Indigenization i.e. Design Development Qualification and Certification and Supply of Hood for Aerospace Application

HINDUSTAN AERONAUTICS LIMITED

(A Govt. of India Enterprise Under Ministry of Defence)

Accessories Division, Ayodhya Road, Lucknow-226016, UP - INDIA

Temder/Enquiry No. : PR24INDG/19/1 TECHNICAL BID

Supplier/Company Name Supplier's Offer Ref & Date:

Sl. No. Part No. Description and Detail Delivery Schedule Qty (Nos) Part No. Description with Detail Offered Qty (Nos) Unit Price without any GST orTaxes (Price not to mention in Technical Bid) INR Total Price without any GST orTaxes (Price not to mention in Technical Bid) INR Taxes (GST/ IGST etc) EXTRA in % Total Amount Including Taxes and all (Price not to mention in Technical Bid) INR Remarks

1 (a) 561100092LD Hood (Refer Annexure A for Technical Specification/Drawing Detail ) Prototype Qty for Design, Development, Qualification & Certification phase Within 06 months from date of order for Design, Development, Qualification & Certification phase as per defined milestone 5

1 (b) NRC (One time other cost/ One time total Fixed Design & Development Cost @EC 2024) If any 1

1 (c) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2025-26 47

1 (d) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2026-27 25

1 (e) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2027-28 24

Notes: Vendor's Compliance

i) Items are required for Development and Ordering to be processed without Anticipated requirement for Production Phase. After successful development of item after review Production Phase requirement processing will be done separately. Bidder must submit offer for Anticipated requirement also. Please confirm

ii) L-1 Evaluation Criteria on package basis for the items: NRC Cost for development If any + Total Cost for Prototype Qty +Total Cost for tentative production phase units+ Taxes and any other chargesApplicable (i.e.Total Amount Including Taxes and all for a+b+c+d+e) as per HAL standard procedure

1. Supplier is requested to fill information in the required cells which are highlighted in COLOR

2. Kindly note that HAL does not entertain Fax/ Email quotations unless otherwise specifically requested by us in our RFQ.

3. For general correspondence other than submission of quotations on portal kindly make use of the (E-mailID): [email protected]

4. Evaluation will be on Package basis . Therefore vendor has to quote for all lines . Calculation for evaluation of cost will be considered in totality. 5. Lowest one (L-1) Bidder will be decided on Grand "Total for NRC Cost i.e. Fixed Design & Development if any, Total cost of Protype unit, Total cost of unit for tentative production phase qty + Taxes & Duties applicable on (Development cost, prototype cost and cost of production phase qtys)" and it will be on package basis i.e. for all lines. 6. Price Detail not to be fillled in Technical Bid Sheet and to be filled only in Price Bid Sheet placed separately in Tender.

HINDUSTAN AERONAUTICS LIMITED

(A Govt. of India Enterprise Under Ministry of Defence)

Accessories Division, Ayodhya Road, Lucknow-226016, UP - INDIA

PRICE DETAIL TO BE MENTIONED IN THIS SHEET ONLY AND NOWHERE ELSE IN TENDER.

Note: Rates to be mentioned in Numeric Value and Taxes & Charges if any to be mentioned in Percentage

Temder/Enquiry No. : PR24INDG/19/1 PRICE BID

Supplier /Company Name Supplier's Offer Ref & Date:

(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K) Internal Reference

Sl. No. Part No. Description and Detail Delivery Schedule Qty (Nos) Offered Qty (Nos) Unit Price without any GST orTaxes (INR) Total Price without any GST or Taxes (INR) Taxes (GST/ IGST etc) EXTRA in % Total Amount Including Taxes and all Remarks Total Amount Including Taxes and all

1 (a) 561100092LD Hood (Refer Annexure A for Technical Specification/Drawing Detail ) Prototype Qty for Design, Development, Qualification & Certification phase Within 06 months from date of order for Design, Development, Qualification & Certification phase as per defined milestone 5 0.00

1 (b) NRC (One time other cost/ One time total Fixed Design & Development Cost @EC 2024) If any 1 0.00

1 (c) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2025-26 47 0.00

1 (d) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2026-27 25 0.00

1 (e) Anticipated requirement for Production phase (after successful Design, Development, Qualification & Certification) 2027-28 24 0.00

TOTAL (AS PER L-1 EVALUATION CRITERIA) 0.00

i) Item is required for Development and Ordering to be processed without Anticipated requirement for Production Phase. After successful development of item after review Production Phase requirement processing will be done separately. Bidder must submit offer for Anticipated requirement also .

ii) L-1 Evaluation Criteria on Package basis: NRC Cost for development if any+ Total Cost for Prototype Qty +Total Cost for tentative production phase units+ Taxes and any other charges Applicable (i.e.Total Amount Including Taxes and all for a+b+c+d+e) as per HAL standard procedure

1. Supplier is requested to fill information in the required cells which are highlighted in COLOR.

2. Kindly note that HAL does not entertain Fax/ Email quotations unless otherwise specifically requested by us in our RFQ.

3. For general correspondence other than submission of quotations on portal kindly make use of the (E-mailID): [email protected]

4. Evaluation will be on Package basis . Therefore vendor has to quote for all lines . Calculation for evaluation of cost will be considered in totality. 5. Lowest one (L-1) Bidder will be decided on Grand "Total for NRC Cost i.e. Fixed Design & Development if any , Total cost of Protype units, Total cost of units for tentative production phase qty + Taxes & Duties applicable on (Development cost, prototype cost and cost of production phase qtys)" and it will be on package basis i.e. for all lines.

ANNEXURE- E (Terms & Conditions)

Specific Point wise reply against each clause to be submitted by Bidder Unless specific remarks is mentioned by bidder following terms and codnitons will apply. Terms and Conditions not filled and submitted/ not commented with offer will be understood as acceptance of HAL standard Terms and Conditions.

RFQ Clauses Bidder's Response (Complied/Non Complied/Remarks)

1 Tender will be evaluated on Package Basis as per evaluation criteria defiend in the tender. Bidder to ensure tender is quoted accordingly.

Earnest Money Deposit (EMD) : Not Applicable

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

3.1 Price Basis: Price quoted should be on F.O.R. Destination basis, for delivery at HAL Lucknow Stores inclusive of all charges including transit insurance. Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees.

3.2 Applicablity of the Taxes: a) Vendor to specifically mention GST applicable is inclusive or extra. In case GST extra is not mentioned then GST will be considered inclusive in the quoted product price. (GST clause considered, as per applicability) 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 Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

3.3 The bidder is required to indicate prices against individual items.

3.4 Firm Price: Price should be firm and fixed for Design, Development, Qualification, Certification and Supply of Prototypes for firm requirement mentioned in tender.

3.5 Preference will be given to firm prices. But should quoted prices be subject to variation, bidder is requested to give the following information: i) The portion of the contract price which will be subject to such variation ii) A breakdown of this variable figure into i) labour ii) materials etc iii) An escalation formula linked to indices with a Cap should be given and escalation in price established with supporting documents. Price variation may be considered only if it occurs within the contractual delivery period. iv) A further break down of materials giving the main classes of material involved i.e. steel, nonferrous metal etc.

3.6 HAL being manufacturers, bidders to indicate in the quotation manufacturers discount if any.

3.7 Bidders 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.

3.8 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).

3.9 Date of Reckoning of Exchange Rate Variation: 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). 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. 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.

4.1 Bidder's quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished.

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

4.3 For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty. tolerance ± 10% acceptable.

5.1 Terms of Payment: In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. Applicable for MSMEs & Start-Ups:That15% (of the basic price) interest free Advance will be payable against BG of equivalent amount and balance 85% will be paid within 30 days of receipt and acceptance at HAL stores. In case advance is not sought, 100% payment will be made within 30 days of receipt and acceptance at our stores. Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the Vendor’s bank account as notified to HAL on submission of bills in triplicate. Payment will be as per HAL standard practice through HAL's Bank State Bank of India , Bangalore. Payment for the stores on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

5.2 HAL is registered on TReDS platform (Trade Receivables Discounting Systems) as being promoted by GoI directive. It is suggested that all the MSME vendors to take note of the same and consider for registerign on any TReDS platform and avail the platform services which is being made available as per the Government initiative.

5.3 Mode of Payment: In accordance with our standard practice, payment against any order materializing out of the offer, will be against documents submission

5.4 Bank Charges: All Bank Charges, if any, shall be borne by supplier.

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

5.6 Under no circumstances the goods should be despatched by post parcel. In case goods are despatched by post parcel we shall not be liable to make payment to you.

6 Warranty :Warranty shall be covered for 500 flight hours after installation of item on helicopter or 2 years after supply of the unit, whichever occurs earlier.Warranty is after the goods have been taken over by HAL. The contractor/supplier 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 Seven days notice.

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

7.2 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. This clause will be strictly followed by HAL, therefore your delvery should be firm and definite. In case bidder dont agree for the LD clause the maximum LD amount to the extent not agreed LD value shall be loaded for tender evaluation.

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

7.4 Extension/ Overrun. (i) If an extension is desired by the Vendor, then Vendor shall apply for extension of time at least 30 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. (ii) In case the project does not proceed according to the predetermined milestones and as agreed in the offer/contract or if there are undue time and cost overruns, or failure of the prototype(s) on staff evaluation or on account of any other reasons, this requirement under ‘Make-I’ project may be foreclosed in respect of the offer/ contract awarded firm/supplier concerned and proposal for foreclosure with the approval of respective authority at HAL-ADL. Foreclosure criteria will be spelt out in the Project Sanction Order/contract. (ii) In such cases, the total expenditure made by the contract awarded firm/supplier on the prototype development till foreclosure would be assessed and recovery will be as per Make I guidelines.

7.5 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 Vendor. 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.

7.6 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.

8 Supply of Samples: Samples submitted for any reasons shall be supplied without charge and freight paid and without any obligation on HAL as regards safe custody. All samples submitted must be clearly labeled with the Vendor’s name and address and tender number. If the Vendor submits the samples with his bid the same shall notgovern the standard of supply except when it has been specifically stated in the Purchase Order that it is accepted instead of any sealed pattern. Should certified samples be lent to a Vendor by HAL, the Vendor is responsible for the return in perfect order of all certified samples with the labels intact.

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

10 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.

11 Product Support/ Obsolescence: Considering that the requirement is spread over 20 years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 30 years. In case of obsolescence, bidder should intimate HAL at least 3 years in advance about obsolescence and should also absorb the cost for overcoming the obsolescence and provide continuous support for the next 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/system should not increase the unit cost of the item/system.

12 Shelf Life: i) Where goods 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. ii) For such items and bearing, items should have shelf life of minimum 85% at the time of dispatch and should be individually packed/sealed.

13 Specification and alternative item: Material should be offered strictly conforming to our specifications. The deviation in specification, if any should be clearly indicated by you in the quotation. In case bidder quotes alternative part , Quotation should accompany the Applicable descriptive literature/catalogues if any and confirmation of interchangeability. It should be confirmed that the offered part is fully interchangeable with the required part i.e.100% same in fit form and function . The samples should also indicate make/type number of material offered and catalogues. Technical literature and samples, wherever necessary, should be enclosed with the quotation (at least two sets).

14 Quality & Workmanship: a) Items 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 bids 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. b) TheStores/Goods supplied shall conform to the standards, if mentioned in the TechnicalSpecifications, 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.

15 Vendors (OEMs) while submitting the proposal should categorically declare that items quoted by them are their own manufactured products and are not resold (2nd sale). Offers without such declaration are likely to be ignored.

