PRE-BID QUERIES AND REPLIES

Transcription

1 PRE-BID QUERIES AND REPLIES NIT NO: PNMM/PC54/E/001 PROJECT NAME: CLIENT: GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED, BHARUCH, GUJARAT (INDIA) SCOPE OF WORK: Supply of Process License, Basic Design and Detailed Engineering, Procurement, Supply, Fabrication, Inspection by Third Party Inspection Agency (TPI) as applicable by Llyods/BV/TUV, Expediting, Route Survey for ODCs, Insurance, Transportation of all Equipments / Materials to work site including Loading and Un-loading, Storage, Construction and Erection of all civil, mechanical, electrical and instrumentation works, assembly and Installation, Temporary Site facility required for execution of Project, obtaining all necessary statutory approvals from concerned government authorities, as applicable, Testing, Mechanical Completion, Pre-Commissioning, Commissioning, Sustained Load Test Performance Guarantee Test Run Including total Project Management and handing over of Ammonia & Urea Plants of Capacity 2500 MTPD & 3850 MTPD respectively along with Associated Offsite & Utilities Facilities at GNFC s existing complex in Bharuch, duly completed in all respects, on single point responsibility basis.

2 Page 1. LETTER INVITING BID [EMD] The value of EMD specified, USD 2 Million is very high. Bidder requests Owner to reduce the EMD Amount of of [Defect Liability Period] [Inspector] However, extended DEFECTS LIABILITY PERIOD shall have an upper limit of 36 months for extended DEFECTS LIABILITY PERIOD, starting from the ACCEPTANCE OF PLANT. However, extended DEFECTS LIABILITY PERIOD shall have an upper limit of 24 months for extended DEFECTS LIABILITY PERIOD, starting from the ACCEPTANCE OF PLANT Comment:- Who shall bear all the costs and/or expenses associated with the appointment of such Inspector? Owner shall bear the cost as per Clause of 4. 8 of [Mutually Agreed Damages] MUTUALLY AGREED DAMAGES (MAD) means the pre-defined mutually agreed rates between OWNER and CONTRACTOR as detailed in NIT representing the CONTRACTOR s liability without possibility to recourse at Law) for the delay in achieving ACCEPTANCE OF PLANT for reasons attributable to the CONTRACTOR and / or for the failure to meet WORKS COST and performance guarantees provided under clause 5.2 of NIT. MUTUALLY AGREED DAMAGES (MAD) means the pre-defined mutually agreed rates between OWNER and CONTRACTOR as detailed in NIT representing the CONTRACTOR s liability for the delay in achieving ACCEPTANCE OF PLANT for reasons attributable to the CONTRACTOR and/or for the failure to meet WORKS COST and performance guarantees provided under clause 5.2 of NIT. PC54-PNCOM-PBQR RK MN RRK 2 of 31

3 Page of /44 9 of [Sub-Contractor and Sub Supplier] [TEST] SUB-CONTRACTOR shall mean any or all persons, firms or companies selected by CONTRACTOR with approval in WRITING by OWNER from whom a portion of SCOPE OF CONTRACT are procured by the CONTRACTOR. SUB-SUPPLIER shall mean any or all persons, firms or companies selected by CONTRACTOR with approval in RITING, by OWNER from whom EQUIPMENT are procured by CONTRACTOR. TEST shall mean such process or processes to be carried out by the CONTRACTOR as are prescribed in the CONTRACT or considered necessary by CONTRACTOR and/or OWNER or their representative in order to ascertain quality, workmanship, performance and efficiency of EQUIPMENT or part SUB-CONTRACTOR shall mean any or all persons, firms or companies selected by CONTRACTOR with approval in WRITING by OWNER, which shall not be unreasonably denied, withheld or delayed, from whom a portion of SCOPE OF CONTRACT are procured by the CONTRACTOR. SUB-SUPPLIER shall mean any or all persons, firms or companies selected by CONTRACTOR with approval in WRITING, by OWNER, which shall not be unreasonably denied, withheld or delayed, from whom EQUIPMENT are procured by CONTRACTOR.. TEST shall mean such process or processes to be carried out by the CONTRACTOR as are prescribed in the CONTRACT or considered necessary by CONTRACTOR and OWNER in order to ascertain PC54-PNCOM-PBQR RK MN RRK 3 of 31

4 Page of ( g) [Scope Contract] 12 of [Contractors General Responsibility] of thereof. In the event that there is any of the EQUIPMENT or WORK of the type, which is not specifically mentioned in the SPECIFICATIONS or drawings set out in CONTRACT, but which is necessary for normal, safe, and continuous operation of PLANT with guaranteed capacity and quality of product and quality and quantity of effluents on continuous basis throughout the year, CONTRACTOR shall supply such items of EQUIPMENT or WORK or perform such WORK that are required tobe done within PLANT, free of cost to OWNER, as if the same had been originally included in CONTRACT. quality, workmanship, performance and efficiency of EQUIPMENT or part thereof. Comment:- Need clarification on the insurance to be taken for ALOP and Delayed Start Up In the event that there is any of the EQUIPMENT or WORK of the type, which is not specifically mentioned in the SPECIFICATIONS or drawings set out in CONTRACT, but which is necessary or normal, safe, and continuous operation of PLANT with guaranteed capacity and quality of product and quality and quantity of effluents on continuous basis throughout the year, CONTRACTOR shall supply such items of EQUIPMENT or WORK or perform such WORK that are required to be done within PLANT, at price, to be agreed mutually by the PARTIES. Insurance for ALOP and DS (Delayed Start up) will be taken by GNFC as per Clause of [Statutory Comment:- Need clarification on the approval to be obtained from the Electrical Inspectorate. Bidder may note that only such approvals PC54-PNCOM-PBQR RK MN RRK 4 of 31

