NUCLEAR POWER CORPORATION OF INDIA LIMITED (A Government of India Enterprise) TENDER DOCUMENT INVITATION TO TENDER AND TENDERING CONDITIONS

Transcription

1 (A Government of India Enterprise) CONTRACTS & MATERIALS MANAGEMENT GROUP To TENDER DOCUMENT M/s. SECTION-A INVITATION TO TENDER AND TENDERING CONDITIONS SECTION -B CONDITIONS OF CONTRACT SECTION C TECHNICAL SPECIFICATIONS OF STORES SECTION D FORMAT FOR SUBMISSION OF BID

2 SECTION-A INVITATION TO TENDER AND TENDERING CONDITIONS

3 (A Government of India Enterprise) CONTRACTS & MATERIALS MANAGEMENT GROUP, Phone No P.O., Kudankulam Fax No Tirunelveli District, Tamil Nadu Provisional GST ID Number : 33AAACN3154F2ZW To INVITATION TO TENDER M/s. Tender No. KKNPP/3&4/CMM/34214 Last Date & Time for As per tender Details in NIT Receipt of online-bid0 *Date & Time of Opening of Tender As per tender Details in NIT Dear Sirs, For and on behalf of Nuclear Power Corporation of India Ltd., Site Director, Contracts & Materials Management invites bids in E-mode for the above plant/machinery/equipment/materials as detailed in this tender document. The conditions of contract which will govern the contract pursuant to the tender are as contained in Section-B of this tender document. If you are in a position to quote for the supply in accordance with the tender requirements, please submit your bid in the attached bidding forms i.e. TENDER FORM CMM-44A/Rev.4. Your bid must be submitted in E-mode at our NPCIL E-Tendering Web Site i.e. on or before the due date and time mentioned above. Yours faithfully, R. Balasubramanian Senior Manager (C&MM) For and on behalf of Nuclear Power Corporation of India Ltd. (The Purchaser)

4 SECTION-A INVITATION TO TENDER AND TENDERING CONDITIONS FOR SUPPLY OF INDIGENOUS STORES (SINGLE PART E-TENDER) 1 Mode of Submission of E-bids 1.1 The bid (E-bid) shall be submitted in E-mode at our NPCIL E-Tendering Web Site i.e. on or before the due date and time mentioned below :- Tender No. KKNPP/3&4/CMM/34214 Last date for submission of E-bids DATED : As per Tender Details in NIT As per Tender Details in NIT It is in the interest of the Tenderers to ensure that the e-bids are submitted well in time. e-bids shall be submitted only on our NPCIL e-tendering Web Site i.e. Bids in hard copy/any other form shall not be accepted in any case. 1.2 The Tender Fee as prescribed shall be paid ON-LINE, upon which the participation in the Tender process is allowed. Micro and Small enterprises ( MSE s) registered with District Industries Centres or Khadi and Village Industries Commission or Khadi and Village Industries Board or Coir Board or National Small Industries Corporation(NSIC) or Directorate of Handicrafts and Handlooms or any other body specified by the Ministry of MSME are exempted from payment of Tender Fee irrespective of the monetary limit mentioned in their registration certificate provided they furnish registration certificates valid as on the due date of submission of the Tender. Soft copy of such valid certificate is to be uploaded as per the provisions in the e-tender process on or before the due date for e-bid submission. In case such a certificate is found to be defective or invalid, such bids shall be rejected. 1.3 In case of Public Tender(PT) there is no restriction for participation in the Tender. In case of Limited Tenders (LT) or Single Tenders(ST), participation is allowed only to the intended bidders who can do online submission of their bids. However, the Tenderers are required to meet the Qualification Criteria stipulated, if any, under the Tender. 1.4 One Bid per Bidder: Each bidder shall submit only one e-bid for this tender. A bidder who submits or participates in more than one e-bid for this tender will cause the bidder s participation to be disqualified for all such e-bids. In addition, if any Tender s participation herein leads to Conflict of Interest, their bid is liable to be rejected. 2 Qualifying Requirements 2.1 Refer to Appendix X for the details of the requirements need to be met by the bidders.

