Circular Connectors

D38999/24WJ35PN

D38999/26WJ35SN

D38999/26FC35PN

D38999/24FC35SN

Note:Vendor shall submit the datasheet of the product offered along with the proposal.

LIST OF DELIVERABLES • As per Section 2 above • datasheets and Certificate of Compliance (CoC)

DELIVERY SCHEDULE 1.Vendor shall supply the items and associated accessories at MCSRDC,HAL, Bengaluru. 2. Vendor shall deliver the items within 06 weeks from date of placement of Purchase Order.

WARRANTY PERIOD 12 months from the date of acceptance of the items. During warranty period vendor shall repair or replace the faulty items at free of cost.

ACCEPTANCE Acceptance of the delivered items shall be based on satisfactory performance

HINDUSTAN AERONAUTICS LIMITED MCSRDC Division Marathalli Post Bangalore - 560 037. INDIA

Commercial Terms and Conditions (For Foreign supplier) of Tender - Part of Technical Bid - Annexure - 2b

Tender Ref. No. MC/S461-2335/25/1

Name of the Vendor/ Firm:

Quotation Ref. No.:

PLEASE INDICATE YOUR RESPONSE/ COMPLAINCE/ ACCEPTANCE TO THE FOLLOWING TERMS (MANDATORY) AND UPLOAD AS A PART OF TECHNICAL BID

PART – I

Tender Due Date: The due date for submission of quote is as indicated in RFQ through e-procurement mode only.

Validity of the Quotation: Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 90 days from the closing date of enquiry and the materials / service offered should be perfectly kept under provisional reservation for this quotation.

Submission of Tender: a) Response to bid through HAL e-Procurement portal should be uploaded in the e-Portal. Response to bid through e-Procurement should be uploaded in the e-portal only. Bid submitted by bidder’s authorized dealer / distributor/channel partner should accompany with ink signed / digitally signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered an unsolicited. b) Vendors should ensure the bids are submitted as per RFQ attached in PDF form well before due date and time of tender. Vendor may note technical bid should include technical aspects only. If prices are indicated in the technical bid or attached as a part of technical bid even in the form of PDF, the offer will not be considered for evaluation.

Late Tender: a) Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered. b) HAL will not be responsible for inability of bidder to upload the tender documents in e-procurement. c) HAL reserves the right to reject late or incomplete tender.

Opening of Tenders: Tender will be opened on or after the bid opening date indicated in the RFQ.

Tender Evaluation: a) The tender will be evaluated as per Group wise A (Sl No 1& 2)&B (Sl No 3 & 4) at Annexure-3(Price bid) b) Bid with lowest price conforming to the specification will be considered for placement of order. c) 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. d) If the bidder considers that tendered quantity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evaluation in this case will be done on MOQ x unit price, if MOQ offer beyond 20% of RFQ quantity. e) If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders on L1 price. f) Conditional discounts will not be considered in evaluation of tender. g) In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened. h) Bid received in different currency will be converted to Indian Rupees. The TT selling rate for foreign currency exchange rate for conversion will be adopted as per the Central Bank /RBI in India as on date of tender opening.

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

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

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.

c) Purchase Preference Policy - MSE 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. a) As per the Policy, Micro and Small Enterprises (MSE) Following shall be followed subject to the quoted price of MSE falls within the price band of L1+15% and such MSE agrees to match with L1 price (where L1 is non-MSE vendor): i. In case the tendered item fall under splitable/divisible category, the MSE shall be allowed to supply 25% of total tendered quantity. ii. In case the tendered item fall under non-splitable/ non-divisible category, the MSE shall be allowed to supply 100% of total tendered quantity. Concurrent application of public procurement policy for both MII and MSE shall be governed as per the OM vide No. F.1/4/2021-PPD dated 18/05/2023 from PPD, DoE, MoF.

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. The same shall be resolved in the following manner, discretion of HAL in this regard is Final: a) If, in the price structure quoted for the required goods / services, 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; b) 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 c) 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. d) 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, the bid is liable to be rejected.

PART – II

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.

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 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.

