DESIGN AND DEVELOPMENT OF UNFEATHERING PUMP FOR DO-228 AIRCRAFT

HINDUSTAN AERONAUTICS LIMITED, TRANSPORT AIRCRAFT DIVISION, KANPUR

COMPLIANCE MATRIX

TERMS AND CONDITIONS FOR DESIGN & DEVELOPMENT OF UNFEATHERING PUMP FOR DO228 A/C

Sl. no. Requirements Essential/Desirable/ For Information COMPLIANCE

(YES/ NO/ INFORMATORY)

TECHNICAL REQUIREMENTS (PART A) HEADING

1 Vendor’s responsibility HEADING

1A The Draft Technical Requirement for the Unit is enclosed at Annexure-B. Development Agency shall carry out Requirement Review with an external domain expert in co-ordination with the airworthiness agencies / HAL to ensure the adequacy of technical specification document Essential

1B To address all TBD (To Be Defined) points of Technical Specification Document (TSD) prior to Requirement Review. Essential

1C Submission of Type Certification Basis (TCB), Airworthiness Certification Plan (ACP) and Quality Assurance Plan (QAP) documents in co-ordination with HAL to airworthiness agencies for approval. QAP shall be submitted post PDR and prior to fabrication of prototype(s) of indigenous Unit. Essential

1D Carrying out the Technical Requirement Review (TRR), Preliminary Design Review (PDR), Critical Design Review (CDR) & Test Adequacy Review (TAR) with prior intimation (min. 15 working days) to HAL and Airworthiness Agencies. Development Agency shall extend the necessary technical support required after TRR, PDR & CDR for updating of TSD. Development Agency shall implement all the necessary modifications in the indigenous Unit emerged out after TRR and PDR & CDR. Essential

1E Development of all necessary Design Documents, Process Documents & Test Documents required for airworthiness certification and will get the approval by airworthiness agency through HAL. Essential

1F Procurement of raw materials required for fabrication of prototype(s), along with test reports and Certificate of Conformity (CoC) traceable to OEM as per approved Bill of Material (BoM). Development Agency has to offer the kit for inspection in-line with AQA directive 06/2018 dated 15.10.2018, guideline for "Kit Inspection of Electrical, Mechanical components and Consumables for airborne modules/LRUs" Essential

1G Initially 02 set - 01 Successful QT unit and 01 for SOFT prototype unit set for Ground testing and Flight testing/ performance evaluation will be required After successful trial testing and approval and production accecptance, bulk quantity order will be processed. Installation kit containing required mating connectors/ fastners on aircraft side should be considered as part of supply. Essential

1H Development of the Test Equipment/ Rig, generating all the required documents, fabrication of Test Equipment / Rig as per approved BOM and carrying out necessary QT (Qualification Test) as per QAP & ATP (Acceptance Test Procedure) document approved by Airworthiness agencies. The Test Equipment /Rig is required to carry out the standalone functional test for acceptance of indigenous Unit Essential

1I Carrying out functional tests as per approved Acceptance Test Procedure (ATP) document to meet the requirement mentioned in the approved TSD. Essential

1J Fabrication of special fixtures for' qualification tests, if required and get it approved from airworthiness agencies Essential

1K Carrying out Qualification Tests as per approved Qualification Test Procedure (QTP) to meet the requirement of approved TSD. Qualification Tests are to be done in two stages i.e. first stage is Limited Qualification Test (LQT) on pbtotype Unit-1 to obtain the clearance for aircraft level test and second stage is for Ground testing / Aircraft testing on prototype Unit-2. Essential

1L After completion of all development activities, Development Agency to provide all support to HAL for applying for Letter of Technical Approval (LoTA) /Production Clearance (PC) for certification of indigenous Unit from CEMILAC/RCMA. Essential

1M The complete development process of subject system/Unit will be done in co-ordination with CEMILAC and DGAQA/DGCA/ TARDC. The qualification requirements suggested by regulatory authority at any stage of development shall be binding to the vendor and shall be demonstrated to CEMILAC/DGAQA/DGCA/ TARDC. Essential

1N Documentation: The details of documents/ publications that should be provided by Development Agency at the time of QT/flight trials must include and not restricted to the following: a. Approved drawings. b. Qualification test reports. c. Acceptance Test Procedure (ATP) for approval during development phase. d. Certificate of Conformity (COC)/Form-1 e. Component Maintenance Manual (CMM) f. Installation Manual Essential

2 HAL’s responsibility: HEADING

2.A Providing Technical Requirement of Unit/Systems. INFORMATORY

2.B Conducting ground testing/flight testing. INFORMATORY

OTHER TERMS & CONDITIONS (PART B)

3 Development Agency should be an Indian company/manufacturer and shall intended to indigenize/ supply the indigenous Unit. Essential

4 Fabricated indigenous Unit shall be Form, Fit, Function and Integration (FFFI) substitution of existing imported Unit. Essential

5 Development of indigenous Unit shall be done by using latest technology. Development Agency shall be able to provide supply/ maintenance support and cater the obsolescence for next 15 years minimum. Essential

6 Development Agency shall provide hard copy of all the documents, test reports/ analysis etc. generated during the development process to HAL. Soft copy is to be provided wherever hard copy is not feasible Essential

