Procurement of Hylomar for Cheetah Chetak project

Price:

The quoted prices shall be indicated in the price bid (Annexure-II) as per required delivery schedule. Prices should be in the currency of the country of supply or any other foreign convertible foreign country such as Euro/USD/GBP, etc. a) HAL being manufacturers, Vendor to indicate in the quotation manufacturers discount if any. b) Vendor to confirm that: (As applicable) i) The prices quoted are the lowest export price and is the same as they would normally quote to Govt. Department. ii) The price is in terms of the appropriate clause of the Licence Agreement. (Where Licence Agreement is in vogue). c) Price quoted should be net FCA Airport/Port of Shipment, export packed with no extra charge whatsoever. d) Preference will be given to firm prices. But should quoted prices be subject to variation, Vendor is requested to give the following information: i) The portion of the contract price which will be subject to such variation ii) A breakdown of this variable figure into i) labour ii) materials iii) Price variation formula linked to indices with a Cap should be given and variation in price established with supporting documents. iv) A further break down of materials giving the main classes of material involved i.e. steel, nonferrous metal etc.

Vendor / supplier may quote prices for the requirement in any one of the following options: Option - I: Indicate the price in the price bid at EC 2025 price level. The Vendor shall indicate the price variation formula along with the applicable cap on escalation per annum as referred in the Commercial Terms and Conditions placed at Annexure-I of this RFQ. It is suggested that the elements of the price variation formula to be chosen such that the indices should be available at the time of dispatch of the item(s) and the escalation should be part of the invoice raised for the dispatched item(s) Option - II: Vendor to quote a firm & fixed price with no escalation for the requirement as indicated in the price bid (Annexure-II). However, the Vendor shall also indicate the price variation formula (applicable for the anticipated/ future requirement) along with escalation cap per annum as referred in the Commercial Terms and Conditions placed at Annexure-I of this RFQ.

A suggested annual price variation formula could be as follows: Pn = P(n-1) {(A + B(Ln/L(n-1))+ C (Mn/M(n-1))} Pn = Final price payable in the year of delivery P(n-1) = The base price at economic conditions of the year (n-1) L(n-1) = Average Labour Index of the year (n-1) M(n-1) = Average Material Index of the year (n-1) Ln = Average Labour Index 12 Months prior to date of delivery (To be chosen such that all the indices are available at any point of dispatch) Mn = Average Material Index 12 Months prior to date of delivery (To be chosen such that all the indices are available at any point of dispatch) A, B & C = Percentages corresponding to fixed elements, labour and material respectively A+B+C=1

Escalation cap applicable (percentage in both Negative Cap & Positive Cap i.e +/-"X") with the above price variation formula to be indicated. Value of X should be indicated. Escalation will be calculated on year-on-year basis.

The Price variation formula shall be provided along with relevant economic indices for the last 5 years. Vendor /supplier is also required to provide calculation of the rate of the variation based on these indices for these 5 years as well as future forecast of these indices including ceiling / cap proposed on the price variation.

The indices incorporated in the price variation formula should be Govt. Published/ in public domain and capable of being verified. Vendor to indicate the website reference for the verification of indices. Vendor should furnish last 5 years indices to check escalation.

Price variation will be considered only if it occurs within the contractual delivery period.

Make In India:

Considering the huge and continuous requirement, HAL suggests the vendor to explore the possibility of manufacturing of the offered items in India to promote Govt. of India’s Make in India Policy. 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.

Packing:

The Vendor will be 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 package shall be properly marked with Purchase Order No., Consignee’s name & address, package-handling instructions etc. The packages will be marked “HAL” appropriately on all sides for the purpose of easy identification. The package shall have adequate provision for handling during transit. Further, items shall be packed for long storage also. Hazardous packing/ IATA charge if any, if to be borne by HAL, should be clearly indicated in the quotation, else the same shall be considered as already included in the quoted unit price.

Description, Part No., Batch number, Serial number and date of manufacture should be mentioned on each label of the equipment.

