PROCUREMENT OF 2 TYPES OF METTALLIC RAW MATERIAL

Price Terms/ Delivery Terms: 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.

Please note that your quotation should be net FOB / FCA export packed (Nearest International Airport)/ F.A.S. vessel (sea port) with no extra charges whatsoever.

a) If, for special reasons, you quote prices Ex-Works or F.O.B plant, you must prepay inland transportation’s, Port dues and shipment charges upto F.O.B. vessel at port of shipment and claim this amount at actuals along with the price of the goods through bank. Your quotation should indicate clearly the extent of such charges. b) Bidders have to bear all taxes, duties and levies payable in their country and HAL will bear all statutory levies, other than withholding tax and service tax, payable in India.

Liquidated Damages : In the event of an order, we reserve the right to deduct 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/delayed part of the order.

Terms of Payment: (i) In the event of an order, 100% payment will be made within 30 days after inspection and final acceptance at HAL, by wire transfer (foreign vendor) or RTGS (Indian vendor) or any other latest Electronic Payment remittance mode. ii) If under unavoidable situations payment has to be made through Letter of Credit, the same can be established for 100% of the order value before three months from the date of dispatch. All bank charges are to be borne by the vendor.

Taxes: In respect of Foreign bidders, bidders has to bear all taxes LC Charges, 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.

Validity of quotation: Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 180 days from the closing date of enquiry and the materials offered should be kept under provisional reservation for this quotation.

Shelf Life (Mandatory for shelf life materials): The materials should have atleast 80% shelf life at the time of despatch. You should indicate Room Temperature Life, date of manufacture, date of expiry/ full shelf life of material on each roll/ package. Storage conditions to be indicated on each package/ container with supporting documents (technical/ material data sheets as per Manufacturer). AS APPLICABLE

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. (if applicable)

Supply of alternative item: Bidder is requested to quote only for items (specifications, part numbers, etc) as per our enquiry. 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). HAL reserves the right for acceptance/ rejection of the offered alternative item.

Quantity: a) Your 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. c) If you consider the requested quantity small, you may quote for minimum ordering quantity.

Tender evaluation: a) Tender will be evaluated line wise unless otherwise specified. If the RFQ rquirement is more than one year, vendor can submit quotation for one year or more. Tender will be evaluated as per HAL discretion. b) Bid with lowest price conforming to the specification will be considered for placement of order. c) 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, Evaluation will be done on Landed cost basis. d) 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.

e ) Loading factors : Factors will loaded (amount will be added on basic price) in the Comparative Statement, to determine the successful bidder. -----In case of bidders not agreeing for LD clause, LD Factor) : (10-L)*Q/100, Max loading factor 10%, Q: Quoted basic price, L: Maximum rate of LD agreed ------ Delivery Term (DT Factor) : F*Q/100, [FCA/FOB (Foreign)], where F = Freight & Insurance (in %) as provided by Divisional Finance or 2%, whichever is higher. Besides, in case of Exworks, (Foreign) an additional, 0.5% will be loaded. In case vendor quotes on CIF Bangalore, Loading factor = 0.02*Q ------- In case of payment LC & Advance (PT Factor) : Loading factor will be calculated as below : (for Letter of Credit terms) : LC + ((T/12)*(R/100)*QL)*0.02 (for advance payment ) : ((T/ 12)*(R+2)/100*QA) LC Charges as applicable (LC), LC/Advance duration in Months (T), Marginal Cost of Funds-based Lending Rate (MCLR) per annum (R), Extent of LC payment in Quoted price (QL), Extent of Advance payment in Quoted (QA), ,

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.

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

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

Please provide your bank account details. - same will be mentioned in purchase order Name of Bank Bank Account No./ IBAN SWIFT Code/ IFSC

Option Clause: HAL reserves the right to order additional quantities up to 50% 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

In cases where authorised dealer/distributor/channel partner participate in a tender on behalf of a manufacturer, they should not quote on behalf of any other manufacturer in the same tender. In case of receipt of more than one bid from such authorised dealer/distributor/channel partner, such bids will be summarily rejected.

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.

Supply should be from the latest batch of manufacture and should be covered with a) Original ink-signed invoice b) Packing list c) Certificate of Conformity/ Release Note/Manufacturer's Test Reports issued by OEM d) Certificate of date of manufacture and shelf life in case of shelf life items. These documents to be supplied along with consignment and should be from Manufacturer only (duly signed by competent authority of Quality Assurance Department of Manufacturer). This is mandatory documents to be supplied, failing which supply will not be accepted. As per terms of order, one set of complete documents of despatch is to be sent to us immediately on despatch of items. Failure to comply with this condition and any demurrage which we might incur in clearance of consignment for non-receipt of documents will be recovered from you.

