Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated with Existing Solar PV Plant

standard provisions/ conditions prescribed by online portal (including General terms and conditions

(GTC)), the terms & conditions given in this tender documents shall prevail

Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System

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Tender No. GERMI/NTM/ 2025-26/ T03

Section – I: Invitation to Bidders

Section – II: Instruction to Bidders

Section – III: Scope of Supply/Work/Service, Technical Specification

Section – IV: Rate Schedule

Section – V: General Terms and Conditions

Attachment 1: Bid Bond Format

Attachment 2: Performance Bank Guarantee

Attachment 3: List of Banks approved by Govt. of Gujarat

Attachment 4: Bidder’s Query Form

Attachment 5: Bid Evaluation Criteria (Bidder’s Techno-Commercial Eligibility, Technical and

Commercial Criteria)

Exhibit – A: Bidder’s Information Form

Exhibit – B: Self Declaration cum Undertaking.

Exhibit – C: Format for Charted Accountant Certificate for Financial Capability of the

Exhibit – D: Format for Certificate from Bank if Bidder’s Working Capital is inadequate or

Annexure 1: Cut-Out Slip for Bid Bond / EMD

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Tender No. GERMI/NTM/ 2025-26/ T03

INVITATION TO BIDDERS

GUJARAT ENERGY RESEARCH AND MANAGEMENT INSTITUTE

Plot No.2A/3A/4A, Bhat GIDC, Near Apollo Hospital – 382 428, Gujarat, INDIA

Phone No: +91-79-65282424; Email: [email protected]; Website: www.germi.org

REQUEST FOR QUOTATION (“TENDER DOCUMENT” or “BID”)

Gujarat Energy Research and Management Institute (hereinafter referred to as “GERMI”) is a center of

excellence in the energy sector, promoted by Gujarat State Petroleum Corporation Limited (GSPC) a

Government of Gujarat Undertaking, respectfully solicits your Bid for “Design, Supply, Installation, Testing

and Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated

with Existing Solar PV Plant” for its research & development operations.

GERMI is desirous of engaging the Supplier/Contractor for tendered services/supply through this tender. Outlined

hereinafter, is a comprehensive Bid package that you are requested to go through carefully. Your bid must be in

compliance with the requirements, specifications, and other applicable attachments, including GERMI ‘s terms and

Evaluation of Bids for awarding the Contract, while weighting price substantially, will be based on the most

advantageous offer reflecting a combination of price, quality of equipment, acceptable delivery, warranty, and a

commitment to ensure on-time services/delivery.

GERMI reserves the right to reject or accept, in whole or in part, any Bid, waive formalities in the bidding process,

or to negotiate Rate Contract terms with any individual firm when such is deemed by GERMI to be in its best interest.

GERMI will be under no obligations to provide reasons for accepting or rejecting a Bid.

• Tender Start date: 03-03-2026

• Tender End date: 17-03-2026

• Bid submission Last date: 17-03-2026, 18.00 hrs.

• Pre-Bid meeting: 10-03-2026, Time: 17:00 to 17:30 hrs, Online mode

• Tender Fee: The bidder shall submit the prescribed Tender Fee through the N-Procure portal as

mentioned in the tender notice. The bid shall be considered valid only upon successful payment of the

Tender Fee within the stipulated time.

• Tender Document: The Bidder shall submit the Tender only through the N-Procure e-Tendering portal

within the prescribed date and time as mentioned in the Notice Inviting Tender (NIT).

• No physical submission of the Technical Bid or Financial Bid documents shall be accepted under any

• However, the original Earnest Money Deposit (EMD), wherever applicable, shall be submitted in physical

form through Registered Post / Speed Post / Courier so as to reach the Tender Inviting Authority within

the stipulated timeline mentioned in the tender document.

• Failure to submit the physical EMD within the specified time shall result in rejection of the bid as non-

• Tender Fee: 15,000/- (Inc.Gst).

Bid Bond / EMD: Bidders are required to furnish Bid Bond / EMD for an amount of Indian Rs. 3,25,000/- (Rupees

Three Lakh Twenty five thousand only). Bid Bond is required to be furnished in as per attached format,

Attachment 1. Bid Bond shall be returned to all unsuccessful bidders within one month after completion of

tendering process. The Bid Bond, without prejudice to any other available remedies, shall be forfeited if:

a) The Bid is revoked during its validity period;

b) The prices are changed unilaterally by the Bidder after the Bid opening and during validity of the Bid,

c) The Bidder do not follow the instruction given in this tender document.

d) GERMI accepts the Bidder's Bid and the Bidder refuses to accept the Work/Purchase Order / Letter of Award

(LOA) or fails to enter into the Contract after the Work/Purchase Order / LOA is issued to such Bidder,

e) The successful Bidder fails to submit Performance Bank Guarantee within the period specified.

Non-compliance with the bidding instructions, except as permitted by the Bid and/or late arrival of your Bid shall

result in your Bid not being considered.

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Tender No. GERMI/NTM/ 2025-26/ T03

Sincerely Yours,

for Gujarat Energy Research and Management Institute.

Authorized Signatory

Dr. Akash Davda

General Manager (NTM)

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INSTRUCTIONS TO THE BIDDERS

2.1 General Instructions

2.1.1 Transfer of Bidding Document: The Bidding document is not transferable.

2.1.2 Cost of Bidding: The Bidder shall bear all costs associated with the preparation and submission

of its bid, and GERMI will in no case be responsible or liable for those costs, regardless of the

conduct or outcome of the bidding process.

2.1.3 Validity of bid shall be 180 days from the bid closing date.

2.1.4 Language and signing of Bid: The bid prepared by the bidder and all correspondence and

documents relating to the bid exchanged by the Bidder and GERMI shall be written in English

Language only. Supporting documents and printed literature furnished by the Bidder may be in

another language provided they are accompanied by the accurate translation of the relevant

passage in English, in which case for purpose of interpretation of the bid, the translation shall

2.1.5 GERMI retains the right to modify the terms of the Bid, Model Contract or any of the

sections/attachments/formats at any time prior to the Bid Due date.

2.1.6 Bidders must review the Technical Specifications, Scope Document and ensure that the

equipment/materials/ services being offered are as per specifications and scope prescribed in

this document. Bidder must review the Contract / Terms & Conditions before providing details

on the Commercial Part as specified in this tender document. Bidders shall be deemed to have

understood and taken into account all the terms and conditions prescribed in the contract.