All assemblies to be identified with unique part numbers and Individual parts to be identified with part number if packed seperately from any assy. The packing list accompanying the shipment should reflect the same.

Whererever applicable the the name plate on the part should include the software version implemented in the part.

Warranty:

Vendor /supplier warrants that each product shall be free from defects in materials and workmanship, in conformance to the specification and fit for the intended purpose and undisputed title of the product before selling the same to HAL.

Warranty Period:

The warranty period shall be thirty six (36) months from the date of receipt of material at HAL.

Warranty is assignable by HAL to its customer and HAL’s customer will have all rights and benefit of the warranty clause.

Warranty will cover all manufacturing defects and will be attended to by the Vendor /supplier on free of cost basis including to & fro transportation. Vendor /supplier would either carryout repair / re-work of the items returned under warranty or replace the item in case of repair / rework is not feasible. The cost of repair / replacement inclusive of to & fro charges of defective unit would be borne by the Vendor /supplier. Supplier shall respond to warranty calls within 07 days notice

If the item fails under warranty period, for the purpose of computation of the remaining warranty period, the warranty period of said item shall be reputed to have stopped from the date of intimation of failure by HAL and to have restarted on the date of receipt of repaired/replaced item at HAL

Turn around time (TAT) for repair beyond warranty period: It is suggested to have 60 days of Turn Around time (TAT) i.e. time required to repair/replace the item from the date of receipt of defective item for repairs beyond warranty period. However, Vendor shall indicate the maximum turn around time (TAT ) for these repairs. Failure to comply with specified TAT will attract penalty at rate of 0.5% per week or part thereof of the mutually agreed repair cost with a ceiling of 10% .Vendor/ supplier is also requested to indicate warranty period for above repairs. 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.

Premature failure/Deficiency in product/kits/parts / Defect Investigation (DI):

Supplier should carry out Defect investigation (and forward the reports within 30 days of receipt of the defective item) and rectification /replacement /upgradation of the product/kits/parts etc. without any additional costs, in case of premature failures and deficiency attributable to seller irrespective of warranty period expiry.

The defect investigation report must bring out the root cause of the malfunction / failure and what the Vendor/supplier intends to do to remedy the malfunction / failure. Details of the work content that is required to be carried out by the Vendor/supplier. While making necessary improvements in the supplied product, depending on field failures attributable to Vendor/supplier’s area of operations like product design, the Vendor/suppliers must indicate the improvements incorporated and supply the new / upgraded product to higher drawing issue without any increase of cost to HAL with advance intimation to HAL.

If particular equipment / goods fails frequently and a common defect is noticed during warranty period in more than 20% of supplies made , the equipment / goods shall be replaced free of cost by the seller within a stipulated period of 90 days of receipt of the notification from the buyer duly modified / upgraded through design improvement in all the items supplied and yet to be supplied.

Liquidated Damages:

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 before the dates mentioned in the Purchase Order.The Vendor shall not supply the items more than 30 days before the scheduled date unless and until requested by HAL. Should the supplier fail to deliver the stores or any consignment thereof within the period prescribed for such delivery, HAL shall be entitled to recover from the supplier as per liquidated damages, and not by way of penalty, a sum of 0.5% of the price of any stores which the Supplier 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.

Penalties for Misdemeanours:

Without prejudice to and in addition to the rights of HAL to other remedies as per the Tender-documents or the contract, If HAL concludes that a (prospective) Vendor/ Supplier directly or through an agent has committed a misdemeanour in competing for the tender or in executing a contract, HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following: a) If Vendor/s bids are under consideration in any procurement: i) Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. ii) Calling off of any pre-contract negotiations, and; iii) Rejection and exclusion of Vendor from the Tender Process

If the Vendor/supplier is awarded the contract i) Termination of Contract for Default and availing all remedies prescribed thereunder; ii) Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement; iii) Recovery of payments including advance payments, if any, made by HAL along with interest thereon at the prevailing rate