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.

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

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.

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

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, 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.

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 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. 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 law applicable to conducting Arbitration shall be Indian Laws. The Arbitration Tribunal shall have its seat in India. The language of the arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Contract/PO. The award of such Arbitration shall be enforceable in Indian Courts only. 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. 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.

Applicable law & Jurisdiction: 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.Resultant contract will be interpreted under Indian Laws.

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

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

Short Closure Contract: HAL reserves the right to short close this contract with prior notice to the vendor at any time during the tenure of the contract. The liabilities if any shall be mutually discussed and agreed.

Purchase Preference Policy: In ine with Public Procurement (preference to Make in India) Order, 2017, issued by Goverment of India, preference will be accorded to the bids submitted by Indian bidders, subject to fulfillment of conditions (Attached). -- Additional Terms & conditions Public Procurement (Preference to Make in India), Appendix-A (Type II) (pdf attached) -- Restrictions under Rule 144(xi) of the General Financial Rules (GFRs) issue by GoI, Ministry of Finance, Department of Expenditure (DOE). Annexure-II A, Type I or Type II as applicable (pdf attached)

Indemnity: The successful bidder/Supplier shall defend, indemnify and hold HAL harmless from and against all actions,causes of action, liabilities, claims, suits, judgment, liens, awards, damages of any kind and nature whatsoever and expenses and costs of litigation to the extent such claims arise out of infringement of any IPR, patent, copyright, trademark or inv

Debarred/ banned or blacklisted : Bidders to confirm whether, they have been debarred/ banned/ blacklisted or not by any Division/ Office of HAL/ PSE/PSU/CPSE/Ministry of Defence or any institutions/offices of State & central GOI. 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.

Declaration to be provided in your company letter head. I/We the authorized representatives of (name of company) hereby declare and confirm that in the last 3 consecutive years, the (name of the company) is not black listed or been debarred, suspended, disqualified removed, business dealings banned or otherwise prevented from bidding by Ministry /Department/Organisation/CPSE of Govt. of India or restrained by any Court Order. Further, I/We the authorised representatives of (Name of Company) are aware that any false information provided herein will result in rejection of our Bid/Offer and cancellation of any PO /Contract if awarded at any stage when this declaration is found incorrect and shall be subjected to appropriate legal action.

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 before initiating any liquidation process 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.

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.

Entire Agreement: This Contract/PO contains the entire agreement between the parties with respect to the subject matter of this Contract/PO and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of this Contract/PO. This Contract/PO will not be varied except in writing signed by an authorized representative of each Party.

Severability: If any provision or portion of a provision of this Contract/PO is determined to be illegal, invalid, or unenforceable by Law/Regulation/Court, then that portion or provision will be stricken/deleted and the validity and enforceability of the remaining provisions of Contract/PO will not be affected.

QUALITY ASSURANCE REQUIREMENTS

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division (Formerly known as Composite Manufacturing Division) Marathahalli Post Bangalore - 560 037 INDIA

PART - I

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

Conditions of Tender - Indian Bidders

Tender Ref. No.: ACD/IMM/PUR4/MC488-1022/RT2/2026

Name of the Vendor/ Firm:

Quotation Ref. No.:

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

Terms of Payment: In the event of an order, 100% direct payment will be made within 30 days after inspection and final acceptance at HAL, by wire transfer (foreign vendor) or RTGS (Indian vendor) or any other latest Electronic Payment remittance mode.

Taxes: a) GST : Vendor should mention applicable HSN code. 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. b) 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 Supplier for having paid the Excise Duty at actual. The present rate and tariff details should be indicated. c) In case the Vendor failed to upload GST invoices in the GST portal and HAL lost the right to avail the Input Tax Credit (ITC), HAL reserves the right to debar the Vendor and/ or to initiate legal action against the Vendor.

Validity of the quotation: Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 180 days from the closing date of enquiry and the materials offered should be kept under provisional reservation for this quotation.

Shelf Life (Mandatory for shelf life materials): The material should have atleast 80% shelf life at the time of dispatch. You should indicate Room Temperature Life, date of manufacture, date of expiry/ full shelf life of material on each roll/ package. Storage conditions to be indicated on each package/ container with supporting documents (technical/ material data sheets as per Manufacturer). AS APPLICABLE

Supply of alternative item: Bidder is requested to quote only for items (specifications, part numbers, etc) as per our enquiry. 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). HAL reserves the right for acceptance/ rejection of the offered alternative item.

