GENERAL CONDITIONS OF CONTRACT (GCC) In this Contract, the following terms shall be interpreted as indicated:

Transcription

1 GENERAL CONDITIONS OF CONTRACT (GCC) 1.0 DEFINITIONS: In this Contract, the following terms shall be interpreted as indicated: (a) (b) (c) (d) (e) (f) (g) "The Contract" means the Contract Agreement entered between the Owner and the Contractor, as recorded in the Contract Form signed by the parties, including all attachments and appendices thereto and all documents incorporated by reference therein. "The Contract Price" means the price payable to the Contractor under the Contract for the full and proper performance of its contractual obligations. "The Services" means all those services necessary for the Supply, Packing & Forwarding, Transportation on FOR Jhakri Basis, Transit Insurance, Delivery at Site, Installation, Testing & Commissioning including trouble free Guarantee/Warranty for 36 months of complete CCTV system of NJHPS, SJVN Ltd. Jhakri and any other incidental services etc. and other such obligations of the Contractor covered under the Contract. "The Owner" means the SJVN Limited. "The Contractor" means the individual or firm carrying out the work of Supply, Packing & Forwarding, Transportation on FOR Jhakri Basis, Transit Insurance, Delivery at Site, Installation, Testing & Commissioning including trouble free Guarantee/Warranty for 36 months of complete CCTV system of NJHPS, SJVN Ltd. Jhakri under this Contract. "Corrupt Practice" means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution. "Fraudulent Practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Owner and includes collusive practice among Bidders (prior to or after Bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Owner of the benefits of free and open competition". 2.0 CONTRACT PERFORMANCE SECURITY (CPS): 2.1 Within thirty (30) days of receipt of the notification of Contract award i.e. from the date of issue of LOA, the successful Bidder shall furnish to the Owner, an unconditional performance security for ten percent (10%) of the Contract Price with a validity up to 60 days after the Warranty Period (Refer clause 5.0). 2.2 The proceeds of the performance security shall be payable to the Owner as compensation for any loss resulting from the Contractor's failure to complete its obligations under the Contract. SJVN Complex, Shanan Page 1 of 9

2 2.3 The performance security shall be denominated in the currency of the Contract and shall be in the form of Bank Guarantee (As per format enclosed) issued preferably by a nationalized or by any Scheduled Bank As per RBI guidelines (As per list enclosed), acceptable to the Owner or in the form of FDR/TDR (pledged in the favour of the owner) etc. 2.4 The performance security will be discharged by the Owner and returned to the Contractor not later than sixty (60) days after completion of guarantee period. 2.5 The NSIC registered firms are not exempted from the submission of CPG. 2.6 The shall be charged on delay period for breach in timely submission of CPG/Initial Security Deposit without prejudice to right of SJVN to other remedies available under the contract. 3.0 PACKING AND FORWARDING: The bidder shall provide such packing to the goods as is required to prevent damage or deterioration during transit to their final destination & storage, as indicated in the contract. The packing shall be sufficient to withstand, without limitation, rough handling during transit and precipitation during transit and open storage. Packing case size and weights shall take into consideration, the remoteness of the Goods final destination, the existing road condition and the absence of heavy handling facilities at all points in transit and project storage site. 4.0 INSURANCE 4.1 The goods to be supplied and work to be completed under the scope of the work shall be insured for all risks by the contractor till the completion of work. The Contractor shall at his expense take out and maintain in effect, or cause to be taken out and maintain in effect, during the performance of the Contract, the insurance set forth below in sums and other conditions specified. Note: Sl. Insurance Amount insured Conditions No. A. All risk % of FOR and Insurance for inland transportation material to be value. supplied & + services to be completed % of the services value. + 3) Open policy 3. All taxes & duties. 1) Owner to be named as co-insured 2) Warehouse to warehouse basis 4) All risk insurance, SRCC (Strikes, Riots, Civil Commotion), terrorism etc. (i) The owner shall be named as co-insured under all insurance policies taken out by the contractor except for Third Party Liability and Workman s Compensation / Employee s Liability Insurances. SJVN Complex, Shanan Page 2 of 9