In addition to the above penalties, HAL shall be entitled for any of the following action/s, and it shall be lawful on its part to: i) File information against Vendor or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; ii) Initiate proceedings in a court of law against Vendor or any of its successors, under the Prevention of Corruption Act, 1988 or the Indian Penal Code or any other law for transgression not addressable by other remedies listed in this sub-clause. iii) Remove Vendor or any of its successors from the list of registered suppliers for a period not exceeding two years. Suppliers removed from the list of registered vendors or their related entities may be allowed to apply afresh for registration after the expiry of the period of removal. iv) Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. v) Debar a Vendor/ Supplier from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a Vendor or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment. HAL may debar a Vendor from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

Deliveries, Consequences of Breach /Risk Purchase:

Deliveries quoted should be firm (or as per the schedule indicated).

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 Vendor 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 Vendor liquidated damages, as per the Liquidated damages clause above (or) b. To purchase elsewhere, with or without notice to the Vendor on the account and at the risk of the Vendor, 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 Vendor shall be liable for any loss which HAL may sustain on the account, but the Vendor shall not be entitled to any gain on repurchases made against default.

Indicate the delivery lead time in terms of weeks / months from the date of receipt of order . Deliveries quoted should be firm or as per the schedule indicated in the Price bid.

Please confirm that items shall be delivered on F.O.R Helicopter division stores.

Monitoring of Progress of the Order: After the placement of Purchase Order, the progress of execution of the order will be monitored by HAL for compliance with various activities towards achieving Contract and delivery schedule milestones. In case the Order execution does not proceed as per the agreed timelines for various contractual milestones, the Buyer will have the right to invoke termination of the Order. Supplier is to abide by the timelines for delivery milestones. The supplier shall update the progress of execution of the contract at regular intervals of time like every 15 days or 30 days as suitable.

Option Clause:

HAL (any Division of HAL including the Division which has originally placed purchase order) reserves the right to order additional quantities up to 100% of the ordered quantity as per the price, terms & conditions of the resultant contract during the currency of the contract. It is entirely at the discretion of HAL to exercise this option. The additional quantities may be ordered in staggered manner in different years of supply at the discretion of HAL at any time during the currency/period of Contract.

Settlement of Disputes and Arbitration:

Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration.

Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

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.

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.

Jurisdiction /Applicable laws:

The Court at Bangalore only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. 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. Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in a manner which will contravene the Laws of India.

Agent / Agency Commission:

(Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the said contract. In case, if someone claims and interacts with the vendors it shall be duty of the vendors to bring such instances to the notice of HAL Management). The Vendor confirms and declares to the buyer that the Vendor 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 Vendor; 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 Vendor 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 Vendor 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 Vendor will be liable to refund that amount to the Buyer. The Vendor 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 Vendor 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 Secured Overnight Financing Rate (SOFR) (for foreign vendors) and Marginal Cost of Funds-based Lending Rate (MCLR) plus 2% per annum (for Indian vendors). The Buyer will also have the right to recover any such amount from any contracts/ Purchase Order concluded earlier with Buyer.

Terms of Payment:

In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. (However, in case of Global tenders, domestic Vendor/s may opt for payment through Letter of Credit).

For MSME Suppliers: 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.

Applicable for MSMEs & Start-Ups: That 15% (of the basic price) interest free Advance will be payable against BG of equivalent amount and balance 85% will 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 our stores.

Taxes:

Goods and Services Tax (GST):

