CONSULTANCY SERVICES FOR INTERNAL-NOISE ATTENUATION FOR LIGHT UTILITY HELICOPTER

IMPORTANT TERMS AND CONDITIONS

SUBMISSION OF TENDER IN TWO BID SYSTEM: Bidders are requested to submit their proposals in two bid. Bidders to ensure that the price details are not mentioned in the technical bid, failing which such offers will not be considered for evaluation.

The tender is issued through HAL E-procurement portal (eproc.hal-india.co.in) and vendor has to submit their offer through E-portal mode only.

Bidders are requested to submit their proposals (Technical cum non price bid and Price bid separately) online at HAL’s e-procurement portal (eproc.hal-india.co.in or link to e-Procurement through www.hal-india.co.in). Tenders submitted other than e-procurement portal will not be considered and will be rejected (No Hard copies of Technical and Price bid should be submitted). HAL is not responsible for delays / problems faced if any with internet, etc. Hence you are requested to submit the bids on-line well before the tender due date and time.

Vendors should quote for all the line items mentioned in the Tech Specification as called for in the price bid. Incomplete offers generally will not be considered for evaluation. In case for some item/s if offer is not submitted, the specific reason to be indicated by the respective vendor. Acceptance or otherwise of such incomplete offer, will be at the discretion of HAL based on the merits of the case.

When submitting your offer, please ensure that you have responded categorically against each technical / commercial terms. Your compliance / acceptance to each of our terms should be indicated clearly. In case, HAL terms and conditions are not acceptable, you may quote counter terms and conditions. When counter terms and condition of business have been offered by the tenderer, HAL shall not be deemed to be governed by such terms and conditions unless written acceptance thereof has been given by HAL. Any technical clarifications required may be obtained before submission of quotations. No ambiguity / request for changes in price/scope will be entertained after submission of quotation.

Bid submitted by bidder’s authorized dealer/ distributor/ channel partner should accompany with ink signed or scanned copy of ink signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered as unsolicited.

Procedure for obtaining Digital Signature Certificate (DSCs), its installation, procedure for Log in using DSCs and System Requirements documents are available in our e-portal website In case bidders have any problem during download of Tender Documents and Upload of their Bids, they may directly approach HAL Help Desk 24/7 through following. Email: [email protected] Ph: 080-22323697 / 98 You may also put a copy to us on email: [email protected] for follow up at our end.

Late Tender:

Restrictions on procurment from bidders from a country which shares a land border with India:

Bidder’s country which shares a land border with India: Any bidder from a country, which shares a land border with India will be eligible to bid in this tender only if the bidder is registered with the Competent Authority (i.e. the registration committee constituted by the Department for Promotion of Industry and Internal Trader (DPIIT). However, the bidders from those countries (even if sharing a land border with India) to which the Government of India has extended lines of credit or in which the Government of India is engaged in development projects are not required to register with Competent Authority and will be eligible to bid in this tender.

All the participating bidders have to mandatorily submit the relevant certificate as per format attached as ANNEXURE-I A and ANNEXURE-I B (either Type-I or Type-II), at the time of submiting the Technical bid along with their offer.

Bidder from a country, which shares a land border with India, for the purpose of this Order means:- i) An entity incorporated, established or registered in such a country; or ii) A subsidiary of an entity incorporated, established or registered in such a country; or iii) An entity substantially controlled through entities incorporated, established or registered in such a country; or iv) An entity whose beneficial owner is situated in such a country; or v) An Indian (or other) agent of such an entity; or vi) A natural person who is a citizen of such a country; or vii) A consortium or joint venture where any member of the consortium or joint venture falls under any of the above.

Unless otherwise stipulated in the Contract, country of origin of ‘Services’ and related ‘Goods’ under the contract shall have their origin in India or other countries and must conform to the declaration, made by the Supplier in its bid regarding but not limited to any restrictions on certain countries with land-borders with India

The successful bidder shall not be allowed to sub-contract works to any contractor from a country, which shares a land border with India unless such contractor is registered with the Competent Authority.

Purchase Preference Policy :

Please refer Appendix-A for policy details. Provide your compliance to this policy by indicating Complied against this coloumn. In line with Public Procurement (Preference to Make in India), Order 2017 & its amendments issued by Govt. of India & with a view to support the Indian industries, HAL has implemented “Purchase Preference Policy”. The “Purchase Preference” is applicable for the “Class-I Local Supplier” for the goods/services/works covered in this tender subject to the Terms & condition of Purchase preference clause as attached at Appendix-A Type-II. Note: (a) The subject item falls under INDIVISIBLE category. (b) The offers sought from all suppliers i.e. Class-l, Class-II Local supplier only. (d) The margin of Purchase Preference shall be up to 20% only for Class-I Local Supplier. The bidders are requested to go through the same & submit the bids accordingly and provide the compliance for the same.

