Requirement of 10 type of items

HINDUSTAN AERONAUTICS LIMITED

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

Accessories Division, Ayodhya Road, Lucknow-226016

Enquiry No. PR26IIND/5/1

Supplier's Offer Ref & Date:

Sl. No. Part No. Part Description Qty (Nos) Delivery Schedule Part No. Part Description Currency Qty (Nos) Unit Price (Without GST/Taxes) Total Price (Without GST/Taxes) GST/Taxes in % (Extra If Applicable) Condition Make/ Manufacturer Manufacturer's COC Lead Time/Delivery Remarks

1 9E1306011 TRIM POT (RJ24FW203) 20KOHM 20K 10% P/NO. RJR24FX203/ RJ24FX203 Make - Bourns 2300 Within 12 weeks from PO date.

2 RJ26FW104 TRIM POT 100K 1/4W +_100PPM (P1) MIL-PRF-22097 Make - Bourns 200 Within 12 weeks from PO date.

3 RT24C2W202 TRIM POT ,2K,5%,MIL-PRF-27208 Make - Bourns 200 Within 12 weeks from PO date.

4 167403006413 TRIMPOT 1K. OHM (3250W-1-102) Make - Bourns 48 Within 12 weeks from PO date.

5 168103003413 TRIM POT 50K (3299 P-1-503) Make - Bourns 382 Within 12 weeks from PO date.

6 9E1306013 TRIM POT(50K) RJ24FW503 MAKE- BOURNS 200 Within 12 weeks from PO date.

7 RJ26FP503 TRIM POT 50K,1/4W (MAKE-BOURNS) MIL-PRF-22097 300 Within 12 weeks from PO date.

8 167403010413 TRIMPOT 5K,3250W-66-502 (MAKE-BOURNS) MFG NO. IP08-01 356 Within 12 weeks from PO date.

9 RT24C2W502 TRIM POT,5K,+-10% RT24C2W502 MIL-R-27208 Make - Bourns 1000 Within 12 weeks from PO date.

10 9E1309103 TRIM POT RT24C2W103 MIL-R-27208 10K Make - Bourns 792 Within 12 weeks from PO date.

Notes: Bidder's Compliance Remarks(Yes/No)

i) Bidder to submit Latest Authorization Certfication from "Bourns" with the offer. Vendor's without valid authorization of OEM "Bourns" are not considerable.

ii) Manufacturer COC required with marking of PO No. & Batch No. on COC.

iii) Warranty: Minimum 12 months from the date of acceptance of item at HAL or more as per company rules/OEM policy.

iv) Bank Details: Requested to provide complete Bank details in this offer.

v) Please provide HS (Harmonised System) code of product alongwith your quotation.

Address: Contact Person Name:

Phone: Designation:

1. Supplier is requested to fill information in the required cells.

2. Supplier should also fill the required information in Terms and Condition-ANNEXURE C in order to complete the bidding process.

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

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

5. The ENQUIRY is governed by TERMS AND CONDITIONS ANNEXURE C as uploaded in the tender.

Terms and Conditions -ANNEXURE C

Unless specifically stated to the contrary, the following conditions apply.Supplier may fill their response in Supplier's Comments and Remarks Column.

Sl RFQ Clauses Supplier‘s Comments

1 Price Terms: i) Please note that your quotation should be strictly on net F.O.B. Price for Sea consignment and FCA, export packed Price for Air consignments /FAS Vessel with no extra charge whatsoever. ii) If, for special reasons, you quote prices Ex-Works or F.O.B. plant, you must prepay inland transportation’s. Port dues and shipment charges up to F.O.B. vessel at port of shipment and claim this amount of actual along with the price of the goods through bank. Your quotation should indicate clearly the extent of such charges.