7 Development Agency shall provide necessary support with respect to all aspects including resolution of technical problems, snags/ defects/ failure observed during the activities to be done by HAL. Essential

8 Development Agency shall absorb any changes in design and fabrication, if encountered during technical requirement review, integration and certification of indigenous Unit. Essential

9 All activities done by Development Agency shall be as defined in the DDPMAS Ver 1.0, IMTAR-21 Ver 1.0 & AFQMS and revision received during the process. The DDPMAS is basically the framework and Procedure required for the Design, Development & Production of Military Air System and Airborne Stores. The technical airworthiness requirement for activities related for certification is defined in IMTAR (Indian Military Technical Airworthiness Requirements) document. The guidelines for the quality management system for manufacturing of airborne stores is defines in AFQMS (Approval of Firm and its Quality Management System) document. Essential

10 HAL will be the primary interface between Development Agency and Airworthiness Agencies during all indigenization process. Essential

11 Warranty of three years on delivered production items is required for the developed items after certification from RCMA / CEMILAC. Essential

12 Qualified Vendor shall confirm/ submit a road map having/ developing in due course, the sufficient capacity to meet the annual production quantity requirement after successful project development as per indicated HAL annual requirement. Essential

13 Foreclosure Criteria: No foreclosure of the project will normally be done after issue of Purchase Order, other than a. Serious breach of contractual terms by the Vendor. b. Unsatisfactory progress of the project. c. Serious design deficiencies, repeated failures during testing. d. if rates quoted by the successful vendor are found to be abnormally high In above given exceptional cases where the foreclosure is done during the D&D stage, for reasons not attributable to HAL, The Vendor shall be liable to return the complete payment made by HAL till that stage. INFORMATORY

14 LIQUIDATED DAMAGES: The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and delivery must be completed on or 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) HAL reserves 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 delay w.r.t delivery scheduleas accepted in Purchase order. In case of delay due to any force majeure event beyond the control of vendor (communicated in writing by vendor timely before the expiry of delivery date), HAL may extend the delivery schedule on mutual agreement. Only natural Acts of God like earthquakes, floods, fires,landslides, storms, hurricanes, volcanic eruptions, tsunami etc. and otherevents arising out of political, social, economic, technical &environmental issues at large beyond the reasonable control will only beconsidered as force majeure events. In the event of such force majeure, thevendor affected thereby shall use reasonable efforts to cure or overcome thesame and resume performance of its obligations of the contract.The valid documentary evidence of force majeure event will be required to extend thedelivery schedule (or) b) To terminate the contract in the event of action being taken under Para – (a) above, the Vendor shall be liable for any loss which HAL may sustain onthe account, but the Vendor shall not be entitled to any gain on re-purchasesmade against default. Essential

ASSESSMENT PARAMETERS (PART C)

15 Indigenous Content: In accordance with Para 21 of Chapter 1 of DAP 2020 products indigenously designed, developed and manufactured (lDDM) should have minimum of 50% Indigenous. Development Agency should submit duly filled & signed Appendix-I (Indigenous Content Proforma) in support. HAL Team May verify the documentary evidence to confirm the given IC. Essential

16 Technical Capability: The project requires sound knowledge of design, development and manufacture of similar type of items/equipment for aerospace application. Vendor shall have prior experience in design, development & manufacturing of aerospace equipment and should provide documentary evidence for the same. 1. HAL TAD Kanpur will carry out Technical evaluation to asess technical capability to design & develop the unit/ system 2. Technical evaluation may include site visit/VC as per requirement by HAL team to vendors premises and/or a technical presentation by vendor to demonstrate its capability in design & development. Essential

17 Providing complete technical proposal describing detailed methodolgy of the offered design and development in line with tendered technical requirement of the product. Essential

18 The respondent to this RFQ are required to give details of company and their technical capabilities as per Appendix-III. Essential

19 Quality Management System: The vendor shall have its Quality Management System certified to AS9100 D.Vendor should submit a copy of certificate. Essential

20 The vendor shall have appropriate test equipment for trial & testing of unit at vendor’s work place/ on-site. In case the vendor do not own a test facility, the plan for progressing such testing at approved test facilities like HAL/DRDO labs/ NABL accredited labs is to be indicated in the response. List of testing facilities or consent to carry out testing at HAL/DRDO labs/ NABL accredited labs should be submitted along with the response. Essential

21 TIME FRAME: The important time frames and critical activities for the project is as follows. Issue of Purchase order: T1 -PDR T1+ 3 months -CDR T1+ 5 months -Submission of Documents T1+ 6 months -Prototype developement T1+ 8 months -Qualification testing/Flight trials T1+10 months -Issuance of LOTA/PC/Certification from Regulatory body T1+15 months - Any extension to the above timelines may be considered by Divisinal Head based on recommendation of indigenisation Head considering the Vendors request and specifying reason for delays. Preferred

22 Intellectual Property Rights (IPRs) HAL will be the sole owner of Intellectual Property generated during the project including rights of sale and after-sale service of the item developed. Development agency can not directly deal with HAL customers for sales and after sales service. As the manufacturing and ROH technology will be available only with theDevelopment Agency(s), in order to enable independent exploitation of the IP by HAL, the transfer of technology for manufacturing and ROH in the form of comprehensive and complete documentation (such as production drawings & Design/technology documents) should be supplied by the Development Agency(s) if so required by HAL. Essential

Commercial Terms and Conditions Compliance Sheet PART-III

RFQ No. LTA/MK1/25/3

Sl. No. RFQ Clauses Bidder's Comments (Complied / Not Complied) Remarks (If Any)

1 Validity of Quotation

Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 365 days from the closing date of enquiry and the materials of offered should be perfectly kept under provisional reservation for this quotation.