3 (ii) Notwithstanding the insurance requirements mentioned above, it would be the Contractor s responsibility to take adequate insurance cover as may be pertinent to protect his interest and interest of the Owner. (iii) The Contractor shall follow law of the land as may be prevalent from time to time for insurance. 4.2 In addition to above contractor shall insure his man and machinery etc. against any mishap / accident. Contractor shall submit the insurance policy to this effect to the EIC of the work. SJVN shall bear no responsibility and financial liability for any mishap/accident for contractor man power / machinery. 5.0 WARRANTY : 5.1 The complete goods supplied & work done under the scope of this contract will be warranted for a period of 36 months of satisfactory performance form the date of completion of work and handling over the system to NJHPS, SJVN, Jhakri. In case of any problem within the warranty period due to manufacturing defects including their performance, poor workmanship and the consumable/material used arises, the same will be rectified/replaced free of cost at site by the contractor within seven (07) of such notification by the EIC, as necessary. Further refer Sr. No. 1.6 of T.S (Annexure-B). 6.0 PAYMENT TERMS 6.1 The Hundred Percent (100%) payment (including 100% taxes & duties) shall be made within 30 days after completion of entire scope of work (Supply, Installation, Testing & Commissioning of complete CCTV system at NJHPS, SJVN Ltd. Jhakri) and on submission of followings documents to consignee in bound folder for release of payment:- (i) Bills in triplicate. (ii) Inspection Report (The Inspection of material shall be carried out by EIC & the authorized representative of EIC as per Sr. No. 19.0). (iii) Photocopy of unconditional acceptance of Letter of Award). (iv) Photocopy of Contract Performance Guarantee equivalent to 10% of total contract value valid up to 60 days after expiry of Guarantee period. (Only 1 st R.A. Bill). (v) Copy of TIN No. (vi) Document required as per Technical Specifications. (vii) Warranty Certificate. (viii) Photocopy of PAN Card. (ix) Photocopy of Service Tax Registration No.(If applicable). (x) Certificate from the EIC that the entire scope of the work under the contract has been completed. 6.2 The payment shall be released through electronic fund transfer and hence you are requested to give your bank account detail along with IFSC/RTGS code of your bank branch. The required detail is to be filled in Schedule-4. Bank charges if any, shall be borne by you. The details to be submitted in the schedule as enclosed. SJVN Complex, Shanan Page 3 of 9

4 6.3 As per SJVN Ltd. policy, no advance payment can be given. 6.4 TDS: SJVN Ltd. shall be entitled to make all deduction towards taxes from the payments to be made to the contractor as may be mandatory as per Govt. Rule. However SJVN shall give a statement in respect of such deductions to the contractor. 6.5 The prices for the services should be exclusive of the Service Tax, Swachh Baharat Cess & Krishi Kalyan Cess. The applicable Service Tax, Swachh Baharat Cess & Krishi Kalyan Cess is to be quoted separately. However, Service Tax, Swachh Baharat Cess & Krishi Kalyan Cess is to be invoiced and paid separately. The Service Tax, Swachh Baharat Cess & Krishi Kalyan Cess shall be paid as per the applicable rules on submission of the following information along with the invoices:- (i) (ii) (iii) (iv) (v) (vi) Name, Address & Contact Details (Tel. no. etc.) of the Service Provider. Service Tax Number of the Service Provider. PAN of the Service Provider. Service Tax Invoice Number. Gross amount of services. Service Tax amount. 6.6 All the payments for the supplies and/or services (as applicable) rendered by MSEs (Micro & Small Enterprises) supplier/contractor under the contract shall be released within forty five (45) days from the day of acceptance. Day of acceptance means day of actual delivery of goods or the rendering of services; or where any objection is made in writing by SJVN regarding acceptance of goods or services within fifteen days from the date of delivery of goods or the rendering of services, the day on which such objection is removed by the contractor/supplier. In case payments are not released as mentioned above, SJVN shall pay the principal amount plus compound interest with monthly rests from the date immediately following the date agreed three times of bank rates as notified by Reserve Bank of India time to time. 6.7 All the payments for the supplier and/or services (as applicable) rendered by non-mses (Non- Micro & Small Enterprises) supplier/ contractor under the contract shall be released within forty five (45) days from the receipt of invoices/bills from the contractor/ supplier complete in all respects. In case payments are not released as mentioned above, SJVN shall pay the principal amount plus simple interest from the date immediately following the date agreed 8% p.a. 7.0 WORK COMPLETION SCHEDULE The basic consideration and the essence of the Contract shall be the strict adherence to the Work Completion Schedule. The Supply, Installation & testing & commissioning of CCTV Cameras shall be completed within 90 days from date of issue of LOA. However, bidder can also offer shorter completion period which will also be acceptable to SJVN Ltd. However any bidder offering work completion period of more than 90 days will not be considered and their bid will be rejected. SJVN Complex, Shanan Page 4 of 9