2 Price: a) The bidder is required to indicate prices against individual items. Prices quoted should be in the currency of the country of supply or any other convertible foreign currency (to be specified by HAL in line with RBI/ FEMA rules). b) HAL being manufacturers, bidders to indicate in the quotation manufacturers discount if any. c) Bidders to confirm that: (As applicable) i) The prices quoted are the lowest export price and is the same as they would normally quote to Govt. Department. ii) The price is in terms of the appropriate clause of the Licence Agreement. (Where Licence Agreement is in vogue). d) Price quoted should be net FOB/FCA, export packed/FAS Vessel with no extra charge whatsoever. e) (Optional Clause:) Bidder should indicate separately cost of services rendered in India if any. f) If, for special reasons, bidder prices are Ex-Works or F.O.B. plant, bidder must prepay inland transportation’s. Port dues and shipment charges up to F.O.B. vessel at port of shipment and claim this amount of actual along with the price of the goods through bank. Bidder’s quotation should indicate clearly the extent of such charges. g) Tenderers should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to. h) 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 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 Terms of Payment: i) In the event of an order, 100% payment will be made within 30 days after inspection and acceptance at our Stores, thrugh our bank via Online/SWift Payment/ any other latest Electronic Payment remittance mode. ii) If under unavoidable situations payment has to be made either through 100% through SIGHT DRAFTS presented through our Bankers or Letter of Credit, the same can be established for 100% of the order value before three months from the date of dispatch. iii) All bank charges are to be borne by the vendor. iv) Following documents will be required to be submitted by bidder by post/email for payment. A copy of the same may please be kept along with consignment in the box:- a) Signed Invoice. b) Copy of Airway Bill/House Airway Bill. c) Airworthness Certificate/Certificate of conformance/Release note etc. d) Any other documents specifically mentioned in Purchase order. v) Bank Account details i.e. Bank Name, Account No. IFSC Code etc must be provided while submitting the bid. Following documents to be provided:- (a) ECS Mandate Form (On company Letter head) (b) Cancelled Cheque (c) Bank Statement duly authenticated by the Bank.

4 Mode of Payment: In accordance with our standard practice, payment against any order materializing out of your offer, will be against presentation of documents through our State Bank of India Industrial Finance Branch, 61, Ist Floor, Residency Plaza, Residency Road, Bengaluru 560025, Karnataka.

5 Applicable Discount: Ourselves being manufacturers, please indicate in the quotation the manufacture discount if any.

a) In respect of Foreign bidders, bidders has to bear all taxes, duties and levies payable in their country and HAL will bear all statutory levies, other than withholding tax and service tax, payable in India. Withholding Tax (If applicable).

b) HAL would be deducting at source applicable Income Tax as per Government of India Rules applicable at the time of making payments in respect of services rendered in India. (Generally on the amounts towards services like training, technical assistance offered by the bidder and license fees). As per the Rules, Income tax has to be borne by the recipient of the Income and relevant certificate to this effect will be issued to the bidder on deduction of such amounts, if applicable. Bidder should bear the applicable withholding income tax in India. Tax would be deducted at source by HAL as per DTAA where the bidder could claim the benefit of double taxation in their country as per the bilateral agreement between the two countries. Certificate to this effect would be issued by HAL to enable the bidder to claim the benefit under DTAA

c) Bidder is required to indicate the PAN No. issued by Indian Income Tax Authorities.

d) Any other Tax chargeable should be clearly indicated in the offer / bid as inclusive in the price quoted or extra. If not indicated, HAL will assume that the rates quoted are inclusive of taxes.

e) GST: As GST comes into effect w.e.f. 1st July 2017, so please mention your GST No. & HSN code in front of the quoted items in bid.

f) In case the Vendor failed to upload GST invoices in the GST portal and HAL lost the right to avail the Input Tax Credit (ITC), HAL reserves the right to debar the Vendor and/ or to initiate legal action against the Vendor.

7 Quantity : a. The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. b. HAL reserves the right to order quantity less than indicated in the enquiry /quoted for by bidder, at the prices quoted, without any reference to the bidder. c. In case of raw materials and other such specific items where exact qty. cannot be supplied qty. tolerance of + 10% for supply can be considered.

8 Unit of Measurement: Your quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. The prices quoted should be in the currency of the country of supply. Please indicate the country of Origin and the Port of Despatch.

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

10 Specification: Material should be offered strictly conforming to our specifications. The deviation in specification, if any should be clearly indicated by you in the quotation. 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.

11 Shelf Life : Where stores offered have a limited shelf-life, kindly indicate the life involved and confirm that in the event of an order from us, only newly manufactured stores with the maximum possible shelf-life at the time of dispatch will be offered for shipment. In respect of rubber items such as seals etc., having curing date, the item should not have been manufactured earlier than 6 months of dispatch. For such items and bearing, items should have shelf life of minimum 85% at the time of dispatch and should be individually packed/sealed.