2 Submission of tender in two bid system in manual mode

2.1 The bidder is required to submit bids in Manual mode only directly to HAL in two bid (TECHNICAL bid and PRICE bid) system either through post/courier/drop in sealed cover superscribed with RFQ No. and due date with clear marking of bidder details on or before the due date & time. Each bid will be put in seperate cover sealed and superscribed with RFQ No., due date and indicated as Technical Bid or Price bid as the case may be. Both sealed covers will be put in a single cover, which will again be sealed and superscribed with RFQ No., due date, bidder's name & postal address. The sealed cover can be dropped in ‘IMM Tender Box, Hindustan Aeronautics Limited, Transport Aircraft Division, Chakeri, Kanpur, U.P - 208008’. The cover should be marked with RFQ no., due date and bidder's name & postal address. Response received, without bearing the bidder's name & address will not be entertained. Offers received in any other mode or late or without RFQ reference number & due date or not properly sealed or with no indication of Technical Bid / Price Bid and vendor name shall not be considered. Address of the Division/Dept.: IMM Tender Cell, Hindustan Aeronautics Limited, Transport Aircraft Division, Chakeri, Kanpur-208008 (U.P), India

2.2 Bid received with technical bid and price bid in open condition inside one envelope will be rejected.

2.3 Submitting only one bid with rates and technical details as a single bid will be rejected.

3 Only Indian Original Equipment Manufacturers (OEMs), with proven expertise in design, development & manufacture of similar items of aircraft are requested to participate in the Tender.

4 Vendor Registration

Interested suppliers should register themselves with the division for Placement of POs. In case of New Vendors participating in open tenders, application for registration (Annexure-5) with authorized signature on every page & documents (PAN, GSTIN, BANK Mandate from the Banker/ Cancelled Cheque, MSME Details such as Micro/Small or Medium, SC/ST or lady owned etc) as per the check list (Annexure-5A) for assessing capability is mandatory along with the offer. kindly down load Application for Vendor Registration (Indian) from HAL website www.hal-india.co.in and submit the application with check list & other supporting documents.

5 Opening of Tenders issued in Manual mode

a) Tender will be opened on (date / time as per tender notification) at Tender Cell (IMM), Hindustan Aeronautics Limited, Transport Aircraft Division , Chakeri, Kanpur-208008 (U.P), India. Bidders or their authorized representatives, who are desirous to attend the tender opening may forward written confirmation with name of authorized person and designation prior to tender opening. b) During tender (Price bid) opening, only the important particulars like price, payment and delivery terms will be read out.

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 loss or delay in receipt of tender documents/ tender in transit. c) HAL reserves the right to reject late or incomplete tender.

7 Extension of Tender Due Date

The due date for submission of tender can be extended on the request of vendor through e-mail with proper justification provided the request is received before 10 days from the tender bid submission date. The decision i.r.o extension of tender due date will be solely of HAL based on the justification provided by the bidder and HAL may grant extension 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.

8 Extension of Time for delivery

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.

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.

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. d) Price quoted for development should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 365 days from the closing date of enquiry.

11 Payment term

11.1 For Development Phase: Payment within 30 days after successful completion of development phase / certification of the item.

11.2 For Production Phase: Payment within 30 days after receipt and acceptance of items.

11.3 In the event of an order, 100% payment will be made through RTGS or any other latest Electronic Payment remittance mode within 30 days after receipt, flight test, acceptance & certification for airworthiness as applicable by ORDAQA & HAL.

11.4 Bank Details: The latest bank details with cancelled cheque & ECS Bank Mandate duly coordinated by your banker should be provided along with the offer otherwise offer will not be considered. Bank details provided by vendor alongwith the quotation will be updated and freezed in HAL's ERP database and will not be changed till closure of contract.

a) The quotation must be in the unit in which the quantity is indicated in RFQ. 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.

13 Quantity Requirement Aspects

Firm and Anticipated quantity are mentioned in the Technical and Price Bid. The anticipated requirement would be taken up for ordering as and when requirement arises. a) Initially a development order including NRC and Quantity requirement for testing/certification purpose would be placed on the successful bidder. b) Post successful completion of development firm requirement will be ordered as per the delivery indicated in the RFQ against Customer Order. In continuation towards anticipated requirement ordering will be done proggressively as and when requirement arises. c) In case of delay in development the quantity to be ordered could vary in certain cases in comparison with RFQ quantity. d) In case of default or continuous delay by the vendor , then HAL reserves the right to terminate the development order and will not entertain reimburesement of any expenses claimed by the vendor , HAL may seek refund of development prices if already paid as per the terms and conditions of the PO/Contract.