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

17 a) Bidder to indicate if any training arrangements for item/system in India and factory acceptance test if required. (if applicable). b) Bidder may also indicate necessary onsite technical support during installation of the system at no extra cost. c) Two sets of operation manuals/ maintenance manual should accompany the system at no extra Cost (if applicable) d) Quotation should accompany the detailed catalogues and literature.

18 Inspection, Consequences of Rejection:

18.1 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, Development goods etc shall be finally inspected & accepted only after successful commissioning)

18.2 Please indicate in your tender, whether stores newly manufactured throughout are offered or whether tender includes in whole or in part reconditioned stores. Where newly manufactured stores are offered and on inspection it is found that reconditioned stores or parts have been used, such stores will be rejected at the contractor risk and expense.

18.3 In case of airborne material the same should be covered by a Airworthiness Certificate countersigned by person/s authorized by Government Airworthiness Certifying Authority or Notarized Airworthiness Affidavit/ Works/ Test Certificate etc, as applicable.

18.4 HAL PO No., Batch No., Latest issue No., Quantity and Date Of Manufacturing, shall be provided on COC and individual packing label. For shelf life items apart from above Date of manufacturing, date of expiry/storage life shall also be indicated on each along with group.

18.5 Test certificate with date of manufacture/date of expiry/batch no must be provided along with supply.

18.6 HAL is AS9100D Certified Company, so all Development/supplies should meet criteria of AS9100D standards.

18.7 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,

18.8 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.

18.9 Prevention of Counterfeit Parts: The vendor shall plan, implement and control processes, appropriate to the organisation and the product for the prevention of counterfeit or suspect counterfeit parts use and their inclusion in product(s) delivered to HAL.

18.1 Product Safety: The vendor/organization shall plan, implement and control the processes needed to assure product safety during the entire product life cycle, as appropriate to the organization and the product.

19 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 whichat 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.

20 Option Clause: HAL reserves the right to place orders for additional quantity up to a maximum of 100% of the originally contracted quantity at the same rate and terms of contract”. The buyer may operate the option clause within original Delivery Period Option clause after original Delivery Period may be exercised with the consent of supplier.

21 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.

22 Risk Purchases: Please cofirm that the supplier will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms and conditions of respective orders. In case the Vendor fails to execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by the Supplier

23 Fall Clause: 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, Vendor shall forthwith notify such reduction/ saleor 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.

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

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

26 Intellectual Property rights (IPR):

26.1 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)

26.2 Part – A: IPR Clause for Development Activities taken up at the Behest of HAL: a) Vendor 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 Vendor 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 Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL.

26.3 b) Vendor 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.

26.4 c) Vendor 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 Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof.

26.5 d) In case the Vendor 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.

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

26.7 In case, at any stage HAL requires Transfer of Technology after successful Design, Development, Qualification & Certification of Items, Successful Bidder shall provide all the necessary information, Know-how, Know-why and assistance for Transfer of Technology (including but not limited to documents, data, information, know-how, processes, training etc). in order to enable ADL to successfully establish Manufacturing/ RoH facilities at our premises and validate these Free of Cost. HAL shall have world-wide exclusive License for Manufacturing/ RoH of these items without any royalty payment. b) Supplier shall impart free training to HAL Personnel in the area of programming, operation, mechanical maintenance and electronic/electric maintenance at HAL or at supplier’s work and also during commissioning (as required and applicable ). Further boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

28 Confidentiality:

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

28.2 For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/Supplier shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/ Contractor/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/ Contractor/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL;s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/ Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Contractor/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement. The provision of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

28.3 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.

29 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.

30 Agents/Agency Commission: (Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the saidcontract. 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 thisoffer/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 anycontracts/ Purchase order concluded earlier with Buyer.

31 Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.)

31.1 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/ Vendor 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: Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. Calling off of any pre-contract negotiations, and; Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded: Termination of Contract for Default and availing all remedies prescribed thereunder; Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement;Recovery of payments including advance payments, if any, made by the HAL along with interest thereon at the prevailing rate;

31.2 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: File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; 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. Remove Bidder or any of its successors from the list of registered Vendors for a period not exceeding two years. Vendors 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. Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. Debar a bidder/ Vendor from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

32 Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Vendor during the contract period, or any of the information provided by the Vendor is found to be untrue, or Vendor is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 01 (One) month advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Vendor is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 05 (Five) years. ii) If there is change in Buyer requirement, contract shall be terminated with 01 (One) 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 Vendor shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Vendor. Vendor also will render all assistance till the other Vendor fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Vendor specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 01 year from the date of such termination. iii) The Vendor is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 12 months). v) Based on the decision of the Arbitration Tribunal.

33 Termination for Default of Vendor or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Vendor, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Vendor is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work.

34 Settlement of Disputes and Arbitration

34.1 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. 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. Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time.Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

34.2 Applicable only to Non MSEs organizations (i.e.other than PSUs/ DPSUs or MSEs or Foreign Vendors:) Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

35 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.

36 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.

37 Goods and Service Tax (GST) :Bidder to mention GST No. here & HSN code in front of the quoted items in bid. Bidder to attach its GST registration document with tender and ensure that all GSTguidelines & Clauses to be complied. In case composition scheme is opted by bidder/ Any exemption from GST etc then bidder to mention same here and shall submit relevant supporting document in bid.

38 Bidder ensures to provide all supporting document with as required for Eligibility and Eligible Goods & Services: such as Minimum Local Content declaration, GFR 144 declaration, MSE & Start up document etc

39 Bidder ensures to submit following details of Vendor’s credential with the quotation: i) Details of Business Establishment- Certificate of incorporation, Memorandum of Association under companies Act 1956/Partnership Deed etc (As applicable). ii) In case of Proprietary Company/Public Partnership Company where firm registration is not mandatory, full address of office and proof thereof- certified from Notary. iii) Copy of PAN and GSTIN Number and its status iv) ECS Bank Account details details document to be submitted in prescribed format along with quotation v) Udyam Aadhar Registration or Start up Document as per applicabilitly

40 Manufacturer's name and country of origin of the materials, Indigenous (Local Content) & Import contend offered must be clearly specified. Complete details and illustrated literature must accompany all quotations.

41 HAL reserves the right of accepting the whole or any part of the quotation or part of the quantity offered and you must supply the same at the rate quoted.

42 When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

43 HAL conditions of contract will govern any resultant order arising out of the enquiry (copy on application) and bidder's quotation will be subject to the said conditions.

44 Bidder ensure that Ratesmentioned only in Price Bid Sheet specified in the tender. Prices if anywhere else in Technical Bid Sheet or in any other document/is not submitted by bidder and in case found then offer will be summarily rejected.

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

46 Business Conduct & Ethis: Bidder should be commited to conduct its business in accordance with the highest standard of business ethics and complying with applicable lawas, rules & regulations

47 Bidder confirms that all the tender document and terms are read and understood. The bidder certifies that they have correctly and completely understood the requirement from the description, specification, drawing, part nos etc. and wherever alternative part numbers or materials are offered they would serve the purpose without any changes/ modifications to attachment parts. Certified also that in the event of supplied parts not being found suitable, the same would be replaced at vendor’s own cost and also extra cost and freight amount paid by the HAL will be refunded". Bid is submitted by bidder fulfilling the required terms and conditions and all details are true and correct. In case at any stage, any discrepancy/non compliance of mandatory requirements/ misinterpreation/false information etc noted in Bidder's offer/response then HAL may treat bidder as rejected/ non considerable and HAL can take necessary action in this regard at HAL's own discretion.

48 Contact details for general correspondence except for submission of quotation: Ms.Nidhi Sahai , Chief Manager (IMM) E-mail Id : [email protected] Fax No. 0522 2340347 Phone: 0091 522 231 4323, 0091 522 231 4000, Extn: 4323

49 Bidder's Company Name and Signatory

Unless specific contrary is mentioned following terms and codnitons will apply

RFQ Clauses Supplier‘s Comments

1 Tender Due date and offer submission : The due date for submission of quote as Last date of offer submission/Tender due date as mentioned on Invitation to tender. Bid to be submitted within due date. In case of E-Tender The tender must be submitted within due date/time on e-portal website only. Response to bid through e-procurement should be uploaded in the e-portal only and the offer received through any other medium (Fax/email/Post etc) will not be considered. Tender will be opened on due date @ 10:00 Hrs (IST)

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

3 Submission of Bid: a) The bidder is required to submit bids directly to HAL e-Procurment portal. Response to bid through e-Procurement portal should be uploaded in the e-portal only. b) Bid submitted by bidder's authorized dealer/distributor/channel partner should accompany with ink signed or scanned copy of ink signed authrization letter of their principal. c). In response to tender in two bid system, the bidders are required to submit technical bid and price bid separately. d) Submitting only one bid with rates and technical details as a single bid will be rejected. e). The tender is Two Bid tender and Bidder to submit TECHNO COMMERCIAL BID and PRICE BID separately. The technical bid should include all the tender document & prerequisites. However price shall not be mentioned any where apart from specified Price bid sheet of the tender. Bidder must not mention price any where in any bid documents or in any other attachment. (Further, if applicable in tender/ RFQ calls for, Integrity Pact & EMD detail etc also to be attached with the technical bid. Technical bid without EMD (if applicable in tender) in original form will be rejected. In case of EMD sent by SWIFT/Wire Transfer, Transaction code should be indicated along with the technical bid. The technical bid will be accepted only after confirmation of receipt of EMD in time.)

4 Late Bid: a) Bid received after the due date and time specified in the tender shall be treated as late tender. Late tendrs will not be opened and will not be considered. b). HAL will not be responsible for the loss or delay in receipt of tender/bid documents/tender/bid in transit, c) HAL will not be responsible for loss or inability of bidder to upload the bid documents in E-procurement portal. d). HAL reserves the right to reject late or incomplete bid. i. Opening of Tenders: e-Tender will be opened as per Tender due date on HAL e-portal. j. All notifications/corrigendums etc will be issued on HAL e-portal for the e-tenders.

5 Opening of Tenders: Tenders shall be opened on stipulated date & time as per tender and Bidders or his authorized representative may attend the Tender Opening

6 Tender Evaluation:

6.1 Tender will be evaluated on Package Basis as per evaluation criteria defiend in the tender.

6.2 a. Bid with lowest price evaluated conforming to the specification shall be considered for placement of order. b. In addition to price any other criteria (if adopted/mentioned in any tender document) then the most advantageous bid ascrtained on the basis of criteria specified accordingly will be considered. c. If the bidder considers that tendered quatity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evalaution in this case will be done on MOQ x unit price, if MOQ offer beyoun 20% of RFQ Quantity. d. If two or more biders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L1 offer. If same situation prevails then HAL reserve the right to place order on any of them. e. If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves tehe right to source from other bidders on L1 price. f. Conditional discounts will not be considered in evaluation of tender. g. In respect of two bid system, Technical Bid will be opened on the tender opening date. After technical evaluation, the Price bid of those bidders who are technically accepted will be opened.

6.3 To have parallel source of supply, the order may be split to 2 or 3 sources subject to other bidders agreeing for L-1 price. The distribution of quantity amont the bidders will be as per the proportion given below: Qty distribution among L1: L2 in proportion 60% : 40% or Qty distribution among L1: L2: L3 in proportion 50%: 25%: 25%

14.19 Non-conformities between Figures and Words: In case of non-conformities/errors are observed in responsive bids 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.