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

13 Delivery: a) Deliveries quoted should be firm (or as per the schedule indicated). b) Please confirm whether the item/equipment quoted/ offered is of-the-shelf or to be manufactured specific-to-type. If the items/equipment is manufactured specific-to-type, bidder to quote firm delivery schedule taking into consideration of the period actually required based on the complexity of the equipment. In the event of an order, HAL reserve the right to claim towards liquidated damages on the undelivered part of the order. This clause will be strictly followed by HAL. Therefore your delivery schedule should be firm and definite. c) If installation and commissioning of the equipment is required to be done by bidder at HAL site, bidder to indicate the period required for the above job from the date of intimation of readiness of site at our premises. d) Bidder to note that the delivery schedule should be for: i) Period required for the delivery/dispatch of equipment and ii) Period required for installation and commissioning of the subject equipment after intimation from HAL about readiness of the site.

14 Extension of Time: If an extension is desired by the Vendor/Supplier, then Vendor/Supplier shall apply for extension of time to HAL at least 15 days prior to the date of delivery without prejudice to the rights of HAL, then HAL may grant extension of time for any cause which HAL may deem proper and the decision of HAL in this respect to be final and binding and cannot be questioned in any manner whatsoever.

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

16 Submission of Tender : a. The bidder is required to submit bids directly to HAL either through post/courier in sealed cover with clear marking of bidder details. The cover should be marked with tender no., due date and bidders postal address. Response received, without bearing the bidder address will not be entertained. Bid submitted by bidder’s authorized dealer / distributor/channel partner should accompany with ink signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered an unsolicited. b. The signed copy of bid submitted through E-mail / Fax will be accepted subject to the same being sent to the specified e-mail ID/Fax No. indicated in the tender document. Unsigned copy of bid received through E-mail/Fax will not be considered. Bid received through e-mail / Fax received other than that specified in tender documents will not be considered. c. The bid to be addressed to AGM (IMM), IMM deprtment, HAL Lucknow.. d. Response to bid through e-Procurement should be uploaded in the e-portal only. e. Submission of tender in two bid system: f. In response to tender in two bid system, the bidders are required to submit technical bid and commercial bid separately. Each bid will be put in separate sealed cover marked with tender No., due date and indicated as technical bid or commercial bid as the case may be. Both sealed covers will be put in a single cover, which will again be sealed and superscribed with tender no. and due date. g. The technical bid should also include EMD in original form and Integrity Pact (if applicable). Technical bid without EMD in original form and Integrity (if applicable) 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.

h. Bid received with technical bid and commercial bid in open condition inside one envelope will be rejected. i. Submitting only one bid with rates and technical details as a single bid will be rejected. j Last Date for submission of Quotes is as per tender due date.Tenders received after due date and time shall not be opened and shall not be considered. In all cases of Open/Limited Tendering, Tenders shall be opened on stipulated date & time in presence of the intending Bidders and that Bidders or his authorised representative may attend the Tender Opening. k. HAL will not be responsible for the loss or delay in receipt of tender documents/ tender in transit, inability of vendor to upload the tender documents in E-Procurement and HAL reserves the right to reject Late / incomplete tenders. l. bidders shall be required to submit bids/offers directly to HAL either through post/courier/drop in tender box in sealed cover with clear marking of bidders’ details. Response received, without bearing the bidder address not to be entertained. This does not apply to e-Tenders. m. Applicability of the taxes (Sales Tax, Excise Duties, Octroi etc) should be explicitly to be indicated by the vendor in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive. RFP should incorporate the above appropriately.

17 Late Tender : a. Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered. b. HAL will not be responsible for loss or delay in receipt of tender documents / tender in transit. c. HAL will not be responsible for inability of vendor to upload the tender documents in eprocurement. d. HAL reserves the right to reject late or incomplete tender.

18 Tender Evaluation: a. Bid received in different currency will be converted to Indian Rupees. The TT selling rate for foreign currency exchange rate for conversion will be adopted as per the State Bank of India, Lucknow in India as on date of tender opening. b. In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened.

19 Warranty: Warranty shall be for a period of twelve calendar months, after the goods have been taken over by HAL, the contractor shall be responsible for any defects that may develop due to faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes necessary for the contractor to replace or renew any defective portion of the goods the contractor shall make such replacement or renewal without any extra cost to HAL.

