Section VIII. Special Conditions of Contract

Section VIII. Special Conditions of Contract 8-1 Section VIII. Special Conditions of Contract The following Special Conditions of Contract (SCC) shall supplement the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC. GCC 1.1(j) GCC 1.1(k) GCC 1.1 (q) The Purchaser s country is: India The Purchaser is: Gujarat Energy Transmission Corporation Limited The Site is: 400 kv Sankhari Substation, Dist. Patan, State- Gujarat, India GCC 4.2 (b) The version of Incoterms shall be: Year 2010 GCC 5.1 GCC 6.1 GCC 8.1 The language shall be: English In case of joint venture, all the parties shall be jointly and severally liable. For notices, the Purchaser s address shall be: Attention: Chief Engineer (Project) Floor/ Room number: 8 th Floor Street Address: Gujarat Energy Transmission Corporation Limited, Sardar Patel Vidyut Bhavan, Race Course City: Vadodara ZIP Code: 390 007 Country: India Telephone: (0265) 2327482 Facsimile number: (0265) 2339066 email: ceproject.getco@gebmail.com GCC 9.1 GCC 10.2 The governing law shall be : Laws of India 1. The formal mechanism for the resolution of disputes in the case of an Indian Supplier shall be arbitration in accordance with Indian Arbitration and conciliation act of 1996 as amended from time to time and the rules made there under. The place of arbitration shall be Vadodara. 2. The formal mechanism for the resolution of disputes in the Bidding Document for the Procurement of Transformers

8-2 Section VIII. Special Conditions of Contract case of foreign suppliers shall be arbitration in accordance with the rules of the United Nation Commission on International Trade Law (UNCITRAL) arbitration rules. The place of arbitration shall be Vadodara. GCC 11.1 The scope of supply shall be defined in Section IV Schedule of Supply. At the time of awarding the Contract, the Purchaser shall specify any change in the Scope of Supply with respect to Section VI, Schedule of Supply included in the Bidding Document. Such changes may be due, for instance, if the quantities of Goods and Related Services are increased or decreased at the time of award. If the successful bidder intent to supply material from other than factory location mentioned during execution of contract than bidder has to take prior permission from purchaser. Also, the bidder is required to submit the all type test reports as per technical specification from proposed location before commencement period of supply without affecting the delivery schedule and free of cost to purchaser. GCC 12.1 Details of shipping and documents to be furnished by the Supplier shall be: For Goods supplied from abroad as per Incoterms CIF: Upon shipment, the Supplier shall notify the Purchaser and the Insurance Company by fax or mail the full details of the shipment, including Contract number, description of Goods, quantity, the vessel, the bill of lading number and date, port of loading, date of shipment, port of discharge, etc. The Supplier shall send the following documents to the Purchaser, with a copy to the Insurance Company: A) Details of shipping documents to be furnished by the Supplier on shipment shall be: (a) Three copies of the Supplier s invoice showing the description of the Goods, quantity, unit price, and total amount; (b) original and Two copies of the negotiable, clean, on-board bill of lading marked freight prepaid and Three copies of non-negotiable bill of lading; (c) Three copies of the packing list identifying contents of each package; (d) Insurance certificate; (e) Manufacturer s or Supplier s warranty certificate; (f) Inspection certificate, issued by the nominated officer / inspection agency, and the Supplier s factory inspection report; and (g) Certificate of origin. Bidding Document for the Procurement of Goods for Transformer

Section VIII. Special Conditions of Contract 8-3 B)Details of documents to be furnished by the Supplier on submission of bills for payment shall be : (a) Three copies of the Supplier s invoice showing the description of the Goods, quantity, unit price, and total amount; (b) original and Two copies of the negotiable, clean, on-board bill of lading marked freight prepaid and Three copies of non-negotiable bill of lading; (c) Three copies of the packing list identifying contents of each package; (d) Insurance certificate; (e) Manufacturer s or Supplier s warranty certificate; (f) Inspection certificate, issued by the nominated officer / inspection agency, and the Supplier s factory inspection report; and (g) Certificate of origin. (h) Truck Receipt Certificate from site. If the Purchaser does not receive the above documents at least ten days before the arrival of the Goods at the designated port or place of arrival, the Supplier shall be responsible for any and all consequent cost and expenses incurred. For Goods from within the Purchaser s country as per Incoterm EXW: Upon delivery of the Goods to the transporter, the Supplier shall notify the Purchaser and send the following documents to the Purchaser: (a) Three copies of the Supplier s invoice showing the description of the Goods, quantity, unit price, and total amount; (b) Delivery note and original L.R. copy and site receipt certificate (TRC) (c) Three copies of the packing list identifying contents of each package (d) Manufacturer s or Supplier s warranty certificate; (e) Inspection certificate issued by the nominated officer / inspection agency, and the Supplier s factory inspection report; and (f) Insurance certificate; If the Purchaser does not receive the above documents at least ten days before the arrival of the Goods at the place of delivery, the Supplier shall be responsible for any and all consequent cost and expenses incurred. GCC 16.1 The terms of payment shall be: Bidding Document for the Procurement of Transformers