14 Price Bid Aspects

14.1 a) Price Bid should have NRC element and RC element separately defined. b) Towards RC element - it should cover both Firm requirement price and anticipated requirement prices, again identified separately year wise. c) The vendors who are bidding against the tender need to provide applicable price for NRC and RC (year wise) for the indicated quantity as sought in the Price Bid. d) For each offered price, applicable taxes if any need to be clearly indicated. e) The successful bidder will be determined on the basis of lowest collective price NRC (including cost toward Development Quantity) + RC (firm requirement + anticipated requirement) and based on Discounted Cash Flow (DCF)/Net Present Value (NPV) method. For DCF/NPV the discounting rate need to be considered as per the prevailing MCLR (of SBI) plus 2% rate on the date of technical bid opening. f) Though anticipated requirement would be ordered as and when required, commercial evaluation will be as per the offer sought and bid submitted on the same lines. g) Development phase prices should be firm and fixed till completion of all development activities.

14.2 h) In case some of the bidder/s do not indicate the applicable RC price for the delivery spread as called for in the Tender, the highest of the annual price escalation quoted by other bidder/s will be considered for determining the applicable price of later years. In case, such bidder turnout to be the successful, no escalation in price will be entertained, since the same is not mentioned in bid/quote. i) The bidders to note that NRC and RC elements have been sought separately and are required to quote accordingly. Post submission of offer, no modification will be entertained in respect to such offered Prices, to determine the successful Bidder. j) No escalation/increase in price/s (for development/production units as indicated in the PO/ Contract) will be entertained in case of delay in development of the item by the Vendor.

14.3 k) In order to ensure successful completion of the Development Phase and also to perform/undertake Series Production, as per the pricing and condition of terms as covered in the initial order, Vendor has to provide a written Undertaking duly honouring these terms. This undertaking need to be provided immediately after completion of CDR stage / within 6 months from the Development order by the Vendor. Further Vendor declining to provide such an undertaking, in such case/s will be considered for short closure and will be taken up for alternative action by HAL, besides HAL also reserves the right to exclude Vendor from participation in future Development Tenders.

14.4 l) It is pertinent to note that the successful bidder will be decided based on the collective price applicable for NRC + RC together. If any bidder upon post completion of development, do not honour the RC as submitted in the initial offer and seek enhancement then the same will not be entertained. Besides such bidder will not be considered for any future programmes and also such item/ s will be indigenised by an alternative source by invoking Risk and Cost provision.

14.5 In case of delay in development for the reasons attributable to the HAL or in case of non-availability of firm customer order even after the successful development, the price/s may be negotiated for the delayed period for the quantity (Firm/ Anticipated requirement) indicated in the PO/Contract, based on the escalation/year wise prices indicated in the final price offered/agreed by the successful bidder.

14.6 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 have quoted subject to these terms and conditions.

14.7 When counter terms and conditions of business 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.

14.8 No condition and terms, notice of which has not been given in this enquiry by parties submitting quotations, will be considered by HAL, if put forward in subsequent correspondence, after acceptance of orders etc.

14.9 Developer/Manufacturer's name and country of origin of the import materials content must be clearly specified. Complete details and illustrated literature must accompany all offers.

14.10 Quotation should be free from correction, over-writing, etc.

14.11 All drawings (photo/sketches) provided by HAL should be returned with your offers. If you are unable to quote our drawings / photos / sketches should also be returned immediately along with your regret letter.

14.12 Please indicate whether your firm is registered in Udyam Registration Portal with the following details along with offer. 1) If 'YES' please provide following details with documentary evidence. a) Updated Udyam Registration certificate. b) Whether firm is lead by SC/ST/Lady/others 2) All existing MSMEs registered with any other organization such as NSIC, DICCI etc , should register again under Udyam Registration Portal.

14.13 MSME vendor should clearly mention MSME details in their quotation and provide documentary evidence along with the offer.

14.14 Participating MSEs quoting price within price band of L1+15 % shall also be allowed to supply a portion of requirement by bringing down their price to L1 price in a situation where L1 price is from someone other than a MSE and such MSEs shall be allowed to supply upto 25% of total tendered value in case of divisible category.

15 Non-Honoring of RC by Vendor

i) Failure to Honor RC Post-Development: If, after the completion of development, the vendor does not honor the RC as initially submitted in the offer and seeks a price enhancement, such requests will not be entertained. (ii) Vendors failing to honor the original RC will not be considered for future programs, and the item(s) may be indigenized through an alternative source by invoking the Risk and Cost provision.

16 Integrity Pact (if applicable)

16.1 Integrity Pact (IP) as per HAL's format shall be duly ink signed by the bidder along with the witnesses. Failure to sign Integrity Pact as per HAL’s standard format may lead to rejection of offer. The hard copy of original ink singed IP should be submitted alongwith the bid HAL. The submission of Integrity Pact without deviation is a mandatory requirement.