Quantity: a) Your 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. c) If the bidder considers that tendered quantity is small, the bidder may quote for Minimum Ordering Quantity (MOQ)

Tender evaluation: a) Tender will be evaluated line wise unless otherwise specified. b) Bid with lowest price conforming to the specification will be considered for placement of order. c) 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, Evaluation will be done on Landed cost basis. d) 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.

e ) Loading factors : Loading factor will loaded (amount will be added on basic price) in the Comparative Statement, to determine the successful bidder. -----In case of bidders not agreeing for LD clause, LD Factor) : (10-L)*Q/100, Max loading factor 10%, Q: Quoted basic price, L: Maximum rate of LD agreed ------ Delivery Term (DT Factor) : In case vendor quotes on Ex works basis/CIF Bangalore, Loading factor = 0.02*Q ------- In case of payment LC & Advance (PT Factor) : Loading factor will be calculated as below : (for Letter of Credit terms) : LC + ((T/12)*(R/100)*QL)*0.02 (for advance payment ) : ((T/ 12)*(R+2)/100*QA) LC Charges as applicable (LC), LC/Advance duration in Months (T), Marginal Cost of Funds-based Lending Rate (MCLR) per annum (R), Extent of LC payment in Quoted price (QL), Extent of Advance payment in Quoted (QA), ,

f) 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.

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

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

Please provide your bank account details. - same will be mentioned in purchase order Name of Bank Bank Account No./ IBAN SWIFT Code/ IFSC

Option Clause: HAL reserves the right to order additional quantities up to 50% 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

In cases where authorised dealer/distributor/channel partner participate in a tender on behalf of a manufacturer, they should not quote on behalf of any other manufacturer in the same tender. In case of receipt of more than one bid from such authorised dealer/distributor/channel partner, such bids will be summarily rejected.

Supply should be from the latest batch of manufacture and should be covered with a) Original ink-signed invoice b) Packing list c) Certificate of Conformity/ Release Note/Manufacturer's Test Reports issued by OEM/ Type approval certificate from CEMILAC / RCMA d) Certificate of date of manufacture and shelf life in case of shelf life items. These documents to be supplied along with consignment and should be from Manufacturer only (duly signed by competent authority of Quality Assurance Department of Manufacturer). This is mandatory documents to be supplied, failing which supply will not be accepted. As per terms of order, one set of complete documents of despatch is to be sent to us immediately on despatch of items. Failure to comply with this condition and any demurrage which we might incur in clearance of consignment for non-receipt of documents will be recovered from you.

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

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

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.

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 Contract/PO 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 Contract/PO.

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.

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

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.

Settlement of Disputes and Arbitration: a) Amicable Settlement by way of Mediation: 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 initially. If both parties wish to constitute a High-Level Committee (HLC) from external sources then preferably such committee may consist of a retired Judge or a retired High-Ranking officer and/or a technical expert in that disputed field for which both parties disputed. The discussions shall be referred to a HLC of experts from internal or external sources, constituted by both parties to mediate on the existing difference or dispute between the Parties. Any dispute, which cannot be settled amicably, within 90 days or till such date/period as mutually extended from the date on which both Parties constitutes the HLC and the same is not covered in Arbitration proceedings also, then such dispute, disagreement or question which exists, shall be referred for adjudication by the Courts. The Committee internal or external may contain sole or such odd numbers where one member shall be the Presiding officer of the mediation process and committee shall be well versed in the field of mediation. Any settlement agreement arrived through above Mediation process requires prima facie approval of Competent Authority of HAL (on behalf of HAL) before parties signing such settlement agreement or it becomes final. Each party shall bear its own cost of preparing and presenting its case. The cost of Mediation including the fees and expenses of the Mediators shall be shared equally between the Parties, unless otherwise agreed in mediation. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any mediation hereunder without the prior written consent of other party.

b) ARBITRATION (Note: Arbitration shall be invoked if the value of the disputed claim is less than Rs 10 Crore only) 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 Contract/PO.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. 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.

Dispute Resolution Mechanisms : 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: All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this Contract or the breach thereof shall be settled by Arbitration in accordance with the Rules of Arbitration of the ICA/ICADR/IIAC and the award made in pursuance thereof shall be binding on the parties. The provisions of the Arbitration and conciliation Act 1996 or any statutory modifications thereof shall apply to such conciliation. Resultant contract will be interpreted under Indian Laws.