6.4 Applicability of the Taxes (GST/IGST/CGST etc) should be explicity indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

7 Integrity Pact (If applicable in tender/ if RFQ calls for ): Integrity Pact (IP) as per HAL format enclosed shall be duly ink siged by the bidder along with the witnesses. Failure to sign Integrity Pact as per HAL's Standard format may lead to rejecteion of offer. In case of submission of offer through eportal, scanned copy of the Signed Integrity Pact also need to be submitted along with the offer and in paralled, the hard copy of original ink signed IP should reach HAL by post. The submission of Integrity Pact without deviation is a mandatory requirment. Detailed Instrucitions placed at Annexure-III (If applicable in tender/bid).

Performance Bank Guarantee: ( If applicable in tender/if RFQ calls for): Vendor shall furnish a Performance Bank Guarantee as per HAL’s format (enclosed) for 10 % of order value (to be calculated only on basic cost excluding taxes & duties, if such details are furnished separately in the bid submitted) valid till end of the guarantee/warranty period from a scheduled bank in India (for Indian vendor) / Bank of international repute (for foreign vendor) from the date of acceptance.

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.

HAL is not bound to accept the lowest or any quotation or assign any reason for non- acceptance .

a) Any price, 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. b) Disregard of any instructions, may result in your offer being ignored. c) Canvassing by bidders in any form, including unsolicited letters on bid/s submitted or post tender corrections shall render the bid/s liable for summary rejection. d) HAL or HALs’ representative has the right to verify supplier's premise that product confirms to specific requirements. e) Vendor shall not be entitled without HAL’s consent to assign or transfer to a third party all or part of the benefits or obligations under this contract. f) Bidder to mention invariably in its quotation about the status of bidder's firm or company(Micro, Small , Startups etc) and please submit Udyam Registration/ Start up Certificate accordingly g)The Harmonized System of tariff nomenclature against the items for which quotation is rendered should be indicated.

8 Conflict of Interest:

8.1 Any bidder having a conflict of interest, which substantially affects fair competion, shall not be eligible to bid in this tender. Bid found to have a conflict of interest shall be rejected as non responsive. 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 only one Principal. However this shall not debar more than one Authorized distributor ( if participation not restricted in tender) from quoting equipment manufactured by any 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

8.2 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 of this tender shall result 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 direclty related to consulting services that it provided (or were provided by any affiliate that directly or indireclty controls, is controlled by, or is under common control with that firm), for the procurment planning (inter-alia preparation of feasibility/cost estimates/Detailed Project Report(DPR), design/technical specfications, Terms of Reference (ToR)/Activity Schedule/Schedule of requirements or the Tender Document etc.) of this Tender process or

8.3 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 docuemnt or specifications of the Tender Process, and /or the evalauation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorized distributor cannot represent two manufacturers or quote on thier behalf in a particular tender enquiry. There can be only one bid from the following: i) The Principal manufacture directly or through an authorized distributor on his behalf; and ii) Authorized distributor on behalf of only one principal

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

10.1 GST Registration Status:

10.11 i) All the 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.

10.13 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.

10.14 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.

10.15 Bidder to ensure that anti profiteering clause as per GST Law shall be complied i.e. any reduciton in rate of tax on any supply of googs or services or the benefit of Input tax credit shall be passed to the receipent by way of commensurate reduction in prices.

10.2 HSN Code and GST rate

10.21 HSN (Harmonized System of Nomenclature) code for the goods (if provided by HAL) 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.

10.22 As per the GST Act, the bid and contract must show the GST Tax Rates (and GST Cess if applicable) and GST Amount explicitly and separate from the bid/contract price (exclusive of GST). If the price is stated to be inclusive of GST, the current rate included in the price must be declared by the bidder.

10.23 If a Bidder asks for GST (and GST Cess if applicable) to be paid extra, the rate and nature of such taxes applicable should be shown separately. Bidders should quote 'GST' if payable extra on the total basic rate of each cost element and quote GST in ‘%' inclusive of cess.

10.25 The supply of commodities or services or both, if imported into India, shall be considered as supply under inter-state commerce/ trade and shall attract integrated tax (IGST). The IGST rate and GST cess shall be applicable on the ‘Custom Assessable Value’ plus the ‘Basic Customs duty applicable thereon’.

11 Eligibility and Eligible Goods & Services:

11.1 The requirement against this tender is under indigenous ‘Make I’ attempt to further build on these initiatives and provide a focused, structured and significant thrust to development of defence design and production capabilities in the country. Projects under this tender for Make I pertain to products involving indigenous design, development and manufacturing.

11.2 Vendor’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies is included in the tender MSE Class I Local supplier are only eligible for the participation. Bidder must submit relevant document confirming MSE eligibility and Indigenous content/Class I Local Supplier. Bidder to ensure all required undertaking is filled and submitted with tender as per requirement of eligibility criteria of the tender.

11.3 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 bidder/s 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.

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

11.6 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). Furtehr any bidder (including bidder from India having specified Transfer of Technology (ToT) arrangement with an entity from a country which shares a land border with India, shall also required to be registered with same comptent Authority. 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. a) 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 Vendor in its bid regarding but not limited to any restrictions on certain countries with land-borders with India. The successful bidder shall not be allowed to sub-contract works to any contractor from a country, which shares a land border with India unless such contractor is registered with the Competent Authority.

11.7 Restrictions under Rule 144 (xi) of the General Financial Rules (GFRs), 2017: As per Dept. of Expenditure OM No.6/18/2019-PPD dated 23rd July, 2020, Bidder has to submit Undertaking along with Bid as per Format at Appendix-A (Type I & II) & Appendix-B (Type I & II) for GFR 144 attached with the tender. For details please refer Annexures-GFR 144

11.8 Purchase Preference Policy (Preference to make in India): Purchase preference Policy is applicable to promote/ prefer Make in India order as per Government of India guidelines issued by Department of Industrial Policy and Promotion (DIPP) of Public Procurement (Preference to make in India), order 2017 . Revised 'Public Procurment (Preference to Makein India), Order 2017 dated 16.09.2020 "Purchase Preference" is applicable for the Class I Local Supplier for the items / Services covered in this tender as per above order and as per Appendix Local content-attached with RFQ . (Referece: P-45021/2/2017-PP (BE-II) dated 04.06.2019 with necessary amendments and modification to previous . Order No. 45021/2/2017-B.E-II DT 15th June, 2017 and further as amended by Order No. P-45021/2/2017-B.E.II dated 28.05.2018 and Order No. P-45021/2/2017-PP (BE-II) dated 29.05.2019 and Order No. P-45021/2/2017-PP (BE-II) dated 04.06.2020 )

11.9 Minimum Local Content (Make in India Policy) : The Minimum Local content (MLC) requirement to categorize a Vendor as 'Class-I" local supplier is minimum 50% and For Class-II Local supplier, the local content requiremet is minimum 20% . Local Content or Indigenous Content (IC) for the tendered item is to be more than or equal to 50% (i.e. ≥ 50% of the ‘Make’ portion as per cost of the Base Contract Price (i.e. Total Contract Price less taxes and duties). Bidder/companies will have to ensure compliance of required IC and furnish undertaking as detailed at Appendix A of Local Content. Bidder has to indicate MLC or IC as part of offer & Self Certificate and Auditor might have also indicated IC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable IC & the offer will be dealt accordingly. Other IC information will be treated as invalid.

12 Definition of Indian Vendor: Unless specifically provided an Indian Vendor by whatever nomenclature when referred to means - for defence product/airborne materail requiring industrial license, an Indian entity, which could include incorporation/ownership models as per Companies Act, Partnership Firm, Proprietorship and other types of ownership models including Societies as per relevantlaws, complying with, besides other regulations in force, and the guidelines/licensing requirements stipulated by the Department for Promotion of Industry and Internal Trade (DPIIT) as applicable. For defence products not requiring industrial license, an Indian entityregistered under the relevant Indian laws and complying with all regulations in force applicable to that industry will be classified as an Indian Vendor. The following two additional conditions will also apply: (a) Ownership by Resident Indian Citizen(s). Further, a company is considered as ‘Owned’ by resident Indian citizens if more than fifty percent (50%) of the capital in it is directly or beneficially owned by resident Indian citizens and / or Indian companies, which are ultimately owned and controlled by resident Indian citizens. This implies that the maximum permitted Foreign Direct Investment (FDI) shall be forty nine percent (49%). No pyramiding of FDI in Indian holding companies or in Indian entities subscribing to shares or securities of the Applicant Company or the Strategic Partner shall be permitted. Indirect foreign investment shall be accounted for in counting the forty-nine percent (49%) FDI. (b) Control by Resident Indian Citizens(s) (As defined in Companies Act 2013). ‘Control’ shall include the right to appoint majority of the directors or to control the management or policy decisions including by virtue of their shareholding or management rights or shareholders agreements or voting agreements.

Bidder to confirm that bidding firm/supplier's company is not debarred/blacklisted/ banned from business dealing by any other HAL Division/Govt of India etc at the time of submission of this bid.

Goods and Service Tax (GST) :Please mention your GST No. here & HSN code in front of the quoted items in bid. Bidder to attach its GST registration document with tender and ensure that all GSTguidelines & Clauses to be complied. In case composition scheme is opted by bidder/ Any exemption from GST etc then bidder to mention same here and shall submit relevant supporting document in bid.

Bidder to provide all supporting document with as required for Eligibility and Eligible Goods & Services: such as Minimum Local Content declaration, GFR 144 declaration, MSE & Start up document etc

11.4 Manufacturer's name and country of origin of the materials offered must be clearly specified. Complete details and illustrated literature must accompany all quotations.

13 Please submit following details of Vendor’s credential with the quotation: i) Details of Business Establishment- Certificate of incorporation, Memorandum of Association under companies Act 1956/Partnership Deed etc (As applicable). ii) In case of Proprietary Company/Public Partnership Company where firm registration is not mandatory, full address of office and proof thereof- certified from Notary. iii) Copy of PAN and GSTIN Number and its status iv) ECS Bank Account details details document to be submitted in prescribed format along with quotation v) Udyam Aadhar Registration or Start up Document as per applicabilitly vi

14.1 Price Basis: Price quoted should be on F.O.R. Destination basis, for delivery at HAL Lucknow Stores inclusive of all charges including transit insurance. Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees.

14.2 Applicablity of the Taxes: a) Vendor to specifically mention GST applicable is inclusive or extra. In case GST extra is not mentioned then GST will be considered inclusive in the quoted product price. (GST clause considered, as per applicability) 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 Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

14.3 The bidder is required to indicate prices against individual items.

14.4 Firm Price: Price should be firm and fixed for Design, Development, Qualification, Certification and Supply of Prototypes for firm requirement mentioned in tender.

14.5 Preference will be given to firm prices. But should quoted prices be subject to variation, bidder is requested to give the following information: i) The portion of the contract price which will be subject to such variation ii) A breakdown of this variable figure into i) labour ii) materials etc iii) An escalation formula linked to indices with a Cap should be given and escalation in price established with supporting documents. Price variation may be considered only if it occurs within the contractual delivery period. iv) A further break down of materials giving the main classes of material involved i.e. steel, nonferrous metal etc.

14.6 HAL being manufacturers, bidders to indicate in the quotation manufacturers discount if any.

14.7 Bidders 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.

14.8 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).

14.9 Date of Reckoning of Exchange Rate Variation: 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). 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. 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.

15.1 Bidder's quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished.

15.2 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.

15.3 For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty. tolerance ± 10% acceptable.

16 Warranty :Warranty shall be covered for 500 flight hours after installation of item on helicopter or 2 years after supply of the unit, whichever occurs earlier.Warranty is after the goods have been taken over by HAL. The contractor/supplier 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 Seven days notice.