2.1.7 In token of agreeing to no exceptions/deviations to the tender terms and conditions, Bidders to

fill, stamp and sign the Compliance Statement as per Exhibit - B and submit the same in the

2.1.8 Bids from agent / agent’s representatives will not be accepted, unless backed by valid Letter of

2.1.9 Bids submitted by fax will summarily be rejected.

2.1.10 Once a Bid is submitted no changes will be permitted to be made by the Bidder except in relation

to clarifications sought by GERMI on the Bid.

2.1.11 Bidders should indicate in their proposal the legal entity which will be executing the Contract.

The Bid shall be duly signed and sealed by the Executive Officer / or the Authorized

Representative of the Bidder’s Organization/Company.

2.2 Specific Instructions

2.2.1 Bidders will submit the Bid form in its entirety and no alterations will be made to the form or the

wording therein. The Bid form will be signed by a duly Authorized Officer or Representative of

the Company/Organization.

2.2.2 Bidders must seek clarifications to the any query with respect to the tender document at least

(five) days before the Bid Due Date.

2.2.3 The Bidders shall make available the services/material/equipment as specified in the Tender.

2.2.4 The proposal must be filled in completely and all pricing shown as required. It shall be inclusive

of the cost of all associated aspects of the supply/services including but not limited to Testing,

Witnessed Inspections, Painting, Documentation, Drawings, Data. Certification, Manuals,

Instructions, Preservation and Protection Materials, or as called for in the Technical specification

and Scope document etc.

2.3 Submitting Bids

2.3.1 Bidder to submit the Bid online on N-Procure Portal only as the case may be, as defined &

directed by GERMI in the Tender document.

2.3.2 Bids shall be submitted online on the portal which shall be as per terms and conditions of this

tender document. In case of conflict between terms and conditions of online Portal and this

tender arise, the terms and conditions mentioned in this tender shall be prevail.

• Bidders are required to submit their bid as per instruction provided in this tender document and

any other additional requirement mentioned in online portal.

• Bidder is required to submit all documents for their qualification of BEC mentioned in this

tender document (Attachment – 5) and upload the same along with bid in online Portal.

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2.3.2 A two-bid system, i.e. “Technical Unpriced Bid” and “Commercial Price Bid” shall be followed.

This bid has to be submitted online on portal only as per this ‘Instructions to Bidders”. It is to be

noted by the bidder, that GERMI shall accept bids through online portal only. No physical

bid shall be accepted. Only Bid Bond/ EMD , Demand Draft, Bank Guarantee, must be

submitted in sealed envelope in original on or before the due date.

2.3.3 Submission of Bid Bond:

Bidder can exercise an option to submit the Bid Bond/ EMD to GERMI’s account by RTGS

as per details given in Bid Evaluation Criteria Attachment – 5 attached herewith.

• Immediately upon submission of the bid bond by RTGS/Demand Draft, the bidder to submit by email

the “Bidder Information Form” in excel format preferably along with the requested documents. Bidder

Information Form is attached as Exhibit A to the RFQ/Tender.

Bank charges or any other charges if any shall be payable and borne by Bidder only.

Bidder to submit Bid Bond/ EMD and the details of the transactions to be submitted by mail to

Emails ID: [email protected]. Bidder is also required to upload the copies of transactions on

online portal while submitting their technical bids.

If bidder opt for submitting Bid Bond by mode of Demand Draft / Bid Bond Bank

Guarantee format then physical original of the same to be couriered to GERMI office

address as mentioned in Annexure-I, before the due date & time and the copies of same

with details are also required to be uploaded in the Technical Bid, on online portal. Bidder

is required to inform through email about the details of Bid Bond.

2.3.4 The “Technical Un-priced Bid” of the Bidder will be opened and evaluated first. If the offer is

technically acceptable; has provisions or acceptable alternatives to the requirements specified

in the Tender; and conforms to other non-commercial requirement as may be decided by

GERMI, then the “Commercial Priced Bid” will be opened and evaluated further.

2.3.5 In the “Technical Unpriced Bid”, the bidder to submit upload all the information / documents as

per the “Bid Evaluation Criteria” (Attachment – 5) which would include compliance with

Technical Specifications and all Price information should be left blank. The Commercial part

should be a comprehensive package, which should include all Price information.

2.3.6 Deadline for Submission of Bids

* Envelope super scribed with Annexure -1 Cut-Out Slip for Bid Bond/ EMD must be received

by GERMI at the address specified therein not later than the prescribed due date and time in

the Invitation letter & Tender/RFQ document.

* Technical bid and Commercial bid to be uploaded in the entirety on online portal before due

date & time. (No physical documents to be submitted except for Bid Bond/ EMD if

submitted in the form of DD & Bank Guarantee)

* GERMI may at its discretion extend the deadline for the submission of Bids by amending the

bidding documents in which case all rights and obligations of GERMI & bidders previously

subject to the deadline will thereafter be subject to the deadline as extended.

2.4 Bid Validity Period

The Bidders quotation shall be valid for acceptance for a period of 180 (One Hundred and

eighty) days from the Bid Due Date. GERMI however reserves the right to seek such

extensions of the validity period as may be required subject to a period of three months. In the

event of extension of the validity period of the Bidders quotation, all other terms and conditions

including the provisions relating to Bank Guarantee shall also continue to be valid for the period

of such extension and the Bidder shall duly make efforts to ensure that this is complied with and

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shall bear any costs in this regard. Further in the event of negotiations initiated by the Bidder

the quotation should automatically be extended until for another 30 days or till the negotiations

are completed and the Contract is signed. This shall be an important criteria for qualification and

bids not meeting with this requirement may be summarily rejected.

2.5 Commercial Proposal Requirements.

2.5.1 Prices quoted shall be in Indian Rupees for Indian Bidders and in United States Dollars only for

Foreign Bidders. The foreign exchange rate on the date of submission of the bid due date shall

be considered for evaluation. The Indian Bidder (which shall include any Company incorporated

in India) shall be paid in Indian Rupees only.

2.5.2 Prices should be quoted in Price Bid conforming to the format provided therein. Prices quoted

in the bid shall be firm and binding for the providing / supplying of agreed services / item /

quantity & providing services or any additional quantity requested by GERMI from time to time

during the currency of the Contract and extension thereto from the date of signing of the

Contract. No price escalation shall be allowed on whatsoever grounds.