5 2.2 The bidders while submitting the e-bid are required to upload all supporting documents / information necessary for establishing their qualification in e-envelope only on the e-portal. 2.3 A bidder participating in this tender can participate either as a contractor or as a sub-contractor, but not as both contractor and sub-contractor of another contractor. However, a sub-contractor can participate as sub-contractor to more than one contractor. 2.4 Tender documents shall be downloaded by those bidders who prima facie meet the qualification requirements as in ITT clause 2.1 above. While the system may allow the submission of offer, such allowance shall not be construed to be automatic qualification of the Tenderer for this Tender 2.5 The bidder should not be under liquidation, court receivership or similar proceedings. 3 Expenses towards Submission of Quotations and Liability towards Site Visit / Work 3.1 The Purchaser shall not be responsible for expenses incurred towards preparation and submission of e-bid as well as other associated expenses such as site visits. 3.2 In case of erection and commissioning, repairs and such other jobs wherein the bidder s personnel or authorised representatives need to visit the Purchaser s site, they can do so only after obtaining the prior permission of the Purchaser s site authorities. However, such Tenderer s whose personnel are granted permission, are deemed to have explicitly agreed to the condition that they shall indemnify and hold harmless the Purchaser and its personnel from and against all liabilities with respect to personal injury, loss or damage to property and any other loss or expenses incurred by bidder s personnel as a result of such visit. 4 Content of Tender Document 4.1 The scope of work, bidding procedures, contract terms and technical requirements are prescribed in the bidding documents. The Tender documents include the following sections: (a) (b) (c) (d) (e) Instruction Sheet Section A: Invitation to Tender and Tendering Conditions Section B: General Conditions of Contract and Special Conditions of Contract Section C: Technical Specifications & Drawings Section D: Format for Submission of E-bid. 4.2 The bidder is expected to examine all instructions, forms, terms, specifications and other information in the tender documents. Failure to furnish all information required by the bidding documents or submission of a E-bid not substantially responsive to the bidding documents in every respect will be at the bidder s risk and may result in rejection of their e-bid. 4.3 Clarification of Tender Documents: The bidder shall be deemed to have carefully examined all Tender documents and obtained clarifications from the Purchaser where needed, inspected and surveyed the Site and its surrounding and satisfied himself as to the form and nature of the Site, the quantities and nature of work and material necessary for the supply of the Stores and the means of access to the Site, the accommodation he may require and in general obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect his tender, to his entire satisfaction before submitting the e-bid In particular and without prejudice to the foregoing conditions and in addition thereto, when tenders are called for furnishing the Particulars, the bidder s tender to supply in accordance with such Particulars shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and satisfied himself before tendering as to the correctness and sufficiency of his tender for the Stores and of the rates and prices quoted in the Schedule of Quantities., The rates and prices shall, except as otherwise

6 provided, cover all his obligations under the Contract and all matters and things necessary for the Supply of the Stores and Services The Tenderer acknowledges that any failure to acquaint itself with all such data and information shall not relieve their responsibility for properly estimating the difficulty or cost of successful execution of the Tender scope towards completion of the Particulars No claim on his part which may arise on account of non-examination or misunderstanding of the Particulars and/or matter related to site will, in any circumstances, be considered payable by the Purchaser. 4.4 Pre-Bid Meeting: A pre-bid meeting for providing clarifications to the bidders will be held ON-LINE unless specified otherwise, on the date and time specified in the Notice Inviting Tender(NIT) of the Tender document. Bidders participating in this Tender and who have enrolled in our e-portal ( ) can login and participate in the pre-bid meeting.. Bidders are requested to send their queries -both Technical and Commercial in advance to the addresses provided in NIT; within the due date and time prescribed for their submission (which would be atleast three days, prior to date of pre-bid meeting, unless specified otherwise in ITT or NIT) as stipulated under the NIT. Queries / clarification / information sought in any other manner shall be ignored. In addition to pre-bid conversation history any offline queries / clarifications / information will be uploaded in the e-portal against the particular Tender ID under tab Pre-Bid. Any modification to the Tender, which may become necessary as a result of the pre-bid meeting, will be uploaded in the e-portal against the particular Tender ID. Bidders are requested to update themselves by visiting our e-portal ( frequently. It may be noted that no queries will be entertained after the expiry of pre-bid meeting. Accordingly, it is requested that bidder along with their associates shall take part in the pre-bid meeting to ensure that tender requirements are clearly understood by all the stakeholders. 4.5 Amendments to Tender documents: The Purchaser reserves the right to issue any amendments, corrigendum, clarifications, etc. to the Tender, giving reasonable time, prior to the last date and time of online bid submission. Bidders are requested to update themselves on our e-portal ( the details such as pre-bid clarifications, corrigenda, addenda and other documents forming a part of the subject Tender, before submission of their e-bid. 5. Manner And Method For Submission Of Bids 5.1 All e-bids shall be made in ENGLISH in the prescribed form attached. e-bids submitted in any language other than ENGLISH must be accompanied by ENGLISH translation. Any printed literature submitted with the E-bid in any other language shall be accompanied by authentic English translation and for interpretation the English version shall prevail. 5.2 Technical portion of E-bid should contain/include only technical specifications, technical details, literature, references of earlier supplies of similar equipment, drawings, quantity, time required for submission and approval of drawings, manufacturing and delivery schedule, inspection/testing procedures etc. Itemised list of spares and quantity recommended by the tenderer, if any, for purchase should also be included in the bid. 5.3 E-bid should be submitted in accordance with the format provided by the Purchaser at Section D of this tender document. If any deviation or substitution from the technical specifications contained in Section C to this tender document is involved, such details should be clearly indicated in the E-bid and should be filled as Annexure-A of the bidding form of e-envelop, or otherwise it shall be an admission on the part of the bidder that he will supply the equipment as specified by the purchaser. However, bidders may note that deviations or substitutions from the technical specifications may lead to rejection of their E-bid. 5.4 The bidders shall upload all drawings pertaining to the plant / machinery / equipment / component along with their E-bid for correct understanding and appreciation of the tender. Bidder s drawings will form part of the purchase order/contract only after these are approved by the purchaser.