Self Certification and Auditor Certificate:

Purchase preference to Micro and Small Enterprise (MSEs): Purchase preference will be given to MSEs as defined in public procurement policy for Micro and Small Enterprises (MSEs) Order, 2012 dated 23.03.2012 issued by Ministry of Micro, Small and Medium Enterprises and its subsequent Orders/Notifications issued by concerned Ministry. If the bidder wants to avail the Purchase preference, the bidder must be the manufacturer of the offered product in case of bid for supply of goods. Traders are excluded from the purview of Public Procurement Policy for Micro and Small Enterprises. Relevant documentary evidence in this regards shall be submitted along with the technical bid in respect of the offered product. If L-1 is not an MSE and MSE Seller(s) has/ have quoted price within L-1+15% of margin of purchase preference /price band , such seller shall be given opportunity to match L-1 Price and contract will be awarded to such MSE supplier subject to matching the L1 price (inclusive of duties, taxes and freight & insurance).

Delivery and Passing of Property & Risk:-

Delivery Period :Supplier should stipulate in terms of months from ‘T0’ and the delivery schedule should be adhere to. Supplier should also indicate in the form of a bar chart indicating the details of activities for the elements identified in the cost format and date of completion should also be attached with the quotation.

Bidders to indicate the Delivery Lead time ( as per Tech Spec)

Validity of quote:- Quote should be valid for 270 days from the closing date of the present RFQ.

Price :

Vendor should fill in the Price Format downloaded from e-procurement portal. Prices should not be indicated in any other places. It should be complete in all respects. No subsequent addition/ alteration/ claim will be entertained over and above the quote. Offers without complete information and pricing will be treated as incomplete and will not be considered for further evaluation.

Price quoted should be on F.O.R. Destination basis, for delivery at HAL Stores inclusive of all charges including transit insurance.

Indian Bidder should quote in Indian Rupees only and payment will be made in Indian Rupees.. Offers from Indian Bidders quoting in Foreign currency will not be considered for evaluation.

Bidders should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

The contract prices will be firm and fixed as per contract terms till execution of contract and exclude subsequent claims or price increases of any kind.

IMPORT CONTENT:Vendors should note the following, if exchange rate variation is claimed on the quoted prices: In case the item / product offered by Indian vendor has import content, then the value of import content shall be indicated in the quotation (in FE / INR as the case may be).

Date of Reckoning of Exchange Rate Variation:

Payment Terms:- For NRE/Services & Testing charges etc : 100% payment within 30 days by way of NEFT / RTGS transfer after successful completion and certification duly signed by HAL & vendor for the respective services / NRCs. All payments will be done by way of NEFT / RTGS/ SWIFT Electronic Payment remittance mode. For the purpose of making payments, vendor to provide the following; a) Original Ink signed Commercial Invoice, b) Airworthiness certificate/ Certificate of Conformance / Release Note etc., as applicable c) Acceptance test report (ATR) for system or its components, spares as applicable. d) Any other documents specifically mentioned in the Purchase Order.

For MSMEs & StartUps: For successful MSME / startup vendor, 15% (of the basic price) interest free Advance may be payable against submission of Bank Guarantee of equivalent amount and balance 85% shall be paid within 30 days of receipt and acceptance at our stores. In case advance is not sought, 100% payment will be made within 30 days of receipt and acceptance at HAL stores. In cases of MSEs, vendor to indicate whether they are owned by SC / ST Entrepreneur / Women Entrepreneur HAL is registered on TReDS platform (Trade Receivable Discounting Systems), as being promoted by GOI directives. It is suggested that all the MSME Vendors to take note of the same and consider for registration on any TReDS platform and avail the platform services which is being made available as per Government initiative.

Taxes / Duties: Applicable for Supply of Goods & Services: Indian vendor has to indicate the applicable GST along with relevant HSN code in the price bid. In case, the price bid does not contain the GST elements it would be treated that the indicated price is inclusive of all applicable GST elements.

Goods and Services Tax (GST):

GST Registration Status:

GST Registration Number (15-digit GSTIN):

Composition scheme:

Exemption from Registration:

HSN Code and GST Rate:

TDS for GST: Applicable TDS as per the prevailing guidelines of Government of India will be deducted while making payment. Under section 51 certain percentage of GST i.e. @ 2% of GST (2% IGST (for Interstate) / 1% CGST + 1% SGST for Intra State) to be deducted by the recipient if the contract value is more than Rs.. 2,50,000. TDS will be deducted when • Supplier, place of supply and recipient are in the same state • Supplier as well as the place of supply are in different states TDS will not be deducted if Supplier as well as the place of supply are in same State and the recipient is located in different State . TDS will be deducted at the time of payment or entry on books whichever is earlier.

Tender Evaluation:

The tender will be evaluated on package basis.

Bid with lowest price conforming to the specification will be considered for placement of order.

If two or more bidders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L-1 offer. If same situation prevails then HAL reserve the right to place order on any of them.

Conditional discounts will not be considered in evaluation of tender.

In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened.

Applicability of the Taxes (IGST/CGST etc.) should be explicitly indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

TECHNICAL EVALUATION:

COMMERCIAL EVALUATION: The commercial evaluation shall be carried out based on the total price as indicated at price format. For comparison purpose the prices quoted by the vendors would be loaded with applicable Indian taxes and duties, etc. as applicable at the time of technical bid opening to arrive the total landed cost to HAL. For comparison purpose the quotes indicated therein might be adjusted for non-compliances or partial compliances of commercial terms and conditions as mentioned at appropriate places in this RFQ.