2.5.3 Performance Bank Guarantee: The successful bidder shall furnish to GERMI a Performance

Bank Guarantee for 5% of the Contract value (including applicable GST) of the Contract

awarded. The Performance Bank Guarantee is required to be submitted within 21 days of issue

of the LOA/PO/ Contract. The Performance Bank Guarantee shall be in the format (Attachment

– 2) provided in the RFQ/Tender, from a scheduled Nationalized Bank in India or any of the

private sector Banks listed in the Attachment-3. Such guarantee shall not be acceptable from

a mere shell / investment company of such joint venture partner/collaborator. The PBG shall be

valid till 3 months beyond the Warranty period.

2.5.4 If the Contract is extended, the validity of the Performance Bank Guarantee must also be

extended, by an equal duration. If the successful Bidder fails in its performance or withdraws

from its Quote/Offer after its acceptance or signing of the Contract, then in such an event,

without prejudice to GERMI’s other rights under the Contract or at law, it shall have a right to

forfeit the Performance Bank Guarantee. If the successful bidder does not submit the

Performance Bank Guarantee as stipulated above, GERMI reserves the right to

cancel/terminate the award of Contract.

2.5.5 The successful Bidder, by furnishing the Performance Guarantee, shall guarantee the

performance of the Contract throughout its currency and extension thereto and shall also

guarantee that the services / supplies so provided under the Contract shall be in strict conformity

with the specification and scope of work/supply.

2.5.6 2.5.5 Bidders are required to submit the price as per the format of Section IV “Rate Schedule”.

Whether separately stated or not, the rates & prices shall be inclusive of all associated costs for

performance of the tendered work/supply.

2.5.7 The bidders shall also furnish the realistic mobilization / delivery schedule for all the services

offered as per this Tender/RFQ/Inquiry document. Since time is of essence, the furnished

mobilization / delivery schedules in line with the quoted prices shall form the basis of evaluation

of the proposals/award of contract.

2.5.8 Price in Words & Figures: In case of any discrepancy between words and figures, the prices in

words shall prevail.

2.5.9 The bidders are required to quote as per the specifications and models requested in the

tender/RFQ/Inquiry

• SCHEDULE OF RATES: THE BIDDER SHALL HAVE TO SUBMIT SCHEDULE OF RATES FOR

2.6 Technical Proposal Requirements.

2.6.1 The Bidder must adhere to the Technical Specification requirements as mentioned in the RFQ

/ Tender and state the same in the “Technical Unpriced Bid”. Bidders to direct all their technical

clarifications/requests, if any, at the email id [email protected] Within five days of issue date of

Tender/RFQ/Inquiry.

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The Bidder shall submit in the Technical Bid - all the information / documents to support

the evaluation criteria as per specified in “Attachment - 5” Bid Evaluation Criteria. This

part shall not contain price

The Bidder shall confirm in its Bid proposal that it has sufficient experience and resources for

satisfactory completion of services / supply as per the Scope of work/supply, and that it will

commit the resources needed to carry out the services/supply in a timely, work-man like and

professional manner. The Bidder is to satisfy Company regarding the Bidder’s capabilities and

experience by submitting the documents, certificates, supply records etc as defined in the Scope

of work/supply, and as required under any clause in particular.

The Bidder shall indicate the manner in which it plans to monitor, co-ordinate, control cost and

schedule performance of the services / supply.

The location and description of Bidder’s facilities / base from where the Bidder plans to

coordinate work must be indicated and should be available for inspection by GERMI (if required).

The Bidder shall ensure compliance with GERMI’s insurance and Bank Guarantee requirements

as provided in this Tender/RFQ/inquiry and proposed Contract.

UNPRICED PART “TECHNICAL BID” to be uploaded on online portal only (No physical

Bids to be submitted)

Criteria for inspection - Conformance with Specifications and test reports.

2.7.1 GERMI shall have a right/option to get the equipment’s to be deployed under this contract for

performance of the services as per the scope of work, inspected from third party agency, as it

2.7.2 It shall be the Bidder’s responsibility to correct any deviations from specifications found during

the inspection prior to shipment/mobilization. If the deviations / damage are found upon receipt

of the services / supply at site, the same should be replaced at no cost to GERMI at the risk and

cost of the Contractor

2.8 Payment Terms.

Compensation to the Bidder shall be made as per the prices quoted and in accordance with terms

of the payments as may be finalized with Bidder and stipulated in the Contract. The Bidder shall

not unduly pre-pone the delivery schedule but will adhere to the schedule as specified. In an event

of pre-poned/early delivery on the part of the bidder, GERMI shall not be liable to pre-pone the

payment. If Bidder has any reservations to this, he should clearly specify the same. Payment will

be made within one (1) month after receipt of the material/services and certified undisputed

invoices from the representative of GERMI and as per terms of payment.

2.9 Taxes and Duties and Approvals.

2.9.1 The Bidders shall quote their prices inclusive of any & all taxes and duties that are applicable,

except Goods and Services tax (GST) which shall be paid extra at the prevailing rate. Bidder

has to submit their SAC and HNS code along with technical bid. Bidder must clearly state the

applicable GST rate which will be considered for evaluation and payment of invoices.

2.9.2 Any variation in taxes, levies, duties (other than personnel and Corporate taxes), applicable in

India as promulgated by Govt. during the execution of the Service Order(s) shall be adjusted on

either side upon scrutiny of proof of payment. Contract shall indemnify and hold harmless

GERMI from all taxes and duties and any interest and penalties thereon. GERMI shall deduct

withholding taxes from all payments due to the Contractor as per prevailing laws

2.9.3 Bidder shall be responsible to obtain at its own cost, all required Permits / Consents, wherever

applicable and required for the performance of the Bidder’s obligations under the Contract, from

the Government of India/ concerned State Governments, authorities or agencies or political sub-

division thereof including any for exemption/concession of custom duties on material/equipment

imported into India. GERMI will provide reasonable assistance wherever required, but all

expenses related to obtaining the such Permits, Consents shall be to the Bidder’s account.

2.10 Change Orders

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GERMI shall have the right to make any changes, including additions to or deletions from the

quantities originally ordered or in the specifications. The negotiated/quoted rates shall be valid &

firm for primary period of the contract and extension thereto from LoI/LoA date or upto the

completion of the contract whichever is later.

GERMI will issue written orders to Bidder for any changes or extra work, except in the event of

an emergency which in the opinion of GERMI requires immediate attention, GERMI will be entitled

to issue oral orders to the Bidder for any work required by reason of such emergency. GERMI

shall ensure that such oral orders shall be followed up with written communication.

