techno-commercial tender invitation · techno-commercial tender invitation tender document no....

Prabha Energy Private Limited

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TECHNO-COMMERCIAL TENDER INVITATION

TENDER DOCUMENT NO. PEPL/CBMNK/SRPR/2017/17

TENDER DOCUMENT FOR Supply of Sucker Rod & Polished Rod for NK-CBM Block

TENDER ISSUE DATE 4th July 2017

TENDER DUE DATE 14th July 2017, 17.00 Hrs.

QUANTITY WITH UOM As Per Price Table of Tender Document

ISSUED BY P&C Department, E&P – Ahmadabad

TENDER FOR ITEM/PACKAGE Supply of Sucker Rod & Polished Rod

Tender Fees Rs. 1000/-

Bid Bond Rs. 26,000/-

Performance Bank Guarantee10% of the order value valid upto 60 Days beyond the lastdate of completion of services

NOTICE FOR INVITATION OF TENDER

Prabha Energy Private Limited (“Buyer” or “PEPL”) invites bids through tendering for Supply ofSucker Rod & Polished Rod at CBM Block NK-CBM-2001/1in Jharkhand, from competentagencies as per the detailed TENDER document attached.

Mode oftendering

a) Techno Commercial Unpriced bid in electronic format via PEPL e-TenderingSoftware, :- https://pepl.etenders.in/b) Techno Commercial Priced bid via PEPL e-Tendering Software.

1.0 Techno Commercial Unpriced Bid:

1.1 Techno Commercial Unpriced Bid should contain complete Technical and Commercialdetails but without price Value.

1.2 Bidder shall submit only one & final Techno Commercial Unpriced Bid. No revision will beentertained or accepted after the submission of techno commercial unpriced bid.

1.3 If the price is mentioned by mistake or deliberately in the Techno Commercial UnpricedBid, The said bid shall be liable for disqualification.

1.4 Electronic copy of techno-commercial unpriced bid should have the first page containinginformation like tender number, tender due date, and “Techno-commercial unpriced bid”.The price part of unpriced bid should be labeled as quoted/unquoted, as the case may be,to indicate the position of the bidder..


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2.0 Techno Commercial priced Bid Submission:

2.1 Hard copy of Techno Commercial Unpriced bid in a separate sealed Envelop subscribingthe Tender Number, Tender due Date, and “Techno-commercial Unpriced bid” mustbe sent in hard copy to “Prabha Energy Private Limited, 12A, Abhishree Corporate Park,Opp. Swagat Bunglow BRTS Stop, Ambli Bopal Road, Ambli, Ahmedabad – 380 058(Gujarat). Kind Attn: Vice President, (Procurement & Commercial) Ph: +91 2717 298510Fax: +91 2717 298520.

Technical Clarification / Queries:

Commercial Clarification / Queries:

3.0 General:

3.1 All price bid must be on Site basis.3.2 Price quoted must be valid for 6 months from the bid closure date.3.3 Buyer reserves the right to reject any or all the bids received at his discretion without

assigning any reason whatsoever.3.4 This Invitation for Bids / Request for Quotation (IFB / RFQ) is an integral and inseparable

part of the enclosed TENDER Document.3.5 Buyer reserves the right to order either in part or full of the tender quantity.

THIS IS NOT A PURCHASE ORDER

For & On Behalf of PRABHA ENERGY PRIVATE LIMITED

Annexure:-Annexure I: Instruction to Bidders (ITB)

Annexure II: Material Requisition - Supply of Sucker Rod & Polished Rod

Annexure III: Price Break Down Structure

Annexure IV: General Terms & Conditions of Purchase

Annexure A: Tender Acknowledgment

Annexure B: Deviations & Exceptions To The Tender

Contact Person: Mr. Chetan Kumar Contact Person : Mr.Vipul Singhal

E Mail : [email protected] E Mail : [email protected]

Contact Number +912717 298510 Contact Number : +91 2717298510

Contact Person: Mr. Pradeep Kumar Jain Contact Person: Mr. Rajesh Patel

E Mail: [email protected] E Mail: [email protected]

Contact Number :+91 2717 298510 Contact Number :+91 2717298510


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Annexure C: Query Format

Annexure D: Bidder’s General Information

Annexure E: BEC (Bid Evaluation Criteria)

Annexure F: Bid Bond

Annexure G: Performance Bank Guarantee


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Annexure I: Instructions to Bidders for participation in Tenders

A. The North Karanpura Coalfield is the western most and second largest (1230 km2) coalbasin of the Hazaribagh, Palamu and Chatra districts of Jharkhand, India. It is situatedabout 60 km northwest of Ranchi and 20km SW of Hazaribagh.

B. North Karanpura CBM Block (NK-CBM-2001/1) is a part of the North Karanpura Coal fieldcovering an area of 340 sq. Kms. Subsequent to relinquishment of 68.5 sq.km area afterinitial assessment, 271.5 sq.km are left for CBM exploration and development. Presently,approx. 49 sq. kms area has been carved out for initial development with a provisionfor further development in future.

C. The North Karanpura block area is sparsely populated with a forest cover of over 20%of the area. Active coal mines are few in this coalfield and all are located outside the blockarea. The block area is approachable from Ranchi on the southern side and Hazaribaghon the northern side by all weather metalled road, which in turn connects to nearby townsby fair weathered metalled roads. The nearest domestic airport is located at Ranchi.Ramgarh is the nearest township with railway station.

D. Prabha Energy Private Limited (PEPL), referred to as Company, on behalf of consortiumpartner’s comprising of PEPL, Oil & Natural Gas Corporatation Limited (ONGCL) & IndianOil Corporation Limited (IOCL) proposes to start CBM development operations inclusive ofdrilling of 68 vertical wells in North Karanpura CBM Block NK-CBM-2001/1, Jharkhandstarting in the year of 2016-17. It is likely that the number of wells may be increased ordecreased from 68 wells envisaged as per the FDP.

E. The Company, together with its Consortium Partners, having rights to carry outdevelopment operations in CBM Block NK-CBM-2001/1, North Karanpura, Jharkhand,India pursuant to a Contract for Exploration & Production of Coal Bed Methane dated 26thJuly 2002 between Govt. Of India, Oil & Natural Gas Corporation Ltd., and Oil CorporationLtd.

F. The Company is the operator in accordance with the terms of an Operating Agreementdated 7th October 2014 (the “Operating Agreement”) among the Consortium Partnersand as such has the authority to enter into contracts on behalf of the Consortium Partners;

G. PEPL, as Joint Operator with ONGC for the block plan to start development drillingprogram of 68 wells from 2017 - 18.

1.1 Bidders must review this Tender Document carefully and ensure that they can supply allthe necessary items, infrastructure and personnel to fully support the operations andachieve the given objectives of Material Requisition. Any deviation or substitution may behighlighted on a separate statement.

1.2 The Bidder is expected to and must comply with safety standards as practiced in soundinternational petroleum operations.

1.3 Bidders must acquaint themselves with the area of operation before submission of the bidand shall ensure that they are well acquainted with the job sites, environment includingtopography, logistics and climate etc. PEPL will in no case be responsible or liable forcosts associated with the preparation and submission of bids regardless of the outcome.


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1.4 PEPL reserves to itself the right to withdraw from the tendering process if the bids receivedare found unacceptable on a techno-commercial evaluation.

2.0 Specific Instructions

2.1 A Bidder shall fill in the form with relevant details asked for in this document.

2.2 The Annexure to this TENDER lays down the Scope of Supply/Work, technicalspecifications and price format for the tender and forms part of the TENDER.

2.3 By tendering an offer to provide the services, Bidder accepts the terms of this Invitation toTender, unless otherwise specified. Agreed terms shall be included in the BindingContract/Purchase Order. Bidder shall submit the bid based on the terms and conditionslaid down in the tender document without any exception/deviation. If bidder wish to takethe exception/deviation than bidder shall indicate the price and mobilization impact of theprice quoted/bid. Price quoted shall be firm and inclusive of all taxes, duties, & levies - ifany applicable.

3.0 Documents to be submitted with the Bid

3.1 Bidder shall furnish the following details in addition to details asked at other part of theTENDER:

* Details of experience and past performance of the bidder (or of each party to a jointventure or foreign collaboration) on supply of a similar nature within the past 3 years,indicating current areas of operation and clients.

* Name of signatory on Tender, his title / designation and address. Names andsignatures of those authorised to act on signatory's behalf, countersigned by signatory.

3.2 Documentary proof of collaboration with a foreign Company (in case of joint venture), inthe form of a letter from the foreign collaborator, or agreement valid up to the deliverydates of equipments with requisite Government of India / Reserve Bank of India approvals.

3.3 Confirmation accepting the terms and condition of TENDER and Material Requisition.

4.0 Bidding Process and Filing Requirements

4.1 The bidder shall send acknowledgment and confirmation regarding their submission of bidwithin three (3) days of receipt of the bid package.

4.2 Tender papers must be complete in all respects and shall be submitted together withrequisite information and appendices. Tenders should be complete and free from anyambiguity, change or interlineations.