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

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

Supply of Alternative Item: In case bidder is quoting for an alternative part number it should be confirmed that the offered part is fully interchangeable with the required part. Applicable descriptive literature/ catalogue if any may please be enclosed by the bidder with offer (at least two copies).

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.

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 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 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 (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.

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.

Repeat Order: HAL reserves the right to place repeat Order up to 100% of the value of the original order (statutory levies shall be paid as applicable) within 12 months from the date of completion of the original order. The prices, terms and conditions of the repeat order shall be the same as that of the original. However, placement of repeat order is not guaranteed and this will be at the sole discretion of HAL.

Product Support/ Obsolescence: Vendor shall provide product support for a minimum period of 10 years with regard to necessary spares, consumables and services. In case of obsolescence of products / sub systems / components, the same has to be communicated to HAL in regular intervals for necessary action by HAL. Even after the said mandatory period, vendor would be bound to give at least two years notice to the HAL/end user prior to closing the production line so as to enable a Life Time Buy of all spares before closure of the said production line. All upgrades and modifications carried out on the equipment during its lifecycle must be intimated to HAL. In case of obsolescence of any item / spare parts / assemblies, vendor shall provide an alternate solution/equivalent item readily available in the market. The vendor shall continue to support for a minimum period of 10 years by making available spare parts and assemblies

Warranty 12 months from the date of acceptance of the items. During warranty period vendor shall repair or replace the faulty items at free of cost.

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.

Liquidated Damages: In the event of an order, we reserve the right to collect a sum of 0.5% per week excluding taxes of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered part of the order. In case Bidder/s does not agree with LD clause, the maximum LD amount/ to the extent of LD value not agreed shall be loaded in the Comparative Statement, to determine the successful bidder.

Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.) Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Supplier directly or through an agent has committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following:

a) If Bidder/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 Bidder from the Tender Process b) If a contract has already been awarded: 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 the HAL along with interest thereon at the prevailing rate;

c) Remedies in addition to the above: i) In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it shall be lawful on his part to: File information against Bidder 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 Bidder 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 Bidder 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 bidder/ 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 bidder 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 for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder 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.

Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 03 months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 02 years. ii) If there is change in Buyer requirement, contract shall be terminated with 03 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully 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 Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 10 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 06 months. v) Based on the decision of the Arbitration Tribunal

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

Termination for Default of Either of the Party (mutual termination): Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the other Party, 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 the end Customer. c) Either of the Party is declared bankrupt or becomes insolvent. d) It is noticed that either of the Party has violated/breached the Integrity. e) As per decision of the Arbitration Tribunal. f) Either of the Party has assigned the contract to a third party without prior permission from other party. g) If the performance of either of the Party is not found satisfactory to the other Party during the execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

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.

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

Immunity to Government of India It is understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles 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

Agents/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 vendor) and Marginal Cost of Funds-based Lending Rate (MCLR) of State Bank of India plus 2% per annum (for Indian vendor). The Buyer will also have the right to recover any such amount from any contracts/ Purchase order concluded earlier with Buyer.

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.

Settlement of Disputes and Arbitration for Foreign Vendors: 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 law applicable to conducting arbitration shall be Indian law. The arbitration tribunal shall be consisting of sole arbitrator. The arbitrator, who shall not be a citizen or domicile of the country of either of the parties or of any other country unacceptable to any of the parties, shall be nominated by the parties within ninety (90) days of the receipt of the notice mentioned above, failing which the arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 or by dispute resolution institution like International Centre for Alternative Dispute Resolution (ICADR) or India International Arbitration Centre (IIAC). In case, nomination of sole arbitrator under Indian Arbitration and Conciliation Act, 1996 or by dispute resolution institution like ICADR/IIAC is not acceptable to either of the parties, then the sole arbitrator may be nominated by the President of International Chamber of Commerce, Paris, but the said nomination would be after consultation with both the parties and shall preclude any citizen with domicile of any country as mentioned above. The Arbitration Tribunal shall have its seat in India. The award of the Arbitration shall be final and binding on the parties to this contract. 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 by the Vendor and the HAL, unless otherwise awarded by the Arbitration Tribunal. The language(s) of the arbitration shall be English. 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 (all/both) parties

Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division 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, which are 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 any manner which will contravene the Laws of India.