7 5.5 Catalogues / Technical Literature: All necessary catalogues/drawing/technical literature data as are considered essential for full and correct evaluation of the bids shall invariably be uploaded with the E-bid. 5.6 Instruction / Operation Manual: In respect of plant / machinery / equipment / instrument / apparatus, where instruction/ operation manual is normally necessary to enable the user to put the plant/machinery / equipment / instrument / apparatus to proper use, the contractor shall furnish such an instruction/ operation manual specific to the stores being supplied along with the plant / machinery / equipment / instrument / apparatus. The bidder shall clearly specify in the bid about his readiness to supply instruction / operation manual. 5.7 Commercial portion (Annexure-B of section D) of the E-bid should contain bidder s specific confirmation regarding compliance of all commercial terms and conditions of the Tender as per ITT (Section-A), General Conditions of Contract and Special Conditions of Contract (Section B) and shall be submitted in online bidding forms. The Bidders, in addition, should mention applicability of Goods and Services Tax (GST)and all other indirect taxes & duties and all other related information. 5.8 Price portion of the E-bid should be furnished in online bidding forms only and as per Schedule to Tender Form of Section-D of the tender document. 5.9 The system will not allow submitting E-bids after last date and time. Therefore, the bidder shall ensure the submission of E-bids well within the due date and time Particulars of the Bidders: The bidder shall upload the details, in case he is a partnership firm or Joint Hindu Family concern, the names and full particulars of the partner or the member of the Joint Hindu Family owing the concern. The e-bids must be digitally signed by the authorised representative of the firm and the document/s regarding authorisation shall be uploaded in the Part I e-bid. The original of such documents are required to be furnished when sought by the Purchaser and in case of failure to do so, will make such bid liable to be rejected. The e-bid must be digitally signed: (a) In the event of the bidder being a sole proprietary concern by the sole proprietor or by constituted attorney duly authorized to enter into and sign agreement on his behalf, including agreement to refer disputes arising under or relating to such agreements to arbitration by power of attorney signed by the proprietor and authenticated by a Notary Public or Magistrate. (b) In the event of the bidder being a partnership firm, by all partners or by a constituted attorney duly authorized to enter into and sign agreements on behalf of the partnership firm including agreements to refer disputes arising under or relating to such agreements to arbitration by a power of attorney duly executed by all the partners and authenticated by Notary Public or a Magistrate. (c) In the event of the bidder being a Hindu Joint Family concern by the Karta of the Joint Family when the bid is signed by a constituted attorney of the sole proprietor of a concern or when the e-bidis signed on behalf of the firms by a constituted attorney of its partners as provided in sub clause (a) and (b) above, then original power of attorney appointing him as such constituted attorney shall be supplied with the e-bidor if a e-bidis executed on behalf of a limited company but its constituted attorney as provided in sub cases (c) above, the original power of attorney along with the resolution (if required under its Articles of Association) authorizing the affixation of its common seal on the power of attorney and a copy of its Articles of Association shall be supplied with the e-bid. If however, the power of attorney has been previously furnished to and approved by the Purchaser, the contractor need not send the same with the e-bid Income Tax Registrations and other Registrations The bidder shall submit along with their E-bid, the name and address of his bankers and the Income Tax Permanent Account Number (PAN). Further, if the bidders are registered with the Directorate General of Supplies and Disposals or the Site Director, Contracts and Materials Management, Nuclear Power Corporation of India Limited, Directorate of Purchase & Stores, Department of Atomic Energy (DAE) as an approved supplier, they shall indicate in the E-bid such registration number, date and its validity date.

8 6 Validity of E-bids 6.1 E-bids shall be kept valid for acceptance for a period of 120 (one hundred and twenty) days from the last date specified for receipt of E-bids. E-bids with shorter validity period will be liable for rejection. 7 Opening of Tenders 7.1 The tenders will be opened on-line at our NPCIL E-Tendering website i.e. as per schedule given in the tender document. In the case of Public Tender, after online opening of the E-bids, the details of the bids submitted by the bidders will be made available for all the participating bidders. 8 Terms and Conditions of the Contract 8.1 It must be clearly understood that any contract concluded pursuant to invitation to this tender shall be governed by the General Conditions of Contract (GCC) and Special Conditions of Contract (SCC) given in Section B of this tender document. Tenderers must, therefore, take special care to go through these conditions of the contract. Tenders made subject to counter conditions or with deviations from the General Conditions of the Contract (GCC) / Special Conditions of Contract (SCC), (SECTION B) of this tender document are liable to be ignored. It should also be realized that failure to bring out deviations from the GCC and / or SCC contained in Section B of this tender document would imply that the tenderer is willing to execute the contract as per the Purchaser s Terms and Conditions of the Contract. 8.2 Price Basis, Price Adjustment, Contract Currency and Payments Please refer Section B GCC Clause nos Taxes and Duties: Please refer Special Conditions of Contract (SCC). 10 Test Charges, Spares and Accessories AND Supervision of Erection & Commissioning Charges Routine Test, Special tests, Type Test, Special Type Tests, Seismic Qualifications/Testing The bidder is required to perform the above tests as specified in the Technical Specification. As regards Type Tests, Submission of valid Type Test Certificate of previous tests may be considered in lieu of performing the tests, as provided in Technical Specifications a) Price for supply of items shall include charges for all Routine Test, Type tests etc. No charges for these tests shall be claimed/ paid separately. b) Charges for Special Type Tests, Seismic Qualification/Testing shall not be included in the price of the items and shall be quoted/ claimed separately Spares and Accessories: Bidders shall also furnish the prices of essential accessories, optional accessories and spares necessary for satisfactory operation of the plant / machinery / equipment / component, a) for a period of two years and b) for a period of five years or as specified in the Section C: Technical Specifications