4.3 The bidders bid and any annotation or accompanying documentation shall be in theEnglish language. However, any printed literature may be written in another languageprovided it is accompanied by an English translation of its pertinent passages, in whichcase the English translation shall govern.

4.4 The bidder shall sign the proposal, stating the name of the entity to whom the PurchaseOrder is to be awarded. Each page of the bid shall be duly signed and sealed by anauthorized officer from the Bidder’s organization.


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4.5 Bidders shall indicate their full postal address and telegraphic / fax / mail address in the biddocument.

4.6 Bidder will submit the Bid package in its entirety and no alterations will be made to thedocuments or the wording therein. The bid package will be signed by a duly authorisedOfficer or Representative of the Company.

4.7 Telegraphic / Tele fax / mail offers, whether received directly by PEPL or submitted by thelocal agents shall not be considered.

4.8 Bids made by agents / consultants / representatives / associates will not be considered.

4.9 The bid must be kept valid for 6 (six) months from the date of bid closing. In exceptionalcircumstances PEPL may solicit the bidder’s consent to an extension of the period ofvalidity. The request and the responses thereto shall be made in writing by cable / fax.The validity of Bid bond shall also be suitably extended.

5.0 Bid-Bond / Earnest Money Deposit / Performance Bond

5.1 Bidders shall be required to furnish with their bids an Earnest Money Deposit (EMD) / a bidbond (bid security) in the prescribed Performa as at Annexure F of this bid document validupto 30 Days after Bid Validity Period. The Bid Bond value shall be INR 26,000/- ( INRTwenty Six Thousand Only) or USD 500.00 (USD five hundred only).

The successful bidder may be requested to extend the validity of the bid-bond for a furtherperiod of 06 (six) months until a formal Contract / Purchase Order is executed by the twoparties and/or performance bond is submitted by the bidder to PEPL. The original bid bondshall be submitted with the bid itself. Bids not accompanied by a bid bond as above shall berejected. For Indian bidders bid bonds should be given on non-judicial stamp paper ofrequisite value from nationalized / scheduled commercial banks. In case of foreign biddersbid bond / performance bond from an Indian Nationalized bank shall be accepted. In caseno such bank is situated in the city of bidder a bid bond from a reputed foreign bank iscounter guaranteed by any branch situated in India of any scheduled bank incorporated inIndia will be acceptable to PEPL. The PEPL will also not be liable to pay any bank charges,commission on the amount of Bid bond and Performance bank guarantee.

The earnest money/security money shall bear no interest. Earnest Money of theunsuccessful tenderer(s) shall be refunded after finalization of Contract. The bid security ofthe successful bidder will be returned on receipt of security deposit / performance bond /security. Earnest money shall be refunded without waiting for any application or requestfrom unsuccessful bidders.

On receipt of the acceptance of the tender, the successful tenderer(s) shall sign anagreement /work order in the proper department forms for the due fulfillment of the contract.Failure to enter the required agreement /work –order within the specified period , shallentitle forfeiture of earnest money . The written agreement / work –order to be entered intobetween the contractor and the Company shall be foundation of the rights of the both theparties and the contract shall not be deemed to be completed until the agreement/work –order has first been signed by the contractor(s) and then by the Company Authority.

5.2 Successful Bidders shall furnish to PEPL within 7 days of issue of letter of award aperformance security in the form of bank guarantee from Scheduled Indian nationalized


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bank / reputed foreign bank (Having Branch In India) for 10% of the order value as per theProforma enclosed as Annexure G to the bid document. This bank guarantee /performance bond shall be drawn in favor of Prabha Energy Private Limited (PEPL) andshall be valid for a period of 60 Days beyond the last date of completion of services.

5.3 For Indian bidders performance bonds shall be given on non-judicial stamp paper ofrequisite value from an Indian nationalized bank/reputed foreign bank (Having Branch inINDIA).

6.0 Evaluation and Comparison of Bids

6.1 Techno-commercial evaluation:

After opening the bids, the bid document submitted by each bidder will be examined. Anybid which does not meet the technical and commercial requirements set forth in the tenderdocument will be rejected. To assist in the technical evaluation of bids PEPL may, at itsdiscretion, ask a bidder for clarifications. The request for clarifications and the responseshall be in writing. PEPL will evaluate and compare all technically and commerciallyacceptable bids on the basis of the price format as given in the "Annexure III –PriceSchedule". To facilitate evaluation and comparison of bids, bidders are requested to statetheir bid price in accordance with the price format of the tender document. The basis ofaward shall be the techno-commercial evaluation carried out by the Evaluation Committee.PEPL will not process its recommendation until it is completely satisfied that the successfulbidder is fully capable of meeting all technical requirements of the bid.

6.2 Price Evaluation:

6.2.1 Bidders while submitting their offers should quote taking into account all benefitsand concessions available to them for supplies to PEPL as announced by theGovernment of India as on the date of tender opening. Conditional offers tied to theavailability or otherwise of these concessions will be rejected. PEPL will not ownany responsibility / liability at any stage if such concessions are not available to thebidder and PEPL will not compensate the bidder in any manner on this account.

6.2.2 Bidders shall set their prices / rates in firm figures and without any qualification.Each figure shall also be repeated in words and in the event of a discrepancybetween the amount stated in figures and words, the rates quoted in words shall bedeemed to be the correct amount. Bid containing qualifying expressions ‘subjectto minimum acceptance’ ‘subject to immediate acceptance’, ‘subject to priorcommitment’ etc. will be disqualified.

7.0 Other Instructions and Tender Conditions

7.1 Acceptance of offer by PEPL will be communicated by fax / mail / letter. In case whereacceptance is communicated by fax / letter / mail, pending signing of formal Contract /Purchase Order, the instructions contained in the fax / letter should be acted uponimmediately. With the issue of telegram / telex / letter / mail of acceptance, the Contract /Purchase Order shall be deemed to have been entered into. Contract / Purchase Ordershall mean and include all the contents of this tender document.

7.2 Any tender received with less than the prescribed validity period is liable to be rejected.

7.3 Payment of taxes such as income tax - corporate as well as personal taxes, and any other


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taxes by whatever name called, payable to Government or other bodies is theresponsibility of the Seller. However, PEPL shall comply with all statutory requirements inthis regard whilst making payments to the Seller.

7.4 As per Current legislation Seller is not liable to pay any Customs Duty for importedequipment and consumables under the provisions of the CBM contract signed betweenPEPL & / Oil & Natural Gas Corporation Limited / Government of India. PEPL shall,arrange for Essentiality Certificates for the import requirements of the Seller for makingsupply to PEPL. However after implementation of GST w.e.f. 01.07.2017 major changes atexpected in tax and duty structures. As per latest information’s, all imports will attract 5%GST. Bidder is advised to ascertain all relevant information’s about the taxes/duties/leviespayable on imports and specify each of them clearly in the bid.

7.5 Offers providing for escalation of price will be rejected.

8.0 Error and Omission

8.1 Care has been taken in drafting and finalizing this tender document and all the documents,information and data attached hereto, but errors and omissions are to be exempted giventhe size and nature of document.

9.0 Request for User ID and Password - please visit https://pepl.etenders.in/Bidders are requested to login https://pepl.etenders.in/ and register for upload theirbid.

10.0 Cost of Bidding

10.1 The bidder shall bear all costs associated with the preparation and submission of theTENDER, and BUYER, will not be responsible for any costs or expenses incurred by anybidder in connection with the preparation or submission of a reply to the Invitation ToTender.

11.0 Tender Fee

Only those bidders will be allowed to participate who have paid tender fees, if tender feeswas applicable for them.

Bidder has to submit Rs. 1000/- or USD 50 as non-refundable Tender Fees in the form ofDemand Draft, drawn in favour of “Prabha Energy Private Limited” payable at Ahmedabadalong with the Bid. Bid without Tender Fees and Bid Bond shall not be evaluated


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Annexure II

MATERIAL REQUISITION / TECHNICAL SPECIFICATIONS

The material requisition and attachments from an integral part of this RFQ and will from the

technical basis for any resultant purchase order.

A. SCOPE OF WORK

The Work defined and described hereunder is not exhaustive. Bidder’s scope includes butnot limited to the following.

1.0 Supply of Goods shall be as detailed in “Technical specifications” and Form A – "Pricebreak down structure".

2.0 Bidder shall be responsible for complete design, procurement, manufacturing and supplyof Goods detailed in “Technical specifications” and Form A – "Price break down structure".

B. SCOPE OF SUPPLY & TECHNICAL SPECIFICATIONS:

1.0 General:

The Bidder should have at least three (3) years of proven experience of supply of thetype of Goods offered.

This section defines minimum requirements for manufacturing/ supply of sucker rods,pony rods, polished rod and Coupling.

All materials supplied under this specification shall be manufactured in compliance to thelatest edition of API 11B specification and other requirements of Company as specifiedhereunder:

2.0 Scope of Supply: Bidders scope includes manufacturing and supply of the following

Sucker rods, polished rod & Pony rods with Coupling: Specifications and Quantities shallbe in accordance with the “Technical Specification” and Form A – "Price break downstructure".