5 Bidder should program the work activity so as to complete the work within stipulated period of time. 8.0 LIQUIDATED DAMAGES 8.1 If the Supplier fails to complete the work within the period(s) specified in the Contract, the Owner shall, without prejudice to its other remedies under the Contract, deduct from the Contract Price, as Liquidated Damages, as specified here in below, 8.2 The Liquidated Damage for delay in completion of work beyond the maximum work completion schedule as stipulated at clause 7.0 above shall ½% (Half percent) per week or part thereof of the total contract value. The total amount of Liquidated Damages for delay under the Contract will be subjected to a maximum of five percent (5%) of the total Contract price. 8.3 Amount of Liquidated Damage shall be payable by the Supplier whenever demanded by the Owner and / or Owner can recover the amount of liquidated Damages (to the extent leviable at any time) from the amount payable to the Supplier available with Owner under this Contract. 8.4 Supplier s obligations and the Owner s remedies in respect of delay are solely and exclusively as stated in this Liquidated Damages clause subject to provisions of Clause 10.0 and consequence thereof. 8.5 Penalty: Penalty shall be INR 10,000/- per week or part thereof limited to maximum of Rs 50,000/- per occasion during the Guarantee/Warrantee period of 36 Months, If the Contractor fails to rectify the breakdown within seven (07) days after registration of complaints by SJVN. 9.0 FORCE MAJEURE 9.1 The firm shall not be liable for loss or damage to SJVN resulting from any delays or failure to make shipment to Jhakri site within schedule time for all or any part of the item due to the act of God, war declared or undeclared, acts of public enemy, riots, civil commotion, invasion, insurrection, sabotage, acts of restraint of Government, federal, state or municipal action or regulation, fire, flood, hurricanes, accidents, epidemic, quarantine, restrictions, or any failure on the part of the Owner or his representative to approve or comments on drawings or other causes, contingencies or circumstances not subject to their control, whether of a similar or dissimilar nature which prevents the Contractor from completion of work. Any such cause or delays even though not existing on the date of the contract on or the date of start of reclaiming shall extend the time of performance automatically by length of delays occasioned thereby, including delay reasonably incidental to the resumption of normal reclamation work even though such case may occur after performance of firm s obligation has been delayed for the other causes. 9.2 If a Force Majeure situation arises, the Contractor shall promptly notify the Owner in writing of such condition and the cause thereof. Unless otherwise directed by the Owner in writing, the Contractor shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. SJVN Complex, Shanan Page 5 of 9