5 Page Approvals] are under its responsibility that are related to Bidder performance and execution of the Scope of Work of [Statutory Approvals] Comment:-Need clarification on the list of approvals to be obtained by the contractors in its name. Owner indicates that except for Environment Clearance all other work related permits are the responsibility of Contractor and Owner is in no way responsible for obtaining the permits except facilitate the Contractor by way of necessary authorization. For example Boiler Inspection Certificate is issued in the name of Owner but the full responsibility is to be taken by Contractor in getting the certificate from Boiler Inspector of [Inspection, All TESTs trials in general of EQUIPMENT and materials shall be witnessed by the INSPECTOR. The Bidder propose to amend the following:- as definition of INSPECTOR itself PC54-PNCOM-PBQR RK MN RRK 5 of 31

6 Page 12. Testing Expediting] 20 of [Inspection, Testing Expediting] and and Therefore, CONTRACTOR shall confirm with OWNER by or Fax about the exact date of inspection with at least 30 DAYS notice. CONTRACTOR shall specify the items and quantities ready for testing and indicate whether a Preliminary or Final Test is to be carried out. If on receipt of this notice, OWNER decides to waive the right to witness the test, timely information will be given to CONTRACTOR accordingly. All TESTs trials in general of EQUIPMENT and materials shall be witnessed by the INSPECTOR/ OWNER or its representative. Therefore, CONTRACTOR shall confirm with OWNER by or Fax about the exact date of clarifies inspection with at least 7 DAYS notice. CONTRACTOR shall specify the items and quantities ready for testing and indicate whether a Preliminary or Final Test is to be carried out. (a) If on receipt of this notice, OWNER decides to waive the right to witness the test, timely information will be given to CONTRACTOR accordingly. The Bidder propose to add the following after the above clause as (b):- (b) Notwithstanding anything contained in this Clause , any delay/failure by the Inspector/OWNER or its REPRESENTATIVE to carry out such inspection and/or witness shall entitle the Contractor to carry out such inspection by itself, and shall send certified copy of such results to the Owner, which shall be final and binding on Owner. PC54-PNCOM-PBQR RK MN RRK 6 of 31

7 Page of [Inspection, Testing and Expediting] 20 of [Inspection, Testing and Expediting] 22 of [Construction] 26 of [Progress Monitoring and Reporting /Network Schedule] Should the CONTRACTOR fail to comply with such notice within the period considered reasonable by OWNER and specified in such note, the OWNER shall have the option and be at liberty to take the CONTRACT wholly or in part at the CONTRACTOR'S risk and cost and recover from the CONTRACTOR, all extra costs incurred by the OWNER on this account. Comment:-What shall be the time frame within which the information shall be given by the Owner? Comment:- Need clarification about the qualified laboratories. Comment:- Need clarification/identification about the construction activities to be performed by the Contractor Should the CONTRACTOR fail to comply with such notice within the period as mutually agreed and specified in such note, the OWNER shall have the option and be at liberty to take the CONTRACT wholly or in part at the CONTRACTOR'S risk and cost and recover from the CONTRACTOR, all extra costs, limited to 10% of cost which the CONTRACTOR could have expended, incurred by the OWNER on this account. 27 of Last paragraph [after (e)] Two days before scheduled inspection date Qualified laboratory means approved by NABL, as this clause is self explanatory. Specific query, if any to be raised separately. PC54-PNCOM-PBQR RK MN RRK 7 of 31

8 Page Co- [Project ordination] 27 of [Technical Information] 28 of of [Technical Information] [Packing] In the event OWNER requests CONTRACTOR to make any alteration to the program, scope or responsibility under CONTRACT, CONTRACTOR shall do the same. CONTRACTOR will grant to OWNER an irrevocable, non transferable, perpetual and non exclusive right to use all technical information and knowhow and shall further advise OWNER. CONTRACTOR. The packing, markings and documentation within and outside the packages shall comply strictly with the CONTRACT and subject to any subsequent instructions ordered by the OWNER. In the event OWNER requests CONTRACTOR to make any alteration, to the program, scope or responsibility under CONTRACT, CONTRACTOR shall do the same subject to adjustment in TIME SCHEDULE and CONTRACT PRICE, if applicable, which shall be agreed by the PARTIES, mutually. Comment:_ Need clarity on the concept of Clause is self LOAN. explanatory which states that such documents are property of OWNER and subject to recall by OWNER. The bidder propose to amend as as the first sentence itself CONTRACTOR will grant to OWNER an clarifies the purpose. irrevocable, non-transferable, perpetual and non-exclusive right to use all technical information and know-how for the purpose of the operation of the PLANT and shall further advise OWNER. CONTRACTOR. The packing, markings and documentation within and outside the packages shall comply strictly with the CONTRACT and subject to any PC54-PNCOM-PBQR RK MN RRK 8 of 31