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

17.1 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. This clause will be strictly followed by HAL, therefore your delvery should be firm and definite. In case bidder dont agree for the LD clause the maximum LD amount to the extent not agreed LD value shall be loaded for tender evaluation.

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

17.3 Extension/ Overrun. (i) If an extension is desired by the Vendor, then Vendor shall apply for extension of time at least 30 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. (ii) In case the project does not proceed according to the predetermined milestones and as agreed in the offer/contract or if there are undue time and cost overruns, or failure of the prototype(s) on staff evaluation or on account of any other reasons, this requirement under ‘Make-I’ project may be foreclosed in respect of the offer/ contract awarded firm/supplier concerned and proposal for foreclosure with the approval of respective authority at HAL-ADL. Foreclosure criteria will be spelt out in the Project Sanction Order/contract. (ii) In such cases, the total expenditure made by the contract awarded firm/supplier on the prototype development till foreclosure would be assessed and recovery will be as per Make I guidelines.

17.4 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 Vendor. 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.

17.5 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.

18.0 Supply of Samples: Samples submitted for any reasons shall be supplied without charge and freight paid and without any obligation on HAL as regards safe custody. All samples submitted must be clearly labeled with the Vendor’s name and address and tender number. If the Vendor submits the samples with his bid the same shall notgovern the standard of supply except when it has been specifically stated in the Purchase Order that it is accepted instead of any sealed pattern. Should certified samples be lent to a Vendor by HAL, the Vendor is responsible for the return in perfect order of all certified samples with the labels intact.

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

20 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.

21 Product Support/ Obsolescence: Considering that the requirement is spread over 20 years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 30 years. In case of obsolescence, bidder should intimate HAL at least 3 years in advance about obsolescence and should also absorb the cost for overcoming the obsolescence and provide continuous support for the next 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/system should not increase the unit cost of the item/system.

22 Shelf Life: i) Where goods 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. ii) For such items and bearing, items should have shelf life of minimum 85% at the time of dispatch and should be individually packed/sealed.

23 Specification and alternative item: Material should be offered strictly conforming to our specifications. The deviation in specification, if any should be clearly indicated by you in the quotation. In case bidder quotes alternative part , Quotation should accompany the Applicable descriptive literature/catalogues if any and confirmation of interchangeability. It should be confirmed that the offered part is fully interchangeable with the required part i.e. 100% same in fit form and function . The samples should also indicate make/type number of material offered and catalogues. Technical literature and samples, wherever necessary, should be enclosed with the quotation (at least two sets).

24 Quality & Workmanship: a) Items 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 bids 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. b) TheStores/Goods supplied shall conform to the standards, if mentioned in the TechnicalSpecifications, 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.

Vendors (OEMs) while submitting the proposal should categorically declare that items quoted by them are their own manufactured products and are not resold (2nd sale). Offers without such declaration are likely to be ignored.

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

a) Bidder to indicate if any training arrangements for item/system in India and factory acceptance test if required. (if applicable). b) Bidder may also indicate necessary onsite technical support during installation of the system at no extra cost. c) Two sets of operation manuals/ maintenance manual should accompany the system at no extra Cost (if applicable) d) Quotation should accompany the detailed catalogues and literature.

25 Inspection, Consequences of Rejection:

25.1 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, Development goods etc shall be finally inspected & accepted only after successful commissioning)

25.2 Please indicate in your tender, whether stores newly manufactured throughout are offered or whether tender includes in whole or in part reconditioned stores. Where newly manufactured stores are offered and on inspection it is found that reconditioned stores or parts have been used, such stores will be rejected at the contractor risk and expense.

25.3 In case of airborne material the same should be covered by a Airworthiness Certificate countersigned by person/s authorized by Government Airworthiness Certifying Authority or Notarized Airworthiness Affidavit/ Works/ Test Certificate etc, as applicable.

25.4 HAL PO No., Batch No., Latest issue No., Quantity and Date Of Manufacturing, shall be provided on COC and individual packing label. For shelf life items apart from above Date of manufacturing, date of expiry/storage life shall also be indicated on each along with group.

25.5 Test certificate with date of manufacture/date of expiry/batch no must be provided along with supply.

25.6 HAL is AS9100D Certified Company, so all Development/supplies should meet criteria of AS9100D standards

25.7 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,

25.8 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.

24.1 Terms of Payment: In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. Applicable for MSMEs & Start-Ups:That15% (of the basic price) interest free Advance will be payable against BG of equivalent amount and balance 85% will be paid within 30 days of receipt and acceptance at HAL stores. In case advance is not sought, 100% payment will be made within 30 days of receipt and acceptance at our stores. Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the Vendor’s bank account as notified to HAL on submission of bills in triplicate. Payment will be as per HAL standard practice through HAL's Bank State Bank of India , Bangalore. Payment for the stores on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

24.2 HAL is registered on TReDS platform (Trade Receivables Discounting Systems) as being promoted by GoI directive. It is suggested that all the MSME vendors to take note of the same and consider for registerign on any TReDS platform and avail the platform services which is being made available as per the Government initiative.

24.3 Mode of Payment: In accordance with our standard practice, payment against any order materializing out of the offer, will be against documents submission

24.4 Bank Charges: All Bank Charges, if any, shall be borne by supplier.

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

Under no circumstances the goods should be despatched by post parcel. In case goods are despatched by post parcel we shall not be liable to make payment to you.

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 whichat 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.

Option Clause: HAL reserves the right to place orders for additional quantity up to a maximum of 100% of the originally contracted quantity at the same rate and terms of contract”. The buyer may operate the option clause within original Delivery Period Option clause after original Delivery Period may be exercised with the consent of supplier.

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.

Risk Purchases: Please cofirm that the supplier will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms and conditions of respective orders. In case the Vendor fails to execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by the Supplier

Fall Clause: 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, Vendor shall forthwith notify such reduction/ saleor 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.

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

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

Intellectual Property rights (IPR):

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)

Part – A: IPR Clause for Development Activities taken up at the Behest of HAL: a) Vendor 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 Vendor 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 Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL.

b) Vendor 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) Vendor 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 Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof.

d) In case the Vendor 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.

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

a) In case, at any stage HAL requires Transfer of Technology after successful Design, Development, Qualification & Certification of Items, Successful Bidder shall provide all the necessary information, Know-how, Know-why and assistance for Transfer of Technology (including but not limited to documents, data, information, know-how, processes, training etc). in order to enable ADL to successfully establish Manufacturing/ RoH facilities at our premises and validate these Free of Cost. HAL shall have world-wide exclusive License for Manufacturing/ RoH of these items without any royalty payment. b) Supplier shall impart free training to HAL Personnel in the area of programming, operation, mechanical maintenance and electronic/electric maintenance at HAL or at supplier’s work and also during commissioning (as required and applicable ). Further boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

Confidentiality:

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

For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/Supplier shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/ Contractor/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/ Contractor/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL;s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/ Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Contractor/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement. The provision of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

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.

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.

Agents/Agency Commission: (Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the saidcontract. 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 thisoffer/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 anycontracts/ Purchase order concluded earlier with Buyer.

Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.)

Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Vendor 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: Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. Calling off of any pre-contract negotiations, and; Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded: Termination of Contract for Default and availing all remedies prescribed thereunder; Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement;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: File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; 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. Remove Bidder or any of its successors from the list of registered Vendors for a period not exceeding two years. Vendors 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. Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. Debar a bidder/ Vendor from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Vendor during the contract period, or any of the information provided by the Vendor is found to be untrue, or Vendor is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 01 (One) month advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Vendor is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 05 (Five) years. ii) If there is change in Buyer requirement, contract shall be terminated with 01 (One) 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 Vendor shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Vendor. Vendor also will render all assistance till the other Vendor fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Vendor specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 01 year from the date of such termination. iii) The Vendor is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 12 months). v) Based on the decision of the Arbitration Tribunal.

Termination for Default of Vendor or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Vendor, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Vendor is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work.

Settlement of Disputes and Arbitration

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. 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. Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time.Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

Applicable only to Non MSEs organizations (i.e.other than PSUs/ DPSUs or MSEs or Foreign Vendors:) Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

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.

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.

Bidder to confirm if bidding firm/company is not debarred/blacklisted/ banned from business dealing by any other HAL Division/Govt of India etc at the time of submission of this bid.

HAL reserves the right of accepting the whole or any part of the quotation or part of the quantity offered and you must supply the same at the rate quoted.

When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

HAL conditions of contract will govern any resultant order arising out of the enquiry (copy on application) and bidder's quotation will be subject to the said conditions.

Rates should be mentioned only in Price Bid Sheet specified in the tender. Prices if anywhere else in Technical Bid Sheet or in any other document/ if submitted by bidder then offer will be summarily rejected. Bidder to ensure that price is not mentioned anywhere else in tender and only mentioned in Price Bid Sheet .

Bidder confirms that all the tender document and terms are read and understood. The bidder certifies that they have correctly and completely understood the requirement from the description, specification, drawing, part nos etc. and wherever alternative part numbers or materials are offered they would serve the purpose without any changes/ modifications to attachment parts. Certified also that in the event of supplied parts not being found suitable, the same would be replaced at vendor’s own cost and also extra cost and freight amount paid by the HAL will be refunded". Bid is submitted by bidder fulfilling the required terms and conditions and all details are true and correct. In case at any stage, any discrepancy/non compliance of mandatory requirements/ misinterpreation/false information etc noted in Bidder's offer/response then HAL may treat bidder as rejected/ non considerable and HAL can take necessary action in this regard at HAL's own discretion.

Contact details for general correspondence except for submission of quotation: Ms.Nidhi Sahai ,Senior Manager (IMM) E-mail Id : [email protected] Fax No. 0522 2340347 Phone: 0091 522 231 4323, 0091 522 231 4000, Extn: 4323

Bidder's Company Name and Signatory

Technical Compliance Matrix

Ref. : PR24INDG/19/1 REQUEST FOR PROPOSAL (RFP) FOR INDIGENISATION OF HOOD FOR USE IN INSTRUMENT SYSTEM ACCESSORIES OF CH/CK HELICOPTER

Sl. No. EOI Ref No. Description Requirement Vendor's Remark

1 3.1 Project entails Indigenous Development, Qualification & Certification of Hood (P/N 561100092LD) as per the drawing (at Annexure-A) and other details given in this tender. Essential

2 3.2 Vendor has to develop the item as per the attached drawing (at Annexure-A) and Qualification testing as per the MIL-PRF-5425E for optical uniformity and Thermal stability. Essential

3 3.3 Vendor should use aerospace grade materials for Development of the hood (P/N 561100092LD). Essential

4 3.4 Timeline for development and certification of this product will be 06 months from the date of release of order to vendor. Desirable

5 3.5 This item must comply for the Form, Fit and Functional Interface (FFFI) of the items and weight should not exceeding that of existing item. Essential

6 3.6 All necessary documents required for airworthiness certification including, material test certificate from NABL accredited Lab / COC, manufacturing process layouts; test schedule etc. shall be prepared by the Vendor and approved by airworthiness agency as applicable. Essential

7 3.7 The vendor shall do necessary procurement along with COC (Certificate of Conformance) traceable to OEM as per approved document. Essential

8 3.8 The development procedure and Airworthiness Certification of Hood(P/N 561100092LD) should be as per the IMAP-2023 Chapter 12 and IMTAR-2021 Ver 2.0 Subpart-K. Essential

