOR item. Any statutory variation in the service tax on works completed during the scheduled completion period only shall be considered by the owner against documentary evidence. All costs should be in Indian Rupees (INR). Please note that all costs should be for door delivery (at IGL‟s premises within in-scope locations) inclusive of any and all related taxes/ levies payable, e.g. transportation (local and intercity), insurance, lodging, boarding, food expenses, etc. Unless otherwise stated by the Contractor, Tthe rates quoted against these items are inclusive of other expenditure like cost of training and training manuals, user manuals, local conveyance, site visits within Delhi / NCR etc. IGL shall provide only office setup and network connectivity within the premises. Cost of site visits outside Delhi / NCR, after approval from IGL, shall be borne by IGL. The Bidder is required to guarantee that exchange rate fluctuations, changes in any duty and taxes, etc. will not affect the Rupee value of the price bid, over the validity period of the bid.


FORM 7 - 71 The BANK also agrees that OWNER at its Bidder suggests this provision be revised Tender conditions

CONTRACT – PERFORMANCE BANK GUARANTEE

option shall be entitled to enforce this Guarantee against the BANK as a Principal Debtor, in the first instance without proceeding against VENDOR(SELLER/CONTRACTOR) and notwithstanding any security or other guarantee that OWNER may have in relation to the VENDOR‟S(SELLER‟S/CONTRACTOR‟S) liabilities. Notwithstanding anything contained herein above our liability under this Guarantee is restricted to AND it shall be remain in force upto and including ……….. and shall be extended from time to time for such period as may be desired by the VENDOR(SELLER/CONTRACTOR) on whose behalf this Guarantee has been given.

as under: The BANK also agrees that OWNER at its option shall be entitled to enforce this Guarantee against the BANK as a Principal Debtor, in the first instance without proceeding against VENDOR(SELLER/CONTRACTOR) and notwithstanding any security or other guarantee that OWNER may have in relation to the VENDOR‟S(SELLER‟S/CONTRACTOR‟S) liabilities. Notwithstanding anything contained herein above our liability under this Guarantee is restricted to AND it shall be remain in force upto and including ……….. and shall be extended from time to time for such period as may be desired by the VENDOR(SELLER/CONTRACTOR) on whose behalf this Guarantee has been given.

prevail

Form 9 - UNDERTAKING FROM THE BIDDER

75 We hereby confirm that <Authorized Signatory>, will be responsible for execution of the contract in such a manner that the ERP Solution delivered meets the performance requirements as described in the tender. We hereby confirm that the Bidder has not been blacklisted/ holiday listed by any government (national, state or local governments), PSU, government ministry and/ or other government entities.

Bidder suggests this provision be revised as under: We hereby confirm that <Authorized Signatory>, will be responsible for execution of the contract in such a manner that the ERP Solution delivered meets the performance requirements as described in the tender and our proposal. We hereby confirm that to the best of our knowledge the Bidder has not been blacklisted/ holiday listed by any government (national, state or local governments), PSU, government ministry and/ or other government entities.


Form 13 – PROFORMA FOR BID SECURITY

80 a) Fails or refuses to execute the Contract Form, if required : or

b) Fails or refuses to furnish the

Bidder suggests this provision be revised as under: Fails or refuses to execute the Contract Form


PERFORMANCE SECURITY in accordance with the Instructions to Bidder.

containing mutually agreed terms, if required : or Fails or refuses to furnish the PERFORMANCE SECURITY in accordance with the Instructions to Bidder.

Additional Clauses: Bidder suggests that the following additional clauses be added in the final contract for the engagement resulting pursuant to this RFP: 1. Intellectual Property Rights Subject to the other provisions contained in this Clause, the CONTRACTOR agrees that all deliverables created or developed by the CONTRACTOR specifically for PURCHASER, together with any associated copyright and other intellectual property rights, shall be the sole and exclusive property of PURCHASER provided all the payments due to the CONTRACTOR for the deliverables rendered under this Agreement have already been paid by PURCHASER to the CONTRACTOR. PURCHASER acknowledges that in performing services under this Agreement, the CONTRACTOR may use CONTRACTOR’s proprietary materials including without limitation any software (or any part or component thereof), tools, methodology, processes, ideas, know-how and technology that are or were developed or owned by the CONTRACTOR prior to or independent of the services performed hereunder or any improvements, enhancements, modifications or customization made thereto as part of or in