9 Page of of [Insurance] [Dispatch, Transportation / Shipping] CONTRACTOR shall take in the joint name of CONTRACTOR and OWNER comprehensive insurance.. The consignment shall be dispatched after inspection and acceptance by the OWNER...beha lf shall continue till ACCEPTANCE OF PLANT. subsequent instructions ordered by the OWNER, provided such instructions does not incur additional costs and/or expenses not included in the Contract Price. Suggested clause : Except in case of Global Policies, the CONTRACTOR shall take joint name of CONTRACTOR and OWNER comprehensive insurance.. Comment:- Article provides for exception for Global Policy. In view of this, Joint Name of the Owner in the existing Policy needs to be confirmed. Comment:- Who shall bear the cost associated with such inspection by the Owner? The following to be added : The Contractor shall provide notice for inspection 7 days prior to the date of inspection. In case of any delay beyond 7 days, from the date of inspection, both to carry out inspection by the Owner and/or issuance of acceptance thereof, the Contractor may dispatch the consignment and such delay shall be deemed to be extension of TIME SCHEDULE. Inspection cost shall be included in CONTRACT PRICE. However, personnel expense such as travelling and living, for OWNER s appointed inspector shall be borne by OWNER. Addition to this clause as suggested is not acceptable. PC54-PNCOM-PBQR RK MN RRK 9 of 31

10 Page of [Basic Design Conditions] Basic Design Conditions are provided at technical SPECIFICATION attached at PART-II TECHNICAL. OWNER shall furnish any additional information concerning the basic design conditions requested by CONTRACTOR as soon as practicable, but in any event not later than as per the requirements of CONTRACTOR'S engineering schedule established and made available to OWNER during the early stages of WORK. CONTRACTOR shall rely upon the correctness of the information given by OWNER satisfying the consistency and adequacy of such information. The bidder proposes to amend the following:- Basic Design Conditions are provided at technical SPECIFICATION attached at PART-II TECHNICAL. OWNER shall furnish any additional information concerning the basic design conditions requested by CONTRACTOR as soon as practicable, but in any event not later than as per the requirements of CONTRACTOR'S engineering schedule established and made available to OWNER during the early stages of WORK and delay, if any, shall be subject to adjustment in TIME SCHEDULE. Further, the CONTRACTOR shall rely upon the correctness of the information given by OWNER satisfying the consistency and adequacy of such information of d) [Monitor, Review approval WORK] and of d) Time period for approval of DRAWINGS by OWNER shall be finalized during PROJECT Coordination Procedure. d) Time period for approval of DRAWINGS, and other documents connected with basic and detailed engineering design and PC54-PNCOM-PBQR RK MN RRK 10 of 31

11 Page of [Warranties and Guarantees] This warranty shall be valid for 12 MONTHS from the date of ACCEPTANCE OF PLANT for all the EQUIPMENT (except otherwise specified / for Catalysts, Adsorbent, Resin). SPECIFICATIONS for EQUIPMENT, lists of spare parts and special maintenance tools, and lists of special construction aids, tools, tackles, and fixtures by OWNER shall be finalized during PROJECT Co-ordination Procedure. This warranty shall be valid for 12 MONTHS from the date of ACCEPTANCE OF PLANT or 18 MONTHS from the date of last major delivery ( WARRANTY PERIOD ), whichever is earlier; for all the EQUIPMENT (except otherwise specified / for Catalysts, Adsorbent, Resin) of [Warranties and Guarantees] If the CONTRACTOR fails to take proper corrective action to repair/replace DEFECT satisfactorily within a reasonable period, OWNER shall be free to take such corrective action as may be deemed necessary at CONTRACTOR'S risk and cost, after giving notice to the CONTRACTOR. Comment:- Need clarity as to what shall be the warranty period for Catalysts, Adsorbent, Resin. If the CONTRACTOR fails to take proper corrective action to repair/replace DEFECT satisfactorily within reasonable period, mutually agreed by the PARTIES, OWNER shall be free to take such corrective action as may be deemed necessary at CONTRACTOR'S risk and PC54-PNCOM-PBQR RK MN RRK 11 of 31

12 Page cost, after giving notice to the CONTRACTOR of c. 39 of [Warranties and Guarantees] [Warranties and Guarantees] c. Plant is not operated as per the specifications of raw material and utilities mentioned in the contract/agreement. EQUIPMENT or part thereof so repaired or replaced shall have further warranty for a period of 12 MONTHS from the date of such repair or c. Plant is not operated as per the specifications of raw material and utilities mentioned in the contract/agreement and the operating manual as provided by the Contractor The Bidder proposes to delete this clause as this is circular obligation and have no end to Warranty Period, as defined. OWNER may accept with modification as under: and instructions of the operating manual. replacement and the Bank Guarantee (value acceptable to OWNER) of the affected EQUIPMENT shall be suitably extended. PC54-PNCOM-PBQR RK MN RRK 12 of 31