9 3.9 All development activities shall be done by vendor in co-ordination with RCMA, DGAQA, HAL Indigenization Dept., HAL QC & ASERDC as defined in the IMAP-2023 Chapter 12 and IMTAR-2021 Ver 2.0 Subpart-K & AFQMS Essential

10 3.10 As per drawing all dimensions including all geometrical tolerances are to be Inspected, recorded & certified by Development Agency’s Quality Control Department piece-wise. Same will be subjected to verification by HAL’s Quality Control Department at HAL / Vendor’s site. Essential

11 3.11 The vendor shall also be audited as per AFQMS guidelines and first off article will be subjected to First Article Inspection as per AFQMS guidelines. Essential

12 3.12 The present requirement of Hood (P/N 561100092LD) is Qty 5 Nos. ( for Development Phase). However, the estimated volume for 05 years requirement is 145 Nos., This qty may increase after successful indigenization. This item will be required for entire life of CH/CK Helicopter subjected to the customer order. Essential

13 3.13 Vendor shall commit for trouble free and obsolescence free supply of this item for next 20 years. Essential

14 3.14 The testing to be carried out, will be as follows- • Standalone testing of hood (P/N 561100092LD) as per MIL-PRF-5425E for optical uniformity and Thermal stability • LRU/ Sub -assembly level testing as decided in the LTCC meeting. Essential

15 3.15 Vendor shall absorb any minor changes in development of item, if encountered during integration and certification of Hood. Essential

16 4.1 In case of order, HAL may depute it’s representative at worksite and/or organize review at HAL-Lucknow for the progress/results as per activities defined in work order in phase wise manner. Essential

17 4.2 HAL may ask for further details on process variables, output or any other data that may be required for assessment of the work/ results at each stages of development. Essential

18 5.1 Agency / Institution has to quote for complete set (i.e. functional prototype, Qualification testing and approval). Essential

19 5.2 Prices are to be submitted in Price Bid format only. Prices in any form should not be mentioned in Technical Bid (or any document part of Technical Bid) otherwise offer shall be summarily rejected. Essential

20 5.3 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. Essential

21 5.4 The vendor should be with full knowledge in the field of design, development and supply of similar item / system and have developed/supplied in last 5 years same/similar/advanced specification type of item. Desirable

22 5.5 Details of similar projects (if any) completed by bidder including contact addresses of the existing customers should be provided (necessary documentary proof shall be provided). Desirable

23 5.6 If vendor has any dealing with Indian Air Force for similar items, the same shall be provided with contract / P.O. details. Desirable

24 5.7 Bidders should provide details of manufacturing facilities, details of current capabilities (technical expertise) related to design, manufacture, certification and supply of the proposed items. Essential

25 5.8 Bidders should have valid AS9100D accreditation (please attach supporting document). Vendor shall also ensure timely renewal of certification till completion of Project execution. Desirable

26 5.9 Vendor shall define quantitative amount of import (if to be used) in development / manufacture of these items. Indigenous content for each item should be minimum 50 % by value (on Cost basis of the base contract price). Vendor has to provide a self-declaration in this regard in attached format Annexure-G. HAL team may verify the documentary evidence to confirm the given indigenous contents after scrutiny. Essential

Tender Instructions for Submitting offer

(i) Tender conditions in Invitation To Tender, Annexures A & B & E prevails.Terms and conitions and instructions mentioned in Annexure F and in other documents also apply to the extent that they are not contradictory by provisions of the specifications of the Materials and Make-1 requirment and guidelines. In case of any discrepancy HAL may review and its decision regarding applicability of clauses and terms shall be binding for this tender. (ii) Bidder must categorically answer all points in the space provided for ‘Bidder’s confirmation” in following Compliance Matrix. (iii) Bidder must strictly comply with these instructions while submitting the offer. (iv) Bidder to categorically confirm that offer submitted is as per instructions given herein.

Sl.No Clause Bidder Confirmation

1 Please submit your Quotation in TWO PARTS (Technical Bid & Price Bid) in the prescribed format uploaded on e-portal. Also ensure that Price Bid should not be uploaded in any form with Technical bid (Unpriced Bid). Further, price bid is to be submitted strictly in the "prescribed file only for price bid" attached with the tender document. (Please note that prices in any form should not be indicated in any file like 'pdf' files/ 'separately uploaded files with offer' etc. other than the prescribed price bid file given in tender documents.) Bidders in their own interest are advised not to indicate prices in any form/file that are part of technical bid and gets opened with technical bid. Bids (Technical Bid and Price Bid) submitted in any other form, such as courier/ post/ in-person/ fax/ telegram/ telex, shall not be accepted against this Tender.No hard copy of the offer is to be sent. The detailed technical literature is to be uploaded in PDF format. HAL will not be responsible for inability of vendor to upload the tender documents in e-Procurement portal. Bidders are advised, in their own interest, to ensure that their bids are submitted well before the "Due Date & Time of Bid-Submission" of the Tender as HAL's "e-Procurement System" at https://eproc.hal-india.com will not allow submission of bids once the closing date and time of the Tender (i.e. Due Date & Time of Bid-Submission) is reached. HAL shall not be responsible if bidder is not able to submit the bid on account of failure in network / internet connection at bidder's end. The bid submission closes as per schedule indiacted in NIT. Any change in bid after the "Due Date & Time of Bid-Submission" of Tender is not allowed. In respect of two bid system, technical bid will be opened on the tender opening date.

2 Tender Due date and offer submission : The due date for submission of quote as Last date of offer submission/Tender due date as mentioned on Invitation to tender. Bid to be submitted within due date. In case of E-Tender The tender must be submitted within due date/time on e-portal website only. Response to bid through e-procurement should be uploaded in the e-portal only and the offer received through any other medium (Fax/email/Post etc) will not be considered. Tender will be opened on due date @ 09:00 Hrs (IST)

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

4 Submission of Bid: a) The bidder is required to submit bids directly to HAL e-Procurment portal. Response to bid through e-Procurement portal should be uploaded in the e-portal only. b) Bid submitted by bidder's authorized dealer/distributor/channel partner should accompany with ink signed or scanned copy of ink signed authrization letter of their principal. c). In response to tender in two bid system, the bidders are required to submit technical bid and price bid separately. Offers indicating price in Technical bid (Unpriced Bid) in any form will be treated as unresponsive and will be summarily rejected. d) Submitting only one bid with rates and technical details as a single bid will be rejected. e). The technical bid should include all the tender document & prerequisites. However price shall not be mentioned any where apart from specified Price bid sheet of the tender. Bidder must not mention price any where in any bid documents or in any other attachment. (Further, if applicable in tender/ RFQ calls for, Integrity Pact & EMD detail etc also to be attached with the technical bid. Technical bid without EMD (if applicable in tender) in original form will be rejected. In case of EMD sent by SWIFT/Wire Transfer, Transaction code should be indicated along with the technical bid. The technical bid will be accepted only after confirmation of receipt of EMD in time.)

5 Late Bid: a) Bid received after the due date and time specified in the tender shall be treated as late tender. Late tendrs will not be opened and will not be considered. b) HAL will not be responsible for the loss or delay in receipt of tender/bid documents/tender/bid in transit, c) HAL will not be responsible for loss or inability of bidder to upload the bid documents in E-procurement portal. d) HAL reserves the right to reject late or incomplete bid. e) Opening of Tenders: e-Tender will be opened as per Tender due date on HAL e-portal. f) All notifications/corrigendums etc will be issued on HAL e-portal for the e-tenders.

6 Opening of Tenders: Tenders shall be opened on stipulated date & time as per tender and Bidders or his authorized representative may attend the Tender Opening Technical Bid (UnPriced Bid) shall be opened as per schedule indicated on e-portal. The date fixed for opening of bid, if subsequently declared as holiday, revised date of schedule will be notified. However in absence of such notification, the bid will be opening on next working day at same time.

7 Tender Evaluation:

7.1 Tender will be evaluated on Package Basis as per evaluation criteria defiend in the tender.

7.2 a. Bid with lowest price evaluated conforming to the specification shall be considered for placement of order. b. In addition to price any other criteria (if adopted/mentioned in any tender document) then the most advantageous bid ascrtained on the basis of criteria specified accordingly will be considered. c. If the bidder considers that tendered quatity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evalaution in this case will be done on MOQ x unit price, if MOQ offer beyoun 20% of RFQ Quantity. d. If two or more biders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L1 offer. If same situation prevails then HAL reserve the right to place order on any of them. e. If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves tehe right to source from other bidders on L1 price. f. Conditional discounts will not be considered in evaluation of tender. g. In respect of two bid system, Technical Bid will be opened on the tender opening date. After technical evaluation, the Price bid of those bidders who are technically accepted will be opened.

7.3 To have parallel source of supply, the order may be split to 2 or 3 sources subject to other bidders agreeing for L-1 price. The distribution of quantity amont the bidders will be as per the proportion given below: Qty distribution among L1: L2 in proportion 60% : 40% or Qty distribution among L1: L2: L3 in proportion 50%: 25%: 25%

8 Non-conformities between Figures and Words: In case of non-conformities/errors are observed in responsive bids 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.

9 Applicability of the Taxes (GST/IGST/CGST etc) should be explicity indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

10 Integrity Pact (If applicable in tender/ if RFQ calls for ): Integrity Pact (IP) as per HAL format enclosed shall be duly ink siged by the bidder along with the witnesses. Failure to sign Integrity Pact as per HAL's Standard format may lead to rejecteion of offer. In case of submission of offer through eportal, scanned copy of the Signed Integrity Pact also need to be submitted along with the offer and in paralled, the hard copy of original ink signed IP should reach HAL by post. The submission of Integrity Pact without deviation is a mandatory requirment. Detailed Instrucitions placed at Annexure-III (If applicable in tender/bid).

11 Performance Bank Guarantee: ( If applicable in tender/if RFQ calls for): Vendor shall furnish a Performance Bank Guarantee (PBG) (including e-Bank Guarantee) as per HAL’s format for 10% of the order value (to be calculated only on basic cost excluding taxes & duties, if such details are furnished separately in the bid submitted) valid up to end of the warranty period from a scheduled bank in India/ Bank of International repute (for foreign vendor) from the date of acceptance/commissioning or otherwise equivalent amount shall be retained till completion of warranty period and other obligation of Purchase Order/ contract. In case, quotes received without indicating the break-up details of GST, ED, VAT, Sales Tax etc. and order placed subsequently on composite value (without indicating break-up details of taxes & duties) then the PBG to be sought on the composite value (including taxes & duties) Performance Security can also be furnished in the form of Demand Draft or Retention of equivalent amount. In case vendor does not agree for Performance Bank Guarantee/ retention of equivalent amount,the offer should be summarily rejected. However if any relaxations issued by Government of India on PBG then same will be considered and accordingly bids will be accepted.

12 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.

13 HAL is not bound to accept the lowest or any quotation or assign any reason for non- acceptance .

14 a) Any price, 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. b) Disregard of any instructions, may result in your offer being ignored. c) Canvassing by bidders in any form, including unsolicited letters on bid/s submitted or post tender corrections shall render the bid/s liable for summary rejection. d) HAL or HALs’ representative has the right to verify supplier's premise that product confirms to specific requirements. e) Vendor shall not be entitled without HAL’s consent to assign or transfer to a third party all or part of the benefits or obligations under this contract. f) Bidder to mention invariably in its quotation about the status of bidder's firm or company(Micro, Small , Startups etc) and please submit Udyam Registration/ Start up Certificate accordingly g)The Harmonized System of tariff nomenclature against the items for which quotation is rendered should be indicated.