Security Deposit: The Successful vendor shall have to deposit 5% of the value of the order as Security Deposit (to be calculated only on basic cost excluding taxes & duties, if such details are furnished separately in the bid submitted) within 15 days of receipt of the purchase order, by demand draft or bank guarantee in a prescribed format of HAL from a schedule bank in India, valid up to 60 days after the completion of contract period/last supply. This Security Deposit will bear no interest and will be returned only after the contract is completed to the entire satisfaction of HAL. In case, quotes received without indicating the break-up details of GST, ED etc. and order placed subsequently on composite value (without indicating break-up details of taxes & duties) then the Security Deposit to be sought on the composite value (including taxes & duties). a) In case the contract is not executed to the entire satisfaction of HAL the security deposit shall be forfeited, besides initiation of risk purchase action. b) No claim will be entertained against HAL either in respect of interest, if any due on the security deposit or depreciation in value. c) On due performance and completion of the contract in all respects, the security deposit will be returned to the vendor, without any interest, on presentation of absolute “No Demand Certificate” and upon return in good condition of any specifications, drawings, samples or any other property belonging to the purchaser, which may have been issued to the vendor Note: For bidders who do not agree to submission of Security Deposit, the quoted price will be increased by 5% and such enhanced quote will be used for price comparision with other bidders.

Product Support/ Obsolescence: Considering that the requirement is spread over years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 30 years. In case of obsolescence, bidder should intimate HAL at least 3 years in advance about obsolescence and should also absorb the cost for overcoming the obsolescence and provide continuous support for the next 30 years. HAL may be requiring various spares for the offered system/item in future. Exact requirement for the spare requirement will be intimated separately. Bidder to confirm that the cumulative price of all spares of item/system should not increase the unit cost of the item/system.

Requirements of ISO 14001:2015; Environmental Management System (EMS): I. Information about potential significant environmental impacts associated with transportation, delivery, use, end-of-life treatment and final disposal of its products and services may be provided II. It is desired that Environmental Friendly Materials, Systems and Processes are used with the lifecycle perspective to have minimal impact on the Environment while delivering the product/service

Requirements of ISO 45001:2018 Standard: The vendor/Supplier/ contractor shall ensure requirements with respect to ISO 45001:2018 standard guidelines clause A 8.1.4. This includes equipment’s, installations and materials are safe for use by workers as intended by ensuring: -equipment is delivered according to specification and tested to ensure it works as intended -installations are commissioned to ensure they function as designed -materials are delivered according to their specifications -any usage requirements, precautions or other protective measures are communicated and made available (E.g. Safety instructions, Hazard communication Symbols, SDS, Etc.)

INSPECTION-QUALITY ASSURANCE – ACCEPTANCE:

All Technical Documents related to Certification, although not expressly covered in the Tender, but become necessary for certification will have to be provided by the vendor free of cost. Details of the documents to be provided will be discussed mutually. All documents shall be in English language.

airworthiness certificate and other related certificates issued by government certification agencies or other authorized agencies need to be supplied along with all deliverables made under the contract.

HAL will carry out inspection in its premises as per the supporting documents provided by the Vendor. Deviations/Defects noticed on inspection will be intimated to the Vendor for free replacement/rectification action as necessary. Acceptance of the deliverables will be issued by HAL only after all such deviations and defects are eliminated by the vendor. If any stores are rejected, vendor to re-submit stores in replacement of those rejected within a time specified by HAL, the vendor bearing the cost of freight in such replacement without being entitled to any extra payment:

Stores/ Goods supplied shall be of the best quality and workmanship. Vendor shall comply with the contract in all respects be to the satisfaction of HAL. Where tenders are called for in accordance with ‘particulars’, the contractor’s tenders 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 no claim on his part which may arise on account of non-examination or insufficient examination of the ‘particulars’ will in any circumstances be considered. The vendor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly specifi ed in the contract. The Stores/ Goods supplied shall conform to the standards mentioned in the Technical Specifi cations, or, where no applicable standard is mentioned, to the authoritative standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the concerned institution.

Vendors need to : - follow a quality management system; - use HAL designated or approved external providers, including process sources (e.g., special processes); − notify HAL of nonconforming processes, products, or services and obtain approval for their disposition; − prevent the use of counterfeit parts: The Vendor shall plan, implement, and control processes, appropriate to the organization and the product, for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to HAL. − notify HAL of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the HAL’s approval; − flow down to external providers applicable requirements including HAL requirements; − provide test specimens for design approval, inspection/ verification, investigation, or auditing; − retain documented information, including retention periods and disposition requirements; - to ensure that their persons are aware of: their contribution to product or service conformity their contribution to product safety the importance of ethical behaviour

HAL or its customers and regulatory authorities shall have the right to access to the applicable areas of all facilities of vendor, at any level of the supply chain, involved in the order / contract and to all applicable records.