13 Page of [Warranties and Guarantees] 43 of a), b) [Delay in Contractors performance] If the CONTRACTOR fails to meet its obligation to repair or replace defective EQUIPMENT within a reasonable period of time, if CONTRACTOR refuses to carry out the WORK under the guarantee Article, if danger is anticipated or in case of severe urgency, OWNER shall be entitled to carry out at CONTRACTOR'S cost and risk, repair WORK or replacement deliveries or have the same carried out by a third party. Taxes and duties of any kind whatsoever imposed by the authorities of the country of CONTRACTOR or his SUB- CONTRACTOR until delivery, shall be borne by CONTRACTOR. a) Terminate the CONTRACT wholly or partially and complete it by the OWNER or reassign it to others after giving 30 days notice in WRITING to the CONTRACTOR to remedy the cause complained of. b) Make any modifications, deletions, additions to the CONTRACT as the OWNER may consider necessary to ensure its satisfactory execution after giving 7 days notice to CONTRACTOR to remedy the cause complained of. The Bidder proposes to delete the BOLD PORTION of the Article since the same is covered adequately under the heading TAX & DUTIES (ARTICLE 6.2) a) Terminate the CONTRACT wholly or partially and complete it by the OWNER or reassign it to others after giving 60 days notice in WRITING to the CONTRACTOR to remedy the cause complained of. b) Make any modifications, deletions, additions to the CONTRACT as the OWNER may consider necessary to ensure its satisfactory execution after giving 30 days notice to CONTRACTOR. PC54-PNCOM-PBQR RK MN RRK 13 of 31

14 Page of of of [Rejections of EQUIPMENT, Removal of Rejected EQUIPMENT and Replacement] [Rejections of EQUIPMENT, Removal of Rejected EQUIPMENT and Replacement] [Rejections of EQUIPMENT, Removal of Rejected If the EQUIPMENT are not as per SPECIFICATION or fail to perform as per the specified performance guarantees, the OWNER shall be entitled to reject the EQUIPMENT or part thereof and ask for repair or replacement within reasonable time, failing which, OWNER shall procure its requirements from elsewhere at CONTRACTOR'S cost and risk. In the event of such rejection, the OWNER shall be entitled to use of the EQUIPMENT in a reasonable and proper manner for a time reasonably sufficient to enable him to obtain replacement. In case of rejection of EQUIPMENT, OWNER shall have the right to recover the amounts, if any, paid from any of his invoice pending with OWNER or by alternative method. to remedy the cause complained of. If the EQUIPMENT are not as per SPECIFICATION or fail to perform as per the specified performance guarantees, the OWNER shall be entitled to reject the EQUIPMENT or part thereof and the CONTRACTOR shall, at its option, undertake repair or replacement within reasonable time, as may be mutually agreed by the PARTIES, failing which, OWNER shall procure its requirements from elsewhere at CONTRACTOR'S cost. In the event of such rejection, the OWNER shall at mutually agreed terms with the Contractor, be entitled to use of the EQUIPMENT in a reasonable and proper manner for a time reasonably sufficient to enable him to obtain replacement. In case of rejection of EQUIPMENT, OWNER shall have the right to recover the amounts paid for the rejected Can be accepted for rejected equipment only PC54-PNCOM-PBQR RK MN RRK 14 of 31

15 Page EQUIPMENT and Replacement] 44 of of of [Corrective Measures and MUTUALLY AGREED DAMAGES] [Mutually Agreed Damages] [Statement about Corrective Measures] CONTRACTOR shall before start-up certify that PLANT is constructed in accordance with the drawings and SPECIFICATIONS furnished by CONTRACTOR provided that the performance guarantees pursuant to Article 5.3 are not met during a GUARANTEE TEST RUN pursuant to Article 8.5.4,,..due to reasons attributable to CONTRACTOR, the OWNER shall, without prejudice to its other remedies under the CONTRACT, deduct from the CONTRACT PRICE, as MUTUALLY AGREED DAMAGES for the respective defaults, a sum calculated as per Article 5.9.1, 5.9.2/5.9.3 hereunder. In the event that after modifications pursuant to Article the performance guarantees of PLANT are not met within 30 (thirty) DAYs from the beginning of the first GUARANTEE TEST RUN, OWNER may request CONTRACTOR to give a full and detailed statement in WRITING to OWNER within 10 (ten) DAYs of notice EQUIPMENT, if any, from any of invoice pending with OWNER or by alternative method. Comment : The Article referred in the said Article does not exist. Please suggest the provisions, which said clause deals with...due to reasons attributable to CONTRACTOR, the OWNER shall, as a sole and exclusive remedy under the CONTRACT, deduct from the CONTRACT PRICE, as MUTUALLY AGREED DAMAGES for the respective defaults, a sum calculated as per Article 5.9.1, 5.9.2/5.9.3 hereunder. The Bidder proposes to replace 30 days with 180 days Article 8.5 is to be referred instead of Article PC54-PNCOM-PBQR RK MN RRK 15 of 31