6 10.0 TERMINATION OF CONTRACT ON CONTRACTOR'S DEFAULT 10.1 The Owner, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Contractor, may terminate this Contract in whole or in part: a) if the Contractor fails to complete any part of all the work or all of the Goods within the period(s) specified in the Contract, or within any extension thereof granted by the Owner. b) if the Contractor fails to perform any other obligation(s) under the Contract. c) If the Contractor, in the judgment of the Owner has engaged in corrupt or fraudulent practices in competing for or in executing the Contract In the event the Owner terminates the Contract in whole or in part, the Owner may procure/get repaired, upon such terms and in such manner as it deems appropriate, Goods or Services similar to those undelivered/un- repaired, and the Contractor shall be liable to the Owner for any excess costs for such similar Goods or Services. However, the Contractor shall continue performance of the Contract to the extent not terminated TERMINATION FOR INSOLVENCY The Owner may at any time terminate the Contract by giving written notice to the Contractor if the Contractor becomes bankrupt or otherwise insolvent. In this event, termination will be without compensation to the Contractor, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the Owner TERMINATION OF CONTRACT ON OWNER'S INITIATIVE 12.1 The Owner reserves the right to terminate the Contract either in part or in full due to reasons other than those mentioned under clause entitled "Contractor's Default" and "Outbreak of War". The Owner shall in such an event give seven (7) days notice in writing to the Contractor of his decision to do so The Contractor upon receipt of such notice shall discontinue the work on the date and to the extent specified in the notice, make all reasonable efforts to obtain cancellation of all orders and contracts to the Owner, stop all further subcontracting or purchasing activity related to the work terminated, and assist the Owner in storage, maintenance, protection, and disposition of the works acquired under the contract by the Owner In the event of such a termination, the Contractor shall be paid equitable and reasonable compensation, as dictated by the circumstances prevalent at the time of termination SETTLEMENT OF DISPUTES 13.1 Any dispute(s) or difference(s) arising out of or in connection with the Contract shall, to the extent possible in the first instance be resolved amicably between the Contractor and the Owner s Engineer. SJVN Complex, Shanan Page 6 of 9

7 13.2 If any dispute or difference of any kind whatsoever shall arise between the Owner and the Contractor, arising out of the Contract for the performance of the Works whether during the progress of the Works or after its completion or whether before or after the termination, abandonment or breach of the Contract, it shall, in the first place, be referred to and settled by the Engineer, who within a period of ten (10 ) days after being requested by either party to do so, shall give written notice of his decision to the Owner and the Contractor Save as hereinafter provided, such decision in respect of every matter so referred shall be final and binding upon the parties until the completion of the entire work under the Contract and shall forthwith be given effect to by the Contractor who shall comply with all such decisions, with all due diligence, whether he or the Owner requires arbitration as hereinafter provided or not If after the Engineer has given written notice of his decision to the parties, no claim to arbitration has been communicated to him by either party within ten (10) days from the receipt of such notice, the said decision shall become final and binding on the parties In the event of the Engineer failing to notify his decision within ten (10) days after being requested as aforesaid or in the event of either the Owner or the Contractor being dissatisfied with any such decision, or within ten (10) days after the expiry of the first mentioned period of ten (10) days, as the case may be, either party may require, by written notice to the other party, that the matters in dispute be referred to arbitration as hereinafter provided ARBITRATION (WITH PVT. PARTY) 14.1 All disputes or differences in respect of which the decision, if any, of the Engineer has not become final or binding as aforesaid shall be settled by arbitration in the manner hereinafter provided In the event of the Contractor, that is to say a citizen and/or a permanent resident of India, a firm or a company duly registered or incorporated in India, the arbitration shall be conducted by three arbitrators, one each to be nominated by the contractor and the Owner and the third to be named by the President of Institution of Engineers, India. If either of the parties fails to appoint its arbitrator within thirty (30) days after receipt of a notice from the other party invoking the arbitration clause, the President of the Institution of Engineers, India shall have the power at the request of either of the parties, to appoint the arbitrators. A certified copy of the said President making such an appointment shall be furnished to both the parties The arbitration shall be conducted in accordance with the provisions of the Arbitration & Conciliation Act, 1996 or any statutory modification thereof Arbitration(s) shall give reasoned award The decision of the majority of the arbitrators shall be final and binding upon the parties. The expenses of the arbitration shall be paid as may be determined by the arbitrators. The arbitrators may, from time to time with the consent of all the parties enlarge the time for making the award. In the event of any of the aforesaid arbitrators dying, neglecting, resigning of being unable to act for any reason, it will be lawful for the party concerned to nominate another arbitrator in place of the outgoing arbitrator. SJVN Complex, Shanan Page 7 of 9