16.2 It is requested to forward the original ink signed Integrity Pact in duplicate (as per HAL's format) duly initialled on each page to the following Contact Person and Address: Address of the Division/Dept.: Hindustan Aeronautics Limited, Transport Aircraft Division, Chakeri, Kanpur-208008 (U.P), India Contact Person Name/Designation : Mr. Navdeep Shrivastava, Sr.Manager (IMM) Tel No. : +91-512-2451749 ~ 58, Ext 4598

16.3 In respect of IP and its monitoring authority i.e. the Independent External Monitor (IEM), who is appointed by HAL, in line with the communication received from Central Vigilance Commission (CVC). The present IEM/s is/are: 1. Name : Shri Sunil Kumar Bansal, IPS (Retd.) E-mail ID : [email protected] 2. Name : Shri Ashok Kumar Tripathy, IAS (Retd.) E-mail ID :[email protected] 3. Name : Shri Chaitanya Kumar Varma, CE&MES (Retd.) E-mail ID :[email protected]

16.4 The bidder may approach the IEM nominated only for IP related issues. Any other specific clarifications/query/status with reference to tender and request for validity extension of the tender etc., should be forwarded to concerned tender issuing HAL Officer.

16.5 In case, if Bidder has already signed Omnibus IP with any other Divisions of HAL and validity of the same exists for this contract period, then Bidder may forward the copy of the same. If Omnibus IP is not signed, then Bidder may choose to execute either of the IP formats i.e. Omnibus IP or Standalone IP.

16.6 The Bidder(s) agrees to submit such document(s) like submission of Integrity Pact (IP)/additional documents etc., if required or as called for in RFQ, subsequent to opening of the bid and before finalizing the contract or PO, depending up on the then circumstances and decision of HAL. Any failure to submit such document(s)/IP as per HAL format, shall amount to rejection of the Bid, about which the decision shall be at the discretion of HAL.

17 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.

18 Goods and Services Tax (GST):

18.1 GST Registration Status:

18.1.a 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.

18.1.c 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.

18.1.d (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.

18.2 HSN Code & GST rate: HSN (Harmonized System of Nomenclature) code (if mentioned) 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. HSN Code for each item to be mentioned in the quotation.

18.3 Supplier should clearly mention GST Registration no. (Both HAL GSTIN no. & Supplier GSTIN no.), HSN code/SAC code and GST Invoice should be uploaded in the GST portal and supplies should be affected and information regarding dispatch should be given to concerned Purchase Officers. The same GST Invoice along with GST Registration no., HSN/SAC code for the items supplied to be provided to HAL. Payment will be released only after confirmation from the Vendor that the Invoice with all details uploaded in GST portal.

18.4 If Supplier having turnover less than Rs. 20.00 lacs (as per Govt guidelines on GST from time to time), it should be clearly mentioned in the Quotation and also proof of the same should be provided along with Quotation.

18.5 In case, if it is found that the HSN code / SAC code no. & taxes applicable provided by you in your Quotation are wrong/ incorrect, you will be liable to action and claims will be raised on you

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

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

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

20 Jurisdiction and Governing/Applicable laws:

The Court at Kanpur,India only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of the 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.

21 Security Deposit

The successful vendor, shall have to deposit 5% of the total value excluding taxes (if taxes and duties quoted seperately otherwise total order value quoted ) within 15 days of issuance of purchase order by way of demand draft or bank guarantee in a prescribed format of HAL from a schedule bank in India, valid up to 60 days after the completion of contract period/last supply. This Security Deposit will bear no interest and will be returned only after the contract is completed to the entire satisfaction of HAL. In case, quotes received without indicating the break-up details of GST, ED etc. and order placed subsequently on composite value (without indicating break-up details of taxes & duties) then the Security Deposit to be sought on the composite value (including taxes & duties). a) In case the contract is not executed to the entire satisfaction of HAL the security deposit shall be forfeited, besides initiation of risk purchase action. b) No claim will be entertained against HAL either in respect of interest, if any due on the security deposit or depreciation in value. c) On due performance and completion of the contract in all respects, the security deposit will be returned to the vendor, without any interest, on presentation of absolute “No Demand Certificate” and upon return in good condition of any specifications, drawings, samples or any other property belonging to the purchaser, which may have been issued to the vendor.

22 Non-conformities between Figures and Words

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

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.

24 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.

25 Quality & Workmanship

1) Generally the stores shall be of the best quality and workmanship. Contractor shall comply with the contract in all respects be to the satisfaction of HAL. Where tenders are called for in accordance with ‘particulars’, the contractor’s tenders to supply in accordance with such `particulars’ shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and no claim on his part which may arise on account of non-examination or insufficient examination of the ‘particulars’ will in any circumstances be considered. The contractor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly specified in the Purchase Order. 2) The Stores/Goods supplied shall conform to the standards, if mentioned in the Technical Specifications, or, where no applicable standard is mentioned, to the authoritative standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the concerned institution.

26 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.

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.

28 Liquidated Damages

In the event of an order, we reserve the right to collect a sum of 0.5% per week including 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.

29 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) HAL reserves 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 delay w.r.t delivery schedule as accepted in Purchase order. In case of delay due to any force majeure event beyond the control of vendor (communicated in writing by vendor timely before the expiry of delivery date), HAL may extend the delivery schedule on mutual agreement. Only natural Acts of God like earthquakes, floods, fires, landslides, storms, hurricanes, volcanic eruptions, tsunami etc. and other events arising out of political, social, economic, technical & environmental issues at large beyond the reasonable control will only be considered as force majeure events. In the event of such force majeure, the vendor affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations of the contract.The valid documentary evidence of force majeure event will be required to extend the delivery schedule (or) b) To terminate the contract in the event of action being taken under Para – (a) 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.