15 Conflict of Interest:

15.1 Any bidder having a conflict of interest, which substantially affects fair competion, shall not be eligible to bid in this tender. Bid found to have a conflict of interest shall be rejected as non responsive. 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 only one Principal. However this shall not debar more than one Authorized distributor ( if participation not restricted in tender) from quoting equipment manufactured by any 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

15.2 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 of this tender shall result 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 direclty related to consulting services that it provided (or were provided by any affiliate that directly or indireclty controls, is controlled by, or is under common control with that firm), for the procurment planning (inter-alia preparation of feasibility/cost estimates/Detailed Project Report(DPR), design/technical specfications, Terms of Reference (ToR)/Activity Schedule/Schedule of requirements or the Tender Document etc.) of this Tender process or

15.3 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 docuemnt or specifications of the Tender Process, and /or the evalauation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorized distributor cannot represent two manufacturers or quote on thier behalf in a particular tender enquiry. There can be only one bid from the following: i) The Principal manufacture directly or through an authorized distributor on his behalf; and ii) Authorized distributor on behalf of only one principal

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

17 GST Registration Status:

17.1 i) All the 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.

17.3 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.

17.4 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.

17.5 Bidder to ensure that anti profiteering clause as per GST Law shall be complied i.e. any reduciton in rate of tax on any supply of googs or services or the benefit of Input tax credit shall be passed to the receipent by way of commensurate reduction in prices.

18 HSN Code and GST rate

18.1 HSN (Harmonized System of Nomenclature) code for the goods (if provided by HAL) 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.

18.2 As per the GST Act, the bid and contract must show the GST Tax Rates (and GST Cess if applicable) and GST Amount explicitly and separate from the bid/contract price (exclusive of GST). If the price is stated to be inclusive of GST, the current rate included in the price must be declared by the bidder.

18.3 If a Bidder asks for GST (and GST Cess if applicable) to be paid extra, the rate and nature of such taxes applicable should be shown separately. Bidders should quote 'GST' if payable extra on the total basic rate of each cost element and quote GST in ‘%' inclusive of cess.

18.5 The supply of commodities or services or both, if imported into India, shall be considered as supply under inter-state commerce/ trade and shall attract integrated tax (IGST). The IGST rate and GST cess shall be applicable on the ‘Custom Assessable Value’ plus the ‘Basic Customs duty applicable thereon’.

19 Eligibility and Eligible Goods & Services:

19.1 The requirement against this tender is under indigenous ‘Make I’ attempt to further build on these initiatives and provide a focused, structured and significant thrust to development of defence design and production capabilities in the country. Projects under this tender for Make I pertain to products involving indigenous design, development and manufacturing.

19.2 Vendor’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies is included in the tender MSE Class I Local supplier are only eligible for the participation. Bidder must submit relevant document confirming MSE eligibility and Indigenous content/Class I Local Supplier. Bidder to ensure all required undertaking is filled and submitted with tender as per requirement of eligibility criteria of the tender.

19.3 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 bidder/s 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.

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

19.5 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). Furtehr any bidder (including bidder from India having specified Transfer of Technology (ToT) arrangement with an entity from a country which shares a land border with India, shall also required to be registered with same comptent Authority. 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. a) 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 Vendor in its bid regarding but not limited to any restrictions on certain countries with land-borders with India. The successful bidder shall not be allowed to sub-contract works to any contractor from a country, which shares a land border with India unless such contractor is registered with the Competent Authority.

19.6 Restrictions under Rule 144 (xi) of the General Financial Rules (GFRs), 2017: As per Dept. of Expenditure OM No.6/18/2019-PPD dated 23rd July, 2020, Bidder has to submit Undertaking along with Bid as per Format at Appendix-A (Type I & II) & Appendix-B (Type I & II) for GFR 144 attached with the tender. For details please refer Annexures-GFR 144

19.7 Purchase Preference Policy (Preference to make in India): Purchase preference Policy is applicable to promote/ prefer Make in India order as per Government of India guidelines issued by Department of Industrial Policy and Promotion (DIPP) of Public Procurement (Preference to make in India), order 2017 . Revised 'Public Procurment (Preference to Makein India), Order 2017 dated 16.09.2020 "Purchase Preference" is applicable for the Class I Local Supplier for the items / Services covered in this tender as per above order and as per Appendix Local content-attached with RFQ . (Referece: P-45021/2/2017-PP (BE-II) dated 04.06.2019 with necessary amendments and modification to previous . Order No. 45021/2/2017-B.E-II DT 15th June, 2017 and further as amended by Order No. P-45021/2/2017-B.E.II dated 28.05.2018 and Order No. P-45021/2/2017-PP (BE-II) dated 29.05.2019 and Order No. P-45021/2/2017-PP (BE-II) dated 04.06.2020 )

19.8 Minimum Local Content (Make in India Policy) : The Minimum Local content (MLC) requirement to categorize a Vendor as 'Class-I" local supplier is minimum 50% and For Class-II Local supplier, the local content requiremet is minimum 20% . Local Content or Indigenous Content (IC) for the tendered item is to be more than or equal to 50% (i.e. ≥ 50% of the ‘Make’ portion as per cost of the Base Contract Price (i.e. Total Contract Price less taxes and duties). Bidder/companies will have to ensure compliance of required IC and furnish undertaking as detailed at Appendix A of Local Content. Bidder has to indicate MLC or IC as part of offer & Self Certificate and Auditor might have also indicated IC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable IC & the offer will be dealt accordingly. Other IC information will be treated as invalid.

19.9 Non Disclosure Agreement:Bidder/ Vendor has to sign and submit Non Disclosure Agreement in the format attached with tender.

20 Definition of Indian Vendor: Unless specifically provided an Indian Vendor by whatever nomenclature when referred to means - for defence product/airborne materail requiring industrial license, an Indian entity, which could include incorporation/ownership models as per Companies Act, Partnership Firm, Proprietorship and other types of ownership models including Societies as per relevantlaws, complying with, besides other regulations in force, and the guidelines/licensing requirements stipulated by the Department for Promotion of Industry and Internal Trade (DPIIT) as applicable. For defence products not requiring industrial license, an Indian entityregistered under the relevant Indian laws and complying with all regulations in force applicable to that industry will be classified as an Indian Vendor. The following two additional conditions will also apply: (a) Ownership by Resident Indian Citizen(s). Further, a company is considered as ‘Owned’ by resident Indian citizens if more than fifty percent (50%) of the capital in it is directly or beneficially owned by resident Indian citizens and / or Indian companies, which are ultimately owned and controlled by resident Indian citizens. This implies that the maximum permitted Foreign Direct Investment (FDI) shall be forty nine percent (49%). No pyramiding of FDI in Indian holding companies or in Indian entities subscribing to shares or securities of the Applicant Company or the Strategic Partner shall be permitted. Indirect foreign investment shall be accounted for in counting the forty-nine percent (49%) FDI. (b) Control by Resident Indian Citizens(s) (As defined in Companies Act 2013). ‘Control’ shall include the right to appoint majority of the directors or to control the management or policy decisions including by virtue of their shareholding or management rights or shareholders agreements or voting agreements.

Earnest Money Deposit (EMD) : Not Applicable

21 Goods and Service Tax (GST) :Please mention your GST No. here & HSN code in front of the quoted items in bid. Bidder to attach its GST registration document with tender and ensure that all GSTguidelines & Clauses to be complied. In case composition scheme is opted by bidder/ Any exemption from GST etc then bidder to mention same here and shall submit relevant supporting document in bid.

22 Bidder to provide all supporting document with as required for Eligibility and Eligible Goods & Services: such as Minimum Local Content declaration, GFR 144 declaration, NDA, MSE & Start up document etc

23 Manufacturer's name and country of origin of the materials offered must be clearly specified. Complete details and illustrated literature must accompany all quotations.

24 Please submit following details of Vendor’s credential with the quotation: i) Details of Business Establishment- Certificate of incorporation, Memorandum of Association under companies Act 1956/Partnership Deed etc (As applicable). ii) In case of Proprietary Company/Public Partnership Company where firm registration is not mandatory, full address of office and proof thereof- certified from Notary. iii) Copy of PAN and GSTIN Number and its status iv) ECS Bank Account details details document to be submitted in prescribed format along with quotation v) Udyam Aadhar Registration or Start up Document as per applicabilitly.

25 HAL reserves the right of accepting the whole or any part of the quotation or part of the quantity offered and you must supply the same at the rate quoted.

26 When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

27 HAL conditions of contract will govern any resultant order arising out of the enquiry (copy on application) and bidder's quotation will be subject to the said conditions.

28 Bidder confirms that all the tender document and terms are read and understood. The bidder certifies that they have correctly and completely understood the requirement from the description, specification, drawing, part nos etc. and wherever alternative part numbers or materials are offered they would serve the purpose without any changes/ modifications to attachment parts. Certified also that in the event of supplied parts not being found suitable, the same would be replaced at vendor’s own cost and also extra cost and freight amount paid by the HAL will be refunded". Bid is submitted by bidder fulfilling the required terms and conditions and all details are true and correct. In case at any stage, any discrepancy/non compliance of mandatory requirements/ misinterpreation/false information etc noted in Bidder's offer/response then HAL may treat bidder as rejected/ non considerable and HAL can take necessary action in this regard at HAL's own discretion.

29 Contact details for general correspondence except for submission of quotation: Mr. Anup Dayal , Chief Manager (IMM) E-mail Id : [email protected] Fax No. 0522 2340347 Phone: 0091 522 231 4323, 0091 522 231 4000, Extn: 4323

30 Bidder's Company Name and Signatory

Unless specific contrary is mentioned following terms and codnitons will apply

RFQ Clauses Supplier‘s Comments

1 Tender Due date and offer submission : The due date for submission of quote as Last date of offer submission/Tender due date as mentioned on Invitation to tender. Bid to be submitted within due date. In case of E-Tender The tender must be submitted within due date/time on e-portal website only. Response to bid through e-procurement should be uploaded in the e-portal only and the offer received through any other medium (Fax/email/Post etc) will not be considered. Tender will be opened on due date @ 10:00 Hrs (IST)

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

3 Submission of Bid: a) The bidder is required to submit bids directly to HAL e-Procurment portal. Response to bid through e-Procurement portal should be uploaded in the e-portal only. b) Bid submitted by bidder's authorized dealer/distributor/channel partner should accompany with ink signed or scanned copy of ink signed authrization letter of their principal. c). In response to tender in two bid system, the bidders are required to submit technical bid and price bid separately. d) Submitting only one bid with rates and technical details as a single bid will be rejected. e). The tender is Two Bid tender and Bidder to submit TECHNO COMMERCIAL BID and PRICE BID separately. The technical bid should include all the tender document & prerequisites. However price shall not be mentioned any where apart from specified Price bid sheet of the tender. Bidder must not mention price any where in any bid documents or in any other attachment. (Further, if applicable in tender/ RFQ calls for, Integrity Pact & EMD detail etc also to be attached with the technical bid. Technical bid without EMD (if applicable in tender) in original form will be rejected. In case of EMD sent by SWIFT/Wire Transfer, Transaction code should be indicated along with the technical bid. The technical bid will be accepted only after confirmation of receipt of EMD in time.)

4 Late Bid: a) Bid received after the due date and time specified in the tender shall be treated as late tender. Late tendrs will not be opened and will not be considered. b). HAL will not be responsible for the loss or delay in receipt of tender/bid documents/tender/bid in transit, c) HAL will not be responsible for loss or inability of bidder to upload the bid documents in E-procurement portal. d). HAL reserves the right to reject late or incomplete bid. i. Opening of Tenders: e-Tender will be opened as per Tender due date on HAL e-portal. j. All notifications/corrigendums etc will be issued on HAL e-portal for the e-tenders.