2.11 Delivery/Mobilization Time

Time is of essence of the contract and Bidder shall perform the Work and Services/Supplies

diligently in accordance with the Bidder’s promised delivery date / mobilization period as per

Delivery / Mobilization Schedule. In the event it becomes apparent that the delivery date /

mobilization date cannot be met, the Bidder shall, at its own cost, take all necessary steps to

expedite the process, failing which the provisions of Liquidated damage as specified in the

Contract shall be applicable.

2.12 Right to accept or reject Bids

2.12.1 GERMI may, at its discretion, reject any Bid or all Bids received or may accept any Bid or part

bid which, in GERMI’s sole judgment, is the most advantageous to GERMI.

2.12.2 GERMI reserves the right to reject any and all Bids or to partially award the Supply / Work or to

enter into a Contract for the Scope of Supply/Work indicated in the Tender with two (2) or more

Bidders to get maximum advantage to GERMI.

2.12.3 Also GERMI reserves the right to reject any or all the bids solely based upon the past

unsatisfactory performance by the bidder/bidders in GERMI. The opinion/ decision of GERMI

regarding the same being final and conclusive.

2.13 Signing of Contract / Service Order Agreement

The successful Bidder shall be required to sign a Contract (hereinafter referred to as the

“Contract”) as per the Contract attached herewith.

GERMI reserves the right to enter into a Contract for all or part of the services/ materials /

equipment as specified in Tender with either one or more than one bidders to get the services /

material as per the requirement of GERMI

2.14 PROJECT INFORMATION

GERMI is into research, development, advisory and training organization in the field of

conventional and renewal energy. GERMI desires to avail the tendered services/supplies to

support its operations.

2.15 USE OF ENGLISH LANGUAGE

All correspondence, documentation and drawings shall be in the English Language.

2.16 SERVICES/MATERIALS

All SERVICES/MATERIALS (equipment) provided/supplied must meet the requirements of the

applicable codes and Technical specifications of the Technical Tender.

2.17 Contract and other terms

GERMI and or its representative reserves the right to make any changes, including additions or

deletions from the quantities originally ordered or in the specifications of particular

services/material and enter into a Contract for the same.

It is mandatory for successful Contractor to comply with applicable laws, including meet with the

following Mandatory requirements under various laws / enactments from time to time, where

Mandatory Requirements

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1. As per the Labour enactments:

Regular compliance to Minimum Wages Act, no dues to the Employees who have resigned or

whose services are terminated, engaged by the contractors regarding payment of Wages,

service compensation, Bonus, Gratuity, Unavailed Leave salary, Notice pay & etc.

2. Provident Fund Act:

Self certificate by the employer certified by Chartered Accountant that no dues are pending

towards Payment of PF Contribution from the Employer & Employee in respect of all the

employees of Service Organizations.

Self certificate by the employer certified by Chartered Accountant that no dues of payment of

ESI contribution from the Employer & Employee in respect of all the employees of Service

The bidding document is and shall remain the exclusive property of GERMI without any right to

bidders to use them for any purpose except for the purpose of bidding. Further, it should be

understood that the information therein is confidential, and that the bidding documents are

therefore being furnished in the strictest confidence.

2.18.1 Notwithstanding any information and data, which may be contained in this Tender Document,

the Bidder has to make independent inquiries and generally obtain its own information on all

matters that may in any way affect prices, risks and obligations of the Contractor under the

Contract. It will be imperative on each Bidder to, at its cost and responsibility, fully inform itself

of all local conditions and factors, which may have any effect on the execution of the Works,

covered under these Specifications and Tender Documents. In their own interest, the Bidders

are requested to familiarize themselves with the Income-Tax Act, 1961; The Companies Act,

1956; Customs Act, 1962; Indian Boiler Regulations, Electricity Laws, Labour Laws, Goods and

Service Tax Regulations, Works Contract Tax and other related acts, rules, regulations and laws

prevalent in India read in conjunction with the amendments issued, if any.

2.19 Modifications and Withdrawal of Bids

1. A Bidder may not modify a Bid subsequent to its submission. No Bidder shall submit any

modified price Bid subsequent to the submission of the Bid, except in circumstances

specified by GERMI in this regard in the Bid Document.

2. No bid shall be modified after the deadline for submission of Bids

3. The bidder is expected to examine the bidding document including all instructions, forms,

terms, specifications and drawings in the bidding document. Failure to furnish all information

required as per the bidding document or submission of a bid not substantially responsive to

the bidding document in every respect would result in rejection of the bid.

4. No Bid shall be withdrawn in the interval between the deadline for submission of Bids and

the expiration of the period of Bid validity specified by the Bidder in the Bid form.

2.20 Amendment of Bidding Document

a) At any time prior to the deadline for submission of the bids as well as up to bid opening,

GERMI may, for any reason whether at its own initiative or in response to a clarification

requested by the bidders, modify the bidding document by amendment duly notified in

b) The amendment shall be part of the bidding document, and will be notified to all bidders

who have received the bidding documents. The bidders will be required to acknowledge

receipt of any such amendment to GERMI within stipulated time in writing.

2.21 Throughout these bidding documents, the terms bid and tender and their derivatives

(bidder/tenderer, bid/tendered, bidding/tendering, bid documents/ tender document etc.)

are synonymous.

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Scope of Supply & Specifications

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery

Energy Storage System (BESS) Integrated with Existing Solar PV Plant”

1.0 Introduction:

The scope of work under this tender shall include the design, engineering, manufacture, supply,

transportation, unloading, storage, installation, erection, testing, commissioning, and

performance demonstration of a grid-connected 0.5 MW / 2 MWh Battery Energy Storage System

(BESS) integrated with an existing 200 kW rooftop solar PV plant at the facility distribution network

connected to a 11 kV substation.

The BESS shall be connected at the 11kv HT level at the common Point of Common Coupling

(PCC) of the facility electrical system and shall be capable of coordinated operation with the solar PV

plant and grid supply.

The BESS shall provide a minimum 0.5 MW AC discharge power for 4 hours (2 MWh installed

capacity) and shall be designed for a BESS life of minimum 25 years.

The scope shall also include comprehensive Operation and Maintenance (O&M) of the complete

BESS system for a period of Five (5) years from the date of successful commissioning and acceptance.