20 Post-Warranty Service Arrangements for after sales service and maintenance (authorized service centre) in India on site during warranty & post warranty period should be clearly indicated providing with name, address, phone, fax, contact person, infrastructure along with spare parts inventory held by your Authorized Technical Service Center. The vendor to indicate the validity period of authorization for the technical service center.

21 Liquidated Damages: In the event of an order, we reserve the right to deduct a sum of 0.5% per week excluding taxes of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered/delayed part of the order. This clause will be strictly followed by HAL, therefore your delvery should be firm and definited. In case tenders dont agree for the LD clause the maximum LD amount to the extent not agreed LD value may be loaded for tender evaluation.

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

23 Inspection, Consequences of Rejection: The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s decision as regards acceptance/rejection of goods shall be final and binding between the parties. (In case of Plant & Machinery, goods shall be finally inspected & accepted only after successful commissioning) If any stores are rejected, then HAL shall be at liberty to: a) Either: i) Allow the contractor to re-submit stores in replacement of those rejected within a time specified by HAL, the contractor bearing the cost of freight in such replacement without being entitled to any extra payment, (or) ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the contractor without effecting the contractor's liability as regards the supply of any further consignments due under the contract, (or) iii) Terminate the contract and recover from the contractor the loss HAL may thereby incur. The contractor shall not be entitled to any gain on the repurchase, b) Any stores rejected by HAL’s Inspector must be removed by the contractor within 14 days from the date of receipt of intimation of rejection and at his own cost, failing which the contractor shall be liable to pay storage charges at 1% for each day of delay on the invoice value of the stores. If the stores are not removed within a month from the date of intimation of rejection, the stores will be liable, to be sold by HAL at the contractor’s risk and responsibility and the proceeds adjusted towards storage charges. c) In case any payment is made against delivery and it is found that the supplied item is rejected during inspection/commissioning, contractor will be required to choose any one of the following options to collect the rejected item for replacement: i) Refund the amount paid and collect the item for replacement. ii) Submit a Bank Guarantee for the amount already paid and collect the item for replacement. iii) Bring the replacement item to HAL and collect the rejected item.

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

24 Airworthiness/ Certificate of Conformity i) In the 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. ii) Manufacturer COC must be provided with supply. iii) 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 Eligible Goods & Services: a) Country of Origin: The term “origin” used in this clause means the place from where the Services (and incidental Goods, including subcontracted components) are arranged and delivered, or manufactured. b) Bidder’s country which shares a land border with India: 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 Annexure-B, B1 & CII attached with the tender.

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

27 Immunity to Government of India: It is understood and agreed that the Government of India is not a party to this Contract/PO and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles Contract Law. The vendor shall agree, acknowledge and understand that HAL is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, vendor expressly waives releases and foregoes any and all actions or claims against the Government of India arising out of this contract, not to sue the Government of India as to any manner, claim, and cause of action or thing whatsoever arising out of or under this Contract/PO.

28 Clauses with regard to Supplies: (a) 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 tender the same shall not govern 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. (b) 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. (c) 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. (d) Quantity: a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. b) HAL reserves the right to order quantity less than indicated in the enquiry/ quoted for by bidder, at the prices quoted, without any reference to the bidder. c) For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty. tolerance ± 10% acceptable.

29 Fall Clause: The price quoted shall be in no event exceed the lowest price at which you sell the supplies or offer to sell supplies of identical description for similar quantity/terms to any person(s)/ organization including the purchases by any department of the Govt. of India, the State Govt. or any statutory undertaking of the Govt. of India/ State Govt., as the case may be during the period till the completion of the performance of the order placed and during currency of the order. If at any time during the said period, the contractor reduces the sales price, sells or offers to sell such supplies to any person/ organization including the purchaser or any department of Central Govt. or any Dept. of State Govt., or any statutory undertaking of the Central or State Govt., as the case may be at a price lower than the price chargeable under the contract, Seller shall forthwith notify such reduction/ sale or offer to sale to the HAL and the price payable under the contract for the supplies supplied after the date of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

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

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

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

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

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

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

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

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

38 Packaging instructions:- Items should be properly export packed and preserved for safe transportation of goods.physio sanitory certificate as per ISPM-15 standard must be provided if goods are placed in wooden cases as the same is required by Indian custom authorities for custom clearance.