Inspection, Consequences of Rejection: The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s decision as regards acceptance/rejection of goods shall be final and binding between the parties. (In case of Plant & Machinery, goods shall be finally inspected & accepted only after successful commissioning) If any stores are rejected, then HAL shall be at liberty to: a) Either: i) Allow the contractor to re-submit stores in replacement of those rejected within a time specified by HAL, the contractor bearing the cost of freight in such replacement without being entitled to any extra payment, (or) ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the contractor without effecting the contractor's liability as regards the supply of any further consignments due under the contract, (or) (iii) Terminate the contract and recover from the contractor the loss HAL may thereby incur. The contractor shall not be entitled to any gain on the repurchase,

Modification:- Modifications, updates, etc. done to the hardware, software or documentation related to the deliverables under the contract at any point of time during or after the validity of the contract shall be promptly intimated to HAL for ensuring that such changes are incorportaed in the products delivered under this contract as well.

Language: All correspondence between the Parties, as well as all documentation, manuals, software listings and other writings, in connection with this Contract shall be in the English Language.

Liquidated Damages:- In the event that any supply under the PO/contract is delivered later than agreed schedules in the PO/contract, liquidated damages will be payable / deducted from Invoice equal to 0.5% for every week of delay or part thereof on the delayed portion of the order subject to a maximum of 10% of the value of the delayed item. In case of bidders not agreeing for LD clause or willing to accept a maximum percentage which is less than 10%, then, 10% of the quoted price or the difference in value between 10% of the price and the maximum agreed by the vendor will be added to the actual quote submitted by the vendor for comparision with other bidders in order to determine the lowest bidder.

Others

Please indicate approximate net weight of each of the item and gross weight and dimension of the package to enable HAL to determine the mode of dispatch.

Please indicate in your tender, whether stores newly manufactured are offered. Where newly manufactured stores are offered and on inspection it is found that reconditioned stores or parts have been used, such stores will be rejected at the contractor’s risk and expense.

Vendor should confirm that they are the original manufacturer of the stores referred to in this contract and has not engaged any individual or firm whether Indian or foreign whatsoever, to intercede, facilitate or in any way to recommend to the Government of India or any of its functionaries, whether officially or unofficially, the award of the contract to the seller nor has any amount been paid or intended to be paid to any such individual or intended to be paid to any firm in respect of any such intercession, facilitation or recommendation, vendor accepts that if it is established that the present declaration is in any way incorrect and if at any later stage it amount/commission to such individual/firm, vendor will be liable to pay the similar amount to HAL for engaging such individual/firm and making the payment as commission. In addition, vendor will also be debarred from entering into any supply contract with the Ministry of Defence, Government of India for a minimum period of 5 years. Vendors shall also consider cancellation of the contract without any entitlement or compensation to vendors who shall also be liable to refund all payments made by HAL in terms of the contract along with the interest at the London Inter-Bank Offer Rate (LIBOR).

The supplier should ensure that manufacturer batch no. is indicated on all the materials supplied.

Vendor shall provide the information about potential significant Environmental impacts associated with transportation, delivery, use, end-of-life treatment and final disposal of the products and services.

It is desired that Environmental Friendly Materials, Systems and Processes are used with the life cycle perspective to have minimal impact on the Environment while delivering the product / service.

HAL reserves the right to cancel the tender without assigning any reasons thereof. The decision of HAL is final in this regard.

Any order, resulting from the enquiry, shall be governed by the General Terms and Conditions of Contract of HAL and any party quoting against this enquiry shall be deemed to have read and understood these terms and conditions and to have quoted subject to these terms and conditions (Enclosed).

When counter terms and conditions have been offered by a tenderer, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

Any terms & conditions which has not been the part of the bid or Purchase Order, if put forward in subsequent correspondence, shall not be considered by HAL.

Disregard of any instructions, may result in your offer being ignored.

Canvassing by tender form, including unsolicited letter on tender submitted or post tender corrections shall render their tenderers liable for rejection.

Deliveries, Consequences of Breach:

EXIT CLAUSE Exit criteria: The contract/order may be terminated under the following circumstances: i. In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with three month’s advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller has engaged in unethical practices, they shall be barred from participating in the future contracts with HAL for a period of three years. ii. If there is change in Buyer requirement, contract shall be terminated with three months' advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party, the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully takes over the balance work. b) Transfer title and deliver all or any part thereof of the supplies, materials, work-inprogress, finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of two years from the date of such termination. iii. The Seller is declared bankrupt or becomes insolvent. iv. The delivery of material is delayed due to causes of Force Majeure by more than six months). v. Based on the decision of the Arbitration Tribunal.

Termination for Default of Seller or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Supplier, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Supplier is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal f) In case any part of the Order is subcontracted by the Supplier without prior permission of HAL. g) If the performance of the Supplier is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Supplier will be allowed.

INSOLVENCY: Supplier enters into liquidation, whether compulsory or voluntary (other than amalgamation or reconstruction with another party taking over all its rights as well as commitments) or becomes insolvent or suffers a receiver of the whole or part of its asset to be appointed, i) Shall forthwith notify the same to HAL and the HAL shall have the right without prejudice to his other rights or remedies to terminate the unexecuted part of this Contract. ii) In such an event, HAL shall become entitled forthwith to get the refund within 30 days of all the advance payments received by Supplier and expenditure incurred by as a part of its obligations under this contract it has not fulfilled. In such an event if applicable, Supplier is liable for return of any materials/items (including drawings, designs etc) to HAL, which are held at his end as a part of the obligations under this contract

Indemnity against Patent rights:- The successful bidder/Supplier shall defend, indemnify and hold HAL harmless from and against all actions, causes of action, liabilities, claims, suits, judgment, liens, awards, damages of any kind and nature whatsoever and expenses and costs of litigation to the extent such claims arise out of infringement of any IPR, patent, copyright, trademark or involve wrongful use of trade secret or confidential information or negligence attributable to the Supplier.