3.0 Inspection:

Prior to shipment, Bidder shall get the Goods to be supplied under this purchase orderinspected by Company representative or Company authorized agency at Bidder’spremise. PEPL will be responsible for deputation of its representative at testing locationand SELLER will be responsible for conducting the test including the cost of testing withresult submission and arrangement for such tests. PEPL , as a alternative, can choose toget the TPI done by proposed inspection agency of bidder. Bidder shall submit toCompany inspection report issued by Company representative or Company authorizedagency prior to shipment. Bidder shall notify Company at least 14 days prior to the


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proposed inspection date, to facilitate Company to depute its representative.

The above inspection shall not relieve the Bidder of his responsibility to supply suckerrods and pony rods as per API 11B specifications. Bidder shall replace at its cost allsucker rods,polished rod,couplings and pony rods, which Company finds defective or notin conformance with the API 11B Standards.

4.0 Technical Specifications and requirements:

The scope of work is defined and described by but not necessarily limited to any or all ofthe following.

4.1 Physical State:

All sucker rods, polished rods, couplings and pony rods shall conform to the API 11Bspecifications. The specifications cover chemical composition of D - Grade of suckerrods, pony rods. Dimensional requirements of sucker rods, pony rods, Polished rods,couplings, sub couplings shall be as per API 11B.

4.2 Testing:

All Goods supplied against the order shall be subjected to testing as per applicablespecifications. Bidder shall furnish a certificate of compliance that the sucker rods ponyrods, polished rods and coupling/sub coupling have been manufactured, sampled, testedand inspected in accordance with the API 11B specification.

4.3 Marking

A) Marking of sucker rods, pony rods and polished rod should be as below:

1. Manufacture’s Name or Mark2. Size.3. API Monogram4. Grade. (Not applicable to polished rod)

B) Marking of Coupling should be as bellow:

1. Manufacture’s Name or Mark2. Size.3. API Monogram4. Class

C) Marking of Polished rod Coupling/sub coupling should be as bellow:

1. PR2. Manufacture’s Name or Mark3. Size.4. API Monogram5. Class


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4.4 Thread Protection:

All threads shall be provided with thread protectors. The thread protectors shall be sodesigned as to fully protect the pin and box threads and contact face from abrasion,bruising, moisture and accumulation of dirt. Protectors shall be designed to provide forremoval without hammering.

5.0 Reports

Bidder shall furnish to Company at the time of dispatch but not limited to the followingreports.

Certificate of compliance from Bidder certifying that the sucker rods and pony rods ismanufactured in full conformance with applicable API 11B standards

Release note from Company approved third party inspection agency.

Dimensional details of the supplied product

6.0 Packing

Bundling and shipping of Good shall be as per the procedure confirming to latest editionof API 11B.

Sucker rods, pony rods, polished rod, coupling and sub coupling shall be delivered atCompany’s designated base at North Karanpura, Jharkhand. Packing of items shallwithstand rough handling during transportation, loading and unloading.

7.0 List of Document to be submitted with bid

Bidder should submit documents including but not limited to followings along with bid:

7.1 List of companies to whom Bidder has supplied the specified material.

7.2 Letter of satisfaction from the companies to whom Bidder has supplied thespecified material.

7.3 Copy of valid API certificate for the required material

7.4 Documents describing manufacturing/supply experience of bidder.

7.5 Information brochure giving technical information of the products..

7.6 A copy of Quality Assurance/ Quality Control/ Procedures manual.


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ANNEXURE A - TECHNICAL SPECIFICATIONS

FOR

SUCKER RODS, PONY RODS, POLISHED RODS WITH COUPLINGS

All Sucker rods, pony rods, polished rods and coupling shall conform to the API 11Bspecifications. The specifications cover chemical composition of D - Grade of suckerrods, pony rods and dimensional requirements of sucker rods, pony rods, polished rods& couplings. The details of which are given herein:

GENERAL SPECIFICATION

Sl No General specification

17/8” sucker rodSpecification: API std. 11BSize(Diameter) * length: 7/8” * 25 feet

27/8” sucker rod couplingSize(Diameter) * length: 1 13/16” * 4”Class: T-class

3

Pony rodsSpecification: API std. 11BGrade: API Grade DSize(Diameter)* length: 7/8” * 2 ft

4

Pony rodsSpecification: API std. 11BGrade: API DSize(Diameter) * length: 7/8” * 4 ft

5

Pony rodsSpecification: API std. 11BGrade: API DSize(Diameter) & length: 7/8” *6 ft

6SpindleFor 7/8” sucker rod

7Sucker rod guideFor 7/8” sucker rod

8 Polished rod , 1 1/4”(Diameter) X 30' Long , API 11B


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ANNEXURE III

PRICE BREAK DOWN STRUCTURE

Company shall compensate Bidder for the supply of Goods as per API 11 B standard, inaccordance with the unit rates specified hereunder. In case of foreign bidders, supply of Goodscan be quoted on FOB basis or on CIF basis and same shall be deemed as included in their firmscope,If on FOB Basis but insurance & sea freight of Goods are optional items to be exercised byCompany at his discretion. In case of Indian bidders, rates are to be quoted for supplying Goodsat Company warehouses, North Karanpura, Jharkhand.

Currency ______________ Port of Export ______________

SI. Description UNITTotal

Quantity

Unit RateFOB/CIF/DDP

Basis

Total PriceFOB/CIF/DDP

Basis

17/8” sucker rodSpecification: API std. 11BSize * length: 7/8” * 25 feet

NOS 570

27/8” sucker rod couplingSize * length: 1 13/16” * 4”Class: T-class

NOS 570

3

Pony rodsSpecification: API std. 11BGrade: API Grade DSize* length: 7/8” * 2 ft

NOS 6

4

Pony rodsSpecification: API std. 11BGrade: API DSize * length: 7/8” * 4 ft

NOS 6

5

Pony rodsSpecification: API std. 11BGrade: API DSize & length: 7/8” *6 ft

NOS 5

6SpindleFor 7/8” sucker rod

NOS 105

7Sucker rod guideFor 7/8” sucker rod

NOS 105

8Polished rod , 1 1/4” X 30' Long , API11B

NOS 5

Note: The quantities of mentioned Goods are subject to change at the time of placement oforder.


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For Foreign Bidder

Description Total Charge

Packing & Forwarding

Total price on FOB Basis for all quantity

Insurance charges for all quantity as per delivery schedule for sea

freighting from port of export to Kolkata

Sea freight for all quantity from port of export to Kolkata

For Indian Bidder

Description Total Charge

Total price on DDP basis at PEPL Warehouse, North Karanpura,

( Approximately 80 KM from Ranchi) for all the quantities

Notes:

1. Taxes

The prices and rates set out in this Annexure III (Price break down structure) are:

a. inclusive of all Indian direct taxes (including without limitation personnel taxes, withholdingtaxes and corporate taxes) now or hereafter levied or imposed on the Supplier; and

b. inclusive of all non-Indian taxes (whether direct or indirect) now or hereafter levied orimposed on the Supplier; and

c. inclusive of the following Indian taxes at the rates/amounts stated below:

Tax Rate Amount

IGST

Custom Duty NIL On the basis of Essentiality Certificate tobe obtained by Company

Other (Specify)

[Amend above table as applicable for each contract]

2. The Supplier shall separately state the taxes listed in (c) above in all invoices submitted to theCompany under this Contract.


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Delivery schedule

PEPL requires the material at site latest by 15th August 2017.


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ANNEXURE IV

Annexure – IV : TERMS AND CONDITIONS OF PURCHASE

Table of Contents

1. DEFINITIONS............................................................................................................................ 17

2. DELIVERY..................................................................................................................................17

3. QUALITY STANDARDS, INSPECTION & TESTING.........................................................18

4. PRICING AND PAYMENT.......................................................................................................18

5. EXCISE & CUSTOMS DUTIES.............................................................................................. 18

6. VARIATION IN TAXES, DUTIES & LEVIES........................................................................19

7. DOCUMENTATION & INVOICING INSTRUCTION............................................................19

8. WARRANTIES...........................................................................................................................21

9. PERFORMANCE BANK GUARANTEE............................................................................... 22

10. LIQUIDATED DAMAGES........................................................................................................22

11. RETURN OF REJECTED GOODS........................................................................................23

12. SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC..........................................23

13. ON-SITE SERVICES OF SELLERS REPRESENTATIVES..............................................23

14. AFTER SALES SERVICE....................................................................................................... 23

15. COMPLIANCE...........................................................................................................................23

16. NONDISCLOSURE...................................................................................................................24

17. FORCE MAJEURE................................................................................................................... 24

18. INFRINGEMENT....................................................................................................................... 25

19. TERMINATION..........................................................................................................................25

20. GOVERNING LAW & ARBITRATION.................................................................................. 26

21. ENTIRE AGREEMENT............................................................................................................ 27

22. ORDER OF PRECEDENCE....................................................................................................27

23. INSURANCE..............................................................................................................................27

24. LIABILITIES & INDEMNITIES................................................................................................27

25. ANTI-DUMPING DUTY............................................................................................................ 29


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1. DEFINITIONS

The following words and phrases shall have the meanings hereby assigned to themexcept where the context otherwise requires:

1.1 “BUYER” shall mean PRABHA ENERGY PRIVATE LIMITED, its successors andassigns from time to time.