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

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

EXIT CRITERIA: The contract/order may be terminated under the following circumstances: a. In the event of unsatisfactory performance by the vendor during the contract period, or any of the information provided by the supplier is found to be untrue, or supplier is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 1 month advance notice without any financial implication to HAL. Notwithstanding the foregoing, in cases where it is found that a supplier is engaged in unethical practices, the same shall be barred from participating in the future contracts for a period indicated in the HAL's Purchase Manual. b. If there is change in the Customer requirement, contract shall be terminated with 1 month's advance notice. The liability of HAL in this case will be agreed mutually. c. The supplier is declared bankrupt or becomes insolvent. d. The delivery of material is delayed due to causes of Force Majeure by more than (3 months). e. Based on the decision of the Arbitration Tribunal.

Short Closure of the contract: 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.

Purchase Preference Policy: In ine with Public Procurement (preference to Make in India) Order, 2017, issued by Goverment of India, preference will be accorded to the bids submitted by Indian bidders, subject to fulfillment of conditions (Attached). -- Additional Terms & conditions Public Procurement (Preference to Make in India), Appendix-A (Type II) (pdf attached) -- Restrictions under Rule 144(xi) of the General Financial Rules (GFRs) issue by GoI, Ministry of Finance, Department of Expenditure (DOE). Annexure-II A, Type I or Type II as applicable (pdf attached)

Status as MSEs (MANUFACTURER): As per Government of India direction, The aspect as indicated below would be applicable for procurement which falls under divisible category (i.e., not applicable for indivisible category). If any Indian vendor satisfies the requirement of MSEs stipulation and also falls within the purchase preference margin as called for in MSME policy (in case of matching L1 price) will be considered for ordering 25% of tendered quantity. The balance quantity/works will be considered for distribution amongst all bidders (including MSEs) as per this subject purchase preference policy. That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor might have also indicated MLC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable MLC & the offer will be dealt accordingly. Other MLC information will be treated as invalid. Evaluation will be done as per latest MSE guidelines issued.

Debarred/ banned or blacklisted : Bidders to confirm whether, they have been debarred/ banned/ blacklisted or not by any Division/ Office of HAL/ PSE/PSU/CPSE/Ministry of Defence or any institutions/offices of State & central GOI. 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.

Declaration to be provided in your company letter head. I/We the authorized representatives of (name of company) hereby declare and confirm that in the last 3 consecutive years, the (name of the company) is not black listed or been debarred, suspended, disqualified removed, business dealings banned or otherwise prevented from bidding by Ministry /Department/Organisation/CPSE of Govt. of India or restrained by any Court Order. Further, I/We the authorised representatives of (name of company) are aware that any false information provided herein will result in rejection of our Bid/Offer and cancellation of any PO /Contract if awarded at any stage when this declaration is found incorrect and shall be subjected to appropriate legal action.

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 before initiating any liquidation process 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.

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.

Entire Agreement: This Contract/PO contains the entire agreement between the parties with respect to the subject matter of this Contract/PO and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of this Contract/PO. This Contract/PO will not be varied except in writing signed by an authorized representative of each Party.

Severability: If any provision or portion of a provision of this Contract/PO is determined to be illegal, invalid, or unenforceable by Law/Regulation/Court, then that portion or provision will be stricken/deleted and the validity and enforceability of the remaining provisions of Contract/PO will not be affected.

QUALITY ASSURANCE REQUIREMENTS

HINDUSTAN AERONAUTICS LIMITED Aerospace Composites Division (Formerly known as Composite Manufacturing Division) Marathahalli Post Bangalore - 560 037 INDIA

PART -II TECHNO-COMMERCIAL BID (KINDLY SUBMIT SIGNED QUOTATION)

Tender Ref No.: ACD/IMM/PUR4/MC488-1022/RT2/2026

Nature of work: Procurement of 2 Types of Metallic Raw Materials

Name of the Vendor/ Firm:

Your Quotation Ref No.:

SPRING STEEL WIRE, DIA 2 mm X COIL QQ W 470 OR AMS 5112

STEEL ROD, DIA 6 MM X 2 MTR LN 668 1.4044.5 OR Z15CN17-03 TREATED TS 900/1050 MPA AIR 9160C OR BS 7S 80 HT

DELIVERY TERM

PAYMENT TERM

LD CLAUSE ACCEPTANCE (YES/NO)

QUOTATION VALIDITY FROM TENDER CLOSING DATE

DELIVERY SCHEDULE ACCEPTANCE

SHELF LIFE OFFERED (IF APPLICABLE)

LEAD TIME FOR SUPPLY

Delivery Schedule: single lot

Other remarks, if any

SIGNATURE / SEAL