9 The prices for accessories and spares shall be itemized. E-bids where only lump sum prices are indicated are liable to be ignored. Particular care must be taken to list out each item of spare and quantity recommended and also the individual price for these items The Bidders must clearly and separately furnish in their E-bid the charges for Supervision of erection and commissioning of items to be supplied under the contract. 11 Delivery 11.1 The entire scope covering supply of equipment/machinery/plant/component, etc covered under this tender document shall be completed within the delivery period mentioned in Notice Inviting Tender(NIT). Milestone chart for detailed manufacturing schedule leading to delivery shall be submitted along with the bid. Tenderers should note that their bid may not be considered by the Purchaser unless the bidders can meet the delivery schedule specified by the purchaser The stores shall be transported to the purchaser s site directly without any transhipment en-route, in case of transportation by sea and road. In case of transportation through railways/waterways also the transhipment is generally not allowed. However, transhipment may be allowed at the discretion of the Purchaser for which the contractor needs to explain the need for transhipment and take Purchaser s prior approval. 12 Price Evaluation 12.1 The price adjustment provisions as indicated in para 8.0 above, shall not be taken into account for evaluation of offers. E-bid evaluation will be done based on the total of Summary Prices which are inclusive of GST and all other indirect taxes and duties for supply of items and site work portion as per Section D of the Tender document. To facilitate the evaluation and comparison of prices, all E-bid prices expressed in foreign currency will be converted into Indian Rupees at Bills Selling exchange rates (as established by State Bank of India) applicable on the day seven days prior to due date of submission of the E-bids. If the day seven days prior to due date of submission of E-bid happens to be a holiday, the exchange rates of next working day will be considered. For items sourced from abroad and directly delivered to the Purchaser s Site, wherever the ocean/air freight and marine insurance to the port of the Purchaser s country are not quoted then, 11% of FOB prices will be considered towards ocean/air freight and marine insurance to arrive at CIF prices. In the event the actual cost towards local transportation and other services including customs clearance, port handling, inland transit insurance etc. in India excluding taxes and duties and other local levies are not quoted as required, the charges towards the same will be considered as 1 ½% of CIF Value for items and materials supplied from abroad and delivered directly to the project site from Indian port of entry For Tender where Fiscal Concessions as per SCC are available/ applicable, the following shall apply: a) For evaluation and comparison of E-bids, a price preference at 15% would be given to the domestically manufactured capital goods. For this purpose, the E-bid price of the bidders would be increased by 15% of all such CIF components contained in their price E-bid including the CIF component of the imported raw materials/ components required for manufacture of indigenous items. No exchange rate variation is allowed towards the value of imported raw materials and components included in the Indigenous items. For the purposes of 15% loading as above, the base exchange rates shall be Bills Selling exchange rates (as established by State Bank of India) applicable on the day seven days prior to due date of submission of E-bid. If the day seven days prior to due date of submission of E-bid happens to be a holiday, the exchange rate of next working day will be considered. b) Further the charges for expatriate supervision for erection and commissioning quoted in foreign currency will not be loaded by 15%. c) IGST applicable on the import of finished goods which are to be delivered directly to the Purchaser s site from the port of import shall be indicated by the Bidder. This IGST will be considered for the purpose of evaluation of the bids.

10 12.3 The value of mandatory spares will be considered for the E-bid evaluation as per Section D of the Tender. Recommended spares will not be included for E-bid evaluation The E-bid evaluation will be done in conjunction with Section: D of the Tender Purchase Preference for supply of goods or services as per new Public Procurement Policy for Micro & Small Enterprises (MSEs) under Micro, Small and Medium Enterprises Development Act, 2006 (Subject to meeting Qualifying Requirement as per clause 2.0) As per the provision of MSEs Policy, the participating bidder registered under MSEs Act in a tender for supply of goods or services, quoting price within the band of L1+15% would be allowed to supply a portion of the requirement by bringing down their price to the L1 price, in a situation where L1 price is from someone other than an MSE. Such MSEs would be allowed to supply up to 20% of the total tendered value. In case of more than one such eligible MSE, the supply will be shared proportionately. Further, out of 20% allocation, a sub-target of 4% (i.e. 20% out of 20%) will be earmarked for procurement from MSEs owned by SC/ST entrepreneurs. However, in the event of failure of such MSEs to participate in the tender process or meet the tender requirements and the L1 price, the 4% sub-target for procurement earmarked for MSEs owned by SC/ST entrepreneurs will be met from other MSEs proportionately. In case a tendered item is non-splitable or non-divisible, MSE quoting Price within the Price band of L1- Price (Other than MSE) + 15% may be awarded for full/ complete value of supplies, subject to matching of the L1 Price. The MSEs, who are interested in availing themselves of these benefits, will enclose with their offer the proof of their being MSE registered with any of the agencies mentioned in notification No.503 dated , as printed in the Gazette of India indicated below : (i) District Industries Centers (ii) Khadi and Village Industries Commission (iii) Khadi and Village Industries Board (iv) Coir Board (v) National Small Industries Corporation (vi) Directorate of Handicraft and Handloom (vii) Any other body specified by Ministry of MSME. The MSEs must also indicate the terminal validity date of their registration. Failing of the above requirements, such offers will not be eligible for consideration of benefits detailed in notification No.503 dated , as printed in the Gazette of India. The contractor on whom the contract may be entered into against this tender shall furnish the Purchaser, the details of the sub-contractors meeting any part of contract execution herein and who qualify as MSE s as per the Micro, Small and Medium Enterprises Development Act, 2006 and amendments to same. 13 Acceptance of E-bids 13.1 The Purchaser reserves the right to accept or reject, lowest /any / all E-bid(s), in whole or in part, without assigning any reasons whatsoever and without any liability to the Purchaser. The bidder not withstanding that his E-bid has not been accepted in whole shall be bound to supply the Purchaser, such item or items and such portion or portions of one or more items, as may be accepted by the Purchaser Acceptance of E-bids by the purchaser may be sent by priced Letter of Intent / Purchase Order / Contract within the validity of the E-bid. In case of such Letter of Intent, the bidder whose E-bid is accepted and who is herein after referred to as contractor will proceed with the execution of the contract on the basis of such advance acceptance of E-bid without waiting for a formal purchase order/contract and will be responsible to seek and obtain whatever clarifications that are necessary from the purchaser to proceed with the execution of the contract and contractual delivery period will be reckoned from the date of such Letter of Intent.