The entire project shall be executed on a single-point turnkey basis, covering all equipment,

materials, civil works, electrical works, control systems, and services required for complete and reliable

operation of the BESS integrated with the 200-kW solar PV system and facility grid connected to 11 kV

(A) BESS System Configuration

The Battery Energy Storage System (BESS) to be supplied under this contract shall be a complete and

integrated system comprising all equipment, subsystems, and services required for safe, reliable, and

trouble-free operation in coordination with the existing 200 kW rooftop solar PV plant and facility grid

connected to the 11 kV substation.

The BESS shall include, but not be limited to, the following major components:

• Battery Energy Storage System (Li-ion cells, battery modules, racks, enclosures)

• Battery Management System (BMS)

• Energy Management System (EMS)

• Power Conditioning System (PCS) – bidirectional inverter

• Protection and control system

• Communication and SCADA interface system

• HT/LT electrical interface equipment (as applicable to 415 V PCC)

• Auxiliary power supply system

• HVAC / thermal management system

• Fire detection and suppression system

• Monitoring, metering, and control equipment

• All cables, connectors, panels, supports, and accessories

• Integration hardware/software for coordinated PV-BESS operation

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(BESS) Integrated with Existing Solar PV Plant” Page 13 of

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The bidder shall ensure that all supplied equipment and systems are fully compatible and

integrated to achieve continuous, reliable, and maintenance-friendly operation of the BESS

throughout the project life.

(B) System Life, Warranty and Replacement Obligation

The BESS plant shall be designed for an overall operational life of minimum twenty-five (25) years.

The bidder shall provide a comprehensive warranty of 5 (Five ) years for the following major BESS

• Battery system (modules, racks, enclosures)

• Battery Management System (BMS)

• Power Conditioning System (PCS)

• Energy Management System (EMS)

• Thermal management system

• Fire protection system

• Control and communication system

During the guaranteed period, the bidder shall ensure that the BESS continues to meet the specified

performance parameters including rated power, usable energy capacity, efficiency, and availability.

If any component replacement, augmentation, or refurbishment is required to maintain the guaranteed

BESS performance within the warranty period, the same shall be carried out by the successful bidder

at no additional cost to the purchaser and shall be deemed included in the contract scope.

The warranty shall cover defects in design, materials, workmanship, premature degradation, and

performance shortfall.

(C) Mandatory Spares

The bidder shall supply mandatory spares of all critical and maintainable components of the integrated

BESS system to ensure uninterrupted operation during the O&M period.

All mandatory spares shall be new, compatible with supplied equipment, and suitable for immediate

replacement during operation and maintenance of the BESS.

d) The configuration, physical arrangement, and internal layout of the Battery Energy Storage System

(BESS) shall be designed to ensure safe, ergonomic, and weather-protected access to all equipment

and subsystems for installation, operation, inspection, maintenance, and repair under all site

environmental conditions.

The Bidder shall be fully responsible for identifying, designing, supplying, and integrating all equipment,

components, auxiliaries, controls, and services required for seamless integration of the 0.5 MW / 2 MWh

(4-hour) grid-connected BESS with the 200 kW Solar PV Plant and the 11 kV grid system, forming a

complete, functional, and grid-interactive Solar-BESS hybrid system.

The scope shall include all electrical, mechanical, civil, structural, control, protection, communication,

and auxiliary systems necessary to ensure safe, reliable, and continuous operation of the BESS-Solar

integrated plant throughout the entire project life of 25 years.

All equipment, materials, consumables, software, firmware, spares, tools, and services necessary for

satisfactory performance, monitoring, control, and maintenance of the integrated BESS system for the

entire 5-year Comprehensive Operation & Maintenance (O&M) period shall be deemed to be included

within the EPC scope, whether specifically mentioned or not.

The Bidder’s scope shall also include all required systems and provisions for:

Grid synchronization and interconnection at 11 kV

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System

(BESS) Integrated with Existing Solar PV Plant” Page 14 of

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• Solar PV generation monitoring and hybrid control

• BESS charge-discharge control and scheduling

• Protection coordination with grid and solar plant

• SCADA / EMS integration

• Communication with local grid operator / SLDC if required

• Islanding capability

• Auxiliary power and environmental control systems

• Fire detection and suppression systems

• Safety, access, and maintainability provisions

No additional equipment or services shall be considered extra to the EPC scope if required for achieving

complete Solar-BESS-Grid integrated functionality and performance guarantees.

e) The Solar PV–BESS hybrid system shall be configured to enable optimal utilization of solar

generation for direct grid injection, battery charging, and supply of backup power to designated facility

loads during testing or grid unavailability conditions.

Under normal operating conditions, available solar PV generation shall be exported to the grid while

surplus or scheduled solar power shall be utilized for charging of the BESS through the Energy

Management System (EMS). The EMS shall dynamically control the power flow between Solar PV,

BESS, grid, and facility loads without fixed percentage allocation.

During no-load or non-operational days at GERMI, the BESS shall be capable of charging during

morning hours from the available grid/renewable source. The system shall be designed to discharge

stored energy during evening peak hours and shall be capable of delivering load up to 200 kW AC for

the required duration, subject to available State of Charge (SoC).

The charging and discharging schedule shall be programmable through the Energy Management

System (EMS) and operable as per GERMI’s requirement or utility/grid operator instructions.

In addition to peak-shifting operation, the BESS shall also provide backup power supply capability

to support critical facility/testing loads during grid outage, grid isolation, or scheduled testing hours. The

system shall support seamless transition between grid-connected and islanded modes without

interruption to critical loads.

The hybrid Solar-BESS control system and EMS shall ensure:

• Priority grid evacuation of available solar generation

• Controlled solar/BESS charging management

• Scheduled BESS discharge during peak demand periods

• Backup supply to designated loads during testing or outage

• Automatic transition between grid-connected and island mode

• Prevention of reverse power flow and grid violations

• Compliance with grid interconnection regulations

The Bidder shall provide all required control logic, synchronization schemes, protection systems, static

transfer arrangements (if required), EMS functionality, and metering necessary to enable coordinated

Solar-BESS-Grid-Load operation for peak-shifting and backup applications.