I. GST Registration Status: i) All the bidders/ Bidders should ensure that they are GST compliant and their quoted tax structure/ rates as per GST Act/ Rules. Bidder should be registered under GST and furnish GSTIN number and GST Registration Certificate in their offer unless they are specifically exempted from registration under specific notification/ circular/ section/ rule issued by statutory authorities. ii) GST Registration Number (15-digit GSTIN): If the bidder has multiple business verticals in a state and has separate registration for each vertical, the GSTIN of each vertical is concerned with the supply and service involved, as per the scope of Schedule of Requirements and Price Schedule quoted. If the supply/ service provided is from multiple states, the bidder should mention GST registration numbers for each state separately. iii) Composition scheme: If the Bidder has opted for a composition levy under Section 10 of CGST, he should declare the fact while bidding along with GSTIN and GST registration certificate. iv) Exemption from Registration: If a bidder is not liable to take GST registration, i.e., having turnover below threshold, he shall submit undertaking/indemnification against tax liability. Bidder claiming exemption in this respect shall submit a valid certificate from practising Chartered Accountant (CA)/ Cost Accountant with Unique Document Identification Number (DIN) to the effect that Bidder fulfils all conditions prescribed in notification exempting him from registration. Such bidder/ dealer shall not charge any GST and/ or GST Cess in the bill/ invoice. In such case, applicable GST shall be deposited under Reverse Charge Mechanism (RCM) or otherwise as per GST Act by the Procuring Entity directly to concerned authorities. Bidder should note that his offer would be loaded with the payable GST under the RCM. Further, Bidder should notify and submit to the Procuring Entity within 15 days from the date of becoming liable to registration under GST.

II. HSN Code and GST Rate: i) It shall be the responsibility of Bidder to ensure that they quote the exact HSN(Harmonized System of Nomenclature) Code and corresponding GST rate for the goods being offered by them. ii) As per the GST Act, the bid and contract must show the GST Tax Rates (and GST Cess if applicable) and GST Amount explicitly and separate from the bid/contract price (exclusive of GST). If the price is stated to be inclusive of GST, the current rate included in the price must be declared by the bidder. iii) If a Bidder asks for GST (and GST Cess if applicable) to be paid extra, the rate and nature of such taxes applicable should be shown separately. Bidders should quote 'GST' if payable extra on the total basic rate of each cost element and quote GST in ‘%' inclusive of cess. iv) If GST, other taxes, duties are not specified, or column is left blank in the price schedule, it shall be presumed that no such tax/ levy is applicable or payable by the Procuring Entity. v) The supply of commodities or services or both, if imported into India, shall be considered as supply under inter-state commerce/ trade and shall attract integrated tax (IGST). The IGST rate and GST cess shall be applicable on the ‘Custom Assessable Value’ plus the ‘Basic Customs duty applicable thereon’.

Excise Duty (for items not under purview of GST): Excise Duty will be paid only on production of sufficient documentary evidence or a certificate from the Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

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.

Confidentiality:

The vendor shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The Purchaser shall hold confidential technical data and information supplied by the vendor or on behalf of the vendor and shall not reproduce any such technical data or information or divulge the same to any third party without prior written consent of the vendor except as far as may be necessary for either party to carry out its obligations under this Contract. Non-adherence to this confidentiality clause by the Bidder/Contractor/vendor 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.

For the purpose of this Tender/Contract/Agreement, the Bidder/Vendor 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/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/Vendor 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/Vendor 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.

Validity:

Price quoted should be net and unless otherwise specified should remain valid for a minimum of 120 days from the closing date of enquiry and the materials of offered should be kept under provisional reservation for this quotation.

Indemnification of HAL in case of Infringement of Third Party IPR:

HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual Property Rights. Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. 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, Vendor shall within reasonable time at Vendor’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 Vendor and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, 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.

Limitation of Liability:

Except in cases of criminal negligence or wilful misconduct, the aggregate liability of the Supplier to HAL, whether under the contract, in tort or otherwise, shall not exceed the total or 100% of the Contract Price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the Supplier to indemnify HAL concerning IPR infringement.

Effective/Commencement Date:

Effective/Commencement Date (T0): deliveries of supplies and performance of the services shall commence as from the date T0, which shall be the date of receipt of order . Vendor /supplier will provide order acceptance within 10 days of issuance of purchase order.

Documents/ Inspection-quality assurance- acceptance:

Supply will be accompanied with Certificate of Conformity/DGCA Form1 and Release Note & Airworthiness certificate countersigned by personnel certified by Government airworthiness certification agency.

Supply should be covered with acceptance test report (ATR).

Supply should be from the latest batch of manufacturing. The date of manufacturing should not be more than 2 months before dispatch. After receipt and on inspection of item/stores at HAL, if it is found that reconditioned stores or parts have been used, such stores will be rejected at the Vendor/Supplier’s risk and expense.

