Supply of Two Wheelers with Standard Accessories, Statutory and Essential Charges

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division Marathahalli Post Bangalore - 560 037 INDIA

Name of Work: Supply of Two wheelers

Tender Ref No.: HC/ACD/IMM/PUR1/MC1IR-1063/RT/25

Name of the Vendor/ Firm:

Your Quotation Ref No.:

General Instructions: 1. The price bid should be complete in all respects and inline with the format given below. 2. Bidder has to quote compulsorily for all the prices below. 3. The sum total will be basis of evaluation. 4. Loading factor as mentioned in Part II will be applicable for commercial evaluation.

Please indicate the Currency <Mention Here>

SL. NO. Description / Part Number Qty (X) Unit of Measurement Unit Rate (Y) Total Basic Price Z= X*Y Taxes (P) Total Amount (R=Z+P) HSN code /SAC Delivery Time required after placement of order.

A1.1 Cost for Supply of Two wheelers as per Part I Scope of Work 10.00 nos

A1.2 Registration charges

A1.3 Road Tax charges

A1.4 Insurance charges

A1 Sub-Total (A1 =A1.1 +A 1.2 + A1.3 + A1.4)

A2.1 Freight, if any

A2.2 Packing Charge, if any

A2.3 Forwarding Charge, if any

A2 Sub-Total (A2 =A2.1 +A 2.2 + A2.3)

A Total (A = A1 + A2)

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division Marathahalli Post Bangalore - 560 037 INDIA

APPLICATION & CHECK LIST FOR SUBMISSION (BID FORM )

Name of Work: Supply of Two Wheelers.

Tender Ref No.: HC/ACD/IMM/PUR1/MC1IR-1063/RT/25

Name of the Vendor/ Firm:

Your Quotation Ref No.:

GENERAL INFORMATION

Sl No Description Details

1 Name of the Individual / Firm / Company: * Mandatory

2 Type of ownership

3 Details of Constitution or Legal Status such as certificate of incorporation, shops and establishments, etc..

4 Address for correspondence:

5 Name and Address on which PO should be placed:

5a GSTIN * Mandatory for Indian Bidders

6 Contact details:

Contact person name

Ph. No. with country / STD code

FAX No. with country / STD code

7 Registered Contractor

If Registered Contractor with HAL/ Other organisation Yes/ No

Registration No.

Name of Authorized Signatory:

Note: 1. Indian Bidders: Along with the quotation, please submit a scanned copy of the attached ECS Mandate form, duly certified by the bank. The original should be sent to our office through post/courier. 2. Foreign Bidders: Along with the quotation, please submit a scanned copy of the SWIFT details, duly certified by the bank. The original should be sent to our office through post/courier.

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division Marathahalli Post Bangalore - 560 037 INDIA

Scope of Work (Technical Bid)

Name of Work: Supply of Two Wheelers.

( No Prices should be mentioned in this document)

Tender Ref No.: HC/ACD/IMM/PUR1/MC1IR-1063/RT/25

Name of the Vendor/ Firm:

Your Quotation Ref No.:

Sl No Technical (Scope of work) Specification Qty Vendor's Compliance

A Supply of Two Wheelers. 10 Nos

Sl No Description Essential / Desirable Vendor's Compliance

1 Type of the Vehicle - Scooter Essential

2 Transmission - Automatic Essential

3 Vehicle Engine Capacity (cc) - 109.0 - Or higher Essential

4 Engine Type - Single cylinder 4 stroke air cooled Essential

5 Type of fuel -Petrol Essential

6 Vehicle Starting - Kick and Self Start Essential

7 Type of Vehicle Tyre - Tubeless Essential

8 Vehicle Emission Complaince as per latest Emission Norms - BS-VI Essential

9 Warranty Time (Months) - minimum 36 months Essential

10 Vendor should quote for supply of vehicle including the cost of statutory and essential charges like RTO, Insurance, Hypothecation, Cess, Smart card, Handling and other charges Desirable

11 A protective headgear is to be provided as per CMVR 1989,Rule 138 (4) (f) and included in the supply. Desirable

12 Delivery: Item to be preferably delivered to Aerospace Composites Division-HAL, Bangalore. Desirable

13 Color: Vendor has to mention available color option for selection during quotation and/or before supply. Desirable

14 Documentation: Supplier has to provide the following documents with supplies: Registration documents, Insurance policy & other documents applicable as per Sl.no.10 Desirable

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division Marathahalli Post Bangalore - 560 037 INDIA

COMMERCIAL TERMS & CONDITIONS ( No Prices should be mentioned in this document)

Name of Work: Supply of Two Wheelers.