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(BESS) Integrated with Existing Solar PV Plant” Page 15 of

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(BESS) Integrated with Existing Solar PV Plant” Page 16 of

Tender No. GERMI/NTM/ 2025-26/ T03

2.0 Scope Matrix

Sr. Segment Activity Sub – Activity Design / Supply Logistics Physical Electrical

NO / BOM Selection (FOR Site) Installation Installation &

1 DC Battery Energy Battery Under Under Under Under Under Bidder

Block Storage Modules with Bidder Bidder Bidder Bidder Scope

Solution BMS Scope Scope Scope Scope

2 DC Battery Energy Battery Rack Under Under Under Under Under Bidder

Block Storage with BMS Bidder Bidder Bidder Bidder Scope

Solution Scope Scope Scope Scope

3 DC Battery Energy Rack to DCP Under Under Under Under Under Bidder

Block Storage – Power Bidder Bidder Bidder Bidder Scope

Solution Cables Scope Scope Scope Scope

4 DC Battery Energy DC Combiner Under Under Under Under Under Bidder

Block Storage Panel (DCP) Bidder Bidder Bidder Bidder Scope

Solution Scope Scope Scope Scope

5 DC Battery Energy DCP to PCS Under Under Under Under Under Bidder

Block Storage Cables Bidder Bidder Bidder Bidder Scope

Solution Scope Scope Scope Scope

6 DC Battery Energy BESS Under Under Under Under Under Bidder

Block Storage Container Bidder Bidder Bidder Bidder Scope

Solution Scope Scope Scope Scope

7 AC Power Power Under Under Under Under Under Bidder

Block Conditioning Conditioning Bidder Bidder Bidder Bidder Scope

System (PCS) System Scope Scope Scope Scope

8 AC Power PCS to Under Under Under Under Under Bidder

Block Conditioning Transformer Bidder Bidder Bidder Bidder Scope

System (PCS) Cables Scope Scope Scope Scope

9 AC Transformer Transformer Under Under Under Under Under Bidder

Block Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

10 AC Transformer Transformer Under Under Under Under Under Bidder

Block to Switchgear Bidder Bidder Bidder Bidder Scope

Cables Scope Scope Scope Scope

11 AC Evacuation LT Panel Under Under Under Under Under Bidder

Block Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

12 AC Evacuation LT Cables Under Under Under Under Under Bidder

Block Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

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(BESS) Integrated with Existing Solar PV Plant” Page 17 of

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13 AC Evacuation Tariff Under Under Under Under Under Bidder

Block Metering Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

14 AC Auxiliary Auxiliary Under Under Under Under Under Bidder

Block Power System Power Bidder Bidder Bidder Bidder Scope

Supply Scope Scope Scope Scope

15 AC Auxiliary Auxiliary Under Under Under Under Under Bidder

Block Power System Power Bidder Bidder Bidder Bidder Scope

Systems Scope Scope Scope Scope

16 AC Auxiliary HVAC Under Under Under Under Under Bidder

Block Power System System Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

17 AC Auxiliary FSS (Fire Under Under Under Under Under Bidder

Block Power System Suppression Bidder Bidder Bidder Bidder Scope

System) Scope Scope Scope Scope

18 AC Auxiliary Earthing Under Under Under Under Under Bidder

Block Power System Activity Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

19 AC EMS (Energy EMS Panel Under Under Under Under Under Bidder

Block Management (Hardware & Bidder Bidder Bidder Bidder Scope

System) Software) Scope Scope Scope Scope

20 AC EMS (Energy Networking & Under Under Under Under Under Bidder

Block Management Communicati Bidder Bidder Bidder Bidder Scope

System) on Cable Scope Scope Scope Scope

21 AC EMS (Energy Integration Under Under Under Under Under Bidder

Block Management with SCADA Bidder Bidder Bidder Bidder Scope

System) Systems Scope Scope Scope Scope

22 AC EMS (Energy Internet Under Under Under Under Under Bidder

Block Management Connectivity Bidder Bidder Bidder Bidder Scope

System) Scope Scope Scope Scope

23 Civil Project Land Under Under Under Under Under Bidder

Works Development Preparation Bidder Bidder Bidder Bidder Scope

Activities Scope Scope Scope Scope

24 Civil Project Geotech, Under Under Under Under Under Bidder

Works Development Soil Bidder Bidder Bidder Bidder Scope

Activities Resistivity & Scope Scope Scope Scope

25 Civil Construction Containeris Under Under Under Under Under Bidder

Works ed Solution Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System

(BESS) Integrated with Existing Solar PV Plant” Page 18 of

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26 Civil Construction Container Under Under Under Under Under Bidder

Works Foundation Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

27 Civil Construction PCS Under Under Under Under Under Bidder

Works Foundation Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

28 Civil Construction Transformer Under Under Under Under Under Bidder

Works Foundation Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

29 Civil Construction HTP Under Under Under Under Under Bidder

Works Foundation Bidder Bidder Bidder Bidder Scope

Scope Scope Scope Scope

30 Civil Construction Foundations Under Under Under Under Under Bidder

Works for Auxiliary Bidder Bidder Bidder Bidder Scope

Equipment’s Scope Scope Scope Scope

31 Testing Testing & Factory Under Under Under Under Under Bidder

Validation Acceptance Bidder Bidder Bidder Bidder Scope

Test – Scope Scope Scope Scope

32 Testing Testing & Site Under Under Under Under Under Bidder

Validation Acceptance Bidder Bidder Bidder Bidder Scope

Test (SAT) – Scope Scope Scope Scope

33 Testing Testing & Tools, Under Under Under Under Under Bidder

Validation Tackles & Bidder Bidder Bidder Bidder Scope

Testing Scope Scope Scope Scope

34 Testing Testing & Electrical Under Under Under Under Under Bidder

Validation Power & Bidder Bidder Bidder Bidder Scope

Energy for Scope Scope Scope Scope

35 Testing Standard – 5 Battery Under Under Under Under Under Bidder

Years Rack with Bidder Bidder Bidder Bidder Scope

BMS & PCS Scope Scope Scope Scope

36 Testing Standard – 1 Container, Under Under Under Under Under Bidder

Year EMS, Bidder Bidder Bidder Bidder Scope

Transformer Scope Scope Scope Scope

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(BESS) Integrated with Existing Solar PV Plant” Page 19 of

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2.1 Proposed System

• The proposed configuration consists of Container + Battery + Rack + BMS + EMS and PCS

and 11kv Dry Transformer.

• The BESS shall be equipped with a bi-directional Power Conversion System (PCS) to enable

both charging (AC to DC) and discharging (DC to AC) operations.

• The proposed EMS is an intelligent system for Energy Shifting.