Appropriation: Whenever under this contract any sum of money is recoverable from any payable by the contractor, HAL shall be entitled to recover such sum by appropriating in part or whole by deducting any sum then due or which at any time thereafter may become due to the contractor in this or any other contract entered by HAL as a whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should this sum be not sufficient to cover the full amount recoverable, the contractor shall pay to HAL on demand the remaining balance due.

RISK PURCHASE: The Supplier will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms and conditions of respective orders. In case the Supplier fails to execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by the Supplier.

Right of Sale and Utilization-Export License/Reexport Permission:

As the requirement is for Military/Civil application a specific confirmation from Bidders/Sellers on availability of export license from their respective Government should be provided and a copy of such relevant permission / license issued may be enclosed.

Bidders /Suppliers shall be required to obtain and maintain all Export/Import licences and permits etc., as the case may be, required for performing supplies against this tender. Obtaining export licence and timely availability shall be entire/sole responsibility of the Bidders/Suppliers, which forms a part of obligations of the contract. However any unforeseen delay should be promptly informed to HAL with proper justification. If End user certificate is required from HAL, the format of the same may be enclosed with this offer.

Bidders/Suppliers may indicate status of export permit based on the present rules/ regulations of their respective country and normal time frame for obtaining such export permission if an order is placed in near future and the said time frame should be covered within the delivery schedule indicated.

Bidders/Suppliers should also confirm that necessary clearances are available from their Governmental authorities regarding the sharing of technical data required for integration purposes with other vendors of Aircraft /Helicopter on a need to know basis.

Clearance in unequivocal terms also needs to be accorded regarding export of the equipment fitted as a part of the military and civil variant Aircraft /Helicopters, spare LRUs, modules & components and service support when such activities are undertaken by HAL India to other countries. Reservations if any may be specifically indicated as a part of the technical Bid.

Thus Bidders/Suppliers to confirm that there are no restrictions for exporting HAL Aircraft/helicopters to any country, fitted with the LRU/Systems/items offered/supplied by them.

Buyer will have exclusive worldwide sale and support right for all supplies under contract if specifically developed and funded by HAL. Any enquiry received on such equipment shall be directed to Buyer and Bidder/Seller will not directly sell / support / service without prior concurrence of Buyer. For all development orders all the Intellectual Proprietary Rights (IPR) will rest with Buyer.

The prices to be quoted by Bidders/Sellers for exports should be competitive in international market scenario.

In case of grant of Rights for Transfer of Technology (ToT) to Buyer for manufacture and/ or Repair and Overhaul (RoH), then Buyer will have exclusive rights for worldwide sale of the Aircraft / Helicopter incorporating the items/LRU Systems manufactured/ Repaired & Overhauled under ToT.

Confidentiality:- For the purpose of this Tender / Contract / Agreement, the Bidder / Contractor / Supplier shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder / Contractor / Supplier agrees to use HAL’s data only for the purpose under this Contract, restrict disclosure to any person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder / Contractor / Supplier should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of Tender / Contract / Agreement or early termination of Contract / Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder / Contractor / Supplier shall be treated, as a material breach of this Tender / Contract / Agreement. The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract / Agreement.

IPR CLAUSE:

Seller agrees that HAL shall be the sole owner of all intellectual property (IP) generated in the performance of this Contract by or on behalf of Seller with the aid of either funding and/ or technical inputs from HAL (hereinafter referred to as ‘Foreground IP’). If applicable and to the extent that seller sub-contracts performance of any part of the contract, the seller shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Seller hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Seller shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Seller shall assist HAL in registering the Foreground IP in favour of HAL.

Seller grants to HAL an irrevocable, non-exclusive, world-wide, royalty-free license to sell, offer for sale, use, execute, release, disclose, and distribute the developed supplies/ services/ products, which may contain Background IP. Background IP shall mean and include all pre-existing inventions and IP necessary for HAL to exercise its rights to Foreground IP.

Seller shall indemnify and protect at its own cost, HAL in respect of cost/ claims/ liabilities (including attorney’s fees and associated costs of legal proceedings) arising from any violation of Intellectual Property Rights of any third party with respect to supplies/ services provided by seller. If HAL or HAL’s customer/s are unable to put to use the supplies/services or a portion thereof as a result of violation of the Intellectual Property of any third party, Seller shall within reasonable time at seller’s own cost either, i. Procure for HAL and HAL’s customer/s the right to continue using the supply /service or, ii. Replace or modify the supplies/ services so that it becomes non-infringing or, iii. Compensate HAL the amount equivalent to the cost of supplies procured /to be procured, development cost already paid to seller and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof.