11 13.3 Unsuccessful bidder will not be informed of the result of their E-bids. 14 Canvassing 14.1 Canvassing in any form with regard to this tender will lead to rejection of the E-bid. 15 Corrupt or Fraudulent Practices 15.1 NPCIL requires that bidders / suppliers / contractors under this contract, observe the highest standard of ethics during the procurement and execution of this contract. In pursuance of this policy, NPCIL: (a) defines, for the purpose of these provisions, the terms set forth below as follows: (i) 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; and (ii) fraudulent practice means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of NPCIL, and includes collusive practice among Bidders (prior to or after E-bid submission) designed to establish E-bid prices at artificial non-competitive levels and to deprive NPCIL of the benefits of free and open competition. (b) will reject a proposal for award of work if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the contract in question. (c) will declare a Bidder ineligible, either indefinitely or for a stated period of time, to be awarded a contract / contracts if at any time it determines that the Bidder has engaged in corrupt or fraudulent practices in competing for, or in executing, the contract. 16 Civil Liability for Nuclear Damages(CLND) Act 2010 & Rule 2011 thereof: Subsequent to the enactment of CLND Act 2010 and Rule 2011, the Purchaser shall have Right to Recourse against the contractor in accordance with provisions under Section 17(a) of Civil Liability for Nuclear Damage Act, 2010, as referred in GCC. To have clarity on the terms used in the CLND Act 2010 and Rule 2011 pertaining to Right to Recourse, following definition to be considered by the bidder before submission of bids. i. Contractor shall be as per applicable GCC. ii. Supplier shall be as defined in CLND Rule iii. Product Liability Period (PLP) shall be as defined in CLND Rule Explanation w.r.t. GCC: In case of supply of equipment(s), PLP shall be the Defect Liability Period plus contractual Latent Defect Liability Period, where as in case of services, PLP shall be up to Defect Liability period as defined in applicable GCC. iv. Initial License (Refer CLND Rule 24-2): The initial license, unless otherwise specified, is valid for a period of five years from the date of its issue by AERB. 17 Disclosures 17.1 Any change in the constitution of the contractor s firm, where it is a partnership firm as declared in the E-bid should be disclosed to NPCIL, at any time between the submission of E-bids and the signing of the contract. The same shall be disclosed during the currency as per the GCC clause no (Changes in Constitution) *

12 SECTION B GENERAL CONDITIONS OF CONTRACT (FORM NO. GCC/Supply-1/Rev.4)

13 FORM NO. GCC/Supply-1/Rev.4 NUCLEAR POWER CORPORATION OF INDIA LIMITED (A GOVERNMENT OF INDIA ENTERPRISE) CONTRACTS AND MATERIALS MANAGEMENT GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF INDIGENOUS STORES APPLICABLE TO THE CONTRACTS PLACED BY NUCLEAR POWER CORPORATION OF INDIA LIMITED 28/12/2016

14 GCC/SUPPLY-1/R-4 GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF INDIGENOUS STORES PLACED BY NUCLEAR POWER CORPORATION OF INDIA LIMITED (A GOVERNMENT OF INDIA ENTERPRISE) Preamble 1.1 The scope of the Contract shall be design, engineering, manufacture, inspection, test, supply, transportation & delivery, as the case may be, of the Stores, plants, materials, components, equipment, machineries, instruments, appliances and accessories, in accordance with the technical specifications and drawings of the Contract documents. 1.2 The General Conditions of Contract (GCC/Supply-1/R-4) shall form a part of the Contract. 1.3 In case of any variance between the terms and conditions of the General Conditions of Contract (GCC/Supply-1/R-4) and the conditions as may be stipulated in the Contract, the latter shall prevail to the extent applicable. 1.4 All the rights, discretion and powers of the Purchaser under the Contract shall be exercised by the Purchaser through written communications, which shall be given by the Contracts and Materials Management or other officers authorised by him for and on behalf of the Purchaser.