3.0 Battery and Battery Management System (BMS) – General Scope of Work

a) The primary application of the Battery Energy Storage System (BESS) for the present project shall

be to deliver 0.5 MW AC power for a minimum duration of 4 hours for grid dispatch during designated

peak demand periods and to support hybrid operation with the 200 kW Solar PV plant.

The BESS shall provide energy time-shifting by storing solar energy during off-peak or solar-availability

periods and supplying the stored energy during peak demand hours. The system shall also mitigate

intermittency of solar power generation (due to cloud cover, irradiation variation, inverter tripping, or

other disturbances) by smoothing and stabilizing the net power output exported to the grid.

In addition to the above applications, the BESS and BMS shall support the following operating features:

• Manual and automatic charge–discharge operation modes

• Grid-support functions including reactive power (VAR) control

• Anti-islanding protection and grid compliance operation

• Frequency and voltage support control modes

• Backup power supply to critical/testing loads during grid outage or isolation

b). The BESS sizing and PCS/BMS control philosophy shall consider dynamic active and reactive power

control capability at the interconnection point to maintain grid stability and power quality.

The BESS shall remain continuously compliant with grid-interconnection requirements at 11 kV and

shall meet the provisions of the Central Electricity Authority Technical Standards for Connectivity

to the Grid Regulations, 2007 and all subsequent amendments. All battery system components,

protection schemes, control systems, and interfaces shall be designed accordingly.

The Battery Management System (BMS) shall ensure safe and reliable operation of the battery system

with protections against over-charge, over-discharge, over-temperature, short circuit, cell imbalance,

thermal runaway, and fire hazards.

The batteries shall have a minimum design service life of ≥ 15 years, and the overall BESS shall be

capable of delivering the specified performance for a project life of 25 years. The system shall be

suitable for repeated charge–discharge cycles required for Solar-BESS hybrid operation, peak-shifting,

and backup applications.

The Contractor shall provide 5 years Comprehensive O&M from commissioning During this period,

any failure or degradation below guaranteed performance shall be rectified by repair or replacement of

batteries, BMS, or associated components at no extra cost, ensuring maintenance of the specified

MW / 2 MWh (4-hour) BESS performance.

i) The BESS operator shall be able to provide the grid power set-point to the EMS controller through the

BESS SCADA HMI. The BESS SCADA shall also have the facility to receive the grid power set-point

from the LDC/Energy Management Centre and transmit the same to the EMS controller for necessary

action. The BESS shall be connected to the grid through an 11 kV incoming feeder, and all control,

monitoring, and protection functions in Manual Mode shall be compatible with the 11 kV interconnection.

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(BESS) Integrated with Existing Solar PV Plant” Page 20 of

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ii) The BESS shall ensure that the combined Solar PV and BESS output to the grid (injected grid

power at the 11 kV interconnection point) follows the Reference Target Power and remains within a

band of ±5 % of the Reference Target Power at any time instant, ensuring smooth power injection into

The Reference Target Power in this mode shall be the manual grid power set-point entered through

SCADA HMI or the set-point signal received from LDC/Energy Management Centre.

iii) The BESS operator shall be able to ramp up or ramp down the BESS power (up to the maximum

BESS MW rating) by providing a BESS power set-point to the EMS controller through the BESS

SCADA HMI. Once this mode is initiated, the BESS shall remain at the designated output (charge or

discharge) power level until terminated through manual intervention from BESS SCADA or until the

battery charging/discharging limits are reached.

iv) However, as per grid operator requirements or under special/emergency grid conditions, the BESS

shall also operate in Manual Mode for smoothing of Solar PV plant output intermittency at the 11 kV

grid interface. The detailed control logic for such operation shall be finalized during the detailed

engineering stage.

v) The Bidder shall consider all types of solar intermittency, including seasonal variations, at an

appropriate time scale in the BESS sizing and control design to ensure compliance with grid injection

requirements at the 11 kV point of interconnection.

2. VAR Support Mode

i . VAR Support Mode (BESS Only)

i) The BESS shall independently provide dynamic reactive power (VAR) support to the grid for voltage

regulation at the 11 kV point of interconnection, irrespective of Solar PV plant operation. The BESS

operator shall be able to provide reactive power (kVAR) or power factor (PF) set-point to the EMS/PCS

through the BESS SCADA HMI (manual mode). The BESS SCADA shall also have the facility to receive

reactive power or PF set-points from the LDC/Energy Management Centre and transmit the same to

the EMS/PCS for necessary action.

The BESS shall be capable of supplying or absorbing reactive power even at zero active power

(STATCOM mode). The available reactive power output shall be limited only by the apparent power

(kVA) capability of the PCS after meeting real power dispatch requirements.

ii) Reactive power compensation and voltage regulation capability of the BESS shall comply with

applicable grid codes, regulations, and guidelines issued by statutory authorities such as SLDC, RLDC,

CEA, CERC, and the respective State Electricity Regulatory Commission. The BESS PCS, transformer,

and associated equipment shall be sized to meet the required reactive power support at the 11 kV

interconnection point independently of the existing 200 kW Solar PV plant.

4. Anti-Islanding Mode

i) The BESS shall be provided with anti-islanding protection compliant with IEC 62116 or equivalent

international standard. The PCS/inverter of the BESS shall detect grid failure or loss of mains condition

at the 11 kV interconnection point and shall automatically cease energizing the grid within the stipulated

time limits specified in applicable standards and grid codes. The anti-islanding function shall be

coordinated with the existing Solar PV plant protection scheme to ensure safe disconnection from the

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(BESS) Integrated with Existing Solar PV Plant” Page 21 of

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5. Island (Microgrid) Mode

i) The BESS shall have black-start capability and shall be able to operate in grid-forming (islanded)

mode to establish and sustain a stable micro-grid with the existing Solar PV plant and local plant loads

connected at the 11 kV plant bus downstream of the 132/11 kV grid interconnection transformer. Upon

loss of utility grid supply, the BESS shall automatically energize and regulate the 11 kV bus voltage and

frequency within permissible limits and shall charge or discharge the battery based on micro-grid power

balance requirements.

The BESS EMS/PCS shall also be capable of coordinating operation of the Solar PV plant in island

mode by providing active and reactive power or power-factor set-points to Solar PV inverters. The BESS

control system shall be capable of issuing permissive/control commands for closing or tripping of the

11 kV incomer/interconnection circuit breaker for load management, island formation, and grid

resynchronization.

The BESS shall include all required grid-forming inverter capability, synchronization logic, micro-grid

protection, control hardware, and safety interlocks necessary for stable and secure islanded operation

of the 11 kV plant electrical system.