HAL will carry out inspection in its premises as per the supporting documents provided by the Vendor /supplier. Deviations / defects noted on receipt will be intimated to the Vendor /supplier should ensure free replacement / rectification action as necessary.

Please confirm that one set each of all dispatch documents such as invoice, packing list, CoC, test reports,any other quality documents,etc. shall be submitted along with the consignment/supply as well as to HAL separately while claiming the payment.

Vendor to confirm that 2 sets (hard copy of each of operation as well as Component Maintenance Manual (CMM) for the offered system/item shall be supplied along with the first lot supply in S1000 D format (Version 4.2) or higher. Further, Vendor/supplier to provide soft copy of these manuals also. Also, Applicable descriptive literature/catalogue of the item, if any, may please be enclosed by the Supplier with offer.

Vendor to confirm that 2 sets hard copy of Computer Based Training module (CBT) for the offered system/item shall be supplied along with the first lot suply in order to enable end user to understand the general information about description of system/ storage/ operation/ maintenance of the system. Further, Vendor/ supplier to provide soft copy of this module also.

Malicious Code Certificate (if applicable/indicated in RFQ): Vendor is required to submit a ‘Malicious Code Certificate’ (only for Electronic items and Software) as per Appendix-1 along with the offer/ each supply.

Documentation Retention Period: All documents related to supplies shall be retained by the vendor for 10 years.

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 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, (or) ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the vendor without effecting the vendor's liability as regards the supply of any further consignments due under the contract, (or) iii) Terminate the contract and recover from the vendor the loss HAL may thereby incur. The vendor shall not be entitled to any gain on the repurchase, b) Any stores rejected by HAL’s Inspector must be removed by the vendor within 14 days from the date of receipt of intimation of rejection and at his own cost, failing which the vendor 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 vendor’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, vendor 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.

Quality & Workmanship:

1) 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. 2) 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.

Counterfeit Parts:

Seller represents and warrants that it has policies and procedures in place to ensure that none of the supplies or materials furnished under this Purchase Order/contract are “counterfeit parts” and certifies, to the best of its knowledge and belief that no such parts have been or are being furnished to Buyer by Seller. “Counterfeit parts” are parts that may be of new manufacture, but are misleadingly labelled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labelling, that are represented as new parts or any parts that are designated as counterfeit by any Government/Authority under control, and If Buyer reasonably determines that Seller has supplied counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the counterfeit parts with parts acceptable to Buyer. Notwithstanding any other provision contained herein, Seller shall be liable for all costs incurred by Buyer to remove and replace the counterfeit parts, including without limitation to any loss/ damage in part/full to Aircraft caused due to such counterfeit part and Buyer’s external and internal costs of removing such a counterfeit parts, of reinsertingreplacement parts and of any testing necessitated by the reinstallation of Seller’s goods after counterfeit parts have been exchanged. In addition, Buyer may unilaterally terminate this order for Convenience depending on the impact of the delivery of Counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against counterfeit parts shall survive any termination or expiration of this Purchase Order/Contract. Buyer reserves the right to seize and quarantine any / all counterfeit products it receives from Seller on this Purchase Order/Contract. Counterfeit products may be forwarded to the Original Component Manufacturer and / or the appropriate authority for final analysis, possible confiscation and / or destruction. If products furnished by the Seller are determined to in fact be counterfeit, Seller agrees to reimburse Buyer on the full purchase price paid as well as any shipping or third party testing charges incurred by Buyer. Further the Buyer reserves the right to ban the Seller thereafter for such period as deemed appropriate.

Delivery, packing and dispatch:

Procedure for delivery

Vendor /supplier should notify HAL at least fifteen (15) working days prior to the scheduled delivery dates, of the anticipated date of delivery and / or the dispatch particulars (size, weight and number of package) of the deliverable or part thereof to be dispatched.

Within two working days of the dispatch of the consignment, supplier shall notify in writing all details concerning the dispatch to HAL.