Tender Ref No.: HC/ACD/IMM/PUR1/MC1IR-1063/RT/25

Name of the Vendor/ Firm:

Your Quotation Ref No.:

Sl No Description Vendor’s Compliance

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

2 Applicable Taxes : Applicable tax chargeable should be clearly indicated in the offer / bid as inclusive in the price quoted or extra. If not indicated, HAL will assume that the rates quoted are inclusive of taxes.

3 Quantity : a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished.

b) HAL reserves the right to order quantity less than indicated in the enquiry /quoted for by bidder, at the prices quoted, without any reference to the bidder.

4 Validity of the Quotation : Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 180 days from the closing date of enquiry.

5 Tender Due Date : Quote is to be submitted within the due date and time.

6 a. Submission of bids : Through Email/post/ courier/ hard copy/ manual mode/ drop in the tender box on or before the due date and time specified in the tender.

b. Any change in bids after the "Due Date & Time of Bid-Submission" of Tender is not allowed.

c. Bidders are advised, in their own interest, to ensure that their bids are submitted well before the "Due Date & Time of Bid-Submission" of the Tender. HAL shall not be responsible if bidder is not able to submit the bids with in due date and time.

d. Bidder should be the Original Equipment Manufacturer (OEM) / OEM Authorized distributor intended to be bought through this quotation. OEM certificate (Self declaration certificate) / OEM Authorized Distributor Certificate has to be submitted by the bidder along with the quotation.

7 Late Tender : a. ACD-HAL will not entertain any bids (Technical bid and price bid) received after the tender due date and time. Division can take a decision to extend the closing time in the form of corrigendum to the Tender, as and when deemed necessary.

b. HAL reserves the right to reject late or incomplete offer.

8 Tender Evaluation: a. Tender will be evaluated as per price bid Part III. i) In case of bidder does not agree for LD clause, the maximum LD amount / to the extent not agreed LD value, will be loaded in the Comparative Statement:-((10-L)*Q/100), to determine the successful bidder . ii) In case bidder does not agree for submission of Performance Bank Guarantee / retention of equivalent amount, the offer will be summarily rejected. iii) In case bidder does not agree for submission of Security Deposit, loading will be carried out as per following formula while preparing Price comparative statement :- S% OF Quoted value. - (S%*Q/100) [S= Security Deposite (SD factor)] iv) If bidder does not agree for warranty as per our RFQ, loading will be carried out as per following formula while preparing Price comparative statement :- 0.03*Q*(WR-WQ)/12; WR-WARRANTY IN MONTHS AS PER RFQ; WQ-WARRANTY OFFERED IN MONTHS ; Q-QUOTED PRICE. v) In case, the bid is Ex-works for local bidder:- 0.02*Q; Q-QUOTED PRICE shall be loaded for commercial evaluation.

vi) In case of payment against delivery the loading factor considered for evaluation ((X/100)*Q*R/12)*0.02 (X% AGAINST DELIVERY), Q is quoted rate, R is annual LIBOR/MCLR. vii) In case of advance payment terms,the loading factor considered for evaluation is:- ((T/ 12)*(R+2)/100*QA); T-LC/Advance duration in Months as per PO; R is annual LIBOR/MCLR; QA-Extent of Advance payment in Quoted price.

b. 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.

c. Conditional discounts will not be considered in evaluation of tender.

d. Please indicate in your bids, 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.

e. Please furnish list of similar equipments supplied in HAL or anywhere in India with customer’s full address, value and telephone/telex etc. (if applicable)

f. Quotation should accompany the detailed catalogues and literature.

g. Vendor should confirm that they are the OEM 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)

h. Quotation should be free from correction, over-writing, using correcting fluid etc.

i. HAL is not bound to accept the lowest or any quotation and reserves the right of accepting the whole or any part of the quotation or part of the quantity offered and bidder must supply the same at the rate quoted.

j. Vendor shall not be entitled without HAL’s consent to assign or transfer to a third party all or part of the benefits or obligations under this contract.

k. Items bearing ISI mark will be given preference.