5 Opening of Tenders: Tenders shall be opened on stipulated date & time as per tender and Bidders or his authorized representative may attend the Tender Opening

6 Tender Evaluation:

6.1 Tender will be evaluated on Package Basis as per evaluation criteria defiend in the tender.

6.2 a. Bid with lowest price evaluated conforming to the specification shall be considered for placement of order. b. In addition to price any other criteria (if adopted/mentioned in any tender document) then the most advantageous bid ascrtained on the basis of criteria specified accordingly will be considered. c. If the bidder considers that tendered quatity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evalaution in this case will be done on MOQ x unit price, if MOQ offer beyoun 20% of RFQ Quantity. d. If two or more biders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L1 offer. If same situation prevails then HAL reserve the right to place order on any of them. e. If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves tehe right to source from other bidders on L1 price. f. Conditional discounts will not be considered in evaluation of tender. g. In respect of two bid system, Technical Bid will be opened on the tender opening date. After technical evaluation, the Price bid of those bidders who are technically accepted will be opened.

6.3 To have parallel source of supply, the order may be split to 2 or 3 sources subject to other bidders agreeing for L-1 price. The distribution of quantity amont the bidders will be as per the proportion given below: Qty distribution among L1: L2 in proportion 60% : 40% or Qty distribution among L1: L2: L3 in proportion 50%: 25%: 25%

14.19 Non-conformities between Figures and Words: In case of non-conformities/errors are observed in responsive bids 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.

6.4 Applicability of the Taxes (GST/IGST/CGST etc) should be explicity indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

7 Integrity Pact (If applicable in tender/ if RFQ calls for ): Integrity Pact (IP) as per HAL format enclosed shall be duly ink siged by the bidder along with the witnesses. Failure to sign Integrity Pact as per HAL's Standard format may lead to rejecteion of offer. In case of submission of offer through eportal, scanned copy of the Signed Integrity Pact also need to be submitted along with the offer and in paralled, the hard copy of original ink signed IP should reach HAL by post. The submission of Integrity Pact without deviation is a mandatory requirment. Detailed Instrucitions placed at Annexure-III (If applicable in tender/bid).

Performance Bank Guarantee: ( If applicable in tender/if RFQ calls for): Vendor shall furnish a Performance Bank Guarantee as per HAL’s format (enclosed) for 10 % of order value (to be calculated only on basic cost excluding taxes & duties, if such details are furnished separately in the bid submitted) valid till end of the guarantee/warranty period from a scheduled bank in India (for Indian vendor) / Bank of international repute (for foreign vendor) from the date of acceptance.

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.

HAL is not bound to accept the lowest or any quotation or assign any reason for non- acceptance .

a) Any price, 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. b) Disregard of any instructions, may result in your offer being ignored. c) Canvassing by bidders in any form, including unsolicited letters on bid/s submitted or post tender corrections shall render the bid/s liable for summary rejection. d) HAL or HALs’ representative has the right to verify supplier's premise that product confirms to specific requirements. e) Vendor shall not be entitled without HAL’s consent to assign or transfer to a third party all or part of the benefits or obligations under this contract. f) Bidder to mention invariably in its quotation about the status of bidder's firm or company(Micro, Small , Startups etc) and please submit Udyam Registration/ Start up Certificate accordingly g)The Harmonized System of tariff nomenclature against the items for which quotation is rendered should be indicated.

8 Conflict of Interest:

8.1 Any bidder having a conflict of interest, which substantially affects fair competion, shall not be eligible to bid in this tender. Bid found to have a conflict of interest shall be rejected as non responsive. 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 only one Principal. However this shall not debar more than one Authorized distributor ( if participation not restricted in tender) from quoting equipment manufactured by any 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

8.2 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 of this tender shall result 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 direclty related to consulting services that it provided (or were provided by any affiliate that directly or indireclty controls, is controlled by, or is under common control with that firm), for the procurment planning (inter-alia preparation of feasibility/cost estimates/Detailed Project Report(DPR), design/technical specfications, Terms of Reference (ToR)/Activity Schedule/Schedule of requirements or the Tender Document etc.) of this Tender process or

8.3 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 docuemnt or specifications of the Tender Process, and /or the evalauation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorized distributor cannot represent two manufacturers or quote on thier behalf in a particular tender enquiry. There can be only one bid from the following: i) The Principal manufacture directly or through an authorized distributor on his behalf; and ii) Authorized distributor on behalf of only one principal

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

10.1 GST Registration Status:

10.11 i) All the 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.

10.13 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.

10.14 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.

10.15 Bidder to ensure that anti profiteering clause as per GST Law shall be complied i.e. any reduciton in rate of tax on any supply of googs or services or the benefit of Input tax credit shall be passed to the receipent by way of commensurate reduction in prices.

10.2 HSN Code and GST rate

10.21 HSN (Harmonized System of Nomenclature) code for the goods (if provided by HAL) 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.

10.22 As per the GST Act, the bid and contract must show the GST Tax Rates (and GST Cess if applicable) and GST Amount explicitly and separate from the bid/contract price (exclusive of GST). If the price is stated to be inclusive of GST, the current rate included in the price must be declared by the bidder.

10.23 If a Bidder asks for GST (and GST Cess if applicable) to be paid extra, the rate and nature of such taxes applicable should be shown separately. Bidders should quote 'GST' if payable extra on the total basic rate of each cost element and quote GST in ‘%' inclusive of cess.

10.25 The supply of commodities or services or both, if imported into India, shall be considered as supply under inter-state commerce/ trade and shall attract integrated tax (IGST). The IGST rate and GST cess shall be applicable on the ‘Custom Assessable Value’ plus the ‘Basic Customs duty applicable thereon’.

11 Eligibility and Eligible Goods & Services:

11.1 The requirement against this tender is under indigenous ‘Make I’ attempt to further build on these initiatives and provide a focused, structured and significant thrust to development of defence design and production capabilities in the country. Projects under this tender for Make I pertain to products involving indigenous design, development and manufacturing.

11.2 Vendor’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies is included in the tender MSE Class I Local supplier are only eligible for the participation. Bidder must submit relevant document confirming MSE eligibility and Indigenous content/Class I Local Supplier. Bidder to ensure all required undertaking is filled and submitted with tender as per requirement of eligibility criteria of the tender.

11.3 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 bidder/s 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.

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

11.6 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). Furtehr any bidder (including bidder from India having specified Transfer of Technology (ToT) arrangement with an entity from a country which shares a land border with India, shall also required to be registered with same comptent Authority. 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. a) 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 Vendor in its bid regarding but not limited to any restrictions on certain countries with land-borders with India. The successful bidder shall not be allowed to sub-contract works to any contractor from a country, which shares a land border with India unless such contractor is registered with the Competent Authority.

11.7 Restrictions under Rule 144 (xi) of the General Financial Rules (GFRs), 2017: As per Dept. of Expenditure OM No.6/18/2019-PPD dated 23rd July, 2020, Bidder has to submit Undertaking along with Bid as per Format at Appendix-A (Type I & II) & Appendix-B (Type I & II) for GFR 144 attached with the tender. For details please refer Annexures-GFR 144

11.8 Purchase Preference Policy (Preference to make in India): Purchase preference Policy is applicable to promote/ prefer Make in India order as per Government of India guidelines issued by Department of Industrial Policy and Promotion (DIPP) of Public Procurement (Preference to make in India), order 2017 . Revised 'Public Procurment (Preference to Makein India), Order 2017 dated 16.09.2020 "Purchase Preference" is applicable for the Class I Local Supplier for the items / Services covered in this tender as per above order and as per Appendix Local content-attached with RFQ . (Referece: P-45021/2/2017-PP (BE-II) dated 04.06.2019 with necessary amendments and modification to previous . Order No. 45021/2/2017-B.E-II DT 15th June, 2017 and further as amended by Order No. P-45021/2/2017-B.E.II dated 28.05.2018 and Order No. P-45021/2/2017-PP (BE-II) dated 29.05.2019 and Order No. P-45021/2/2017-PP (BE-II) dated 04.06.2020 )

11.9 Minimum Local Content (Make in India Policy) : The Minimum Local content (MLC) requirement to categorize a Vendor as 'Class-I" local supplier is minimum 50% and For Class-II Local supplier, the local content requiremet is minimum 20% . Local Content or Indigenous Content (IC) for the tendered item is to be more than or equal to 50% (i.e. ≥ 50% of the ‘Make’ portion as per cost of the Base Contract Price (i.e. Total Contract Price less taxes and duties). Bidder/companies will have to ensure compliance of required IC and furnish undertaking as detailed at Appendix A of Local Content. Bidder has to indicate MLC or IC as part of offer & Self Certificate and Auditor might have also indicated IC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable IC & the offer will be dealt accordingly. Other IC information will be treated as invalid.

12 Definition of Indian Vendor: Unless specifically provided an Indian Vendor by whatever nomenclature when referred to means - for defence product/airborne materail requiring industrial license, an Indian entity, which could include incorporation/ownership models as per Companies Act, Partnership Firm, Proprietorship and other types of ownership models including Societies as per relevantlaws, complying with, besides other regulations in force, and the guidelines/licensing requirements stipulated by the Department for Promotion of Industry and Internal Trade (DPIIT) as applicable. For defence products not requiring industrial license, an Indian entityregistered under the relevant Indian laws and complying with all regulations in force applicable to that industry will be classified as an Indian Vendor. The following two additional conditions will also apply: (a) Ownership by Resident Indian Citizen(s). Further, a company is considered as ‘Owned’ by resident Indian citizens if more than fifty percent (50%) of the capital in it is directly or beneficially owned by resident Indian citizens and / or Indian companies, which are ultimately owned and controlled by resident Indian citizens. This implies that the maximum permitted Foreign Direct Investment (FDI) shall be forty nine percent (49%). No pyramiding of FDI in Indian holding companies or in Indian entities subscribing to shares or securities of the Applicant Company or the Strategic Partner shall be permitted. Indirect foreign investment shall be accounted for in counting the forty-nine percent (49%) FDI. (b) Control by Resident Indian Citizens(s) (As defined in Companies Act 2013). ‘Control’ shall include the right to appoint majority of the directors or to control the management or policy decisions including by virtue of their shareholding or management rights or shareholders agreements or voting agreements.

Bidder to confirm that bidding firm/supplier's company is not debarred/blacklisted/ banned from business dealing by any other HAL Division/Govt of India etc at the time of submission of this bid.

Goods and Service Tax (GST) :Please mention your GST No. here & HSN code in front of the quoted items in bid. Bidder to attach its GST registration document with tender and ensure that all GSTguidelines & Clauses to be complied. In case composition scheme is opted by bidder/ Any exemption from GST etc then bidder to mention same here and shall submit relevant supporting document in bid.

Bidder to provide all supporting document with as required for Eligibility and Eligible Goods & Services: such as Minimum Local Content declaration, GFR 144 declaration, MSE & Start up document etc

11.4 Manufacturer's name and country of origin of the materials offered must be clearly specified. Complete details and illustrated literature must accompany all quotations.

13 Please submit following details of Vendor’s credential with the quotation: i) Details of Business Establishment- Certificate of incorporation, Memorandum of Association under companies Act 1956/Partnership Deed etc (As applicable). ii) In case of Proprietary Company/Public Partnership Company where firm registration is not mandatory, full address of office and proof thereof- certified from Notary. iii) Copy of PAN and GSTIN Number and its status iv) ECS Bank Account details details document to be submitted in prescribed format along with quotation v) Udyam Aadhar Registration or Start up Document as per applicabilitly vi

14.1 Price Basis: Price quoted should be on F.O.R. Destination basis, for delivery at HAL Lucknow Stores inclusive of all charges including transit insurance. Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees.