Vendor /supplier shall notify HAL, HD, if any material/part found to be non-conforming after dispatch from their premises. The supply should be only as ordered. If alternate part/ interchangeable part is offered,confirmation should be obtained prior to supply. Relevant technical leaflet or catalogue should be sent along with the order acknowledgement to enable us to examine suitability.

Vendor /supplier has to notify the HAL, HD regarding any changes in the Product/Material specification/revision and/or process defined and shall obtain the HAL Helicopter division's approval for changes before dispatch.

Applicable descriptive literature/catalogue if any may please be enclosed by the Vendor /supplier with offer (at least two copies). In case Vendor /supplier is quoting for an alternative part number it should be confirmed that the offered part is fully interchangeable with the required part before dispatch. OEM's confirmation regarding the same may be produced on demand by HAL before dispatch.

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 take no 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.

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. Vendor to confirm the country of orign for the quoted item

Vendor to provide details of parts/sub assembly/assembly made/assembled in the countries sharing the Indian border (For information follolwing countries share land border with India: Bangladesh, Bhutan, China, Myanmar, Nepal and Pakistan)

Vendor to provide details regarding any Components of China Origin which are/will be used for the manufacture of the offered item.

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.

Conflict of Interest:

The Vendor to confirm that he does not have a conflict of interest. Bids found to have a conflict of interest shall be rejected as nonresponsive. A Vendor in this Tender Process shall be considered to have a conflict of interest if the Vendor: a) directly or indirectly controls, is controlled by or is under common control with another Vendor; or b) receives or have received any direct or indirect subsidy/ financial stake from another Vendor; or c) has the same legal representative as another Vendor 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 Vendor, directly or through common third parties, that puts it in a position to have access to information about or influence the bid of another Vendor 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 Vendor (including the participation of a Vendor 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-Vendor 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. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorised distributor cannot represent two manufacturers or quote on their behalf in a particular tender enquiry. There can be only one bid from the following: i) The principal manufacturer directly or through an authorised distributor on his behalf; and ii) Authorised distributor on behalf of only one principal.

Right to access Supplier Facilities and applicable Records:

HAL and it's Customer along with regulatory authorities shall have right of access to any and all the facilities where work is being performed or is scheduled to be performed, including those facilities of Supplier's sub-tier Suppliers, in order to perform inspections, surveys or system surveillance as part of verification of conformance to the requirements and also to all the applicable records.

Relationship of the parties:

It is understood that each party is an independent entity and that all persons engaged in the work under the contract that are supplied by the either party shall not be employees of the other party in any sense.

It is further agreed that neither party shall have the right to act as the agent or legal representative of the other party, or to bind the other party in any respect whatsoever, or to incur any debts or liabilities in the name or on behalf of the other party.

Assignment/Subcontract:

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/PO.

Survival of Special Clauses:

The clauses dealing with arbitration and confidentiality shall survive and continue to have effect after the expiry or termination for any reason whatsoever of the services placed.

Waiver:

Failure of either Party at any time to enforce any of the provisions of this Contract shall not per se constitute a waiver by that Party of any such provisions nor in anyway affect the validity of the Contract or any part hereof.

Amendment to Contract/PO:

Any amendment to Contract/ Purchase Order would be enforceable only if made in writing and duly signed by authorized representatives of both the parties hereto.

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.

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 vendor 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, Vendor 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.

Denial Clause:

In case of any delay in delivery caused due to default of the Vendor and during such delayed period if any increase in statutory duties and/or upward rise in prices due to the Price Variation Clause (PVC) and/or any adverse fluctuation in foreign exchange arises then such additional amount/s is/are to be borne by the Vendor, apart from the payment of agreed Liquidated Damages. Besides HAL reserves its right to get any benefit of a downward revisions in statutory duties, PVC and foreign exchange rate, taken place during such delayed period, effecting the original agreed price.

Appropriation:

Whenever under this contract any sum of money is recoverable from any payable by the vendor, 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 vendor 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 vendor shall pay to HAL on demand the remaining balance due.

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 Vendor, at the prices quoted, without any reference to the Vendor.