15 I N D E X CONTENTS Page No. 1. General Provisions Definitions 1.2 Interpretations 1.3 Communications 1.4 Language 1.5 Governing Law 1.6 Jurisdiction 1.7 Priority of Documents 1.8 Contractors Documents 1.9 Purchasers Documents 1.10 Confidentiality 1.11 Consortium / Joint Venture / Partnership 1.12 Country of Origin 1.13 Independent Contracts 2 The Purchaser Accuracy of Information 2.2 Permit, Licences or Approvals 2.3 Free Issue Material 2.4 Purchasers Representatives 3 The Contractor 3.1 General Obligations Permit, Licences or Approvals 3.3 Compliance with law 3.4 Securities 3.5 Contractors Representative 3.6 Sub-contracting 3.7 Subletting or Assignment of Contract 3.8 Quality Assurance 16 4 Subject Matter of Contract 4.1 Scope of facilities 4.2 Delivery Schedule 5 Contract Price and Payment Contract Price 5.2 Price Basis 5.3 Currency of Payment 5.4 Price Adjustment 5.5 Price Adjustment Formula 5.6 Terms of Payment 5.7 Application for Payment 5.8 Mode of Payment 5.9 Interest on delayed payment 5.10 Recovery of Advance Payments in case of breach of contract 5.11 Recovery of Sums Due 5.12 Taxes and Duties GCC/SUPPLY-1/R-4 ( ) 2 of 54

16 6 Guarantee, Liability and Risk Distribution Completion Time Guarantee 6.2 Delay in Supply 6.3 Functional Guarantee 6.4 Defect Liability 6.5 Transfer of Ownership 6.6 Intellectual Property Rights (IPR) Indemnification 6.7 Indemnity Against Loss / Damage 6.8 Indemnity for Taxes and Duties 6.9 Limitation of Liability 6.10 Insurance 6.11 Force Majeure 6.12 Liability of the Government of India 7 Work Program Contractors Organisation 7.2 Program of Performance 7.3 Work Procedures 7.4 Progress of Performance 7.5 Progress Report 7.6 Hindrances 8 Design and Engineering General Design Obligation 8.2 Codes and Standards 8.3 Review / Approval of Contractors Documents 9 Procurement and Supply General Provisions 9.2 Free Issue Materials (FIM) 9.3 Packing and Marking 9.4 Transportation 9.5 Custom Clearance 9.6 Training 9.7 Manuals 10 Quality Assurance, Inspection, Acceptance and Rejections Quality Assurance Program 10.2 Inspection, Testing and Rejection 10.3 Supervision of Erection & Commissioning 11 Changes in the Scope of Work Right to vary 11.2 Changes Originating from Purchaser 11.3 Changes Originating from Contractor 12 Time Extension Extension of Time for Completion GCC/SUPPLY-1/R-4 ( ) 3 of 54

17 13 Foreclosure and Termination Foreclosure of Contract 13.2 Cancellation / Termination of Contract in Full or Part 13.3 Termination on Death 14 Settlement of Disputes Settlement by Mutual Consultation 14.2 Arbitration 14.3 General 15 Abbreviations Used 54 List of Annexures Annexure-A : Format for Advance Bank Guarantee Annexure-B : Format for Security Deposit Annexure-C : Format for Performance Bond Annexure-D : Format for Application for Payment Annexure-E : Format for Indemnity Bond against Free Issue Material Annexure-F : Format for Certificate towards Excise Duty Annexure-G : Format for Certificate towards Sales Tax Annexure-H : Format for Certificate towards Service Tax GCC/SUPPLY-1/R-4 ( ) 4 of 54

18 1 GENERAL PROVISIONS 1.1 Definitions "Acceptance shall mean and deemed to include one or more of the following as stipulated in the tender: a) acceptance of the Stores at Purchasers Site after its receipt and due inspection and release of Material Receipt Voucher (MRV), which should be completed within 75 (seventy five) days from the date of receipt of the Stores at Purchasers Site, subject to the Contractor meeting the requirements stipulated in the Contract. b) where the scope of the Contract includes supply, erection and commissioning, acceptance shall mean issue of necessary Material Receipt Voucher after commissioning and final acceptance of Equipment, Machinery and Instrument etc. which should be completed within 75 (seventy five) days from the date of commissioning of the Stores at Purchaser's Site, subject to the Contractor meeting the requirements stipulated in the Contract Bid shall mean the tender offer and quotation in response to the Tender Enquiry Change Order" shall mean a written amendment to the existing contract or a new contract from the Purchaser to the Contractor after the Effective Date of the contract requiring a change in any part of the Stores that may involve a) a change in the scope of work, b) addition / omission of work, and c) a change in any of the provision / scope of the contract Consignee shall mean the authorised representative or officer of the Purchaser at site to whom the Stores are required to be delivered in the manner indicated in the Contract "Contractor shall mean firm / company / joint venture / consortium with whom or with which the purchase order for the supply of Stores is placed and shall be deemed to include the Contractors legal successors and/or assignees (approved by the Purchaser), representatives, heirs, executors and administrators unless excluded by the Contract "Contract" or "Purchase Order" shall mean the communication or document signed for and on behalf of the Purchaser by an Officer duly authorised confirming the acceptance for and on behalf of the Purchaser of Tender or Offer of the contractor on the terms and conditions mentioned or referred to in the said communication and other documents including Tender Document, Terms and Conditions of the contract and such other documents as may be expressly incorporated in the Contract by reference and all mutually agreed amendments in writing made to any of them Contractual Delivery Date shall mean the stipulated date on which the contractor shall attain completion of the Supply of Stores, as specified in the purchase order Contract Price shall mean the price as specified in Section A - Item and Price Schedule of the Contract subject to such addition and adjustment thereof or deduction there from, as may be made pursuant to the contract Day or Days shall mean a Gregorian calendar day or days of twenty-four (24) hours each. GCC/SUPPLY-1/R-4 ( ) 5 of 54