PART – IV

Price: a) The bidder is required to indicate prices against individual items. Prices quoted should be in the currency of the country of supply or any other convertible foreign currency (to be specified by HAL in line with RBI/ FEMA rules). b) HAL being manufacturers, bidders to indicate in the quotation manufacturers discount if any. c) Bidders to confirm that: The prices quoted are the lowest export price and is the same as they would normally quote to Govt. Department. d) Price quoted should be net FOB/FCA, export packed/FAS Vessel with no extra charge whatsoever. e) If, for special reasons, bidder prices are Ex-Works or F.O.B. plant, bidder must prepay inland transportation’s. Port dues and shipment charges up to F.O.B. vessel at port of shipment and claim this amount of actual along with the price of the goods through bank. Bidder’s quotation should indicate clearly the extent of such charges. f) Tenderers should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

Terms of Payment: a) In accordance with our standard practice, payment against any order materializing out of your offer, will be against presentation of documents through the State Bank of India, India. b) As a matter of policy HAL arrange payment of NET 30 days after dispatch of Goods and submission of Invoice and documents as per Purchase Order.

Taxes: In respect of Foreign bidders, bidders has to bear all taxes, duties and levies payable in their country and HAL will bear all statutory levies, other than withholding tax and Goods & Service tax, payable in India.

Delivery Period: Delivery within 06 weeks from the date of Placement of Purchase Order.

Export Licence: Vendors should categorically confirm the availability/ability to obtain of export license from their government for exporting the system. Vendor shall be required to obtain and maintain all Export/Import licenses and permits etc., as the case may be, required for performing supplies against this tender. Obtaining export license shall be entire responsibility of the vendor.

Limitation of Liability: Except in cases of criminal negligence or wilful misconduct, the aggregate liability of the Supplier to the 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 the HAL concerning IPR infringement.

Declaration of Non-supply of Counterfeit Products: The bidder has to comply and categorically indicate that the parts/product supplied is manufactured by OEM or through authorized distributor of OEM. Counterfeit parts/products should never be supplied. At any point if it is found that the part and/or product supplied are found to be counterfeit, penal actions as per company rules and existing laws may be initiated against the vendor.

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

Please indicate following: Contact person name Postal address, Mobile and email ID for future correspondence / clarifications and also provide email and phone no of CEO/ GEM /Proprietor or Key Personnel

Kindly indicate following bank Account details: • Bank Name & place: • Account No: • IBAN No: • Swift Code:

Note: Bidder shall submit the above Supporting Documents confirming their Bank Account details. In case of non-receipt of such supporting documents, bidders shall be requested to submit the same within 15 days of 'Bid Submission Date' indicated in the RFQ otherwise the bid will be liable for rejection.

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 along with bid documents in 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.

HINDUSTAN AERONAUTICS LIMITED MCSRDC Division Marathalli Post Bangalore - 560 037. INDIA

Commercial Terms and Conditions (For Indigenous supplier) of Tender - Part of Technical Bid - Annexure - 2a

Tender Ref. No. MC/S461-2335/25/1

Name of the Vendor/ Firm:

Quotation Ref. No.:

PLEASE INDICATE YOUR RESPONSE/ COMPLAINCE/ ACCEPTANCE TO THE FOLLOWING TERMS (MANDATORY) AND UPLOAD AS A PART OF TECHNICAL BID

PART – I

Tender Due Date: The due date for submission of quote is as indicated in RFQ through e-procurement mode only.

Validity of the Quotation: Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 90 days from the closing date of enquiry and the materials / service offered should be perfectly kept under provisional reservation for this quotation.

Submission of Tender: a) Response to bid through HAL e-Procurement portal should be uploaded in the e-Portal. Response to bid through e-Procurement should be uploaded in the e-portal only. Bid submitted by bidder’s authorized dealer / distributor/channel partner should accompany with ink signed / digitally signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered an unsolicited. b) Vendors should ensure the bids are submitted as per RFQ attached in PDF form well before due date and time of tender. Vendor may note technical bid should include technical aspects only. If prices are indicated in the technical bid or attached as a part of technical bid even in the form of PDF, the offer will not be considered for evaluation.