9 Levies & Taxes:

a Unless the rate at which GST chargable are clearly shown separately, claim for GST will not be entertained later. It would be assumed that rates are inclusive of GST. In case, the vendor wants the taxes to be paid over and above the quoted rates, the taxes, and other Govt. levies should be indicated in detail.

b Income tax & TCS: In the event of placement of order, income tax & TCS will be deducted at source from the charges as per govt Regulations. Please furnish your PAN and GST registration number.

i GST TDS: 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.

ii GST: Vendor should indicate the GST applicable extra in their offer with HSN/SAC. Unless the rate at which GST in terms of SGST, CGST & IGST Chargeable is clearly shown, claim for GST will not be entertained latter and it will be assumed that the rates quoted are inclusive of applicable GST.

11 Warranty: Warranty shall be as per Technical Specification Document from the date of acceptance of items at HAL or more as per bidders policy, warranty is after the goods have been taken over by HAL, the contractor shall be responsible for any defects that may develop due to faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes necessary for the contractor to replace or renew any defective portion of the goods the contractor shall make such replacement or renewal without any extra cost to HAL.

12 Liquidated Damages : In the event of an order, we reserve the right to collect a sum of 0.5% of the basic vallue per week of delay or part thereof, subject to a maximum of 10% of the basic value of PO, as our claim towards liquidated damages on basic value of the undelivered part of the order.

13 Delivery : Lead time quoted should be firm. Please indicate the number of days/weeks/months required for delivery of items

13a During delivery any facilities including equipment and personal required for unloading of items to be arranged by vendor.

13b If the items are to be taken back for repair/rectification/ replacement before acceptance at HAL or during warranty period, vendor has to make arrangment of the equipments and personal for loading and unloading at HAL.

14 Payment Terms:

a 100% Payment will be made within 30 days after delivery of items at HAL, ACD, receiving stores & final acceptance by User dept.through Electronic Clearing Service (ECS) / RTGS / NEFT.

b Advance payments shall not be entertained.

c Kindly indicate your Bank Account details to include in PO. Bank Name: Account No.: Address: IFSC Code:

15 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.

16 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.

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

18 Format for “Self-Certification” for “Local Content” (to be provided from Vendor letter head) Appendix-B (Type-I) (pdf attached)

19 Restrictions under Rule 144(xi) of the General Financial Rules (GFRs) issue by GoI, Ministry of Finance, Department of Expenditure (DOE). Annexure-II A, Type I or Type II as applicable (pdf attached)

20 Additional Terms & conditions Public Procurement (Preference to Make in India), Appendix-A (Type II) (pdf attached)

21 QUALITY & WORKMANSHIP: Generally the stores shall be of the best quality and workmanship. Contractor 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 contractor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly specified in the Purchase Order. The Stores/Goods supplied shall conform to the standards, if mentioned in the Technical Specifications, 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.

22 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, 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,

b) Any stores rejected by HAL’s Inspector must be removed by the contractor within 14 days from the date of receipt of intimation of rejection and at his own cost, failing which the contractor shall be liable to pay storage charges at 1% for each day of delay on the invoice value of the stores. If the stores are not removed within a month from the date of intimation of rejection, the stores will be liable, to be sold by HAL at the contractor’s risk and responsibility and the proceeds adjusted towards storage charges. c) In case any payment is made against delivery and it is found that the supplied item is rejected during inspection/commissioning, contractor will be required to choose any one of the following options to collect the rejected item for replacement: i) Refund the amount paid and collect the item for replacement. ii) Submit a Bank Guarantee for the amount already paid and collect the item for replacement. iii) Bring the replacement item to HAL and collect the rejected item.

23 Post-Warranty Service: Arrangements for after sales service and maintenance (authorized service centre) in India on site during warranty & post warranty period should be clearly indicated providing with name, address, phone, Mob no,email Id of the contact person, infrastructure along with spare parts inventory held by your Authorized Technical Service Center. The Vendor to indicate the validity period of authorization for the technical service center.