1.2 “DRAWINGS” shall mean the drawings, calculations, certificates and the othertechnical documentation to be supplied by the SELLER under the PURCHASEORDER (whether recorded in writing or on electronic storage media).

1.3 “GOODS” shall mean all items to be provided by the SELLER as specified in thisPURCHASE ORDER whether raw materials, processed materials, equipment,fabricated goods, services, Drawings or other documentation as applicable.

1.4 “PROJECT” shall mean all exploration activities undertaken by the BUYER.

1.5 “PURCHASE ORDER” shall mean this PURCHASE ORDER and amendmentsthereof and the Drawings, specifications and other documents/papers referred totherein.

1.6 “SELLER” shall mean the person, firm or company on whom BUYER has placedthis PURCHASE ORDER.

1.7 “SUB-SELLER” shall mean any person, firm or company, other than SELLER,supplying GOODS or services in connection with PURCHASE ORDER toSELLER.

1.8 “SUB-ORDER” shall mean an order placed by SELLER on the SUB- SELLER.

1.9 “SITE” shall mean the place and / or location at which the GOODS are to beconsumed or stored by the BUYER.

1.10 “GROSS NEGLIGENCE” means: any act or omission done or omitted withreckless disregard for foreseeable and harmful consequences.

1.11 “WILLFUL MISCONDUCT” means: any act or omission done or omitted withdeliberate disregard for foreseeable and harmful consequences.

2. DELIVERY

SELLER shall be solely responsible for delivery of GOODS in accordance with thisPURCHASE ORDER and for expediting all matters relating to the PURCHASE ORDERand SUB-ORDERS, if any.

SELLER shall not dispatch GOODS covered by this PURCHASE ORDER in part or wholeuntil SELLER has received written “Release for Shipment Notice” or ”InspectionClearance” from BUYER’s representative.

At the sole option and request of BUYER, SELLER agrees to delay delivery of GOODS upto sixty (60) days at no cost to BUYER.


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3. QUALITY STANDARDS, INSPECTION & TESTING

SELLER shall comply with the standards of quality specified in this PURCHASE ORDERin addition to those customary in the international Oil & Gas / CBM Industry.

BUYER’s right to inspect, examine, and test the GOODS shall extend through themanufacturing process, the time of shipment and a reasonable time after arrival at the finaldestination. SELLER’s failure to supply GOODS to be in complete conformity with therequirement of the PURCHASE ORDER shall be deemed to be reasonable grounds forrejection.

In the event that any inspection or test indicates that the GOODS fail to meet therequirements of the PURCHASE ORDER, SELLER shall take immediate steps to rectifythe failure at its own cost and expense. Upon completion of said rectification, SELLERshall notify BUYER of availability of GOODS for re-inspection or retest and this procedureshall be repeated as necessary until the GOODS are deemed by BUYER to be incomplete conformity with the requirements of the PURCHASE ORDER. Such procedureshall not warrant any increase in price, shall be without prejudice and shall not releaseSELLER from any obligations under the PURCHASE ORDER.

Notwithstanding anything contained herein above GOODS shall not be deemed accepteduntil BUYER’s representative does a final inspection at SITE. The making or failure tomake an inspection, examination or test of, or payment for, or acceptance of the GOODSshall in no way relieve SELLER from its obligation to conform to all of the requirements ofthis PURCHASE ORDER and shall in no way impair BUYER’s right to reject or revokeacceptance of non conforming GOODS, or to avail itself of any other remedies to whichBUYER may be entitled.

4. PRICING AND PAYMENT

4.1 The prices herein specified shall include all charges and expenses incurred bySELLER in connection with scope of supply & services mentioned at MaterialRequisition (Annexure II) are fixed and firm from the date of issue of Letter ofAward or till the last supply of PURCHASE ORDER. Prices shall not be subject toany escalation or adjustment, unless otherwise stated herein.

4.2 SELLER shall be paid as per below schedule:

4.2.1 100% of the supply portion payment within 45 days of delivery of requiredGOODS to BUYER in accordance with the terms of the PURCHASEORDER & Submission of correct invoice, all shipping documents and anyand all other documentation which may be required, including Drawings,data, manufacturing record books, installation instructions and all finalrequired documents as called for in the PURCHASE ORDER.

4.2.2 Payment may, however, be withheld or portions thereof may be deducted ifin BUYER’s reasonable opinion, GOODS have not been supplied inaccordance with the provisions of this PURCHASE ORDER.

5. EXCISE & CUSTOMS DUTIES

As per Current and applicable policies


_________________________________________________________________________________- 19 -

5.1 In terms of Paragraph 8.2 (f) of Foreign Trade Policy 2004-2009 read with customsduty exemption provided under Customs Notification No.21/2002 dated01.03.2002 as amended, supply of GOODS required in connection with petroleumoperations undertaken under specified contracts signed with the Government ofIndia are regarded as deemed exports. In respect of supply of goods coveredunder paragraph 8.2 (f) of Foreign Trade Policy, the Seller is eligible for thefollowing benefits:

a. Advance License for deemed export or Deemed Exports Drawbackb. Refund of Terminal Excise Duty

5.2 In terms of Section 83 of Finance (No.2) Act, 2004, the Education Cess leviedunder Section 81 shall be a 'duty of excise' at the rate of 3% calculated on theaggregate excise duties payable. Hence, such Education Cess is also eligible forrefund or exemption as the case may be, as part of Terminal Excise Duty.

5.3 Contractor acknowledges that goods imported by PEPL or its sub-contractors forCBM operations will qualify for exemption of customs duty (Customs notification no.21/2002 – Customs dated 1st March 2002).

5.4 However after implementation of GST w.e.f. 01.07.2017 major changes atexpected in tax and duty structures. As per latest information’s, all imports willattract 5% GST. Bidder is advised to ascertain all relevant information’s about thetaxes/duties/levies payable on imports and specify each of them clearly in the bid.

6. VARIATION IN TAXES, DUTIES & LEVIES

The Total Order Value shall be adjusted on account of any variations in statutory leviesimposed by competent authorities by way of fresh notification(s) within the stipulateddelivery period only. However, incase of reduction in taxes, duties and levies after thestipulated delivery period up to the date of actual delivery, the benefits of the same shallbe passed on to the BUYER.

No other taxes, duties, royalties & levies other than those specified above will be payableby BUYER.

Notwithstanding what is stated above, changes in taxes, duties & levies shall be appliedonly to that portion of PURCHASE ORDER not executed on the date of notification bycompetent authority.

Taxes & duties on raw materials & bought out components are included in Total OrderValue and are not subject to any escalation or variation for any reason whatsoever.

7. DOCUMENTATION & INVOICING INSTRUCTION

7.1 PACKING LIST

Packing lists must show all the following information and details:

o PURCHASE ORDER number, item number, and quantity. Pipe Telly List.


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o Commercial description of the material (no abbreviations, brand or tradenames) matching the PURCHASE ORDER.

o Total number of items/materials in each package/case.o Total number of packages/cases, sizes, M3, gross and net weights (in kilos)

of each package.o Grand total of packages/cases, gross weight (kilos) and cubic meters.o Seafreight shipment made by shipping line and BL

number .......................(If applicable)o AWB / BL number and date ................................... (if applicable).o Shipped from ............to .............

This consignment comprises: (retain relevant statement)

The full supply against PURCHASE ORDER number ...................

Part of the supply against PURCHASE ORDER number ................

The balance of the supply against PURCHASE ORDER number...

NOTE: ALL PAGES OF THE PACKING LIST MUST BEAR THE COMPANY STAMP OFSELLER AND BE SIGNED BY AN AUTHORISED REPRESENTATIVE OF SELLER.

Immediately on dispatch of GOODS SELLER shall send the communication to theaddress as per PURCHASE ORDER, by courier or facsimile, the following information andattach a copy of the same to the final invoice:

PURCHASE ORDER number

Description and quantity of GOODS No. of Packages, Gross Weight & Value Mode of Dispatch, DC No & Date. LR/RR/BL/AWB No. & Date Shipment Control Number Name of Transporter / Air Line / Shipping Line Release for Shipment Notice / Inspection Clearance Reference

7.2 Distribution of Shipping Documents

Total shipping documentation must be ready at the same time as the GOODS,distribution of which will be as follows:

a) Inside each case/package: One (1) copy of packing list Two (2) copies of assembly instructions (as applicable) Two (2) copies of manufacturer's instructions (as applicable) One (1) copy of material test certificates for bulk materials One (1) copy of spare parts data

b) One (1) copy of packing list shall be placed in a waterproof envelope,securely fastened to outside of each case and protected by a metal strip.


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7.3 INVOICING

Invoices shall cover only items or portions thereof actually shipped. Any duties,penalties or fines resulting from incorrect invoicing will be to the account ofSELLER.

Where GOODS have been delivered to SITE in accordance with the terms of thePURCHASE ORDER. Invoices shall be accompanied with a signed copy ofdelivery challan duly acknowledged by PEPL representative at SITE. In thosecases where GOODS are to be assembled or commissioned and made operationalat SITE, a certificate from PEPL's representative, to the effect that the GOODS areassembled/commissioned and made operational, must accompany the invoices.