30 Delay in Development

a) Impact of Development Delays: In case of a delay in the development of the item/s by the vendor, HAL reserves the right to adjust the total number of items for which the order will be placed. This number may vary from the RFQ quantity. b)Default or Continuous Delay: In the event of default or continuous delay by the vendor with reference to the defined milestones, HAL reserves the right to terminate the development order. HAL will not entertain reimbursement of any expenses claimed by the vendor. Additionally, HAL may seek a refund of development prices already paid, in accordance with the terms and conditions of the Purchase Order (PO)/Contract.

31 Product Support / Obsolescence

Considering that the requirement is spread over 5 years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 20 years. After successful development of the unit/system, in case of obsolescence, bidder should intimate HAL at least 3 years in advance about obsolescence and should also absorb the cost for overcoming the obsolescence and provide continuous support for the next 20 years. HAL may be requiring various spares for the offered system/item in future. Exact requirement for the spare requirement will be intimated separately. Bidder to confirm that the cumulative price of all spares of item should not increase the unit cost of the system.

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 6 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 2 years. ii) If there is change in Buyer requirement, contract shall be terminated with 6 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 5 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 3months. v) Based on the decision of the Arbitration Tribunal.

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

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

35 Appropriation

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

36 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.

37 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.

39 Agents / Agency Commission

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

39 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.

a) 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. b) 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.

41 Statutory Variation Clause

Unless otherwise stated in the contract, statutory increase in applicable GST rate only during the original delivery period shall be to Procuring Entity’s/Buyer account. Any increase in the rates of GST beyond the original completion date during the extended delivery period shall be borne by the Supplier. The benefit of any reduction in GST rate must be passed on to the Procuring Entity/Buyer during the original and extended delivery period. However, GST rate amendments shall be considered for quoted HSN code only, against documentary evidence, provided such an increase of GST rates takes place after the last date of bid submission.

42 Import Content

In case the item/product offered by Indian vendor has import content, then the value of import content shall be indicated in the quotation (in FE/ INR as the case may be).

43 Minimum Local content (Make in India Policy)

43.1 The ‘local content’ requirement to categorize a supplier as ‘Class-I local supplier’ is minimum 50%. For ‘Class-II local supplier’, the ‘local content’ requirement is minimum 20%. Nodal Ministry/ Department may prescribe only a higher percentage of minimum local content requirement to categorize a supplier as ‘Class-I local supplier/ ‘Class-II local supplier’. For the items, for which Nodal Ministry/ Department has not prescribed higher minimum local content notification, it shall be 50% and 20% for ‘Class-I local supplier’/ ‘Class-II local supplier’ respectively. Kindly confirm the percentage of minimum local content in the offered price against each item in your quotation.

43.2 Supplier’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies also included in the tender and the same is covered in the other terms & conditions which are part of RFQ. The aspect as indicated below would be applicable for procurement which falls under divisible category (i.e., not applicable for indivisible category). If any Indian vendor satisfies the requirement of MSEs stipulation and also falls within the purchase preference margin as called for in MSME policy (in case of matching L1 price) will be considered for ordering 25% of tendered quantity. The balance quantity/works will be considered for distribution amongst all bidders (including MSEs) as per this subject purchase preference policy. In case no MSEs qualifies for purchase preference or do not match with L1 price then the total tendered quantity will be distributed amongst all bidders as per this subject purchase preference policy. That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor might have also indicated MLC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable MLC & the offer will be dealt accordingly. Other MLC information will be treated as invalid.

44 Repeat Order

For Production units, HAL may place repeat order up to 100% of the value of the original order (excl. NRC) after the placement of the original order, but within 12 months from the date of completion of 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.

Warranty shall be for a period of Twenty Four (24) calendar months, after the goods have been taken over by HAL, the contractor shall be responsible for any defects that may develop due to faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes necessary for the contractor to replace or renew any defective portion of the goods the contractor shall make such replacement or renewal without any extra cost to HAL. During warranty minimum uptime of 95% shall be ensured failing which warranty period shall deem to be proportionately extended. During warranty period equipment shall be replaced/repaired free of cost including any to & fro freight/insurance involved. Supplier shall attend to warranty calls within 48 hours / 02 days notice.

46 IPR for Development Activities & Infringement of Third Party IPR (Note: In the development orders, where technical inputs/assistance is provided to the vendors/OEM, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items)

46.1 Part – A IPR Clause for Development Activities taken up at the Behest of HAL: a) Seller agrees that HAL shall be the sole owner of all Intellectual Property (IP) generated in the performance of this Contract by or on behalf of Seller with the aid of either funding and/or technical inputs from HAL (hereinafter referred to as ‘Foreground IP’). If applicable and to the extent that Sellersub-contracts performance of any part of the Contract, the Seller shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Seller hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Seller shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Seller shall assist HAL in registering the Foreground IP in favour of HAL. b) Seller grants to HAL an irrevocable, non-exclusive, world-wide, royalty-free license to sell, offer for sale, use, execute, release, disclose, and distribute the developed Supplies/Services/Products, which may contain Background IP. Background IP shall mean and include all pre-existing inventions and IP necessary for HAL to exercise its rights to Foreground IP. c) Seller shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees and associated costs of legal proceedings) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Seller. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Seller shall within reasonable time at Seller’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to seller and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof. d) In case the supplier receives a requirement/ request for supply or repair of deliverables of this contract directly from any third party including HAL’s customers, such request shall be forwarded to HAL. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software (including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