16 Page to do so of [Design Guarantees] 48 of [Faulty EQUIPMENT caused by the Contractor] CONTRACTOR shall be responsible to.e defective under normal operating conditions within 12 (twelve) MONTHS from the date of start-up of PLANT. In case a DEFECT in EQUIPMENT is due to an error in SPECIFICATIONS prepared by CONTRACTOR, CONTRACTOR shall undertake engineering, procurement, inspection, supply and installation etc at its own cost In the event that as a result of faulty EQUIPMENT installed in PLANT due to CONTRACTOR'S faulty SPECIFICATIONS, PLANT does not during the one year period after ACCEPTANCE OF PLANT operate within the ranges specified in Article to be demonstrated by a GUARANTEE TEST RUN conducted by OWNER in accordance with the provisions of the CONTRACT, CONTRACTOR shall be responsible to.. defective under normal operating conditions within 12 (twelve) MONTHS from the date of MECHANICAL COMPLETION of the PLANT. Comment:- Once the performance guarantees are achieved as specified in Article or in case of any failure to the achieve the same on payment of MUTUALLY AGREED DAMAGES, the ACCEPTANCE OF PLANT take place in line with Article 9 and therefore the only liability of the Contractor extends only to the Mechanical Warranty for repair and/or replacement. Or This said Article shall be subject to Article PC54-PNCOM-PBQR RK MN RRK 16 of 31

17 Page CONTRACTOR will have responsibility for replacing at its own cost the item or items of EQUIPMENT that caused the prime deficiency in performance of PLANT of of [Enforcement of VENDOR'S Guarantees] [Limitation Liability] of CONTRACTOR. 12 (twelve) MONTHS period of operation from the date of start-up of PLANT Notwithstanding the provisions of sub- Article , CONTRACTOR'S liability shall be unlimited for the following cases: CONTRACTOR. 12 (twelve) MONTHS from the date of MECHANICAL COMPLETION of the PLANT. The bidder proposes to delete the sub clause: a) Quantity and Quality of products from PLANT is not achieved as guaranteed as per Article 5.3. a. As the damage cap is already provided b) The WORKS COST is higher than 102.5% of the guaranteed WORKS COST. c) For providing immunity against Patent infringement pursuant to Article d) For providing immunity against indemnification pursuant to Article b. As the damage cap is already provided (e) As the damage cap is already provided and (f) from the exclusion lists. PC54-PNCOM-PBQR RK MN RRK 17 of 31

18 Page e) The Pollution level and Noise level Guarantees as per Articles 5.3 have not been met of k), o) [Contract Price] f) SUSTAINED LOAD TEST is not successfully conducted within 90 DAYS from MECHANICAL COMPLETION for reasons attributable to CONTRACTOR. k) Insurance including ALOP and DS, o) All other costs, expenses and outgoing of the CONTRACTOR not otherwise expressly set forth herein necessary, required or incidental to the full, complete and proper performance and discharge of the CONTRACTOR s obligations under and in accordance with the CONTRACT including completion of the PLANT in all respects and overheads of the CONTRACTOR. k) Insurance excluding ALOP and DS, (Comments As the ALOP and DS is the responsibility of OWNER, as per Article 3.8.9) o) All other costs, expenses and outgoing of the CONTRACTOR not otherwise expressly set forth herein necessary, required or incidental, in the opinion of CONTRACTOR, to the full, complete and proper performance and discharge of the CONTRACTOR s obligations under and in accordance with the CONTRACT including completion of the PLANT in all respects and overheads of the CONTRACTOR. Only Insurance premium for ALOP and DS shall be to OWNER s account. Bidder s responsibility is as per Article Any cost in this relation shall be included. PC54-PNCOM-PBQR RK MN RRK 18 of 31

19 Page of [Contract Price] The CONTRACT PRICE is fixed and firm and not subject to any escalation during the contract period unless otherwise stated elsewhere in the CONTRACT. The CONTRACT PRICE is fixed and firm and not subject to any escalation during the contract period unless otherwise stated elsewhere in the CONTRACT and except in case of :- Clause is self explanatory i. Force Majeure ii. Suspension ordered by the Owner iii. Delay and/or any default of the Owner iv. Extension of contract period due to reason not attributable to the CONTRACTOR of [Contract Price] Price Variation in CONTRACT PRICE shall be permitted as hereunder up to placement of LOI: Price Variation in CONTRACT PRICE shall be permitted from the date of the price bid submission by the CONTRACTOR till the ACCEPTANCE OF THE PLANT PC54-PNCOM-PBQR RK MN RRK 19 of 31