For point no.1 - refer corrigendum-III. For all other points Tender conditions prevail

the course of performing the services hereunder, (“the CONTRACTOR Pre-Existing IP”). Notwithstanding anything to the contrary contained in this Agreement, the CONTRACTOR shall continue to retain all the ownership, the rights title and interests to all the CONTRACTOR Pre-Existing IP and nothing contained herein shall be construed as preventing or restricting the CONTRACTOR from using the CONTRACTOR Pre-Existing IP in any manner. To the extent that any the CONTRACTOR Pre-Existing IP or a portion thereof is incorporated or contained in a deliverable under this Agreement, the CONTRACTOR hereby grants to PURCHASER a non-exclusive, perpetual, royalty free, fully paid up, irrevocable license, with the right to sublicense through multiple tiers, to use, copy, install, perform, display, modify and create derivative works of any such CONTRACTOR Pre-Existing IP in connection with the deliverables and only as part of the deliverables in which they are incorporated or embedded. The foregoing license does not authorizes PURCHASER to (a) separate CONTRACTOR Pre-Existing IP from the deliverable in which they are incorporated for creating a standalone product for marketing to others; (b) independently sell, lease, exchange, mortgage, pledge, license, sub license, assign or in any other way convey, transfer or alienate the CONTRACTOR Pre-Existing IP in favour of any person (either for commercial consideration or not (including by way of transmission), and/or (c) except as specifically and to the extent permitted by the

CONTRACTOR, reverse compile or in any other way arrive at or attempt to arrive at the source code of the Supplier Pre-Existing IP. All the intellectual property rights in the third party software used in providing services including those forming part of or incorporated into the deliverables shall remain with the respective third party PURCHASERs/ the CONTRACTOR’s licensor and to the extent required for the purposes specified in the Agreement PURCHASER shall have user rights in accordance with license agreement (EULA) as applicable for use of such software. Each Party shall be entitled to use in the normal course of its business and in providing same or similar services or development of similar deliverables for its other clients, the general knowledge and experience gained and retained in the unaided human memory of its personnel in the performance of the Agreement. For the purposes of clarity the CONTRACTOR’s shall be free to provide any services or design any deliverable(s) that perform functions same or similar to the deliverables provided under the Agreement for PURCHASER, for any other client of the CONTRACTOR. Nothing contained herein shall relieve either party of its confidentiality obligations with respect to the proprietary and confidential information or material of the other party. PURCHASER warrants that the materials provided by PURCHASER to CONTRACTOR

are duly owned or licensed by PURCHASER. 2. Confidentiality Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other party (in such capacity, the “Disclosing Party”). The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under the Contract Agreement. The term “Confidential Information”, as used herein, shall mean all business strategies, plans and procedures, proprietary information, software, tools, processes, methodologies, data and trade secrets, and other confidential information and materials of the Disclosing Party, its affiliates, their respective clients or suppliers, or other persons or entities with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed for the Disclosing Party as a result of the Contract Agreement. The provisions respecting confidentiality shall not apply to the extent, but only to the extent, that the information or document is: (i) already known to the Receiving Party free of any

restriction at the time it is obtained from the Disclosing Party, (ii) subsequently learned from an independent third party free of any restriction and without breach of this provision; (iii) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (iv) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (v) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure). The obligations under this clause shall survive for three years from termination or expiration of this Agreement. 3. Acceptance PURCHASER will carry out acceptance testing of deliverables (for the deliverables which are subject to acceptance procedure) as per schedule presented by the CONTRACTOR in its Bid/Proposal or otherwise as per mutually agreed schedule. PURCHASER will prepare the Acceptance Test data along with the expected test results (consistent with the detailed specifications of the system and any