All invoices shall contain the following details

PURCHASE ORDER NO. & Date. Exact schedule in PURCHASE ORDER to which invoice relates. Excise and Sales Tax registration numbers (if applicable).

One (1) original invoice and one (1) copy of invoice shall be made out andsubmitted to:

Invoice shall be raised in favour of -

Prabha Energy Private Limited12A , Abhishree Corporate Park,Ambli Bopal Road, Ambli,AHMEDABAD – 380 058, INDIATel. No: +91-2717-298510Fax. No: +91-2717-298520

Material Ship to Address:-Prabha Energy Private Limited,CBM BLOCK NK-CBM-2001/1,Ranchi, Jharkhand State.

Original Invoice shall be send/dispatched to at following address for paymentpurpose

Prabha Energy Private Limited12A , Abhishree Corporate Park,Ambli Bopal Road, Ambli,AHMEDABAD – 380 058, INDIATel. No: +91-2717-298510Fax. No: +91-2717-298520

E Mail: [email protected] :- Mr. Niraj jani

8. WARRANTIES


_________________________________________________________________________________- 22 -

The SELLER shall warrants that the GOODS delivered are against any defects or failure,which arise due to faulty materials, workmanship or design (except materials or designfurnished by the BUYER). The SELLERS warrantee shall be eighteen (18) months fromthe date of completion of delivery (the Defects Liability Period). If during the DefectsLiability Period any GOODS are found to be defective, they shall be promptly replaced orrectified by the SELLER at its own cost (including the cost of dismantling and reinstallation)on the instructions of the BUYER. Further, if for the purpose of rectifying the defect theGOODS are to be removed from SITE then the cost for such removal, transportation andre-delivered and installation back shall be borne by the SELLER.

9. PERFORMANCE BANK GUARANTEE

SELLER shall, within 07 days from the date of PURCHASE ORDER submit a performancebank guarantee for Ten percent (10%) of basic order value in the format enclosed asAnnexure G and from a bank acceptable to BUYER. The performance bank guaranteeshall be valid from the date of this PURCHASE ORDER till expiry of warranty period. Incase of extension of the delivery date or increase in purchase order, the validity and valueof the performance bank guarantee shall be accordingly extended or increased.

The performance bank guarantee shall be issued to BUYER through an advising banklocated in Ahmedabad, India, which may be a branch office of the issuing bank, or if thebank does not have a branch office in Ahmedabad, India, then through any scheduledIndian bank approved for this purpose by BUYER. SELLER shall ensure that the bankguarantee carries the reference of this PURCHASE ORDER number and is forwarded tothe under mentioned address.

Prabha Energy Private Limited,12A, Abhishree Corporate Park,Opp. Swagat Bunglow BRTS Stop,Ambli Bopal Raod, AmbliAHMEDABAD – 380 058, Gujarat, INDIATel. No: +91-2717-298510Fax. No: +91-2717 298520

Attn: Vice President (Procurements & Contracts)

Bank guarantees from Indian banks shall be on non-judicial stamp paper of appropriatevalue as per the Indian Stamp Act.

The name and designation of the officer(s) executing the bank guarantee are to be shownin the bank guarantee and each page of it should be signed/initialled by the executant.Evidence of the authority of the signing officer (e.g. power of attorney) must be provided orappear in the attestation provision (e.g. signing power number and date)..

10. LIQUIDATED DAMAGES

Time is the essence of this PURCHASE ORDER and SELLER shall meet the datestipulated for delivery of GOODS.

In the event the SELLER fails to supply the GOODS as per delivery schedule mentioned inthis PURCHASE ORDER, BUYER may, without prejudice to any other right or remedyavailable under the PURCHASE ORDER, recover from the SELLER as agreed liquidated


_________________________________________________________________________________- 23 -

damages and not by way of penalty to the extent of, 1%(one percent) of Total Order Valueof GOODS per week of delay or part thereof subject to a maximum of 10%(ten percent) ofTotal Order Value of GOODS. Should the PURCHASE ORDER specify staggered deliveryof GOODS by assigning delivery priorities, only for the sake of levying liquidated damages,each priority shall be treated as a separate PURCHASE ORDER and the Total OrderValue shall be the value of GOODS required to be supplied by SELLER for each priority.

BUYER shall deduct the sum of liquidated damages for delay from any monies due or thatmay become due to SELLER or if such monies are insufficient, SELLER shall forthwithpay the deficient amount within five (5) days of BUYER’s written request.

11. RETURN OF REJECTED GOODS

BUYER shall have the right to return to SELLER, at SELLERS cost and risk any GOODSdelivered in defective condition or containing error.

All GOODS rejected shall be taken back by SELLER within fifteen (15) days of intimationof rejection by BUYER. Rejected GOODS shall be at SELLER’s risk from the time ofintimation of such rejection and BUYER shall not be liable for any shortages or qualitydeterioration of such GOODS.

BUYER at its sole discretion shall have the option to dispose the GOODS so rejected andnot taken back within thirty (30) days from the date of intimation of rejection. (BUYER canreduce this date since storage space will be blocked)

12. SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC.

Any specifications, plans, drawings, patterns or designs supplied by BUYER to SELLER inconnection with PURCHASE ORDER shall remain the property of BUYER.

Title to all DRAWINGS, specifications and other documents specifically prepared bySELLER or SUB-SELLER in connection with GOODS shall vest in BUYER and BUYERshall have the right to use these DRAWINGS, specifications, calculations and otherdocuments without any obligation of any kind to SELLER or SUB-SELLERS.

13. ON-SITE SERVICES OF SELLERS REPRESENTATIVES

In the event BUYER requires services of SELLERS representative at SITE, SELLERagrees to provide the same and services of such representative shall be separatelycontracted.

14. AFTER SALES SERVICE

Notwithstanding the provisions of clause 13, SELLER agrees to provide effective aftersales services as reasonably requested by BUYER, and shall attend to problems andqueries relating to GOODS or technical services in a timely manner throughout thewarranty period. If thereafter after sales services are to be provided by SELLER on aregular basis then the same shall be separately contracted.

15. COMPLIANCE

SELLER warrants that all GOODS sold hereunder have been manufactured, sold,delivered and furnished in strict compliance with all applicable laws and regulations to


_________________________________________________________________________________- 24 -

which the GOODS are subject. SELLER shall execute and deliver to BUYER anydocuments as may be required to effect or to evidence such compliance. SELLER herebyindemnifies, defends and holds BUYER and its affiliates harmless from and against anyand all claims, legal actions, final judgements, attorney’s fees, fines and other losseswhich any of them may incur as a result of the sale or delivery to BUYER hereunder ofGOODS which do not meet any or all requirements of any such laws and regulations.

16. NONDISCLOSURE

SELLER shall maintain in strict secrecy and shall not divulge to any third party (except toSUB-SELLERS accepting a like obligation of secrecy, and then only to the extentnecessary for the performance of SUB-ORDERS) any information, DRAWINGS, data anddocumentation furnished by BUYER to SELLER in connection with the PURCHASEORDER or becoming known to SELLER through its performance of work under thePURCHASE ORDER, in so far as it is not clearly in the public domain. SELLERundertakes not to copy or make abstracts of documents relating to the PURCHASEORDER on its behalf, or on behalf of third parties. These obligations shall continuenotwithstanding the completion of the work under the PURCHASE ORDER.

If so requested by BUYER, SELLER further agrees to require its employees and itsSUB-SELLERS and their employees to execute an appropriate nondisclosure agreementprior to performing any work under this PURCHASE ORDER

17. FORCE MAJEURE

The term “Force Majeure” means any of the following events or circumstances, or anycombination of such events or circumstances, which are beyond the reasonable control ofthe affected party, which could not have been prevented by good oil and gas industrypractice or by the exercise of reasonable skill and care and which or any consequences ofwhich, have a material and adverse effect upon the full or part performance of the affectedparty and its obligations under the PURCHASE ORDER

War (whether declared or not), act of terrorism hostilities, epidemics, riots, earthquake,typhoon, cyclone, flood, landslide, fire, explosion, strike by national category of workers,acts of God, delay, suspension and stoppage of work caused by governmental action.

Force Majeure shall specifically not include occurrences as follows:

Late delivery of materials caused by congestion at SELLER’s or SUB SELLERS facilitiesor elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences.Late performance by SELLER and/or SUB-SELLER caused by unavailability of equipment,supervisors or labour, inefficiencies or similar occurrences.

Mechanical breakdown of any item of SELLER’s or its SUB-SELLER’s equipment, plant ormachinery.

Delays due to ordinary storm or inclement weather or non-conformance by SELLER orSUB-SELLER.

Financial distress of SELLER or its SUB-SELLER.

In the event of either party being rendered unable by Force Majeure to perform anyobligation required to be performed by it under the PURCHASE ORDER, the relative


_________________________________________________________________________________- 25 -

obligation in full or part of the party affected by such Force Majeure shall be suspended forthe period during which such cause lasts. Time for performance of the relative obligationsuspended by Force Majeure shall then stand extended by the period for which causelasts.