Product Support/ Obsolescence:

Considering that the requirement is spread over 30 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, Vendor 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. Vendor to confirm that the cumulative price of all spares of item/system should not increase the unit cost of the item/system.

For any reason Supplier wishes/ decides to close/ discontinue the line for manufacture of the products or procurement of certain components, sub-components, Supplier undertakes to notify such a decision to HAL by means of a prior 3 years notice (before closure of the said production line) in writing so as to enable HAL to place buy order/a life time buy of all spares before closure of said production line. Supplier will transfer tools, drawings etc., to HAL after such notice period. Supplier shall indicate the source from where HAL can procure these items. The said aspect would also form an integral part of the contract.

Opening of Tender:

Tender will be opened on date / time as mentioned in the Tender document. Vendor /suppliers or their authorized reps. desirous to attend the tender opening may forward written confirmation with name of authorized person and designation prior to tender opening ( In case RFQ issued other than e-portal).

Exit Criteria:

The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Vendor during the contract period, or any of the information provided by the Vendor is found to be untrue, or Vendor is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with one month advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Vendor is engaged in unethical practices, they shall be barred from participating in the future contracts. ii) If there is change in Buyer requirement, contract shall be terminated with one month advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Vendor shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Vendor. Vendor also will render all assistance till the other Vendor fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Vendor specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 05 years from the date of such termination. iii) The Vendor 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 Vendor, 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 Vendor 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 Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Vendor will be allowed.

Insolvency:

If Vendor 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 Vendor and expenditure incurred by as a part of its obligations under this contract it has not fulfilled. In such an event if applicable, Vendor 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:

The successful bidder/Vendor 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 Vendor.

Integrity Pact (If requested in RFQ covering letter) :

The submission of Integrity Pact without deviation is a mandatory requirement. Vendors only those who commit themselves to IP with the buyer would be considered competent to participate in the bidding process. In other words, entering into this pact would be a preliminary qualification.

Vendor to confirm that Integrity Pact submitted duly signed along with offer is strictly as per HAL's format i.e. without any deviations.

Please confirm that scanned copy of the signed Integrity Pact duly as per the HAL format is submitted along with the offer (as indicated in RFQ covering) and hard copy (2 copies in original) are sent through Post/courier on the address indicated in RFQ .

Shelf Life:

Where stores offered have a limited shelf-life, kindly indicate the life involved and confirm that in the event of an order from us, only newly manufactured stores with the maximum possible shelf-life at the time of dispatch will be offered for shipment. In respect of rubber items such as seals etc., having curing date, the item should not have been manufactured earlier than 6 months of dispatch. Please confirm the shelf life, if any, for the offered/quoted items.

Periodical Exercising: Supplier to provide the periodical exercising schedule that is required to be carried out on the LRUs if kept in stores for longer period. Separate sheet may be enclosed giving the details.

Total Technical Life: Vendor to confirm the total technical life for the offered item

Supplier to confirm whether the offered Part(s) are repairable or not.

Supplier to confirm whether Re-lifing is possible or not. If possible, mention the new life.

Others:

Vendor to intimate the Change in supplier name (due to M&A) to HAL on Immediate basis

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

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 Vendor /supplier must supply the same at the rate quoted.

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.

Please confirm that items quoted/offered are your own manufactured products and not resold.

Please indicate the detailed address, contact details, email ID for future correspondence/ clarification/order placement.

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 hereafter.

Adherence to Mean Time Between Failure (MTBF)/ Acceptance Test Procedure (ATP) requirement:

The item/ system indicated above has been already in active service. The offered system/ item should meet the MTBF and ATP requirement which have already been defined. HAL expects from its partner/ Vendor to make efforts to improve MTBF by at least 25% and confirm the same. Vendor has to compensate for any loss to HAL due to hold up in Helicopter production, if the reasons thereof are attributable to the Vendor in terms of poor reliability, lower MTBF or malfunction of the system/ item supplied.

Compliance to all paras of RFQ covering letter:

Please confirm compliance to all paras of RFQ covering letter