46.2 Part – B: IPR Clause for indemnification of HAL in case of Infringement of Third Party IPR: HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual Property Rights. Seller shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Seller. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Seller shall within reasonable time at Seller’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to seller and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software(including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

47 Confidentiality

The Supplier shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The Purchaser shall hold confidential technical data and information supplied by the Supplier or on behalf of the Supplier and shall not reproduce any such technical data or information or divulge the same to any third party without prior written consent of the Supplier except as far as may be necessary for either party to carry out its obligations under this Contract. In the development orders, where technical inputs/assistance is provided to the vendors, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items.

48 Penalties for Misdemeanors

48.1 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: 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: i. 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.

48.2 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: vi. 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. vii. 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.

49 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.

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

51 Relaxation of Prior Experience & Prior Turn-over Criteria for Micro & Small Enterprises(MSEs) & Start-ups:

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

52 Date of Reckoning of Exchange Rate Variation

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

53 Relationship of the Parties

It is understood that each party is an independent party and that all personnel engaged in the work under the Purchase Order/s that are supplied by either party shall in no sense be employees of the other party. It is further agreed that neither party shall have the right to act as the agent or legal representative of the other party or to bind the other party in any respect whatsoever or to incur any debts or liabilities in the name or on behalf of the other party.

54 Counterparts

This Agreement/Contract shall be signed in two counterparts, each of which will be deemed as an original document.

55 Survival of Special Clauses

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

56 Assignment/Subcontract:

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

57 Amendment to Contract/PO:

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

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

59 Special Note

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. **Conditions & Declaration certificate for Clause regarding restrictions on procurement from a bidder of a country shares a land border with India as per Public Procurement – Restrictions under Rule 144(xi) of GFR is enclosed at Appendix-A (Type I & II) & Appendix-B (Type I & II). Declaration certificate need to filled / signed and to be enclosed along with your offer (along with technical bid in case of 2 bid tendering)

60 Contact details for correspondence (Clarification/query etc. w.r.t. tender should be forwarded to HAL only) except for submission of quotation. **Technical clarification (if any) to be done directly with dealing Indigenisation Officer. The e-mail and contact details are provide below. Contact details of dealing purchase officer: Mr. Navdeep Shrivastava , Sr. Manager (Purchase) E-mail : [email protected] Phone : +91-512-2451749 ~ 58, Ext 4598 Contact details of Head of Section: Mr. Krishan Vir Singh , CM (Purchase) E-mail Id : [email protected] Phone : +91-512-2451749 ~ 58, Ext 4281 Contact details of Head of IMM: Mr. Pankaj Mohan, DGM (IMM) E-mail Id : [email protected] Phone : +91-512-2451749 ~ 58, Ext 4594 Contact details of dealing Indigenisation Officer (For technical clarification) 1. Mr. Javed Asghar , DGM (Indigenisation Deptt.) E-mail Id : [email protected] Phone : +91-512-2451749~ 58, Ext 4718 Mobile: +91 7390006111 2. Mr. Dharmendra Sen , CM (Indigenisation Deptt.) E-mail Id : [email protected] Phone : +91-512-2451749~ 58, Ext 4718 Mobile: +91 9794349977

61 Please offer your acceptance/comment /remarks specifically against each row of Terms and conditions, otherwise your offer may be rejected without any explanation.

हिंदुस्तान एरोनॉटिक्स लिमिटेड HINDUSTAN AERONAUTICS LIMITED

(भारत सरकार, रक्षा मंत्रालय उपक्रम) (A Govt of India Enterprise Under Ministry of Defence)

Hindustan Aeronautics Limited, Transport Aircraft Division , Chakeri, Kanpur - 208008 (U.P.), India Phone :+91-512-2451749 ~ 58 , Web: www.hal-india.com

Enquiry No. : LTA/MK1/25/3 , Due date: 22/06/2026 Time: 14:00 hrs

Supplier's Offer Ref. & Date:

A B C D E F G H I J K L M N O P Q R S T U

Sl. No. Part No. Description NRC Qty UOM Delivery Schedule (for design & development-NRE) Firm Qty Requirement of DO228-9493 after successful development Anticipated Qty Requirement of DO228-9493 after successful development NRC RC

Design & Development Cost Firm Qty Requirement of DO228-9493 after successful development Anticipated Qty Requirement of DO228-9493 after successful development Total Cost (NRC+RC) in INR inclusive of IGST (T=K+M+O+Q+S) Delivery Schedule (for design & development-NRE)

Qty required for 2025-26 Qty required for 2026-27 Qty required for 2027-28 Qty required for 2028-29 Total Value K= D x Unit Price (Inclusive of IGST) For 2025-26 For 2026-27 For 2027-28 For 2028-29

Unit price (Inclusive of IGST) Total Value M = L x G Unit price (Inclusive of IGST) Total Value O = N x H Unit price (Inclusive of IGST) Total Value Q = P x I Unit price (Inclusive of IGST) Total Value S = R x J