If the products/items/materials quoted by the Indian vendors involves import content, then the value of import content needs to be indicated in the offer (in FE). Further, vendor should indicate whether Exchange Rate Variation(ERV) is applicable on the FE content declared by the vendor. If ERV is applicable, ERV reckoning date shall be the last date ofsubmission of commercial bids (i.e. due date of the tender). For purpose of making ERV payment, actual value of import (to be supported by BOE, etc)or declared value of import in bidders quote whichever is lower to be considered forcalculation of ERV based on TT selling rate on the date of BOE.Exchange rate variation on the higher side, shall be paid by the HAL and similarly anyexchange rate variation on lower side i.e. price reduction, to be passed on to HAL.

24 Exit Criteria: i. The contract/order may be terminated under the following circumstances: a. In the event of unsatisfactory performance by the vendor during the contract period, or any of the information provided by the supplier is found to be untrue, or supplier is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with one month's advance notice without any financial implication to HAL. Notwithstanding the foregoing, in cases where it is found that a supplier is engaged in unethical practices, the same shall be barred from participating in the future contracts for a period indicated in the Purchase Manual. b. If there is change in the Customer requirement, contract shall be terminated with one month's advance notice. The liability of HAL in this case will be agreed mutually. c. The supplier is declared bankrupt or becomes insolvent. d. The delivery of material is delayed due to causes of Force Majeure by more than three months). e. Based on the decision of the Arbitration Tribunal. ii. In the event of termination of contract by either party the supplier shall ensure the following: a. IPRs are transferred to HAL to enable HAL to proceed on the work with other suppliers. Suppliers also will render all assistance till the other suppliers fully take over the balance work. b. Transfer title and deliver all or any part thereof of the supplies, materials, work-in-process, finished Products, Tooling, drawings and data produced or acquired by vendor specifically for the Product being terminated. c. Supplier shall ensure supply of products and its components / spares at least for a period of ten years from the date of such termination.

25 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.

26 Risk purchases: 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.

27 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.

28 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 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, and cause of action or thing whatsoever arising out of or under this agreement.

29 Agents/Agency Commission The Seller confirms and declares to the Buyer that the Seller is the original manufacturer or authorized distributor/stockist 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. Please submit an undertaking on your company letterhead, stating that "No agents/agency commission or Middleman in any capacity what-so-ever at any stage in connection with tender & resultant contract thereof is involved"

30 Make In India Considering the huge and continuous requirement, HAL suggests the successful bidder to explore the possibility of manufacturing of the offered items in India to promote Govt. of India’s Make in India Policy. At this stage, HAL proposes to buy the systems/ items directly from the bidder for the firm requirement indicated above. However, for anticipated/future requirement, HAL requests successful bidder to submit the roadmap/proposal for HAL’s review for manufacturing of the offered system/item in India by setting up manufacturing facility in India or through joint venture in India

31 Fall Clause The price quoted shall be in no event exceed the lowest price at which you sell the supplies or offer to sell supplies of identical description for similar quantity/terms to any person(s)/ organization including the purchases by any department of the Govt. of India, the State Govt. or any statutory undertaking of the Govt. of India/ State Govt., as the case may be during the period till the completion of the performance of the order placed and during currency of the order. If at any time during the said period, the contractor reduces the sales price, sells or offers to sell such supplies to any person/ organization including the purchaser or any department of Central Govt. or any Dept. of State Govt., or any statutory undertaking of the Central or State Govt., as the case may be at a price lower than the price chargeable under the contract, Seller shall forthwith notify such reduction/ sale or offer to sale to the HAL and the price payable under the contract for the supplies supplied after the date of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

32 Indemnity: 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.

33 Subcontracting: Subcontracting / Transferring of obligation of Contract arising out of this Tender is not permitted without HAL's prior written consent to assign or transfer such obligations / benefits to third party.

34 Settlement of Disputes and Arbitration: All disputes arising out of the contract shall be settled as per Laws of India/ Rules of Arbitration of ICA/ICADR.

35 ARBITRATION: All disputes or differences whatsoever arising between the parties out of or relating to the construction meaning and operating or effect of this contract or the breach thereof shall be settled by arbitration in accordance with the rules of arbitration of the ICA/ICADR and the award made in pursuance thereof shall be binding on the parties.