39 Settlement of Disputes and Arbitration for Foreign Vendors: Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above, within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration. Arbitration: The arbitration tribunal shall be consisting of sole arbitrator. The arbitrator, who shall not be a citizen or domicile of the country of either of the parties or of any other country unacceptable to any of the parties, shall be nominated by the parties within ninety (90) days of the receipt of the notice mentioned above, failing which the arbitrator may be nominated and Arbitration shall be conducted under the provisions of Indian Arbitration and Conciliation Act, 1996 or by dispute resolution institution like International Centre for Alternative Dispute Resolution (ICADR) or India International Arbitration Centre (IIAC). The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The law applicable to conducting Arbitration shall be Indian Laws. The Arbitration Tribunal shall have its seat in India. The language of the arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Contract/PO. The award of such Arbitration shall be enforceable in Indian Courts only. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the arbitrator shall be shared equally by the Vendor and the HAL, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

40 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.

41 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.

42 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.

43 Payment For Stores/Supplies: Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by through our bank via Online/Swift Payment/ any other latest Electronic Payment remittance mode to the supplier’s bank account as notified to HAL on submission of bills in triplicate. Payment for the stores on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

44 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.

45 Bid received in different currencies Bid received in different currencies shall be converted to a single currency (Rs) w.r.t. rate at the date of tender opening for evalvation of L-1 bidder.

46 Other Condition/ Remarks: i) Please note that we reserve the right to order quantity less than indicated in our enquiry/quoted for by you, at the prices quoted, without any reference to you. ii) Please indicate approximate net weight of each of the item and gross weight and dimension of the package to enable us to determine the mode of dispatch. iii) When counter terms and conditions of business have been offered by a tenderer, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL. iv) No price or condition and terms, notice of which has not been given against this enquiry by parties submitting quotations, will be considered by HAL, if put forward in subsequent correspondence, after acceptance of orders etc. v) Our conditions of contract will govern any resultant order arising out of the enquiry (copy on application) and your quotation will be subject to the said conditions. vi) There will be no price negotiations if rates received for technically acceptable offers are considered reasonable.vii) Canvassing by tenderers in any form, including unsolicited letters on tenders submitted or post tender corrections shall render their tenders liable for summary rejection. vii) The Harmonised System of tariff nomenclature against the items for which quotation is rendered should be indicated. viii) Disregard of any instructions, may result in your offer being ignored. ix) All disputes arising out of the contract shall be settled as per Laws of India/ Rules of Arbitration of Indian Council of Arbitration x) All drawings (photo/sketches) sent by us should be returned with your quotations, if you are unable to quote our drawings /photos/sketches should also be returned immediately along with your regret letter. Drawings/ Photos/ sketches should not be put in the cover containing the quotation. Drawings shall be again provided in the event of placing an order on you.

47 xi) Please send your REGRET REPLY, in case the subject item is not covered in your range of products. xii) The court at Bangalore, India only shall have jurisdiction to deal with and decide any legal matter what so ever arising out of contract. xiii)The material quoted/ordered/supplied should be from your country. Incase the ordered material to be supplied/shipped from third country, the same to be communicated in writing to HAL for acceptance and further action should be taken according to HAL reply/ PO amendment. xiv) 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. XV) offers not fulfilling the mandatory conditions shall be liable for rejections and the offers in variance to desirable condition shall be considered but with corresponding loading, in tender evaluation. All non priced evaluation should be objective and quantifiable and indicated in the tender document. Wherever applicable relative weight to be attached to each criterion should specified in the tender.

48 Exit Clause Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 6 months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 1 years. ii) If there is change in Buyer requirement, contract shall be terminated with 6 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 1 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 6 months). v) Based on the decision of the Arbitration Tribunal.

49 Termination for Default of Seller or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Supplier, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Supplier is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Supplier without prior permission of HAL. g) If the performance of the Supplier is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Supplier will be allowed. (Note: In case if the Vendor/Supplier is insisting to have a mutual Termination clause, where either of the Party can Terminate the RFQ’s/contracts/PO’s due to the default of the other, then the user may use the below clause, subject to the below clause not to be used in RFQ’s/contracts/PO’s voluntarily from our end.) Termination for Default of Either of the Party (mutual termination): Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the other Party, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by the end Customer. c) Either of the Party is declared bankrupt or becomes insolvent. d) It is noticed that either of the Party has violated/breached the Integrity. e) As per decision of the Arbitration Tribunal. f) Either of the Party has assigned the contract to a third party without prior permission from other party. g) If the performance of either of the Party is not found satisfactory to the other Party during the execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