Late Tender: a) Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered. b) HAL will not be responsible for inability of bidder to upload the tender documents in e-procurement. c) HAL reserves the right to reject late or incomplete tender.

Opening of Tenders: Tender will be opened on or after the bid opening date indicated in the RFQ.

Tender Evaluation: a) The tender will be evaluated as per Group wise A (Sl No 1& 2)&B (Sl No 3 & 4) at Annexure-3(Price bid) b) Bid with lowest price conforming to the specification will be considered for placement of order. c) 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. d) If the bidder considers that tendered quantity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evaluation in this case will be done on MOQ x unit price, if MOQ offer beyond 20% of RFQ quantity. e) If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders on L1 price. f) Conditional discounts will not be considered in evaluation of tender. g) In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened. h) Applicability of the Taxes (IGST/CGST etc.) should be explicitly indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

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

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

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) HSN (Harmonized System of Nomenclature) code for the goods provided in this Tender Document is only indicative. It shall be the responsibility of Bidder to ensure that they quote the exact HSN 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’

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.

c) Purchase Preference Policy - MSE 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. a) As per the Policy, Micro and Small Enterprises (MSE) Following shall be followed subject to the quoted price of MSE falls within the price band of L1+15% and such MSE agrees to match with L1 price (where L1 is non-MSE vendor): i. In case the tendered item fall under splitable/divisible category, the MSE shall be allowed to supply 25% of total tendered quantity. ii. In case the tendered item fall under non-splitable/ non-divisible category, the MSE shall be allowed to supply 100% of total tendered quantity. Concurrent application of public procurement policy for both MII and MSE shall be governed as per the OM vide No. F.1/4/2021-PPD dated 18/05/2023 from PPD, DoE, MoF.

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. The same shall be resolved in the following manner, discretion of HAL in this regard is Final: a) If, in the price structure quoted for the required goods / services, 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; b) 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 c) 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. d) 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, the bid is liable to be rejected.

PART – II

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.

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 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.

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

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

Supply of Alternative Item: In case bidder is quoting for an alternative part number it should be confirmed that the offered part is fully interchangeable with the required part. Applicable descriptive literature/ catalogue if any may please be enclosed by the bidder with offer (at least two copies).

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.

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 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 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 (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.

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.

Repeat Order: HAL reserves the right to place repeat Order up to 100% of the value of the original order (statutory levies shall be paid as applicable) within 12 months from the date of completion of the original order. The prices, terms and conditions of the repeat order shall be the same as that of the original. However, placement of repeat order is not guaranteed and this will be at the sole discretion of HAL.

Liquidated Damages: In the event of an order, we reserve the right to collect a sum of 0.5% per week excluding taxes of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered part of the order. In case Bidder/s does not agree with LD clause, the maximum LD amount/ to the extent of LD value not agreed shall be loaded in the Comparative Statement, to determine the successful bidder.

Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.) Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Supplier directly or through an agent has committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following:

a) If Bidder/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 Bidder from the Tender Process b) If a contract has already been awarded: 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 the HAL along with interest thereon at the prevailing rate;

c) Remedies in addition to the above: i) In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it shall be lawful on his part to: File information against Bidder 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 Bidder 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 Bidder 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 bidder/ 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 bidder 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 for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder 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.

Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 03 months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 02 years. ii) If there is change in Buyer requirement, contract shall be terminated with 03 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully 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 Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 10 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 06 months. v) Based on the decision of the Arbitration Tribunal

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

Termination for Default of Either of the Party (mutual termination): Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the other Party, 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 the end Customer. c) Either of the Party is declared bankrupt or becomes insolvent. d) It is noticed that either of the Party has violated/breached the Integrity. e) As per decision of the Arbitration Tribunal. f) Either of the Party has assigned the contract to a third party without prior permission from other party. g) If the performance of either of the Party is not found satisfactory to the other Party during the execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

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.