36 SUB-CONTRACT: Neither of the parties of this contract shall be entitled without the other party's consent to assign or transfer to a third party all or part of the benefits or obligations of this contract.

37 WORK AND PAYMENT DURING ARBITRATION: Work 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.

38 JURISDICTION: The Court at Bangalore, India only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract.

39 Applicable law & Jurisdiction: This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, as may be in force from time to time and the court of Bangalore, India only shall have jurisdiction to deal with and decide any legal matter whatsoever arising out of this contract.

40 TERRITORY: In the event of placement of PO, the contract (PO) shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, as may be in force from time to time

41 Short Closure of the contract: HAL reserves the right to short close this contract with prior notice of one month to the vendor at any time during the tenure of the contract. The liability of HAL in this case will be limited to the extend equivalent to the proportion of the cost of development / testing etc., incurred by you till the point of termination of the contract.

42 Termination of the contract: In case of breach of contract, aggrieved party shall advise in writing to other regarding specific terms of contract which has been breached and will provide reasonable opportunity to improve upon within a specific time period, failing which the aggrieved party have the right to terminate the contract with 1 months notice. Liabilities towards termination shall be discussed and mutually agreed upon.

43 LOSS/DAMAGE TO PROPERTY OF HAL AND ADHERENCE TO HAL'S RULES: In the event of placement of a purchase order, vendor will be liable for payment of compensation to HAL, in case any loss/damage to the property of HAL is caused by their personnel while carrying out the scope of work covered in the PO. The decision of HAL to this effect will be binding on the vendor.

44 Debarred/ banned or blacklisted : Bidders to confirm whether, they have been debarred/ banned/ blacklisted or not by any Division/ Office of HAL/ PSE/PSU/CPSE/Ministry of Defence or any institutions/offices of State & central GOI. Also upload self certification for not banned status in mandatory documents in eproc portal. If at later stages its been found that your company is banned or blacklisted or if you have provided any false certification, suitable action will be initiated as deemed fit by HAL.

45 DELIVERIES, CONSEQUENCES OF BREACH: The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the contractor fail to deliver the stores or any consignment thereof within the period prescribed for such delivery, HAL shall be entitled at their option: a) To recover from the Contractor as per liquidated damages, and not by way of penalty, a sum of 0.5% of the price of any stores which the contractor has failed to deliver as aforesaid, for each week or part thereof during which the delivery or such stores may be in arrears subject to a maximum of 10% of the price of the stores in default. b) To purchase elsewhere, without notice to the Contractor on the account and at the risk of the contractor, the stores not delivered or others of a similar description (where other exactly complying with the particulars are not available), HAL's decision in this respect will be final,OR c) To terminate the contract In the event of action being taken under para-a & b above, the Contractor shall be liable for any loss which HAL may sustain on the account but the Contractor shall not be entitled to any gain on repurchases made against default.

46 Sound Financial Standing : Bidder should have a sound financial standing with stable operations during last two years. Bidder therefore should provide authentic information relating to the company profile along with Audited Statement of Accounts, Balance sheet (along with all schedules & notes to the accounts) for a period of last two years. Note: Relaxations / exemptions will be applicable to startups and MSEs as per Government of India directives subject to meeting of quality and technical specifications stipulated in the tender. Also vendor shall furnish documentary proof for being MSEs/Startup as stipulated by the Ministry.

47 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 Authorized 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

e) 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.

48 Parallel Arrangement: Any Order awarded to the successful bidder as a result of this tender, will be on non-exclusive basis. HAL reserves the right of entering into parallel contract(s)/ release parallel Order(s) with any other firms now or here after.

49 Transfer of Intellectual Property Rights: Bidder should without any restrictions, with reference to intellectual property rights held (by bidder or his suppliers) in respect of the items being offered under this bid, authorize usage of item by HAL in any platform (without any restriction with regard to territory/ place and time frame). Bidder shall assure HAL that there is no infringement of any patent or industrial or intellectual property right caused by the supply and shall undertake to indemnify HAL against all costs, expenses and claims for damages made by any third party that HAL may incur as a result of any action for infringement for which HAL may become liable for the use of the supplies, arising from any alleged patent or industrial / intellectual / property rights arising or resulting from any use of the supplies.