20 Page of [Taxes Duties ] 56 of & 11 [Taxes Duties ] 58 of [Advance Payment] 62 of [Bank and and Accordingly, the CONTRACT Price will, without extra price and/or extension of time, be held to include everything implicitly or otherwise required or necessary for the proper and timely completion of the Works including acceptance of PLANT in accordance with the CONTRACT. Accordingly, the CONTRACT Price will, without extra price and/or extension of time, except as set forth in the CONTRACT, be held to include everything as required or necessary for the proper and timely completion of the Works including acceptance of PLANT in accordance with the CONTRACT. - The said Article and are similar to Article and 6.1.6, which are appropriately placed and hence Bidder suggests for deletion to ensure clarity and avoid ambiguity. Advance payment shall be made on furnishing the following which shall be adjusted in all subsequent payments till MECHANICAL COMPLETION; Original bank guarantee in the prescribed proforma of the amount equal to the advance payment in one(l) copy valid up to ACCEPTANCE OF PLANT plus claim period of three months... If required, the above Security Bond The Bidder proposes as under, in relation to validity of the ABG till the period of MC than Acceptance of Plant since the Advance is being adjusted till MC only:- Original Bank Guarantee for Performance of Contract in the prescribed performa attached at ANNEXURE-1.16A for 10% of the CONTRACT PRICE valid up to the MECHANICAL COMPLETION plus claim period of three months in the form of Bank Guarantee. The Bidder proposes to amend as Article and are same. PC54-PNCOM-PBQR RK MN RRK 20 of 31

21 Page Guarantee Warranty Obligations] for for Performance Guarantee shall be further extended until fulfillment of CONTRACTOR's warranty obligations as per Article If required on account of any reasons attributable to the Contractor, the above Security Bond for Performance Guarantee shall be further extended until fulfilment of CONTRACTOR's warranty obligations as per Article a - NEW [Interest Delayed Payment] on The Bidder proposes the include the following clause : In case any payment, which is due in accordance with the CONTRACT, the OWNER shall pay interest to the CONTRACTOR at the rate SBI BR + 5.5% for the period of delay. Further, the CONTRACTOR shall reserve all other rights under the CONTRACT including common laws to seek further remedies. Not agreed to bidder request. Further, if the due payment is delayed for more than 30 days, the CONTRACT, at its option, reserve the right for (a) slow down the progress of the Project, (b) cause to pay the damages, cost or any other consequence which may arise for delayed payment to SUB CONTRACTORS and/or VENDORS including failing its own obligation under the CONTRACT; terminate the CONTRACT, which shall be construed as PC54-PNCOM-PBQR RK MN RRK 21 of 31

22 Page termination of contract at convenience of OWNER of of [Pre Commissioning] [Permits and Clearances] As soon as MECHANICAL COMPLETION has been achieved, CONTRACTOR shall present PLANT for inspection and on being satisfied about its completion, OWNER shall issue a certificate to CONTRACTOR within 7 DAYS indicating the date of MECHANICAL COMPLETION, provided PLANT can continue to receive feed leading to production of Ammonia and Urea. The Bidder proposes to amend as As soon as MECHANICAL COMPLETION has been achieved, CONTRACTOR shall present PLANT for inspection, OWNER shall issue a certificate to CONTRACTOR within 7 DAYS indicating the date of MECHANICAL COMPLETION, however, if the OWNER fails to inspect and/or issue the certificate within time stipulated above, the date of scheduled inspection shall be construed as MECHANICAL COMPLETION date ( DEEMED MECHANICAL COMPLETION ) Comment:- Need clarity on the licenses/permits and clearances to be obtained by the Contractor. Owner indicates that except for Environment Clearance all other work related permits are the responsibility of Contractor and Owner is in no way responsible for obtaining the permits except facilitate the Contractor by way of necessary authorization. For example Boiler PC54-PNCOM-PBQR RK MN RRK 22 of 31

23 Page Inspection Certificate is issued in the name of Owner but the full responsibility is to be taken by Contractor in getting the certificate from Boiler Inspector of [Acceptance of Plant] Within 30 (thirty) DAYs from the discharge of CONTRACTOR from liability for performance guarantees, OWNER shall send to CONTRACTOR a signed Certificate for ACCEPTANCE OF PLANT. On issue of this Certificate of Acceptance by OWNER, CONTRACTOR shall become entitled to receive payment of all unpaid amounts due to CONTRACTOR subject to CONTRACTOR'S fulfilling the obligations stipulated under the CONTRACT. The Bidder suggest the following modification : Within 30 (thirty) DAYs from the discharge of CONTRACTOR from liability for performance guarantees, OWNER shall send to CONTRACTOR a signed Certificate for ACCEPTANCE OF PLANT. In case OWNER fails to issue the certificate for ACCEPTANCE OF PLANT, within said stipulated time of 30 days, the 31 st day shall be the date of issuance of certificate for ACCEPTANCE OF PLANT ( DEEMED ACCEPTANCE OF PLANT ). On issue of this Certificate of Acceptance by OWNER including Deemed Acceptance of Plant, CONTRACTOR shall become entitled to receive payment of all unpaid amounts due to CONTRACTOR subject to CONTRACTOR'S fulfilling the obligations stipulated under the CONTRACT. PC54-PNCOM-PBQR RK MN RRK 23 of 31