In case the supplier receives a requirement/ request for supply or repair of deliverables of this contract directly from any third party including HAL’s customers, such request shall be forwarded to HAL. Intellectual property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specification, process information, reports and documented information; and computer software (including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

Conflict of Interest: Any bidder having a conflict of interest, which substantially affects fair competition, shall not be eligible to bid in this tender. Bids found to have a conflict of interest shall be rejected as nonresponsive. A bidder in this Tender Process shall be considered to have a conflict of interest if the bidder: a) directly or indirectly controls, is controlled by or is under common control with another Bidder; or b) receives or have received any direct or indirect subsidy/ financial stake from another bidder; or c) has the same legal representative as another bidder for purposes of this bid. A Principal can authorize only one representative, and the representative also should not represent or quote on behalf of more than one Principal. However, this shall not debar more than one Authorised distributor from quoting equipment manufactured by an Original Equipment Manufacturer (OEM), in procurements under Proprietary Article Certificate; or d) has a relationship with another bidder, directly or through common third parties, that puts it in a position to have access to information about or influence the bid of another Bidder or influence the decisions of the Procuring Entity regarding this Tender process; or participates in more than one bid in this tender process; or

Participation in any capacity by a Bidder (including the participation of a Bidder as sub-contractor in another bid or vice-versa) in more than one bid shall result in the disqualification of all bids in which he is a party. However, this does not limit the participation of a non-bidder firm as a sub-contractor in more than one bid; or f) would be providing goods, works, or non-consulting services resulting from or directly related to consulting services that it provided (or were provided by any affiliate that directly or indirectly controls,is controlled by, or is under common control with that firm), for the procurement planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of Reference (ToR)/ Activity Schedule/ schedule of requirements or the Tender Document etc.) of this Tender process; or g) has a close business or family relationship with a staff of the Procuring Organization who: i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of bids; or ii) would be involved in the implementation or supervision of resulting Contract.

PENALTY FOR USE OF UNDUE INFLUENCE :- Vendor undertakes that he has not given, offered or promised to give, directly or indirectly any gift, consideration, reward, commission, fees, brokerage or inducement to any person in service of HAL or otherwise in procuring the Contract or forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of the Contract or any other Contract with the Government for showing or forbearing to show favor or disfavor to any person in relation to the Contract with the Government. Any breach of the aforesaid undertaking by Vendor or any of its employees or anyone acting on its behalf (whether with or without the knowledge of Vendor) or the commission of any offence by Vendor or anyone employed by him or acting on its behalf, as defined in Chapter IX of the Indian Penal Code, 1860 or the prevention of Corruption Act, 1947 or any other Act enacted for the prevention of Corruption shall entitle HAL to cancel the Contract and all or any other contracts with the vendor and recover from the vendor the amount of any loss arising from such cancellation. A decision of HAL or its nominee to the effect that a breach of the undertaking has been committed shall be final and binding on Vendor. Giving or offering of any gift, bribe or inducement or any attempt to any such act on behalf of Vendor towards any officer/employee of HAL or to any other person in a position to influence the decision of HAL, directly or indirectly or any attempt to influence any officer/employee of HAL for showing any favor in relation to this or any other contract, shall render the Vendor to such liability/penalty as HAL may deem proper, including but not limited to termination of the Contract, imposition of penal damages, forfeiture of the Bank Guarantee and refund of the amounts paid by HAL

Bribes and Gifts: Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or his parties, agent or servant or any one on his or their behalf to any officer, servant, representative or agent of HAL or any person on his or their behalf in relation to the obtaining or to the execution of this or any other contract with HAL shall in addition to any criminal liability which the Vendor may incur, subject to the Vendor to the cancellation of this and all other contracts with HAL and also to payment of any loss or damage resulting from any such cancellation thereof. Any question or dispute as to the commission of any offence under the present clause shall be settled by HAL in such manner and on such evidence or information as they may think fit and sufficient and their decision shall be final and conclusive.

IMMUNITY TO GOVERNMENT OF INDIA:- It is understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles of Contract Law. The vendor shall agree, acknowledge and understand that HAL is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, vendor expressly waives, releases and foregoes any and all actions or claims against the Government of India arising out of this contract, not to sue the Government of India as to any manner, claim, cause of action or thing whatsoever arising out of or under this agreement.

Agent / Agency Commission:- The seller confirms and declares to the buyer that the seller is the original manufacturer or authorized distributor / stockiest of original manufacturer or Govt. Sponsored / Designated Export Agencies (applicable in case of countries where domestic laws do not permit direct export by OEMS) of the stores referred to in this offer / contract / Purchase order and has not engaged any individual or firm, whether Indian or Foreign whatsoever, to intercede, facilitate or in any way to recommend to Buyer or any of its functionaries, whether officially or unofficially, to the award of the contract / purchase order to the Seller; nor has any amount been paid, promised or intended to be paid to any such individual or firm in respect of any such intercession, facilitation or recommendation. The Seller agrees that if it is established at any time to the satisfaction of the Buyer that the present declaration is in any way incorrect or if at a later stage it is discovered by the Buyer that the Seller has engaged any such individual / firm, and paid or intended to pay any amount, gift, reward, fees, commission or consideration to such person, party, firm or institution, whether before or after the signing of this contract / purchase order, the Seller will be liable to refund that amount to the Buyer. The Seller will also be debarred from participating in any RFQ / Tender for new projects / program with Buyer for a minimum period of five years. The Buyer will also have a right to consider cancellation of the Contract / Purchase order either wholly or in part, without any entitlement or compensation to the Seller who shall in such event be liable to refund all payments made by the Buyer in terms of the Contract / Purchase order along with interest at the rate of 2% per annum above LIBOR (London Inter Bank Offer Rate) (for foreign vendors) and Base Rate of SBI (State Bank of India) plus 2% (for Indian vendors). The Buyer will also have the right to recover any such amount from any contracts /Purchase order concluded earlier with Buyer.