50 Eligible Goods & Services: a) Country of Origin: The term “origin” used in this clause means the place from where the Services (and incidental Goods, including subcontracted components) are arranged and delivered, or manufactured.

b) 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. 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.

51 Minimum Local Content: Minimum Local content (Make in India Policy): The ‘local content’ requirement to categorize a supplier as ‘Class-I local supplier’ is minimum 50%. For ‘Class-II local supplier’, the ‘local content’ requirement is minimum 20%. Nodal Ministry/Department may prescribe only a higher percentage of minimum local content requirement to categorize a supplier as ‘Class-I local supplier/ ‘Class-II local supplier’. For the items, for which Nodal Ministry/ Department has not prescribed higher minimum local content notification, it shall be 50% and 20% for ‘Class-I local supplier’/ ‘Class-II local supplier’ respectively. Supplier’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies also included in the tender and the same is covered in the other terms & conditions which are part of RFQ. The aspect as indicated below would be applicable for procurement which falls under divisible category (i.e., not applicable for indivisible category). If any Indian vendor satisfies the requirement of MSEs stipulation and also falls within the purchase preference margin as called for in MSME policy (in case of matching L1 price) will be considered for ordering 25% of tendered quantity. The balance quantity/works will be considered for distribution amongst all bidders (including MSEs) as per this subject purchase preference policy.  In case no MSEs qualifies for purchase preference or do not match with L1 price then the total tendered quantity will be distributed amongst all bidders as per this subject purchase preference policy. That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor might have also indicated MLC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable MLC & the offer will be dealt accordingly. Other MLC information will be treated as invalid.

52 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. 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.

53 Tender conditions: a) 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). b) 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. c) 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. d) Disregard of any instructions, may result in your offer being ignored. e) Canvassing by tender form, including unsolicited letter on tender submitted or post tender corrections shall render their tenderers liable for rejection.

54 Relaxation of Prior Experience & Prior Turn-over Criteria for Micro & Small Enterprises (MSEs) & Start-ups: Wherever RFQ stipulates qualification/eligibility criteria to be met by bidders such as prior experience and/or prior turn-over, the criterion will be relaxed w.r.t. to all start-ups and MSEs subject to meeting of quality and technical specifications stipulated in the tender. Also vendor shall furnish documentary proof for being MSEs/Start-up as stipulated by the Ministry.

55 Packing: The Vendor will be held responsible for the stores being sufficiently and properly packed for tropical storage and for transport by rail, road, sea or air so as to ensure their being free from loss or injury on arrival at their destination. The packing and marking of packages shall be done by and at the expense of the vendor. Each package shall contain a Packing Note quoting Purchase Order number and date showing its contents in detail. Each shall be properly marked with Purchase Order No., Consignee’s name & address, packagehandling instructions etc. The package shall have adequate provision for handling during transit.

56 Receipt & Despatch: The Vendor is responsible for obtaining a clear receipt from the Transport Authorities specifying the goods dispatched. He will not book any consignment on a said to contain’ basis. If he does so, he does it on his own responsibility. HAL will not take responsibility for short deliveries or wrong supply of goods when the same are booked on said to contain’ basis. HAL shall pay for only such stores as are actually received by them in accordance with the contract.

57 EXTENSION OF TIME : If an extension is desired by the Vendor/Supplier, then Vendor/Supplier shall apply for extension of time to HAL at least 15 days prior to the date of delivery without prejudice to the rights of HAL, then HAL may grant extension of time for any cause which HAL may deem proper and the decision of HAL in this respect to be final and binding and cannot be questioned in any manner whatsoever.

58 Training/ Factory Acceptance Test: Vendor shall impart free training to HAL Personnel in the area of programming, operation, mechanical maintenance and electronic/electric maintenance at Vendor’s work and also during commissioning. Further boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

59 Plant and Machinery Supplies: In case of contracts for Plant and Machinery, requiring inspection and test after erection at site if the completed plant or any portion thereof before it is taken over, is defective or fail to fulfill the requirements of the contract, HAL shall give the contractor notice setting from details of such defects or failures and the contractor shall forthwith make the defective plant good to make it comply with the requirements of the contract. Should Vendor fail to do so within a reasonable time, then HAL may reject and replace at the cost of the contractor the whole or any portion of the plant and machinery, as per the requirements of the contract, all such replacement shall be carried out by HAL, within a reasonable time, at reasonable price and where reasonably possible, to the same particulars under competitive conditions.