19 Defect Liability Period shall mean the period of validity of the warranties given by the contractor during which the contractor is responsible for defects with respect to the Stores or the relevant part thereof as provided in GCC clause 6.4 (Defect Liability) Effective Date or "Commencement Date" shall mean the date of issue of Purchase Order on which the contract shall come into force GCC shall mean this General Conditions of the Contract for Supply of Indigenous Stores "Latent Defect" shall mean a defect, inherently lying within the material or arising out of design deficiency, which do not manifest themselves and/or was not reasonably discoverable during Defect Liability period Month shall mean a month according to Gregorian calendar Quality Surveillance Engineer / Inspector shall mean any person appointed by or on behalf of the Purchaser to inspect or carry out quality surveillance on supplies, stores or work under the Contract or any person deputed by the Quality Surveillance Engineer for the said purpose "Particulars" shall mean the following: a) Specification(s); b) Drawing(s); c) Sealed pattern denoting a pattern sealed and signed by the Quality Surveillance Engineer; d) Proprietary make denoting the produce of any individual firm; and e) Any other details governing the construction, manufacture and/or supply as provided in the Contract "Party" shall mean Purchaser or Contractor as named in the Contract individually and Parties shall mean Purchaser and Contractor collectively "Performance Test" shall mean all operational checks and tests required to determine the performance parameters including inter-alia capacity, efficiency and operating characteristics of the Stores as specified in the Contract Plant and Equipment means permanent plant, equipment, machinery, apparatus, systems, articles and things of all kinds to be provided by the Contractor under the Contract including the spare parts, tools & tackles to be supplied by the Contractor Project Manager shall mean the person appointed by the Purchaser in the manner provided in GCC sub-clause (Purchasers Representatives) hereof and named as such in the Contract "Purchaser" shall mean the Nuclear Power Corporation of India Limited, a Government of India Enterprise acting through Site Director, Contracts & Materials Management SCC shall means Special Conditions of the Contract hereof. GCC/SUPPLY-1/R-4 ( ) 6 of 54

20 "Shipping Release" shall mean the document issued by the inspector or the inspection agency nominated by the Purchaser authorising the Contractor to ship the Stores on satisfactory completion of inspection Site means the place(s) where the Stores are to be supplied and any other places as may be specified in the Contract as forming part of the Site "Stores shall mean and include what the Contractor agreed to supply under the Contract as specified in the Contract and shall include inter-alia goods and materials, equipment, machinery, components, instruments, appliances, accessories and plant Sub-contractor shall mean any person on whom preparation of any design, or supply of any Stores and Other Service(s) is subcontracted directly or indirectly by the Contractor and includes its legal successor or permitted assignees, and unless otherwise stated, all the Sub-contractors and suppliers to such Person and the term Sub-Contract shall be construed accordingly Willful Misconduct shall mean that the Contractor has intentionally concealed the defect in full knowledge of the consequences that may flow from its existence and the defect is one, which the Purchaser could not have discovered on careful examination of the Plant at the time of acceptance or during the Defect Liability Period. 1.2 Interpretation In the Contract, except where the context requires otherwise: (a) words indicating one gender include all genders; (b) words indicating the singular also include the plural and words indicating the plural also include the singular; (c) provisions including the word agree, agreed or agreement require the agreement to be record in writing; (d) the word tender is synonymous with bid, tenderer with bidder and tender documents with bidding documents ; and (e) written or in writing means hand-written, type-written, printed or electronically made, and resulting in a permanent record. The marginal words and headings shall not be taken into consideration in the interpretation of these Conditions Persons Words incorporating persons or parties shall include firms, consortiums, corporations, government entities and other bodies whether incorporated or not but having legal entity Incoterms Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by Incoterms Incoterms means international rules for interpreting trade terms published by the International Chamber of Commerce (latest edition), 38 Cours Albert 1er, Paris, France. GCC/SUPPLY-1/R-4 ( ) 7 of 54