Upon the occurrence of any Force Majeure event, the party so affected in the discharge ofits obligation shall promptly, but no later than ten (10) days give written notice of suchevent to the other party. The affected party shall make every reasonable effort to removeor remedy the cause of such Force Majeure or mitigate its effect as quickly as possible. Ifsuch occurrence results in the suspension of all or part of the obligation for a continuousperiod of more than 30 days, the parties shall meet and determine the measures to betaken.

Any delay or failure in performance by either party hereto shall not give rise to any claimsfor damages or loss of anticipated profits to the extent, such delay or failure is caused byForce Majeure.

18. INFRINGEMENT

SELLER hereby indemnifies, defends and holds harmless BUYER and its affiliates,against any claim, suit, or proceeding which is based upon a claim, whether rightful orotherwise, that any GOODS, or any part thereof, furnished by SELLER under thisPURCHASE ORDER, constitutes an infringement of any patent, copyright, trademark ortrade secret and SELLER shall bear all resulting damages and costs. In case saidGOODS, or any part thereof, are, in such, suit held to constitute infringement and/or use isenjoined, SELLER shall, at its own expense, subject to the following provisions, eitherprocure for BUYER an irrevocable, royalty free license to continue using such goods, orwith BUYER's prior written approval, replace same with substantially equal but noninfringing GOODS or modify them so they become non infringing, provided that no suchreplacement or modification shall in any way amend or relieve SELLER of its warrantiesand guarantees set forth in this PURCHASE ORDER nor make the goods inferior inperformance.

Notwithstanding any proprietary legends or copyright notices to the contrary, BUYER maycopy or reproduce documents and information furnished by SELLER in connection withSELLER's proposal and with this PURCHASE ORDER and distribute such copies orreproductions to others for the limited purposes of designing, operating, maintaining orlicensing the Project.SELLER is responsible for obtaining necessary permission and releases from any thirdparties placing proprietary rights or copyrights on such documents or information and,hereby holds harmless and defend BUYER and its affiliates against any and all claims,suits or proceedings based upon a claim whether rightful or otherwise that a proprietaryright or copyright has been infringed by copying, reproduction, distribution or use byBUYER.

19. TERMINATION

19.1 TERMINATION FOR DEFAULT

BUYER may terminate the whole or any part of SELLER's performance of workunder this PURCHASE ORDER in any one of the following circumstances: (1) ifSELLER fails to make delivery of the GOODS or to perform within the timespecified herein or any extension thereof; or (2) if SELLER delivers non conforming


_________________________________________________________________________________- 26 -

GOODS; or (3) if SELLER fails to provide adequate assurance of SELLER's abilityto meet the quality standards or the delivery date(s) of this PURCHASE ORDER;or (4) if SELLER fails to perform any of the other provisions of this PURCHASEORDER in accordance with its terms or so fails to make progress as to endangerperformance of this PURCHASE ORDER; or (5) if SELLER makes a generalassignment for the benefit of its creditors, becomes insolvent or institutes or hasinstituted against it a proceeding in bankruptcy. In the event of any such failure,BUYER will provide SELLER with written notice of the nature of the failure andBUYER's intention to terminate for default. In the event SELLER does not curesuch failure within ten (10) days (except for (5) for which no cure period shall apply)of such notice, BUYER may, by written notice, terminate/cancel this PURCHASEORDER.

In the event BUYER terminates this PURCHASE ORDER in whole or in part asprovided in this clause, BUYER may procure, upon such terms and in such manneras BUYER may deem appropriate, GOODS similar to those so terminated andSELLER shall be liable to BUYER for any additional costs for such similar GOODS;provided that SELLER shall continue the performance of this PURCHASE ORDERto the extent not terminated under the provisions of this clause.

SELLER agrees to assist BUYER in the event that re-procurement action isnecessary as a result of default, by cooperation in the transfer of information, in thedisposition of work in progress or residual material, and in the performance of otherreasonable requests made by BUYER.

BUYER shall be entitled to terminate this order by giving 15 days Notice to theSELLER in that behalf, without assigning any reason therefore. All the obligationsundertaken prior to such termination shall survive. After receipt of such a notice,the SELLER shall not process the said products and forthwith hand over all themachines/tools/drawings etc. which are in the SELLER’s custody, along with theproduct processed by the SELLER and remaining the SELLER’s custody. TheBUYER may at any time instruct the SELLER to suspend part or all of the supplyand/or services of goods. During suspension the SELLER, without any cost to theBUYER, shall protect, store and secure such part or all of the work or goodsagainst any deterioration, loss or damage or other losses. All work so stopped shallbe resumed by the SELLER based on a schedule to be mutually agreed uponbetween the BUYER and the SELLER. It is further agreed between the parties thatbreach of this order shall, at the option of the Purchase, constitute breach of theother order/s with the SELLER, which will confer a right on the BUYER to terminatethe other order/s also at the risk and cost of the SELLER.

20. GOVERNING LAW & ARBITRATION

20.1 The PURCHASE ORDER, including all matters connected with this PURCHASEORDER shall be governed by the Indian Laws both substantive and procedural, forthe time being in force and shall be subject to the exclusive jurisdiction of IndianCourts at Ahmedabad, India.

20.2 The parties shall, in the first instance, attempt to resolve any disputes arising out ofor connected with this PURCHASE ORDER through good faith negotiations.Notwithstanding the foregoing, any dispute not resolved within the earlier of 30days of the commencement of such negotiations or 60 days after the firstnotification of the existence of a dispute by a party may be referred to arbitration by


_________________________________________________________________________________- 27 -

either party. Arbitration shall be conducted in accordance with the provisions of theIndian Arbitration and Conciliation Act, 1996. The place of arbitration shall beAhmedabad, India and the language to be used in the arbitral proceedings shall beEnglish.

20.3 Any award rendered by the arbitrators shall be final and binding upon the parties.Any judgement upon such award may be entered in any court having jurisdiction orapplication may be made to such court for a judicial confirmation of such award andjudgement or order of enforcement, as the case may be.

21. ENTIRE AGREEMENT

This PURCHASE ORDER embodies the entire agreement between BUYER and SELLER.The parties hereto shall not be bound by or liable for any statement, representation,promise or understanding not set forth herein.

No changes, amendments or modifications of any of the terms and conditions and Scopeof Supply hereof shall be valid unless such changes, amendment or modifications is dulysigned by representatives of both parties.

22. ORDER OF PRECEDENCE

In resolving conflicts, discrepancies, errors or omissions the following order of precedenceshall be used:1. Any amendments to the PURCHASE ORDER2. PURCHASE ORDER PRICE SCHEDULE3. Material Requisition4. General Terms & Conditions of Purchase

23. INSURANCE

23.1 SELLER shall arrange the insurance of GOODS from SELLER’s warehouse toBUYER’s warehouse basis and any insurance claim shall be the responsibility ofSELLER.

23.2 SELLER shall arrange the insurance of their personnel and equipments deployedfor providing services as per Material Requisition.

24. LIABILITIES & INDEMNITIES

24.1 BUYER shall indemnify and hold SELLER, its subcontractors harmless from andagainst all claims, proceedings, liabilities, losses, damages, costs and expenseswhatsoever arising out of or resulting from personal injury, including fatal injury, toany BUYER’s personnel and the personnel of any affiliate of BUYER BuyerEquipments and other property of the Buyer resulting from or relating to theperformance of this Purchase Order. However, the foregoing shall not apply tothe extent negligence or gross negligence or willful misconduct of SELLER, itssub-contractors or personnel caused or contributed to such injury.

24.2 Seller shall be responsible for, and shall indemnify and hold BUYER, affiliates ofBUYER and its personnel harmless from and against all claims, proceedings,liabilities, losses, damages, costs and expenses whatsoever arising out of orresulting from :


_________________________________________________________________________________- 28 -

(a) personal injury, including fatal injury of the SELLER 's employees and thepersonnel of any affiliated of the seller.

(b) SELLER’s equipment and to other property of SELLER, resulting from or relating tothe performance of this Purchase Order. However, the foregoing shall not applyto cases where negligence or Gross Negligence or Willful Misconduct of theBUYER, or affiliate of the BUYER or its personnel caused or contributed to suchinjury, loss or damage;

24.3 SELLER shall remove at its own cost and expense any obstacle or debris resultingfrom the SELLER’s performance under this Purchase Order if it is required to do soby the relevant authorities, or if such obstacle or debris interferes with BUYER’snormal operations. In the event the SELLER does not comply with one or more ofthe foregoing obligations, BUYER shall be entitled to perform these itself or by theuse of another SELLER at the risk and cost of SELLER, and the SELLER shallreimburse to the BUYER all consequential costs and expenses thereby incurred.

24.4 Without prejudice to any indemnity provisions of this Purchase Order neither party(BUYER or SELLER) shall be liable to the other for loss of revenue, anticipatedprofit or production, or any other consequential or indirect loss or damage arisingout of or in connection with the implementation thereof.