Fall Clause: i) The prices charged for the stores supplied under the contract by the Vendor shall in no event exceed the lowest price at which the Vendor sells the stores or offers to sell stores of essentially identical description or specification to any persons/organizations including the purchaser of any Department of the Government of India or any Department of the Indian State Governments or any Public undertaking of the Central or State Governments, as the case may be during the period till the performance of the supply order against the order/contract is completed. ii) If at any time during the said period, the Contractor reduces the sales prices, sells or offers to sell such stores to any person/organization as mentioned above at a price lower than the price chargeable under the present order/contract, the contractor shall notify HAL of such reduction/sale or offer of sale and the price payable under the present contract for the stores supplied after the date of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

Settlement of Disputes and Arbitration:-

All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this Contract or the breach thereof shall be settled by Arbitration in accordance with the Rules of Arbitration of the Indian Council of Arbitration or International Centre for Alternative Dispute Resolution (ICA/ICADR) and the award made in pursuance thereof shall be binding on the parties. The provisions of the Arbitration and conciliation Act 1996 or any statutory modifications thereof shall apply to such legislation.

Applicable only for DPSUs or PSUs: In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations (excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such disputes or differences shall be taken up by either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No. 05/0003/2019-FTS-10937 dated 14- 12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties.

Applicable only for MSEs: The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996 and its statutory modifications thereof.

Supply and Payment during Arbitration: Supply under the contract shall if reasonably possible continue by mutual agreement during the Arbitration proceedings and no payment due to or payable by HAL, will be withheld without reasonable cause and merely on account of the pendency of such proceedings.

SHORT CLOSURE OF CONTRACT:- HAL reserves the right to short close this contract with three month prior notice to the vendor at any time during the tenure of the contract. The financial settlement entailed by such action shall be finalized based on the principle of equitable price adjustment and shall be based on discussions and mutual agreement.

Jurisdiction:-The competent Court at Bangalore, India shall only have Jurisdiction to deal with and decide any legal matter whatsoever arising on account of formulation or execution of this Contract.

Applicable Law:- The contract shall be governed by and interpreted in accordance with the laws of the Republic of India.

Non Assignment to third Party:Vendor shall not be entitled without HAL’s consent to assign or transfer to a third party all or part of the benefi ts or obligations under this contract.

Parallel Arrangement:

Non-disclosure Agreement:

Non-conformities between Figures and Words: In case of non-conformities/errors are observed in responsive tenders between the quoted prices in figures and in words. This situation normally does not arise in case of e-Procurement. This should be taken care of in the manner indicated below: i) If, in the price structure quoted for the required goods, there is discrepancy between the unit price and total price (which is obtained by multiplying the unit price by the quantity), the unit price shall prevail and the total price corrected accordingly; ii) If there is an error in a total corresponding to the addition or subtraction of sub-totals, the sub-totals shall prevail and the total shall be corrected; and iii) If there is a discrepancy between words and figures, the amount in words shall prevail. Such a discrepancy in an offer should be conveyed to the bidder asking him to respond by a target date and if the bidder does not agree to HAL's observation, then the bid is liable to be rejected.

SUPPORTING ADDITIONAL DOCUMENTS: The Bidder/s agrees to submit such document/s like submission of Integrity Pact / supporting additional documents etc., if required or as called for in RFQ, subsequent to opening of the Bid and before finalizing the contract or PO, depending upon the then circumstances and decision of HAL. Any failure to submit such document/s or Integrity Pact in HAL given format, shall amount to rejection of the bid, which decision shall be at the discretion of HAL.

Police verification : (wherever applicable) In case Installation & Commissioning/Services takes more than 3 days, suppliers are required to obtain police verification of their personnel attending the work. In case this clause is not complied, it will be understood that Installation & Commissioning/Services will be completed in 3 days. HAL cannot entertain further claims in this regard.

Vendor contact Details for future communications. Name: Designation: Mobile: Landline: Email: Contact details of the Head of the Company: Name: Designation: Mobile: Landline: Email:

Any query related to tender (like due date extension, technical clarification, etc.) needs to be sent to HAL directly. The name and contact details of HAL personnel to whom queries related to tender to be sent are as below:- DGM (IMM) Rotary Wing Research & Design Centre, Hindustan Aeronautics Limited, Marathahalli Post, Bangalore - 560017 Ph: 080 - 2232 7191 / 7253 Fax: 080 - 2231 3184 E-mail: [email protected]

DESCRIPTION

EXPERIMENTAL ROOT CAUSE FOR NOISE ATTENUATION FOR LUH

COMPUTATIONAL ANALYSIS (FEM, SEA, VIBROACOUSTIC) FOR NOISE ATTENUATION FOR LUH

MODIFICATION SOLUTION FOR NOISE ATTENUATION FOR LUH

other's if any (Please Specify)

other's if any (Please Specify)

other's if any (Please Specify)

other's if any (Please Specify)

DESCRIPTION

DESCRIPTION

DESCRIPTION

DESCRIPTION

Rate per Man day of technical assistance (inclusive of technical fees, accommodation and other charges with exclusion of only air fare) at 2025 price level for availing technical assistance beyond the scope of contract as specified, which option may be exercised by HAL based on requirements during various phases of the programme. (Air fare would be reimbursable on submission of invoice based on actual expenditure).