21 1.2.4 Entire Agreement The Contract constitutes the entire agreement between the Purchaser and Contractor with respect to the subject matter of Contract and includes all written communications, negotiations and agreements of parties with respect thereto made prior to the date of Contract that are included as reference in the Contract Non-waiver No relaxation, forbearance, delay or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect or restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract. Any waiver of a partys rights, powers or remedies under the Contract must be in writing, must be dated and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived Severability If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract. 1.3 Communications Unless otherwise stated in the Contract, all communications to be given under the Contract shall be in writing, and shall be sent by personal delivery, airmail post, special courier or facsimile to the address of the relevant party set out in the Contract For communications to be sent by the Purchaser to the Contractor, the following provisions shall apply: a) Any communication sent by airmail post or special courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered ten (10) days after dispatch. In proving the fact of dispatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and conveyed to the postal authorities or courier service for transmission by airmail or special courier. b) Any communication delivered personally or sent by facsimile shall be deemed to have been delivered on date of personal delivery or date of its dispatch, as the case may be Communications shall be deemed to include any approvals, consents, instructions, notices, orders, amendment to the Contract and certificates to be given under the Contract Either party may change its postal, facsimile address or addressee for receipt of such communication by 10 days notice to the other party in writing. 1.4 Language The ruling language of the Contract and language for communication shall be English. GCC/SUPPLY-1/R-4 ( ) 8 of 54

22 1.5 Governing Law The Contract shall be governed by the law of the country. The country unless otherwise stated in the contract shall be India. 1.6 Jurisdiction The courts in Tirunelveli shall have exclusive jurisdiction to deal with and decide all disputes arising out of related Contract. 1.7 Priority of Documents The documents forming the contract are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of documents shall be in accordance with the following sequence: a) the Contract Agreement / Purchase Order b) the Special Conditions of Contract (SCC) c) the General Condition of Contract (GCC) d) the Tender (including technical specifications, drawings, etc.) document, other than Sr. (b) & (c) above. 1.8 Contractor s Documents As between the Parties, the Contractor shall retain the rights for which the Contractor has copyrights and other intellectual property rights (IPR), and for all other documents prepared / created in the course of execution of the Contract, the IPR will remain with the Purchaser The Contractor shall be deemed to give to the Purchaser a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the contractors documents, including making and using modifications of them. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the Stores, (b) entitle any person in proper possession of the relevant part of the Stores to copy, use and communicate the contractors documents for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the Stores, and (c) in the case of contractors documents which are in the form of computer programs and other software, permit their use on any computer on the Site and other places as envisaged by the Contract, including replacements of any computers supplied by the Contractor. 1.9 Purchaser s Documents As between the Parties, the Purchaser shall retain the copyright and other intellectual property rights in the Specification, the Drawings and other documents made by (or on behalf of) the Purchaser. The Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of the Contract. They shall not, without the Purchasers consent, be copied, used or communicated to a third party by the Contractor, except as necessary for the purposes of the Contract and with prior consent of the Purchaser Confidentiality The Contractor shall take necessary steps to ensure that all persons employed on any work in connection with this Contract have noticed that the Indian Official Secrets Act, 1923 (XIX of 1923) applies to them and shall continue to apply even after the execution of the Contract. GCC/SUPPLY-1/R-4 ( ) 9 of 54

23 All information, drawings, designs and specifications imparted to the Contractor shall, at all times, remain the absolute property of the Purchaser. The Contractor shall not use them for purposes other than for which they are provided for and shall treat all these documents as confidential. These shall not be reproduced in whole or in part for any other purpose The Contractor shall use his best endeavours to ensure that such information are not divulged to third parties except where needed for the performance of the Contract by the Contractor with the prior consent of the Purchaser. In such cases, the Contractor shall ensure and obtain similar obligation of confidence, from third parties in question The Contractor shall at his own cost procure from his own employees, agents or sub-contractors (and agents and sub-contractors of such agents and sub-contractors) the execution of a Confidentiality Agreement in the form and manner acceptable to the Purchaser and shall do or assist in doing all such acts, deeds and things to cause such employees, agents and sub-contractors to whom the confidential information is given, to be bound by all the confidentiality obligations as the Contractor is bound under this Agreement The provisions of this clause of GCC shall survive termination for whatever reason, of the Contract Consortium / Joint Venture / Partnership Joint and Several Liability If the Contractor constitutes a joint venture, consortium or other unincorporated grouping of two or more entities: a) each of these entities shall be deemed to be jointly and severally liable to the Purchaser for the performance of the Contract b) these entities shall notify the Purchaser one of such entities as their leader who shall have authority to bind the Contractor and each of these entities Changes in Constitution Where the Contractor is a partnership firm, Joint Venture or consortium, prior approval in writing of the Purchaser shall be obtained before any change is made in the constitution of the contractor. If prior approval as aforesaid is not obtained, the contract shall be voidable in accordance with the GCC clause 13.2 (Cancellation / Termination of Contract in Full/Part) at the Purchasers discretion Country of Origin Country of Origin means the place where the materials, equipment and other supplies for the Facilities are mined, grown, produced or manufactured, and from which the services are provided Independent Contracts The Contractor shall be an independent contractor performing the Contract. The Contract does not create any agency, partnership, joint venture or other joint relationship between the parties hereto. Subject to the provisions of the Contract, the Contractor shall be solely responsible for the manner in which the Contract is performed. All employees, representatives or Subcontractors engaged by the Contractor in connection with the performance of the Contract shall be under the complete control of the Contractor and shall not be deemed to be employees of the Purchaser, and nothing contained in the GCC/SUPPLY-1/R-4 ( ) 10 of 54