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

f) would be providing goods, works, or non-consulting services resulting from or directly related toconsulting services that it provided (or were provided by any affiliate that directly or indirectly controls,is controlled by, or is under common control with that firm), for the procurement planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of Reference (ToR)/ Activity Schedule/ schedule of requirements or the TenderDocument etc.) of this Tender process; or g) has a close business or family relationship with a staff of the Procuring Organization who: i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorised distributor cannot represent two manufacturers or quote on their behalf in a particular tender enquiry. There can be only one bid from the following: i) The principal manufacturer directly or through an authorised distributor on his behalf; and ii) Authorised distributor on behalf of only one principal.

51 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.

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

53 Rights of Sale and Utilisation – Export Licence/ Re-Export Permission: i) As the requirement is for Military/Civil application a specific confirmation from Bidders/Sellers on availability of export license from their respective Government should be provided and a copy of such relevant permission/license issued should be enclosed. ii) Bidders/Suppliers shall be required to obtain and maintain all Export/Import licenses and permits etc., as the case may be, required for performing supplies against this tender. Obtaining export license and timely availability shall be entire/sole responsibility of the Bidders/Suppliers, which forms a part of obligations of the contract. However any unforeseen delay should be promptly informed to HAL with proper justification. If End user certificate is required from HAL, the format of the same may be enclosed with this offer. iii) Bidders/Suppliers may indicate status of export permit based on the present rules/regulations of their respective country and normal time frame for obtaining such export permission if an order is placed in near future and the said time frame should be covered within the delivery schedule indicated. iv) Bidders/Suppliers should also confirm that necessary clearances are available/ will be made available from their Governmental authorities regarding the sharing of technical data required for integration purposes with other vendors of Aircraft/Helicopter on a need to know basis. v) Clearance in unequivocal terms also needs to be accorded regarding export of the equipment fitted as a part of the military and civil variant Aircraft/Helicopters, spare LRUs, modules & components and service support when such activities are undertaken by HAL India to other countries. Reservations if any may be specifically indicated as a part of the Bid. vi) Bidders/Suppliers to confirm that there are no restrictions for exporting HAL Aircraft/helicopters to any country, fitted with the LRU/Systems/items offered/supplied by them. vii) Buyer (HAL) will have exclusive worldwide sale and support right for all supplies under contract if specifically developed and funded by HAL. Any enquiry received on such equipment shall be directed to Buyer and Bidder/Seller will not directly sell/support/service without prior concurrence of Buyer. For all development orders all the Intellectual Property Rights (IPR) will rest with Buyer. viii) The prices to be quoted by Bidders/Sellers for exports should be competitive in international market scenario. ix) In case of grant of Rights for Transfer of Technology (ToT) to Buyer for manufacture and/or Repair and Overhaul (RoH), then Buyer will have exclusive rights for worldwide sale of the Aircraft/ Helicopter incorporating the items manufactured/ Repaired & Overhauled under ToT.

54 Product Support/ Obsolescence: Considering that the requirement is spread over 30 years, it is requested to ensure that there should not be any obsolescence issue not only in terms of items but in terms of technology also in the next 30 years. In case of obsolescence, 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 30 years. HAL may be requiring various spares for the offered system/item in future. Exact requirement for the spare requirement will be intimated separately. Bidder to confirm that the cumulative price of all spares of item/system should not increase the unit cost of the item/system.

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

57 Option Clause: HAL reserves the right to order additional quantities up to 25% or more as mutually agreed of the ordered quantity as per the price, terms & conditions of the resultant contract during the currency of the contract. It is entirely at the discretion of HAL to exercise this option. The additional quantities may be ordered in staggered manner in different years of supply at the discretion of HAL at any time during the currency/period of Contract.