8-4 Section VIII. Special Conditions of Contract For Goods and Related Services supplied from outside the Purchaser s Country: (a) Advance Payment: Ten (10) percent of the Item/Good (CIF) Price within sixty (60) days of signing of the Contract or from submission of advance payment bank guarantee by supplier, whichever is later. Payment shall be made, provided the Supplier presents a request for payment accompanied by an Advance Payment Security in the form of a bank guarantee for an Amount equal to the amount of the payment, and that shall be valid till the contract Completion. The same is required to be extended till the full recovery of advance amount from the Supplier. The full advance shall be recovered proportionately from supply bills of up to 80% of ordered quantity. The security shall be in the form as specified in Section IX, Contract Forms. (b) On Shipment: The Purchaser shall pay the Supplier up to eighty (80) percent including advance payment referred at (a) above of the item/good (CIF) Price shipped through irrevocable confirmed Letter of Credit opened in favor of the supplier in a bank under the ADB commitment procedure or Direct payment procedure of ADB, upon submission of documents specified in SCC clause 12.1 (c) On Acceptance: Balance Twenty (20) percent of the item/goods (CIF) price along with 100% applicable taxes shall be paid within sixty (60) days of submission of claim supported by the acceptance certificate (store receipt) issued by the Purchaser and submission of the equipment performance guarantee as specified in SCC clause no. 18.1. (d) 100% Payment towards related services of the package will be paid within sixty (60) of submission of claims supported by commissioning certificate issued by the purchaser. For Goods and Related Services supplied from within the Purchaser s Country : (a) Advance Payment: Ten (10) percent of the Item/Good (EXW) Price within sixty (60) days of signing of the Contract or from submission of advance payment bank guarantee by supplier, whichever is later. Payment shall be made, provided the Supplier presents a request for payment accompanied by an Advance Payment Security in the form of a bank guarantee for an Amount equal to the amount of the payment, and that shall be valid till the contract Completion. The same is required to be extended till the full recovery of advance amount from the Supplier. The full advance shall be recovered proportionately Bidding Document for the Procurement of Goods for Transformer

Section VIII. Special Conditions of Contract 8-5 from supply bills of up to 80% of ordered quantity. The security shall be in the form as specified in Section IX, Contract Forms (b) On Shipment: The Purchaser shall pay the Supplier up to eighty (80) percent including advance payment referred at (a) above of the item/good (EXW) Price shipped through irrevocable confirmed Letter of Credit opened in favor of the supplier in a bank under the ADB commitment procedure or Direct payment procedure of ADB, upon submission of documents specified in SCC clause 12.1. (c) On acceptance: Balance Twenty (20) percent of the item/good (EXW) price along with 100% applicable taxes shall be paid within sixty (60) days of submission of claim supported by the acceptance certificate (store receipt) issued by the Purchaser and submission of the equipment performance guarantee as specified in SCC clause no. 18.1. (d) 100% Payment towards related services of the package will be paid within sixty (60) days of submission of claims supported by commissioning certificate issued by the purchaser. Note: 1. In case of Joint Venture all the payments including advance will be released to the Lead Member/ Member Incharge of the Joint Venture. Bank Guarantee against Advance Payment Security shall be submitted in the name & address of Lead Member/ Member Incharge of the Joint Venture. The Letter of Credit under ADB s commitment procedure will also be opened in the name of Lead Member/Member Incharge of Joint Venture. 2. Advance Payment guarantee: The type of acceptable Advance Payment Guarantee is that of a bank guarantee issued by a reputable bank located in the Purchaser s Country or any other eligible country listed in Section V of the Bidding Document in the format included in Section IX, Contract Forms and acceptable to purchaser, valid up to contract Completion. If the Advance Payment guarantee is issued by a bank located outside the Purchaser s country, it shall have a correspondent bank located in the Purchaser s country to make it easily enforceable. 3. In case of payment through Letter of Credit, the successful bidder is solely responsible for payment of all LC related charges and expenses including LC opening charges, negotiation, LC extension, LC amendment etc. etc. and any other formalities Bidding Document for the Procurement of Transformers