8 14.6 The arbitrator shall have full powers to review and/or revise any decision, opinion, directions certification or valuation of the Engineer in consonance with the contract ARBITRATION (WITH CPSEs) 15.1 All disputes or differences in respect of which the decision, if any, of the Engineer has not become final or binding as aforesaid shall be settled by arbitration in the manner hereinafter provided The arbitration procedure shall be as per the guidelines issued by DPE (department of Public Enterprise) Also refer the attached Annexure as under:- In exercise of the Powers conferred by Article.of the Articles of Association of the (name of the CPSE/Bank/Port Trust etc.)/ Section..of the Act of setting up of the (name of the CPSE/Bank/Port Trust etc.). The President of India is pleased to direct that all disputes relating to all commercial agreements (except income tax, customs, excise duty and also concerning Railways) between (name of Company/Corporation/Bank/Port Trust) and (name of another Public Sector Undertaking/ Government Department/Bank/Port/Trust etc.) shall be referred to the Permanent Machinery of Arbitrators (PMA) set up in the Department of Public Enterprises. The President is further pleased to direct that the following Arbitration Clause shall be included in all current and future contracts/agreements etc. and that in respect of ongoing contracts they should be suitably amended to include such a clause: In the event of any dispute or difference relating to the interpretation and application of the provisions of the contracts, such dispute or difference shall be referred by either party for Arbitration to the sole Arbitrator in the Department of Public Enterprises to be nominated by the Secretary to the Government of India in-charge of the Department of Public Enterprises. The Arbitration and Conciliation Act, 1996 shall not be applicable to Arbitration under this clause. The Award of Arbitrator shall be binding upon the parties to the dispute, provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to the Law Secretary, Department of Legal Affairs, Ministry of Law & Justice, Government of India. Upon such reference the dispute shall be decided by the Law Secretary or the Special Secretary/Additional Secretary, when so authorized by the Law Secretary, whose decision shall bind the Parties finally and conclusively. The Parties to the dispute will share equally the cost of arbitration as intimated by the Arbitrator 16.0 APPLICABLE LAW 16.1 The Contract shall be governed by and interpreted in accordance with the laws in force in India. The courts of Shimla/Rampur Bushahr shall have exclusive jurisdiction in all matters arising under the Contract NOTICES Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing or by cable telex, or facsimile and confirmed in writing to the other party's address specified in NIT/NIQ. SJVN Complex, Shanan Page 8 of 9

9 A notice shall be effective when delivered or on the notice's effective date, whichever is later ENGINEER IN CHARGE (EIC) EIC of the work shall be AGM (PH Elect. Mtc.), NJHPS, SJVN Ltd, Jhakri, Distt. Shimla (H.P.), PIN All the post award communication is to be done with the EIC of the work. The material shall be drawn by EIC from the stores for installation at site INSPECTION: Inspection of material supplied against this supply order shall be carried out by the authorized representative of EIC at project stores, Jhakri, on receipt of material CONSIGNEE: Sr. Manager, (O&M, Store, NJHPS, SJVN Ltd. Jhakri The material is to transport through Registered Common Carrier only (Registered Common Carrier mean the carrier registered with a State Transport Authority or a Regional Transport Authority) CORRESPONDENCE: i. All correspondence related to this contract before award shall be addressed to SM, Procurement & Contract Deptt, NJHPS, SJVN Ltd, Jhakri, Distt Shimla (H.P.), PIN PH No Fax: No ii. All the correspondences after award of the contract shall be addressed to AGM (PH Elect. Mtc.), NJHPS, SJVN Ltd, Jhakri, Distt Shimla (H.P.), PIN * * * SJVN Complex, Shanan Page 9 of 9