Product Support/ Obsolescence: Vendor shall provide product support for a minimum period of 10 years with regard to necessary spares, consumables and services. In case of obsolescence of products / sub systems / components, the same has to be communicated to HAL in regular intervals for necessary action by HAL. Even after the said mandatory period, vendor would be bound to give at least two years notice to the HAL/end user prior to closing the production line so as to enable a Life Time Buy of all spares before closure of the said production line. All upgrades and modifications carried out on the equipment during its lifecycle must be intimated to HAL. In case of obsolescence of any item / spare parts / assemblies, vendor shall provide an alternate solution/equivalent item readily available in the market. The vendor shall continue to support for a minimum period of 10 years by making available spare parts and assemblies

Warranty 12 months from the date of acceptance of the items. During warranty period vendor shall repair or replace the faulty items at free of cost.

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.

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

Immunity to Government of India It is understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles 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

Agents/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 vendor) and Marginal Cost of Funds-based Lending Rate (MCLR) of State Bank of India plus 2% per annum (for Indian vendor). The Buyer will also have the right to recover any such amount from any contracts/ Purchase order concluded earlier with Buyer.

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.

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.

Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division 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, which are 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 any manner which will contravene the Laws of India.

Payment terms 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.

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

Payment For Stores/Supplies: Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the supplier’s bank account as notified to HAL on submission of bills in triplicate. Payment for the stores on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed forinspection after receipt of goods.

PART – III

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

Price: The bidder is required to indicate prices against individual items. a) Price quoted should be on F.O.R. Destination basis, for delivery at HAL Stores inclusive of all charges including transit insurance. b) Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees. c) Tenderers should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

Taxes: Rate of GST HSN code/ SAC or any other 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.

Delivery Period: Delivery within 06 weeks from the date of Placement of Purchase Order.

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.

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.

DOCUMENTS: Following documents where ever applicable should be submitted along with the bid 1. GST Regsitration Certificate 2. HAL Vendor resgistration Certificate 3. ECS Mandate 4. MSME Resgistration on UAM portal (if applicable) 5. Authorised Distributor Certificate from OEM (if applicable)

Government e-Marketplace (GeM) registration: Any bidder participating in the tender should also got registered in GeM portal and should provide GeM seller ID as a part of their offer. In case, such GeM seller ID not provided as a part of their offer, supplier need to take up with GeM Authority for onboarding on GeM portal and provide such details, which will be necessary requirement for placement of order by HAL for this tender.

Indicate your GeM registration Number

Declaration of Non-supply of Counterfeit Products: The bidder has to comply and categorically indicate that the parts/product supplied is manufactured by OEM or through authorized distributor of OEM. Counterfeit parts/products should never be supplied. At any point if it is found that the part and/or product supplied are found to be counterfeit, penal actions as per company rules and existing laws may be initiated against the vendor.

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

Please indicate following: Contact person name Postal address, Mobile No & email ID for future correspondence / clarifications and also provide email and phone no of CEO/ GEM /Proprietor or Key Personnel

Kindly indicate following Bank details: • Bank Name & Branch: • Account No. • IFSC: • Copy of Bank attested ECS Mandate and Cancelled cheque:

Note: Bidder shall submit the above Supporting Documents confirming their Bank Account details. In case of non-receipt of such supporting documents, bidders shall be requested to submit the same within 15 days of 'Bid Submission Date' indicated in the RFQ otherwise the bid will be liable for rejection.

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 along with bid documents in 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.

Mission & Combat System Research & Design Centre HINDUSTAN AERONAUTICS LIMITED Marathalli Post Bangalore - 560 037 INDIA

Commercial Bid (PRICE FORMAT) - Annexure-3

Tender Ref. No. MC/S461-2335/25/1

Name of the Vendor/Firm

Quotation Ref. No.:

Group

D38999/26WJ35SN

D38999/24FC35SN

Grand Total Value

Note:Tender Evaluation will be as per Group wise A (Sl No 1& 2)&B (Sl No 3 & 4).

1) The subjected items are intended for Defence usage. Vendor to confirm whether any specific exemption is avalaible for the taxes for Defence application.

2) HAL reserves the right to reduce the quantity indicated above for ordering.

IMPORTANT NOTE: (a) The offered prices above should be quoted as per compliance provided to Annexure-1, 2 & 3 without any deviation. (b) Conditional offers are not accepted

OTHER INFORMATION, IF ANY