8-6 Section VIII. Special Conditions of Contract GCC 16.4 GCC 17.2 GCC 17.3 including payment thereof. 4. The payment procedure as per ADB Commitment Letter Procedure will be as under: a) LC will be opened by GETCO in favour of Beneficiary. b) GETCO will apply for Commitment Letter to ADB. c) ADB will issue Commitment letter to LC Negotiating Bank after due verification. d) LC negotiating bank will send all the documents listed in LC along with copy of Commitment Letter to LC issuing bank for confirmation of correctness of the documents. e) LC issuing bank will approach to GETCO for seeking confirmation of correctness of documents sent by LC Negotiating Bank. f) GETCO will confirm the correctness of documents sent by LC issuing Bank after due verification. g) On confirmation by GETCO, LC issuing bank in turn confirm the correctness of documents to LC negotiating bank. h) LC negotiating bank will approach to the ADB for the release of payment of the Beneficiary against ADB Commitment Letter. i) LC Negotiating bank will make payment to the Beneficiary only after making payment to LC Issuing Bank towards charges related to LC i.e. LC Opening Charges, Documents Handling Charges, LC amendment Charges etc. etc.. j) LC Negotiating Bank will give confirmation of release of payment to the Beneficiary against LC to the LC issuing Bank. k) On receipt of the LC charges by LC issuing bank and on receipt of payment confirmation from LC negotiating bank (Step No.j), LC issuing Bank will release the original set of documents to the GETCO. The currencies for payments shall be the currency or currencies in which the supplier expressed its bids. The bidders are required to ascertain on their own availability of Deemed Export benefit. They are solely responsible for obtaining such benefits, which they have considered in their bids and in case of failure to receive such benefits for reasons whatsoever, including change in government of India export and import policy, the purchaser will not compensate the bidder. Only requisite certificate / documents will be issued by the purchaser. For Goods to be procured from within purchaser s country:- Bidding Document for the Procurement of Goods for Transformer

Section VIII. Special Conditions of Contract 8-7 1. If there is increase or decrease in the taxes and duties subsequent to supplier s offer within the contract delivery schedule of supply due to change in rate or introduction of new tax or deletion of existing tax or interpretation/application of tax etc., the Purchaser will reimburse the actual tax. 2. In case the bidder fails to achieve completion as per contract delivery schedule of supply, the purchaser will not be liable to compensate for any increase in taxes and duties due to change in rate or introduction of new tax or interpretation/application of tax etc. Whereas taxes at actual rate shall be paid in case of decrease in taxes and duties due to change in rate or deletion of existing tax or interpretation/application of tax etc., in the event of late delivery after the contract delivery period. GCC 18.1 The Supplier shall provide a following performance guarantee 1. Contract Performance Security of 10 percent of the Contract Price. The currency and amount of Performance Security shall be specified at the time of awarding the contract to successful bidder. Bidder has to submit the contract performance in the format given in the section IX, Contract Forms and as per GCC clause no. 18. 2. Equipment Performance Security of 10 percent of the Contract Price. The currency and amount of Performance Security shall be specified at the time of awarding the contract to successful bidder. Bidder has to submit the equipment performance in the format given in the section IX, Contract Forms with the claim (Bill) of 20% payments against acceptance of material. In addition to above supplier is liable to furnish indemnity bond as per the attached format in section-9, contract forms duly indemnifying purchaser for the goods under the custody of supplier after supply of material for erection and commissioning. GCC 18.3 The type of acceptable Performance Security is that of a bank guarantee issued by a reputable bank located in the Purchaser s Country or any other eligible country listed in Section V of the Bidding Document in the format included in Section IX, Contract Forms. If the Performance Security is issued by a bank located outside the Purchaser s country, it shall have a correspondent bank located in the Purchaser s country to make it easily enforceable. Bidding Document for the Procurement of Transformers