24.5 SELLER, in the performance of Purchase Order, shall conduct its operations withdue regard to concerns with respect to protection of the environment andconservation of natural resources and shall abide by the existing laws on thesubject. SELLER will act with due diligence and conform to established soundinternational petroleum industry practices. SELLER shall ensure that all SELLER’sand their subcontractor’s personnel do their utmost to avoid contamination orpollution of the environment resulting from discharge, disposal, release or escapeof garbage, chemicals, lubricants, fuel or other materials, and SELLER shall holdharmless and indemnify BUYER from and against any and all claims and liabilitiesarising from or relating to such contamination or pollution, caused by breach ofduty by any of the SELLER’s or their subcontractor’s personnel.

24.6 Cross Waivers

(a) At Company's request, Contractor shall exchange cross-waivers with Company's othercontractors whereby Contractor and said other contractors mutually waive any rights ofrecourse and arrange for suitable waivers of subrogation rights in respect of any injuryto, or death of its and its subcontractors' respective employees and damage to itssubcontractors’ respective property. The text of any cross-waiver to be agreedbetween Contractor and any other such contractor, shall be based on the following:

"………………….. [insert Contractor's name] shall indemnify andhold …………………..[insert other contractor's name] and its subcontractors and its and their officers, agentsand employees ("indemnities") harmless from and against any and all losses, claims,demands, proceedings, costs, damage to property of …………….[ insert Contractor'sname], its subcontractors and its and their officers, agents and employees and injury toor death of any such person howsoever arising and whether caused or alleged to havebeen caused by the negligence, in whole or in part of the Indemnities or any of them."


_________________________________________________________________________________- 29 -

(b) The provisions of any such cross waiver shall not become effective until signed by bothParties and exchanged.

25. Anti-Dumping Duty:-

25.1 The Anti-Dumping Duty, if any, shall be applicable as per the latest Govt. guidelineand will be payable by the bidder only. Bidders are requested to note the same andquote accordingly.

25.2 Anti-Dumping Duty shall be borne by the bidder as mentioned above. A categoricalconfirmation in this regard is required from the bidders along with their offer,otherwise their offer will not be considered for further evaluation.

25.3 All bidders must categorically mention the country of origin of the products offeredby them in their offers. In the event categorical mention of country of origin ofproducts offered is not mentioned in their offer, the offer will be summarily rejected.

25.4 In case of the indigenous bidders, they should note that PEPL will not be liable toreimburse any amount either on account of Anti-Dumping duty for the materialsimported by them from People’s Republic of China and on whom the Anti –DumpingDuty is applicable for execution of the contract or any duty thereon. AnyAnti-Dumping Duty payable against import by them from any century shall be totheir account. Indigenous bidders are required to categorically confirm acceptanceof the same in their Technical bids failing which offers will be liable for rejection.

25.5 E-bidding / Negotiation shall be conducted without loading Anti-Dumping duty (ifapplicable). However, if after completion of the E-bidding / negotiation, in case ofForeign bidders who have quoted goods originating from China and on whom theAnti-Dumping Duty is applicable as on date of E-bidding / negotiation, Anti-Dumpingduty so calculated and any duty thereon as per the Notification shall be loaded onthe final CIF Landed value quoted by those Foreign bidders (with Customs Duty asapplicable on the Bid Closing Date of the Tender) in the E-bidding.


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ANNEXURE - A

TENDER ACKNOWLEDGMENT(To be issued on the Contractor’s Letter Head)

Date:Prabha Energy Private Limited12A & 14, Abhishri Corporate Park,Ambli Bopal Road, Ambli,AHMEDABAD – 380 058, INDIATel. No: +91-2717-298510Fax. No: +91-2717-298520

Kind attn: Vice President (Procurements & Contracts))

Sub: SUPPLY OF SUCKER ROD & POLISHED ROD NK-CBM-2001/1 BLOCK JHARKHAND.

Dear Sir,

We acknowledge receipt of your Invitation to Tender Documents for the above and weagree to maintain confidentiality in regard to the Invitation to Tender and the contentsthereof.We confirm that (* delete as applicable)

* We have checked the Documents and have not received all items listed

* We have received all of the documents listed in the Letter of Invitation to Tenderand in the contents pages of each section, without damage and in usablecondition.

We confirm that:

* We intend to submit a bonafide Tender by the date and time stated in your Letter ofInvitation to Tender.

* We do not intend to submit a Tender.

Name of Tendering Company:Signature:Name :Position:Date:Tel:Fax:


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Annexure B

Deviations & Exceptions To The Tender

We have taken following exceptions to Scope of Supply/ Work / Specification /Schedule/ Servicesof the terms and conditions stated in the Tender.

Sl.No.

Section, ClauseReference

Description as inthe Tender

ExceptionTaken

Explanation/Reason

Commercial

12

Technical12


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ANNEXURE C

QUERY FORMAT

Should the Tenderer have any queries, the same should be submitted to Company, preferably inelectronic mail, as an attachment in Microsoft Word format, by filling in the format as given below:

Sl.No.

Section, ClauseReference

Query Company’sanswer

All queries related to the tender are to be submitted to:

TO THE ATTENTION OF

Vice President – P & C Department

E-Mail: [email protected]

NOTE: Tenderer to submit any and all queries 7 days prior to Bid Closing Date. No queries will beentertained after that date.


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ANNEXURE D

BIDDER’S GENERAL INFORMATIONBidders shall furnish their particulars as under

Instructions to Vendors:

All fields are to be filled completely and accurately in CAPITAL letters, incomplete /illegible forms may be rejected.

Information given by you will be treated in full confidence and will form an importantbasis for consideration of your application. Any falsification or misrepresentation willlead to rejection of application for registration and/or lead to wrong account payment.

Please read this form in full before filling up this form.

Please sign and stamp every page of this form before submission.

Please submit supporting documents like Copy of PAN Card and 1 Cancelled Chequealong with this form, without these documents registration would not be effected.

CONTACT INFORMATION

Address DetailsName of the Company

Name of Partner

Street/House Number

Street 2

Street 3

Postal Code

City

State

Telephone Number

Fax number

E-mail


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BANK RELATED INFORMATION

For RTGS/ NEFT in Indian RupeesAccount Holder Name & Address

Bank Name

Bank Account Number

Branch Name & Address

Street

City

State

Branch code ( If any)

MICR Code

Indian Financial System Code- IFSC Code

National Electronic Fund Transfer Code- NEFTCode (if any)

TAX RELATED INFORMATION

Tax Registration Number Details

Permanent Account Number (PAN)

State VAT/ LST / TIN No (wherever applicable -needs to be active)

CST Reg. Number (wherever applicable)

Service Tax Reg. No (wherever applicable)

Service Tax Letter Reference Number

SSI Status

GSTN No


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ANNEXURE E

Bid Evaluation Criteria:Financial criteria:

1. The Average annual turnover of the Bidder or the Leader of Consortium in the immediatelypreceding two financial years shall be a minimum equal to Rs. 3.25 Lacs.

2. The Bidder or Leader of Consortium shall provide the solvency certificate from the mainbanker. The Bidder or Leader of Consortium shall not be under liquidation, courtreceivership or similar proceedings.

Documents to be submitted with Bid

The Bidders has to submit the following documents and details for evaluation by Company:

1. Detailed information of Organization structure, Ownership details, List of manpower andresources, Discipline and geographical location wise permanent manpower strengths forproviding support in execution of proposed Project, current projects under execution andfuture workload.

2. The details of successfully supplied Material and related items track record in last 3 yearsshall be submitted. The past experience shall be tabulated with following information as aminimum:-

• Sr. No.• Name of the Project/Location• Name of Client• Month/Year of Award• Month/Year of Contractual Completion• Month/Year of actual Completion and reasons for delay (if applicable)• Contract Value• Brief description of Scope• Major sub-contracts involved

3. The past experience table shall be supported with Letter of award & Completion Certificates.

4. List of policies, procedures and Quality assurance and quality control practices in place forexecution of similar works. Bidders or lead bidder shall have a robust Quality Systemequivalent to ISO 9001, ISO 14001, BS OHSAS 18001 etc. Copies of valid ISO certificationsfor ISO 9001, ISO 14001, BS OHSAS 18001 etc. need to be provided, if any.

5. Health, Safety and Environment (HSE) policies, implementation procedures implemented, inline with Internationally Accepted practices and statistics (including Loss Time InjuryFrequency Rate track record) covering the last three (3) years.

6. Financial documents (Audited balance sheets, Profit and Loss statements etc.) for last three(3) financial years.

7. Any other documents required as per scope of supply.


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ANNEXURE – F

BID BOND

Form Of Bid Security (Bank Guarantee)(Note: The bidder may complete either this form of bank guarantee or a form of bond.)