14.2 Applicablity of the Taxes: a) Vendor to specifically mention GST applicable is inclusive or extra. In case GST extra is not mentioned then GST will be considered inclusive in the quoted product price. (GST clause considered, as per applicability) 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 Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

14.3 The bidder is required to indicate prices against individual items.

14.4 Firm Price: Price should be firm and fixed for Design, Development, Qualification, Certification and Supply of Prototypes for firm requirement mentioned in tender.

14.5 Preference will be given to firm prices. But should quoted prices be subject to variation, bidder is requested to give the following information: i) The portion of the contract price which will be subject to such variation ii) A breakdown of this variable figure into i) labour ii) materials etc iii) An escalation formula linked to indices with a Cap should be given and escalation in price established with supporting documents. Price variation may be considered only if it occurs within the contractual delivery period. iv) A further break down of materials giving the main classes of material involved i.e. steel, nonferrous metal etc.

14.6 HAL being manufacturers, bidders to indicate in the quotation manufacturers discount if any.

14.7 Bidders 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.

14.8 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).

14.9 Date of Reckoning of Exchange Rate Variation: 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). 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. 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.

15.1 Bidder's quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished.

15.2 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.

15.3 For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty. tolerance ± 10% acceptable.

16 Warranty :Warranty shall be covered for 500 flight hours after installation of item on helicopter or 2 years after supply of the unit, whichever occurs earlier.Warranty is after the goods have been taken over by HAL. The contractor/supplier 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 Seven days notice.

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

17.1 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. This clause will be strictly followed by HAL, therefore your delvery should be firm and definite. In case bidder dont agree for the LD clause the maximum LD amount to the extent not agreed LD value shall be loaded for tender evaluation.

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

17.3 Extension/ Overrun. (i) If an extension is desired by the Vendor, then Vendor shall apply for extension of time at least 30 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. (ii) In case the project does not proceed according to the predetermined milestones and as agreed in the offer/contract or if there are undue time and cost overruns, or failure of the prototype(s) on staff evaluation or on account of any other reasons, this requirement under ‘Make-I’ project may be foreclosed in respect of the offer/ contract awarded firm/supplier concerned and proposal for foreclosure with the approval of respective authority at HAL-ADL. Foreclosure criteria will be spelt out in the Project Sanction Order/contract. (ii) In such cases, the total expenditure made by the contract awarded firm/supplier on the prototype development till foreclosure would be assessed and recovery will be as per Make I guidelines.

17.4 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 Vendor. 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.

17.5 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.

18.0 Supply of Samples: Samples submitted for any reasons shall be supplied without charge and freight paid and without any obligation on HAL as regards safe custody. All samples submitted must be clearly labeled with the Vendor’s name and address and tender number. If the Vendor submits the samples with his bid the same shall notgovern the standard of supply except when it has been specifically stated in the Purchase Order that it is accepted instead of any sealed pattern. Should certified samples be lent to a Vendor by HAL, the Vendor is responsible for the return in perfect order of all certified samples with the labels intact.

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

20 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.

21 Product Support/ Obsolescence: Considering that the requirement is spread over 20 years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 30 years. In case of obsolescence, bidder should intimate HAL at least 3 years in advance about obsolescence and should also absorb the cost for overcoming the obsolescence and provide continuous support for the next 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/system should not increase the unit cost of the item/system.

22 Shelf Life: i) Where goods 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. ii) For such items and bearing, items should have shelf life of minimum 85% at the time of dispatch and should be individually packed/sealed.

23 Specification and alternative item: Material should be offered strictly conforming to our specifications. The deviation in specification, if any should be clearly indicated by you in the quotation. In case bidder quotes alternative part , Quotation should accompany the Applicable descriptive literature/catalogues if any and confirmation of interchangeability. It should be confirmed that the offered part is fully interchangeable with the required part i.e. 100% same in fit form and function . The samples should also indicate make/type number of material offered and catalogues. Technical literature and samples, wherever necessary, should be enclosed with the quotation (at least two sets).

24 Quality & Workmanship: a) Items 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 bids 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. b) TheStores/Goods supplied shall conform to the standards, if mentioned in the TechnicalSpecifications, 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.

Vendors (OEMs) while submitting the proposal should categorically declare that items quoted by them are their own manufactured products and are not resold (2nd sale). Offers without such declaration are likely to be ignored.

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

a) Bidder to indicate if any training arrangements for item/system in India and factory acceptance test if required. (if applicable). b) Bidder may also indicate necessary onsite technical support during installation of the system at no extra cost. c) Two sets of operation manuals/ maintenance manual should accompany the system at no extra Cost (if applicable) d) Quotation should accompany the detailed catalogues and literature.

25 Inspection, Consequences of Rejection:

25.1 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, Development goods etc shall be finally inspected & accepted only after successful commissioning)

25.2 Please indicate in your tender, whether stores newly manufactured throughout are offered or whether tender includes in whole or in part reconditioned stores. Where newly manufactured stores are offered and on inspection it is found that reconditioned stores or parts have been used, such stores will be rejected at the contractor risk and expense.

25.3 In case of airborne material the same should be covered by a Airworthiness Certificate countersigned by person/s authorized by Government Airworthiness Certifying Authority or Notarized Airworthiness Affidavit/ Works/ Test Certificate etc, as applicable.

25.4 HAL PO No., Batch No., Latest issue No., Quantity and Date Of Manufacturing, shall be provided on COC and individual packing label. For shelf life items apart from above Date of manufacturing, date of expiry/storage life shall also be indicated on each along with group.

25.5 Test certificate with date of manufacture/date of expiry/batch no must be provided along with supply.

25.6 HAL is AS9100D Certified Company, so all Development/supplies should meet criteria of AS9100D standards

25.7 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,

25.8 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.

24.1 Terms of Payment: In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. Applicable for MSMEs & Start-Ups:That15% (of the basic price) interest free Advance will be payable against BG of equivalent amount and balance 85% will be paid within 30 days of receipt and acceptance at HAL stores. In case advance is not sought, 100% payment will be made within 30 days of receipt and acceptance at our stores. Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the Vendor’s bank account as notified to HAL on submission of bills in triplicate. Payment will be as per HAL standard practice through HAL's Bank State Bank of India , Bangalore. Payment for the stores on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

24.2 HAL is registered on TReDS platform (Trade Receivables Discounting Systems) as being promoted by GoI directive. It is suggested that all the MSME vendors to take note of the same and consider for registerign on any TReDS platform and avail the platform services which is being made available as per the Government initiative.

24.3 Mode of Payment: In accordance with our standard practice, payment against any order materializing out of the offer, will be against documents submission

24.4 Bank Charges: All Bank Charges, if any, shall be borne by supplier.

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

Under no circumstances the goods should be despatched by post parcel. In case goods are despatched by post parcel we shall not be liable to make payment to you.

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 whichat 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.

Option Clause: HAL reserves the right to place orders for additional quantity up to a maximum of 100% of the originally contracted quantity at the same rate and terms of contract”. The buyer may operate the option clause within original Delivery Period Option clause after original Delivery Period may be exercised with the consent of supplier.

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.

Risk Purchases: Please cofirm that the supplier will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms and conditions of respective orders. In case the Vendor fails to execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by the Supplier

Fall Clause: 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, Vendor shall forthwith notify such reduction/ saleor 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.

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

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

Intellectual Property rights (IPR):

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)

Part – A: IPR Clause for Development Activities taken up at the Behest of HAL: a) Vendor 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 Vendor 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 Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL.

b) Vendor 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) Vendor 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 Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof.

d) In case the Vendor 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.

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

a) In case, at any stage HAL requires Transfer of Technology after successful Design, Development, Qualification & Certification of Items, Successful Bidder shall provide all the necessary information, Know-how, Know-why and assistance for Transfer of Technology (including but not limited to documents, data, information, know-how, processes, training etc). in order to enable ADL to successfully establish Manufacturing/ RoH facilities at our premises and validate these Free of Cost. HAL shall have world-wide exclusive License for Manufacturing/ RoH of these items without any royalty payment. b) Supplier shall impart free training to HAL Personnel in the area of programming, operation, mechanical maintenance and electronic/electric maintenance at HAL or at supplier’s work and also during commissioning (as required and applicable ). Further boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

Confidentiality:

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

For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/Supplier shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/ Contractor/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/ Contractor/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL;s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/ Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Contractor/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement. The provision of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

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.

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.

Agents/Agency Commission: (Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the saidcontract. 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 thisoffer/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 anycontracts/ Purchase order concluded earlier with Buyer.

Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.)

Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Vendor 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: Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. Calling off of any pre-contract negotiations, and; Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded: Termination of Contract for Default and availing all remedies prescribed thereunder; Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement;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: File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; 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. Remove Bidder or any of its successors from the list of registered Vendors for a period not exceeding two years. Vendors 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. Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. Debar a bidder/ Vendor from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Vendor during the contract period, or any of the information provided by the Vendor is found to be untrue, or Vendor is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 01 (One) month advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Vendor is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 05 (Five) years. ii) If there is change in Buyer requirement, contract shall be terminated with 01 (One) 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 Vendor shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Vendor. Vendor also will render all assistance till the other Vendor fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Vendor specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 01 year from the date of such termination. iii) The Vendor is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 12 months). v) Based on the decision of the Arbitration Tribunal.

Termination for Default of Vendor or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Vendor, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Vendor is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work.

Settlement of Disputes and Arbitration

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. 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. Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time.Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

Applicable only to Non MSEs organizations (i.e.other than PSUs/ DPSUs or MSEs or Foreign Vendors:) Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

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.

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.

Bidder to confirm if bidding firm/company is not debarred/blacklisted/ banned from business dealing by any other HAL Division/Govt of India etc at the time of submission of this bid.

HAL reserves the right of accepting the whole or any part of the quotation or part of the quantity offered and you must supply the same at the rate quoted.

When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

HAL conditions of contract will govern any resultant order arising out of the enquiry (copy on application) and bidder's quotation will be subject to the said conditions.

Rates should be mentioned only in Price Bid Sheet specified in the tender. Prices if anywhere else in Technical Bid Sheet or in any other document/ if submitted by bidder then offer will be summarily rejected. Bidder to ensure that price is not mentioned anywhere else in tender and only mentioned in Price Bid Sheet .

Bidder confirms that all the tender document and terms are read and understood. The bidder certifies that they have correctly and completely understood the requirement from the description, specification, drawing, part nos etc. and wherever alternative part numbers or materials are offered they would serve the purpose without any changes/ modifications to attachment parts. Certified also that in the event of supplied parts not being found suitable, the same would be replaced at vendor’s own cost and also extra cost and freight amount paid by the HAL will be refunded". Bid is submitted by bidder fulfilling the required terms and conditions and all details are true and correct. In case at any stage, any discrepancy/non compliance of mandatory requirements/ misinterpreation/false information etc noted in Bidder's offer/response then HAL may treat bidder as rejected/ non considerable and HAL can take necessary action in this regard at HAL's own discretion.

Contact details for general correspondence except for submission of quotation: Ms.Nidhi Sahai ,Senior Manager (IMM) E-mail Id : [email protected] Fax No. 0522 2340347 Phone: 0091 522 231 4323, 0091 522 231 4000, Extn: 4323

Bidder's Company Name and Signatory