24 Page of of [Acceptance of Plant] [Effective Date of Contract ] 70 of b) 70 of [Change Scope Contract] [Change Scope Contract] in of in of In the event of CONTRACTOR'S liability for performance guarantees has been discharged under paragraphs (a) through (g) of Article , The CONTRACT between CONTRACTOR and OWNER shall become effective upon issue of Letter of Intent to CONTRACTOR by OWNER. b) Changes in CONTRACTOR'S which in the opinion of OWNER/CONTRACTOR is necessary for the normal safe and continuous operation of PLANT as referred to in Article Any change in codes, standards, SPECIFICATIONS or practice in the SPECIFICATIONS including changes in pollution control and environmental norms, etc. whether related or arising out of statutory regulations/requirements or otherwise Comment:- Reference to the Article given in the said clause needs clarification. The Bidder proposes to amend as The CONTRACT between CONTRACTOR and OWNER shall become effective upon signing of the CONTRACT by and between the CONTRACTOR and the OWNER. The Bidder proposes to amend as b) Changes in CONTRACTOR'S.which in the opinion of OWNER and CONTRACTOR is necessary for the normal safe and continuous operation of PLANT as referred to in Article The Bidder proposed to bring the said clause in similar concept as envisaged under Article in relation to extension of contractual period. Here is our suggestion i.e. addition after the Article 10.9: In the event of CONTRACTOR'S liability for performance guarantees has been discharged under paragraphs (a) through (f) of Article , PC54-PNCOM-PBQR RK MN RRK 24 of 31

25 Page taking place on or after the EFFECTIVE DATE OF CONTRACT but within the contractual period, which entails additional costs, shall be to the account of OWNER. However, any additional cost beyond contractual period shall be in the CONTRACTOR s account provided the delay is solely attributable to CONTRACTOR of of [Bank Guarantee for Performance of CONTRACT] [Bank Guarantee for Performance of CONTRACT] 73 of [Bank Guarantee for Performance of CONTRACT] 73 of a. [Bank If scheduled date of ACCEPTANCE OF PLANT is delayed for any reason, CONTRACTOR shall extend the Bank Guarantee for Performance of CONTRACT without any cost to OWNER. The Bank Guarantee for Performance of CONTRACT will be discharged by the OWNER not later than 15 DAYS following the date of completion of the CONTRACTOR'S performance obligations under the CONTRACT. a. If the CONTRACTOR fails to supply the EQUIPMENT to meet the ACCEPTANCE OF PLANT schedule The Bidder proposes to amend as If scheduled date of ACCEPTANCE OF PLANT is delayed for reasons attributable to the Contractor, CONTRACTOR shall extend the Bank Guarantee for Performance of CONTRACT without any cost to OWNER. The Bidder proposes to amend as The Bank Guarantee for Performance of CONTRACT will be discharged by the OWNER not later than 15 DAYS following its expiry date under the CONTRACT. The Bidder proposes to replace 30 days with 180 days The Bidder proposes to amend as PC54-PNCOM-PBQR RK MN RRK 25 of 31

26 Page Guarantee for Performance of CONTRACT] 74 of and [Termination on Breach and Insolvency] 74 of [Termination for Convenience] and/or The EQUIPMENT that are complete and ready for shipment within 30 DAYS after the CONTRACTOR'S receipt of notice of termination shall be purchased by OWNER from the CONTRACTOR at the CONTRACT terms and prices. For remaining EQUIPMENT, the OWNER may opt: a) to have any portion completed and delivered at the CONTRACT terms and prices and/or a. If the CONTRACTOR fails to supply the EQUIPMENT to meet the ACCEPTANCE OF PLANT schedule (after period covered by MUTUALLY AGREED DAMAGES) and/or The Bidder requests for the termination payment clarity in case of termination due to reason (a) Material Breach by the Contractor and (b) termination for insolvency. F IDIC EPC (edition) would be acceptable to the Bidder. The Bidder proposes to amend as b) to cancel the remainder and pay to the CONTRACTOR an agreed amount for partially completed EQUIPMENT and for equipment/materials and parts previously procured by the CONTRACTOR or of which the Contractor is liable to accept delivery: this EQUIPMENT shall become the property of (and be at the risk of) the Owner when paid for the by the Owner, and the Contractor shall place the same at the Owner s disposal; b) to cancel the remainder and pay to the CONTRACTOR an agreed amount The Bidder proposes to add the following:- d) Any other cost or liability which in the PC54-PNCOM-PBQR RK MN RRK 26 of 31