60 Product Support/ Obsolescence: Considering that the requirement is spread over 20 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.

61 Insolvency: If 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.

62 Repeat Order: In the event of placement of a PO, Repeat Order (Single or Multiple orders totalling to 100% value of the PO) can be placed by HAL after placement of the original order, but within 12 months from the date of completion of the original order

63 Payment terms in RPQ/PO applicable for MSMEs: 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.

64 Parallel Arrangement: Any Order awarded to the successful bidder as a result of this tender, will be on non-exclusive basis. HAL reserves the right of entering into parallel contract(s)/ release parallel Order(s) with any other firms now or here after.

65 QUALITY ASSURANCE REQUIREMENTS

a Quality System: The vendor shall establish, document, implement and maintain a Quality Management System in accordance with requirements of HAL and/or AS9100, ISO9001 or equivalent.

b Requirements Flow down: Suppliers are responsible for compliance to all quality clauses. The supplier shall have a process for identifying and reviewing all HAL requirements, including the purchase order, all specifications and drawings, associated documents. Additionally, this includes approved sources for raw materials, processes, and requirements for delivery. The supplier shall be responsible for ensuring that appropriate requirements flow down to sub-tier suppliers.

c Quality / Inspection System: The supplier shall maintain a quality / inspection system which is in conformance to AS9100 or ISO 9001 to include: Receiving Inspection, First Article Inspection, Manufacturing process inspection, required testing, final inspection, packing and dispatch.

d Traceability: The supplier shall maintain a documented traceability system for the supplied items to track the details at all stages up to raw material stage.

e Control of Non-conforming Products: Vendor shall ensure that product/services which does not conform to the requirements is identified, segregated and controlled to prevent its unintended use or delivery.

f Corrective Action: The supplier shall perform, upon request from HAL, a corrective action investigation when discrepant material is received by HAL. A report will be submitted, within a period of five business days, which is specific and conclusive to prevent a recurrence of the discrepancy.

g Counterfeit Parts Prevention: Supplier shall maintain a counterfeit parts / material prevention and control plan to ensure that counterfeit parts and materials are not delivered to HAL. Supplier shall give written communication to HAL-ACD if supplier becomes aware or suspects that it has supplied counterfeit parts within 24 hours. Any counterfeit or suspect counterfeit parts/ material delivered to HAL will be controlled by HAL to prevent re-entry into the supply chain. The counterfeit or suspect counterfeit parts / materials must be replaced with non-counterfeit parts. Supplier shall include this clause or equivalent provisions in lower tier supply chain for the parts / materials supplied to HAL.

h Documents along with delivery : Certificate of Conformance (CoC) from OEM (original equipment manufacturer) with respect to the ordered material should be supplied along with the material. The CoC must contain certification, HAL Purchase order number, specification, revision, and serial numbers; as applicable alongwith signature and title of authorised representative. Any other documents wherever asked in purchase order shall be supplied along with the supply.

i Source Inspection: Acceptance of supplied parts / material is subject to inspection at HAL. Supply not conforming to the ordered specification will be rejected and information will be communicated.

j Shipping, handling and storage: The supplier shall provide packing that maintains the quality of the product and prevents damage, deterioration or loss while in transit or while in long term storage.

k Records retention: The supplier shall maintain records for a period of minimum of 15 years that provide objective evidence of compliance to the purchase order requirements and / or specifications. The records must be legible and must be retrievable within 48 hours of a request.

l Material Test Reports: The supplier shall provide chemical and physical analysis of raw material demonstrating compliance to the applicable material specification.

m Our organization reserves the right of access by our representatives, our customers and any regulatory authorities to the applicable areas of the facilities, at any level of the supply chain, involved in the order and to all applicable records.

n Our Organization reserves the right to require and request evidence for ensuring that vendor's personnel are aware of - Their contribution to product or service conformity; - Their contribution to product safety; - The importance of ethical behaviour.