change-request agreed in the documents) and keep it ready at least four (4) weeks in advance before the scheduled commencement of Acceptance Testing(s). The acceptance testing will be based on the test cases provided by PURCHASER. The CONTRACTOR will provide support for any clarifications during the Acceptance Testing of the system. Defects if any, observed by PURCHASER, will be notified to the CONTRACTOR in writing not later than five (5) days of delivery. The CONTRACTOR will correct the defects that are a deviation from the baseline immediately following the acceptance. PURCHASER will confirm acceptance in writing to the CONTRACTOR. PURCHASER shall not withhold or delay the issuance of sign off or taking over certificate, if the deliverables substantially meet the specifications or on account of any minor defects which have no material effect on the functionality of the deliverables. Notwithstanding the foregoing sentence, a deliverable shall be treated as accepted by PURCHASER if PURCHASER (a) fails to provide the list of non conformities within five (5) days of delivery, (b) fails to notify the acceptance of the deliverables in terms of this clause within the period of five (5) days from delivery, or (c) starts using the deliverable in a live production environment (other than as part of agreed review and acceptance testing procedure, such as UAT). 4. Termination

Termination for Material Breach. In the event of a material breach of the provisions of this Agreement, the non-breaching party may terminate this Agreement, upon written notice to the breaching party if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice from the nonbreaching party requiring the remedy. Termination for Insolvency. Either party may terminate this Agreement, in the event of any proceedings in bankruptcy, insolvency or winding up by or against the other party or for the appointment of an assignee or equivalent for the benefit of creditors or of a receiver or of any similar proceedings. In the event of termination, PURCHASER shall however, be liable to pay CONTRACTOR for the services rendered till the effective date of termination and reasonable termination compensation towards unrecovered investments. 5. Payment Terms All fees payable to the CONTRACTOR are exclusive of any sales, use, value added tax, service taxes or taxes of a similar nature (including any changes to the existing taxes or incorporation of new taxes) and where such taxes are applicable, the PURCHASER shall be responsible to pay or reimburse the CONTRACTOR the amount of such taxes. All invoices and bills will be raised by

CONTRACTOR as per the mutually agreed payment schedule and will become due for payment within thirty (30) days of presentation. Any invoice remaining unpaid after a period of thirty days shall be treated as a debt owed by the PURCHASER to the CONTRACTOR and the CONTRACTOR shall be, without prejudice to any other remedies that it may have in this regard, entitled to recover it as such with a monthly interest of 2%. Without prejudice to the other rights available, the CONTRACTOR also reserves the right to withhold the provision of services till such time all the payments due to it have been made by the PURCHASER and any such withholding by the CONTRACTOR shall not be treated as breach by it of the provisions of the Agreement. 6. Employee non-solicitation The CONTRACTOR and PURCHASER each agree that during the term a CONTRACTOR personnel or PURCHASER employee is associated with the services under the Agreement and for a period of twelve months after such person ceases to be so associated, neither the CONTRACTOR nor PURCHASER shall, directly or indirectly, solicit for hire or knowingly hire or retain such personnel of the other party as an employee or independent contractor, except with prior written consent of the other party. 7. Acts or omissions of Other Party Neither Party shall be liable for any delay or

failure in the performance of its obligations under this Agreement, if and to the extent such delay or failure is caused by the actions or omissions of the other Party or other Party’s agents or due to a breach of this Agreement by the other Party. 8. Entire Agreement This Agreement set forth the entire understanding of the parties with respect to the subject matter hereof and thereof. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. Each party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation or warranty other than those expressly set out in this Agreement. To the extent permitted by applicable law, a party is not liable to another party in contract or tort or in any other way for a representation or warranty that is not set out in this Agreement. 9. Tata Code of Conduct The business activities of the CONTRACTOR are self-regulated by the “Tata Code of Conduct”. PURCHASER undertakes that it will endeavor to promptly report any violation or potential violation of the Code by any person to the Local Ethics Counselor or the Principal Ethics Counselor or the CEO of the

CONTRACTOR. The CONTRACTOR, in turn, undertakes that it will maintain confidentiality of all communications received.

reply to bidders queries vol-ii part 2/2 tender ......reply to bidders queries vol-ii part 2/2...

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