Rate per Man day for Training at HAL (inclusive of technical fees, accommodation and other charges with exclusion of only air fare) at 2025 price level for availing training beyond the scope of contract as specified, which option may be exercised by HAL based on requirements during various phases of the programme. (Air fare would be reimbursable on submission of invoice based on actual expenditure).

Rate per Man day for Training at Vendor’s works at 2025 price level for availing training beyond the scope of contract as specified, which option may be exercised by HAL based on requirements during various phases of the programme

ENCLOSURE-IA

ITEM DESCRIPTION

EXPERIMENTAL ROOT CAUSE FOR NOISE ATTENUATION FOR LUH

COMPUTATIONAL ANALYSIS (FEM, SEA, VIBROACOUSTIC) FOR NOISE ATTENUATION FOR LUH

MODIFICATION SOLUTION FOR NOISE ATTENUATION FOR LUH

Class-I local supplier means a Supplier or Service Provider, whose goods, services & works offered for procurement, has local content equal to or more than 50%.

Class-II local supplier means a Supplier or Service Provider, whose goods, services & works offered for procurement, has local content equal to or more than 20% but less than 50%.

Local content: Local content means the amount of value added in India (i.e.indigenous items/services added in the offered products/services/works) be the total value of the item offered (excluding net domestic indirect taxes) minus the value of imported c

Purchase Preference, as detailed at Enclosure-A, is applicable only to Class-I local supplier. In case of non-submission of ‘Certificate as stipulated’, the purchase preference shall not apply.

A copy of ink-signed certificate should be uploaded along with technical bid in e-portal and original certificate should reach us within 15 days of due date of tender otherwise the purchase preference will not be applicable for the said offer.

The offer/bid received without indicating the percentage of local content will not be considered & rejected.

Requirements

Vendor shall have prior experience in Helicopter internal Noise Attenuation studies and experimentation

Vendor shall have carried out Helicopter internal Noise Attenuation work for Helicopter OEM's in India or abroad

Vendor shall have 3D Acoustic cameras for on board noise capture and have team of experts to Analyse the results and carryout computational analysis to compute noise levels at low freq, mid freq and high freq using various software tools like FE, CFD, statistical energy analysis.

PART-B (COMPLIANCE TO TECHNICAL SPECIFICATION)

INTRODUCTION

OBJECTIVE AND SCOPE OF WORK

SCOPE OF WORK DETAILS

Vendor shall instrument and map the internal noise (Frequency & signature analysis)of the Ll.JH using 3D acoustic camera during ground run and in flight at various altitude and speed

Vendor shall also carryout Panel Contribution Analysis, FRF analysis & Experimental Modal Analysis to identify the source, transfer functions, reverberation characteristics.

Vendor shall provide detailed report of the experimental testing and identify the ocations which are contributing towards the higher noise levels inside the cabin and cockpit.

Post flight test measurements and on ground experimental result outcome, vendor shall carryout computation analysis of LIJH model to calculate the low, mid and high frequency range noise and correlate it with the flight test results.

HAL will provide the required CAD, FE and CFD model of LUH

Vendor shall identify the Transfer path from noise source to the cockpit and cabin.

Vendor shall carryout the modal, panel, grid, energy contribution analysis to work oui an optimum solution lc.J achieve line target alienualion.

Based on the outcome of the task 01 and 02, vendor shall provide optimised solution towards noise attenuation.

The solution shall be "implementable without any major modifications,

The solution can be structural based or machinery based or target location based light weight suitable noise absorption material.

CONSULTANCY TIMELINES

The time ines for the three tasks are 21 weeks after placement of the contract.

Vendor shall quote separately for each of the three tasks,

DELIVERABLES

Detailed report ofthe experimental testing with root cause analysis

Analytical prediction report along with prediction model studied.

Report for suitable design improvements towards noise level attenuation

PART-C

Delivery leadtime

A. PO placement: T0 B. Helicopter allotment for experimental root cause study: T1 C. Experimental root cause analysis -test on the Helicopter: T1+ 30 DAYS D. Inputs for Computational Analysis From HAL: T1+45 DAYS E. Computational analysis:- i. phase 1-T1+75 DAYS ii Phase 2-T1+105 DAYS iii Phase 3-T1+120 DAYS F. Modification Solution- T1+145 DAYS

Roles & responsibilities of Vendor & HAL

HAL RESPONSIBILITY

Provide helicopter for experimental testing

Provide basic helicopter related inputs for carrying out the simulation studies.

VENDOR RESPONSIBILITY

Instrumentation, Software for Experiments, Hardware For Experiments, Report Delivery, Results Analysis, Simulation And Analysis, Improvements Based On Experiment And Results