58 Others: a) In the case of airborne material, the same should be covered by a Release Note or Airworthiness Certificate countersigned by person/s authorized by Government Airworthiness Certifying Authority. b) Please furnish list of similar equipment supplied in or anywhere in India with customer’s full address, value and telephone/telex etc. (if applicable) c) Please indicate if any training arrangements for item/system in India and factory acceptance test if required. (if applicable) d) Please also indicate necessary onsite technical support during installation of the system at no extra cost. e) Vendors should ensure the availability of spares of the offered products for a period of 10 years. f) Two sets of operation manuals/ maintenance manual should accompany the system at no extra Cost. (if applicable) g) Please also indicate status of export permit based on the present rules/regulations of your country and normal time frame for obtaining such export permission if an order is placed on you in near future and the same should be covered within the delivery schedule indicated. h) Suppliers (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. i) Quotation should accompany the detailed catalogues and literature.

j) Vendor should confirm that they are the original manufacturer of the stores referred to in this contract and has not engaged any individual or firm whether Indian or foreign whatsoever, to intercede, facilitate or in any way to recommend to the Government of India or any of its functionaries, whether officially or unofficially, the award of the contract to the seller nor has any amount been paid or intended to be paid to any such individual or intended to be paid to any firm in respect of any such intercession, facilitation or recommendation, vendor accepts that if it is established that the present declaration is in any way incorrect and if at any later stage it amount/commission to such individual/firm, vendor will be liable to pay the similar amount to HAL for engaging such individual/firm and making the payment as commission. In addition, vendor will also be debarred from entering into any supply contract with the Ministry of Defence, Government of India as specified by them. Vendors shall also consider cancellation of the contract without any entitlement or compensation to vendors who shall also be liable to refund all payments made by HAL in terms of the contract along with the interest at the London Inter-Bank Offer Rate (LIBOR). k) The Harmonized System of tariff nomenclature against the items for which quotation is rendered should be indicated. l) 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. m) Bidder is required to send REGRET REPLY, in case the subject item is not covered in bidder’s range of products.

n) Business Conduct & Ethics: Supplier should be committed to conduct its business in accordance with the highest standard of business ethics and complying with applicable laws, rules & regulations.

59 Obsolescence: Supplier shall continue to support the equipment for a minimum period of 30 years from the date of supply by making available spare parts and assemblies of the equipment supplied. For any reason Supplier wishes/ decides to close/ discontinue the line for manufacture of the products or procurement of certain components, sub-components, Supplier undertakes to notify such a decision to HAL by means of a prior 3 years notice (before closure of the said production line) in writing so as to enable HAL to place buy order/a life time buy of all spares before closure of said production line. Supplier will transfer tools, drawings etc., to HAL after such notice period. Supplier shall indicate the source from where HAL can procure these items. The said aspect would also form an integral part of the contract. (Note: Support period (i.e. 30 years) may be reduced by the Buyer in case Vendor disagrees or on need basis.)

60 (A) Quality and workmanship Generally the stores shall be of the best quality and workmanship. Contractor shall comply with the contract in all respects be to the satisfaction of HAL. Where tenders are called for in accordance with ‘particulars’, the contractor’s tenders to supply in accordance with such `particulars’ shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and no claim on his part which may arise on account of non-examination or insufficient examination of the ‘particulars’ will in any circumstances be considered. The contractor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly specified in the Purchase Order.

60 (B) The Stores/Goods supplied shall conform to the standards, if mentioned in the Technical Specifications, or, where no applicable standard is mentioned, to the authoritative standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the concerned institution

61 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 Annexure-B, B1 & CII attached with the tender.

62 The Vendor need to comply with sustainability criteria and legal requirements of environment or pollution control and other mandatory and statutory regulations or internal guidelines, if any, applicable from time to time, for the goods/services under procurement.

63 Other: “The Bidder/s agree to submit such documents like submission of Integrity Pact/supporting additional documents etc., if required or as called for in RFQ, subsequent to opening of the Bid and before finalizing the contract or PO, depending upon the then circumstances and decision of HAL. Any failure to submit such documents or Integrity Pact in HAL given format, shall amount to rejection of the Bid, which decision shall be at the discretion of HAL”.

64 Contact details for general correspondence (All clarification/query/status w.r.t. tender should be forwarded to HAL only) except for submission of quotation: Ms. Nidhi Sahai Chief Manager (IMM) E-mail Id : [email protected] Fax No. 0522 231 4323 Phone: 0091 522 2350995, 996 Extn. 4953 / 4323 0091 522 2340352, Extn: 4953 / 4323 Contact details for Head of IMM: Mr. Diwakar Saxena Addl. General Manager (IMM) E-mail Id : [email protected] Fax No. 0522 2340347

Please offer your acceptance/comment specifically against each Terms and conditions.