1. Whereas Prabha Energy Private Limited incorporated under the Companies Act, 1956,having its registered office at 12A Abhishree Corporate Park, Opp. Swagat Bungalow BRTSStop, Ambli Bopal Road, Ambli, Ahmedabad 380058, India (hereinafter called `PEPL' whichexpression shall unless repugnant to the context or meaning thereof include all its successors,administrators, executors and assignees) has floated a Tender No. __________________________________ and M/s ____________________________ having Head/Registeredoffice at _______________________________ (hereinafter called the 'Bidder' whichexpression shall unless repugnant to the context or meaning thereof mean and include all itssuccessors, administrators, executors and permitted assignees)have submitted a bidReference No........................ and Bidder having agreed to furnish as a condition precedentfor participation in the said tender an unconditional and irrevocable Bank Guarantee ofINR/USD (in figures)___________________ (INR/USD (inwords)_________________________________________ only) for the due performance ofBidder's obligations as contained in the terms of the Notice Inviting Tender (NIT) and otherterms and conditions contained in the Bidding documents supplied by PEPL which amount isliable to be forfeited on the happening of any contingencies mentioned in said documents.fthe Bidder withdraws his Bid during the period of Bid validity as specified in the form of Bid ;or

2. We (name of the bank) ______________________________ registered under the laws of_______ having head/registered office at __________________________ (hereinafterreferred to as "the Bank", which expression shall, unless repugnant to the context or meaningthereof, include all its successors, administrators, executors and permitted assignees) dohereby guarantee and undertake to pay immediately on first demand in writing any /allmoneys to the extent of Indian INR/USD (in figures) __________ (INR/USD (inwords)_____________________________) in aggregate at any time without any demur andrecourse and without PEPL having to substantiate the demand. Any such demand made byPEPL shall be conclusive and binding on the Bank irrespective of any dispute or differenceraised by the bidder.

3. The Bank confirms that this guarantee has been issued with observance of appropriate lawsof the country of issue.

4. The Bank also agrees that this guarantee shall be governed and construed in accordancewith Indian Laws and subject to the exclusive jurisdiction of Indian Courts of the place fromwhere the Contract has been placed.

5. This guarantee shall be irrevocable and shall remain in force upto____________________________ which includes thirty days after the period of bid validityand any demand in respect thereof should reach the Bank not later than the aforesaid date.

6. Notwithstanding anything contained herein above, our liability under this Guarantee is limitedto INR./USD (in figures) _________________ (INR./USD (in words) ________________ only)and our guarantee shall remain in force until (indicate the date of expiry of bank guarantee)_________.

7. Any claim under this Guarantee must be received by us before the expiry of this BankGuarantee. If no such claim has been received by us by the said date, the rights of PEPLunder this Guarantee will cease. However, if such a claim has been received by us by the


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said date, all the rights of PEPL under this Guarantee shall be valid and shall not cease untilwe have satisfied that claim. In witness whereof, the Bank, through its authorised officer, hasset its hand and stamp on this ........ day of ........... at .....................-------------------------- -------------------------(Signature)Full Name: ………………………..Designation: ………………………Official Address (in legible letters) with bank stamp

WITNESS NO. 1: ………………………Full Name: ………………………Designation: ………………………Official Address (in legible letters) with bankstamp


Notes:

1. This Bid Bond / all further communications relating to the bank guarantee should beforwarded to India only.

2. Bank Guarantee duly executed as per the above format is to be enclosed with the offer,indicating the complete postal address, email id, correct and operational telephone no & faxno. Of issuing bank.


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INSTRUCTIONS FOR FURNISHING BANK GUARANTEE TOWARDS BID SECURITY

1. The Bank Guarantee by Indian Bidders will be given on INR 100/- non-judicial stamp paper/franking receipt. The non-judicial stamp paper /franking receipt should be either in name ofthe issuing bank or the contractor.

2. Foreign parties are requested to execute bank guarantee as par law in their country.

3. Foreign bidders will give guarantee either in the currency of the offer or USD i.e. INR/USDhave been mentioned only for illustration. Therefore, in case where bank guarantee is beinggiven in currency other than 'Rupees' or USD, indicate the relevant currency of the offer.

4. The expiry date of the Bank Guarantee shall be as per techno-commercial tender evaluation.

5. The bidders will give Bank Guarantee from any of the following categories of Banks:

(a) Any Scheduled Bank incorporated in India, Bank Guarantee issued by foreignbranches / foreign offices of such Scheduled Banks be counter guaranteed by theIndian Branch of any Scheduled Bank incorporated in India.

OR(b) Any Branch of an International Bank situated in India and registered with Reserve

Bank of India as scheduled foreign bank.OR

(c) Any foreign Bank which is not a Scheduled Bank in India provided the Bank Guaranteeissued by such Bank is counter guaranteed by any Branch situated in India of anyScheduled Bank incorporated in India.


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ANNEXURE – G

PERFORMANCE BANK GUARANTEE

Ref. No ……………………………Bank Guarantee No. ……………………. Dated (form of PBG)PERFORMANCE BANK GUARANTEE

1. In consideration of Prabha Energy Private Limited, incorporated under the Companies Act,1956, having its Registered Office at 12A Abhishree Corporate Park, Opp. Swagat BungalowBRTS Stop, Ambli Bopal Road, Ambli, Ahmedabad 380058, India (hereinafter referred to as`PEPL', which expression shall, unless repugnant to the context or meaning thereof, includeall its successors, administrators, executors and assignees) having entered into a ContractNo. __________________ dated _______________ (hereinafter called 'the Contract' whichexpression shall include all the amendments thereto) with M/s__________________________ having its registered/head office at______________________(hereinafter referred to as the 'Contractor') which expression shall,unless repugnant to the context or meaning thereof include all its successors, administrators,executors and assignees) and PEPL having agreed that the Contractor shall furnish to PEPLa performance guarantee for INR/USD .............. for the faithful performance of the entireContract.

2. We (name of the bank) ______________________________ registered under the laws of_______ having head/registered office at __________________________ (hereinafterreferred to as "the Bank", which expression shall, unless repugnant to the context or meaningthereof, include all its successors, administrators, executors and permitted assignees) dohereby guarantee and undertake to pay immediately on first demand in writing any /allmoneys to the extent of Indian INR/USD (in figures) __________ (INR/USD (inwords)_____________________________) without any demur, reservation, contest orprotest and/or without any reference to the Contractor. Any such demand made by PEPL onthe Bank by serving a written notice shall be conclusive and binding, without any proof, on thebank as regards the amount due and payable, notwithstanding any dispute(s) pending beforeany Court, Tribunal, Arbitrator or any other authority and/or any other matter or thingwhatsoever, as liability under these presents being absolute and unequivocal. We agree thatthe guarantee herein contained shall be irrevocable and shall continue to be enforceable untilit is discharged by PEPL in writing. This guarantee shall not be determined, discharged oraffected by the liquidation, winding up, dissolution or insolvency of the Contractor and shallremain valid, binding and operative against the bank.

3. The Bank also agrees that PEPL at its option shall be entitled to enforce this Guaranteeagainst the Bank as a principal debtor, in the first instance, without proceeding against theContractor and notwithstanding any security or other guarantee that PEPL may have inrelation to the Contractor’s liabilities

4. The Bank further agrees that PEPL shall have the fullest liberty without our consent andwithout affecting in any manner our obligations hereunder to vary any of the terms andconditions of the said Contract or to extend time of performance by the said Contractor(s)from time to time or to postpone for any time or from time to time exercise of any of thepowers vested in PEPL against the said Contractor(s) and to forbear or enforce any of theterms and conditions relating to the said agreement and we shall not be relieved from ourliability by reason of any such variation, or extension being granted to the said Contractor(s)or for any forbearance, act or omission on the part of PEPL or any indulgence by PEPL to thesaid Contractor(s) or any such matter or thing whatsoever which under the law relating to


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sureties would, but for this provision, have effect of so relieving us.

5. The Bank further agrees that the Guarantee herein contained shall remain in full force duringthe period that is taken for the performance of the Contract and all dues of PEPL under or byvirtue of this Contract have been fully paid and its claim satisfied or discharged or till PEPLdischarges this guarantee in writing, whichever is earlier.

6. This Guarantee shall not be discharged by any change in our constitution, in the constitutionof PEPL or that of the Contractor.

7. The Bank confirms that this guarantee has been issued with observance of appropriate lawsof the country of issue.

8. The Bank also agrees that this guarantee shall be governed and construed in accordancewith Indian Laws and subject to the exclusive jurisdiction of Indian Courts of the place fromwhere the Contract has been placed.

9. Notwithstanding anything contained herein above, our liability under this Guarantee is limitedto INR/USD (in figures) ______________ (INR/USD (in words) ____________________)and our guarantee shall remain in force until ______________________.(indicate the date ofexpiry of bank guarantee)Any claim under this Guarantee must be received by us before the expiry of this BankGuarantee. If no such claim has been received by us by the said date, the rights of PEPLunder this Guarantee will cease. However, if such a claim has been received by us within thesaid date, all the rights of PEPL under this Guarantee shall be valid and shall not cease untilwe have satisfied that claim.

In witness whereof, the Bank through its authorised officer has set its hand and stamp onthis ........ day of ........2017 at .....................-------------------------- -------------------------(Signature)Full Name: ………………………..Designation: ………………………Official Address (in legible letters) with bank stamp



Notes: Bank Guarantee duly executed as per the above format is to be enclosed with the offer,indicating the complete postal address, email id, correct and operational telephone no & fax no. Ofissuing bank.