1 NRC-DO228-9493 NRC FOR D & D OF UNFEATHERING PUMP 1 NOS T1+15 months months (Where T1 is the date of PO) NIL NIL 5 NIL X X X X X X X X X X

1 Vendor is requested to fill information in the required cells which are highlighted in colour.

2 This is a Two Bid tender. Vendor is requested to give two separate offers, both in sealed covers. Both the offers will be exactly the same, except the offer No. 1 will have all prices/rates/values blanked out and will be called TECHNICAL Bid. The offer No. 2 will be PRICE Bid having the prices/rates/values. Each bid will be put in separate sealed covers, each marked with the Tender number, due date and as TECHNICAL Bid or PRICE Bid as the case may be. Both the sealed covers will be put in a single cover, which will be again sealed and superscribed with tender number and due date.

3 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. In technical bid, any Price information must not be mentioned. If price, in any form, is indicated in Technical bid, offer will be summarily rejected.

4 Evaluation criteria for successful bidder: The succesful bidder will be determined on the basis of lowest collective price i.e sum of NRC (NRE cost for Design & Development) + RC (firm qty requirement + anticipated qty requirement) based on the DCF/NPV method (considering as per prevailing MCLR of SBI, plus 2%).

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

6 Quantities indicated as above calender year wise are anticipated requirement of HAL. However, HAL is not bound to order the same.

7 Delivery schedule i.e T1+ 15 months (as indicated above) is essential criteria for evaluation.

8 Please mention the IGST rate in percentage here i.e _ _ % included in the quoted price of each article i.r.o NRE cost & production unit cost. No separate IGST is to be quoted. The quoted price should be inclusive of IGST.

9 For general correspondence other than submission of quotation, kindly make use of the e-mail ID: [email protected]

हिंदुस्तान एरोनॉटिक्स लिमिटेड HINDUSTAN AERONAUTICS LIMITED

(भारत सरकार, रक्षा मंत्रालय उपक्रम) (A Govt of India Enterprise Under Ministry of Defence)

Hindustan Aeronautics Limited, Transport Aircraft Division , Chakeri, Kanpur - 208008 (U.P.), India Phone :+91-512-2451749 ~ 58 , Web: www.hal-india.com

Enquiry No. : LTA/MK1/25/3 , Due date: 22/06/2026 Time: 14:00 hrs

Supplier's Offer Ref & Date:

A B C D E F G H I J K L M N O P Q R S T U

Sl. No. Part No. Description NRC Qty UOM Delivery Schedule (for design & development-NRE) Firm Qty Requirement of DO228-9493 after successful development Anticipated Qty Requirement of DO228-9493 after successful development NRC RC

Design & Development Cost Firm Qty Requirement of DO228-9493 after successful development Anticipated Qty Requirement of DO228-9493 after successful development Total Cost (NRC+RC) in INR inclusive of IGST (T=K+M+O+Q+S) Delivery Schedule (for design & development-NRE)

Qty required for 2025-26 Qty required for 2026-27 Qty required for 2027-28 Qty required for 2028-29 Total Value K= D x Unit Price (Inclusive of IGST) For 2025-26 For 2026-27 For 2027-28 For 2028-29

Unit price (Inclusive of IGST) Total Value M = L x G Unit price (Inclusive of IGST) Total Value O = N x H Unit price (Inclusive of IGST) Total Value Q = P x I Unit price (Inclusive of IGST) Total Value S = R x J

1 NRC-DO228-9493 NRC FOR D & D OF UNFEATHERING PUMP 1 NOS T1+15 months months (Where T1 is the date of PO) NIL NIL 5 NIL

1 Vendor is requested to fill information in the required cells which are highlighted in colour.

2 This is a Two Bid tender. Vendor is requested to give two separate offers, both in sealed covers. Both the offers will be exactly the same, except the offer No. 1 will have all prices/rates/values blanked out and will be called TECHNICAL Bid. The offer No. 2 will be PRICE Bid having the prices/rates/values. Each bid will be put in separate sealed covers, each marked with the Tender number, due date and as TECHNICAL Bid or PRICE Bid as the case may be. Both the sealed covers will be put in a single cover, which will be again sealed and superscribed with tender number and due date.

3 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. In technical bid, any Price information must not be mentioned. If price, in any form, is indicated in Technical bid, offer will be summarily rejected.

4 Evaluation criteria for successful bidder: The succesful bidder will be determined on the basis of lowest collective price i.e sum of NRC (NRE cost for Design & Development) + RC (firm qty requirement + anticipated qty requirement) based on the DCF/NPV method (considering as per prevailing MCLR of SBI, plus 2%).

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

6 Quantities indicated as above calender year wise are anticipated requirement of HAL. However, HAL is not bound to order the same.

7 Delivery schedule i.e T1+ 15 months (as indicated above) is essential criteria for evaluation.

8 Please mention the IGST rate in percentage here i.e _ _ % included in the quoted price of each article i.r.o NRE cost & production unit cost. No separate IGST is to be quoted. The quoted price should be inclusive of IGST.

9 For general correspondence other than submission of quotation, kindly make use of the e-mail ID: [email protected]