27 Page for partially completed EQUIPMENT and for materials and parts previously procured by the CONTRACTOR. circumstances was reasonably incurred by the contractor in the expectation of completing the work; plus c) Plus pay to the CONTRACTOR any other commitment cost that may be necessary due to such termination, provided such a claim is supported by documentary evidence from the CONTRACTOR. e) The reasonable costs incurred by Contractor as a result of such termination, including but not limited to costs of demobilisation and any cancellation charges that Contractor must pay Subcontractors and / or Suppliers as a result of such termination plus reasonable overhead, reasonable profit on unexpired portion of Work and any other cost or liability which in the circumstances was reasonably incurred by the contractor in the expectation of completing the work and any loss or damage sustained by the contactor as a result of the termination. f) The amount of any loss of profit or other Losses or damage sustained by the Contractor as a result of termination; g) The cost of removal temporary works and Contractor s equipment from the Site and the return of these items to the Contractor s at its choice of location; plus h) Return of the Bank guarantee or any bond and/or deposits or any sum retained thereof to the Contractor PC54-PNCOM-PBQR RK MN RRK 27 of 31

28 Page of of of [Termination of Contract] [Force majeure] [Force majeure] Notwithstanding anything elsewhere provided in the CONTRACT documents, all advances made by the OWNER to the CONTRACTOR shall forthwith become repayable to the OWNER in the event of the CONTRACT being terminated for any cause. In such event of termination the advance shall be recoverable with SBI BR + 5.5% from CONTRACTOR. The Bidder suggests as under, subject to OWNER agrees for the same interest payment in case of delayed payment to the CONTRACTOR. Notwithstanding anything elsewhere provided in the CONTRACT documents, all advances made by the OWNER to the CONTRACTOR shall forthwith become repayable to the OWNER in the event of the CONTRACT being terminated as per Article (Termination for Default). In such event of termination, the unadjusted advance shall be recoverable with SBI BR + 5.5% from CONTRACTOR. For removal of doubt it is clarified that unadjusted advance shall mean balance of advance money after CONTRACTOR s adjustment against obligations completed and towards dues arising out of termination. Comment:- The local chamber of commerce does not provide for authorisation/countersignature and hence the bidder requests to waive off such provision. Comment:- There is no provision for extension of time in case of force majeure and hence a provision entitling the Contractor to claim for extension of time for such period during which such force PC54-PNCOM-PBQR RK MN RRK 28 of 31

29 Page of [Legal Construction] 75 of [Venue] 77 of [Recovery of sums/dues] 77 of [Cut off dates] 22 OF [VALIDITY OF BID].jurisdiction of the Bharuch Court. venue Bharuch All cost, damages or expenses CONTRACTOR under this CONTRACT or other CONTRACTS and/or may be recovered by action at law or otherwise. No claims or correspondence on this CONTRACT shall be entertained by the OWNER after 3 MONTHS after issue of Certificate of ACCEPTANCE OF PLANT by the OWNER. majeure event lasts shall be incorporated. Comment : The Bidder suggests the jurisdiction to be with AHMEDABAD COURTS due to availability of eminent lawyers and save time and efforts. Comment : The Bidder suggests the place of arbitration as AHMEDABAD being the neutral venue. The Bidder proposes to amend as All cost, damages or expenses CONTRACTOR under this CONTRACT and/or may be recovered by action at law or otherwise. Comment:- The bidder proposes to amend the period of 3 months and replace the same with till the expiry of the warranty period. Considering the volatility of prices of commodities and much shorter bid validity provided by our sub-vendors/subcontractors, it is impossible to provide a bid validity of 9 months. Bidder requests Owenr to reduce the bid validity to maximum 3 months from the date of bid submision. Any extension of bid validity beyond this period needs to be checked at a later date and confirmed by the PC54-PNCOM-PBQR RK MN RRK 29 of 31

30 Page Sheet 24 of 28 Sheet 30 of 78 Sheet 12 of 28 Sheet 58 of The evaluated CONTRACT PRICE will be discounted, as per the billing schedule submitted by the Bidder for the implementation period [Insurance] 10.3 The EMD of unsuccessful Bidders will be returned by OWNER to the unsuccessful Bidders as promptly as possible on acceptance of Bid of the successful Bidder or when the Bidding process is cancelled by OWNER, whichever is later. 7.0 [Advance Payment] Bidder based on specific request from Owner. Please clarify what % discounting will be applied The Insurance coverage mentioned in this clause appears to be very high. Please confirm Bidder propose change as below: The EMD of unsuccessful Bidders will be returned by OWNER as promptly as possible on acceptance of Bid of the successful Bidder or when the Bidding process is cancelled by OWNER, whichever is earlier. As per Article 7.0, 10% Advance shall be paid to the CONTRACTOR on presentation of following documents: a) CONTRACT copy duly signed by PARTIES b) Commercial invoice c) Bank guarantee equal to 110% the amount of advance as per performa at ANNEXURE-1.17 Agreed Note 4 shall be amended accordingly Annex- 1.2 Sheet 55 of 58 Note-4 Contrary to this, Note 4 of Annex-1.2 states : Owner is intending to pay 10% mobilization advance in two installments PC54-PNCOM-PBQR RK MN RRK 30 of 31

31 Page of (first installment of upto 6% and balance in the second installment). The second installment would be paid only after 3 months subject to satisfactory utilization of the 1st advance. Kindly clarify Advance payment will be done as per Article 7.0 PC54-PNCOM-PBQR RK MN RRK 31 of 31