8-8 Section VIII. Special Conditions of Contract GCC 18.4 Discharge of Performance Security shall take place as under 1) Contract Performance Guarantee shall be discharged after the Contract Completion. GCC 23.2 2) Equipment performance guarantee shall be discharged after the completion of the warranty period as mention in SCC (Clause no. 28.3) The packing, marking and documentation within and outside the packages shall be: The materials Dispatched from overseas, by Air / Shipping should be packed in such a way that it can withstand rough handling and possible corrosion due to exposure to salt laden atmosphere, salt spray or open storage. All packing must be clearly marked with Contract Number and consignee's name and address with the following documents in each consignee, i) A set of approved drawings ii) A set of acceptance test report (Routine & Acceptance test report) iii) Six hard copies and One Soft copies of the Erection, Testing, Commissioning & Maintenance manuals as per the technical specification vol. II clause no. 1.36 (Instruction manual) GCC 24.1 The insurance coverage shall be in accordance with Pursuant to GCC, sub clause no. 24.1, the supplier must insure the goods amount equal to 110 Percent of the CIF or EXW price of the goods till commissioning and handing over of last transformer on all risk basis. In the event of damage during transit or erection, supplier shall be liable to make the damages good without waiting for settlement of claims. GCC 25.1 GCC 26.2 Obligations for transportation of the Goods shall be as per section VI, Schedule of Supply. Tests and Inspections as per the technical specification vol. II (Clause no. 1.30.3) Inspection call for materials along with quantity and exact date of inspection shall be given two weeks in advance only when drawings, type test reports, MQP and all other stage inspections are approved and cleared. Purchaser will come for inspection only when internal routine test reports are furnished one week in advance. If the material is not kept ready for inspection after intimation of the Bidding Document for the Procurement of Goods for Transformer

Section VIII. Special Conditions of Contract 8-9 said quantity then all consequences will be to suppliers account and purchaser will recover the actual expenses of to & fro travelling fares, lodging and boarding charges plus Rs.5000/- per day per employee. Tests and inspections specified in Section VI, Schedule of Supply, shall be carried out at respective locations/final destinations and on delivery dates given in the delivery and completion schedule specified in Section VI, Schedule of Supply GCC 27.1 GCC 27.1 GCC 28.3 The liquidated damage shall be 0.5 % of total contract price per week or part thereof for delay until actual delivery of total order quantity in all respect with associated spares and related services, up to maximum 10% of total contract price. In case the materials are supplied later than the date of contractual delivery schedule, materials may be accepted by the purchaser subject to levy of penalty as per clause no. 27.1 of SCC for Penalty for delivery. In that case, the penalty will be levied from the last date of delivery schedule and up to the material receipt date mentioned in the TRC date. The delivery period will include the time required for pre-dispatch inspection of materials. In order to avoid delay & possible attraction of penalty, 1). The firm has to offer the inspection call 15 days prior to proposed date of inspection and prior to 30 days from the due date of delivery schedule. 2). If above clause No. 1 is fulfilled by firm then any delay in inspection and any delay in issuance of Dispatch instruction, said delay period will not be considered for penalty purpose. 3). However, in case the material is offered for inspection but does not fulfil criteria as per clause No. 1 and does not supply material as per delivery schedule, the same will be considered as delay in delivery and will be liable for penalty as per clause no. 27.1 of SCC. The maximum amount of liquidated damages shall be 10% of total contract price. The period of validity of the Warranty shall be 36 Months from the date of commissioning of last transformer of lot / package OR 42 Months from the last date of delivery of supply of complete lot / package whichever is earlier. For purpose of the warranty, the place of final destination shall be as per Section VI, Schedule of Supply. GCC 28.5 The Supplier shall correct any defects covered by the Warranty within: One month of being notified by the Purchaser of the Bidding Document for the Procurement of Transformers

8-10 Section VIII. Special Conditions of Contract occurrence of such defects. In case the defect is not attended or replacement of material is not received within specified period, then purchaser will take action as per clause no. 28.5 of GCC of Section VII. GCC 30.1 GCC 37 The amount of aggregate liability shall be: 100% of total contract price The successful bidders have to furnish the Bar chart with contact performance guarantee. Bidding Document for the Procurement of Goods for Transformer