6. Frequency Regulation Mode

i) The BESS shall be capable of providing primary frequency support to the grid by automatically

supplying or absorbing active power in response to deviations of grid frequency from nominal value (50

Hz). The active power response shall follow a configurable power–frequency droop characteristic

outside a predefined frequency dead band. When grid frequency falls below the lower threshold, the

BESS shall discharge power to the grid; when grid frequency rises above the upper threshold, the BESS

shall absorb power from the grid.

This function shall be activated automatically upon detection of abnormal grid frequency while the BESS

is operating in any other mode. Upon restoration of grid frequency within the normal operating range,

the BESS shall smoothly revert to the operating mode that was active prior to frequency regulation

intervention. Within the defined dead band range, the BESS shall not be required to participate in

frequency regulation.

ii) The actual frequency dead band and droop parameters shall be finalized during detailed engineering

in compliance with applicable regulations and guidelines issued by CEA, CERC, and the respective

State Load Dispatch Centre. This frequency regulation mode shall be provided as a configurable feature

but shall remain disabled after commissioning for the time being. The Bidder is not required to consider

additional battery energy capacity or augmentation specifically for frequency regulation functionality.

CODES AND STANDARDS

The BESS shall conform to the all-applicable IEC/UL standard. Where an applicable IEC/UL standard

is not available, IS/ any applicable international standard shall be referred to as best practice. The BESS

shall meet all the CEA/CEIG and local statutory requirements for interconnection with grid at the

required Voltage level. As a minimum requirement, the following standards as applicable shall be

UN 38.3 Contractors may seek the necessary information from Battery

OEMs are UN guidelines for Li Ion Battery

transportation.

UL1973 Energy storage for stationary applications such as for PV. Non-

chemistry specific (applicable to all secondary battery types)

IEC 61508 Functional Safety o f Electrical/ Electronic/ Programmable

Electronic Safety-related Systems: Applicable for all Battery

Energy Storage Systems

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UL 1642 Standard of Lithium Batteries (Safety of Lithium-Ion Batteries)

IEC 62619/ IEC Safety requirements for large scale industrial applications.

UL9540/UL9540 Safety of energy storage systems and equipment.

Grid Connectivity Relevant C E A R e g u l a t i o n s /CERC/any o t h e r statutory

(including LVRT/HVRT compliance) and Grid Code as amended

and revised from time to time.

Battery management and Handling rules, 2001 Ministry of Environment, Forests and

Climate Change.

E-waste (management) rules-2016 Ministry of Environment, Forest and Climate

1.2.3 Battery Energy Storage System (BESS)

i) The Battery Energy Storage System shall consist of Lithium-ion battery chemistry or any suitable /

superior / latest proven battery technology meeting the specified application requirement of the

MW / 200 kW Solar PV-integrated BESS.

The batteries shall be electrically interconnected in appropriate series and parallel configuration to

achieve the required system energy capacity and power rating.

The DC voltage level of the battery system shall be selected by the Bidder to ensure compatibility with

the PCS and safe, efficient operation of the overall BESS.

a) Cell / Module Construction

Battery cells may be supplied as individual units or assembled into modules.

The design, materials, and construction method of cells/modules shall comply with applicable

international/national standards and safety codes.

b) Identification and Traceability

• Cell/module terminals and interconnections shall have adequate current-carrying capacity.

Each cell/module shall be permanently labelled with:

• Manufacturer’s name

• Cell/module type and model

• Nameplate ratings

• Date of manufacture

• All markings shall be clearly legible and durable.

• All cells/modules shall be traceable to manufacturing origin for safety and quality tracking.

Terminal polarity shall be permanently embossed or marked on the cell/module housing.

c) Battery String Protection and Isolation

Each electrically series-connected battery string shall be provided with:

• String isolation / disconnect device

• Over-current protection

The protection scheme shall be coordinated with PCS characteristics and battery protection limits,

considering switching transients and DC system L/R ratio.

Disconnect devices shall be capable of:

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(BESS) Integrated with Existing Solar PV Plant” Page 23 of

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• Interrupting normal load current

• Providing visible physical isolation

• Safe operation under fault conditions

d) Grounding and Ground-Fault Detection

The battery system may be ungrounded or grounded (centre-grounded or pole-grounded; solid or

high-resistance grounded).

In all configurations, the BESS shall include:

• Ground-leakage detection system

• Alarm indication for excessive leakage current

Ground-fault detection shall be provided:

• For each container, or

• For each battery string where multiple strings exist in a container

Trip / alarm threshold shall be field-adjustable.

All required and recommended accessories for safe battery operation shall be included.

e) Insulation and Current Margin

Cells/modules, wiring, switchgear, busbars, and all DC components shall be insulated for:

• Maximum expected DC voltage

• Plus, suitable safety margin

DC busbars and cables shall be sized with adequate margin above maximum operating current.

All components shall comply with applicable electrical standards for insulation and current rating.

f) Battery Enclosure / Container

Battery containers or enclosures shall have minimum IP54 protection class along with suitable

roof/shed structure for outdoor installation.

g) Thermal Management and Personnel Safety

Battery enclosure/container shall be provided with:

• Adequate ventilation or HVAC-based thermal management

• Temperature control suitable for battery chemistry

• Personnel safety provisions

• Liquid cooling

Design shall minimize risk from exposure to hazardous battery materials or gases.

Automatic fire-suppression system shall be provided in accordance with applicable standards (e.g.,

NFPA or equivalent).

h) Fire Detection and Protection

The BESS shall be equipped with advanced fire detection and protection system including:

• Very Early Smoke Detection Alarm (VESDA) or equivalent

• Smoke / heat detection sensors

• Automatic fire-suppression system

The fire protection design shall be as per:

• Applicable standards, and/or

• Battery OEM recommendations

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1.2.4 Battery Management System (BMS)

a) The Battery Management System (BMS) shall be designed for fully automatic and unattended

operation of the Battery Energy Storage System (BESS).

The BMS shall provide continuous monitoring, protection, and control of battery cells/modules/strings

to prevent operation under unsafe or out-of-tolerance electrical, thermal, or environmental

b) The BMS shall automatically manage and control battery charging and discharging at

cell/module/string level, including cell balancing functions to optimize usable energy capacity,

performance, and battery life.

The BMS shall continuously monitor battery health parameters and provide safeguards to prevent

damage or hazardous conditions.

c) The Bidder shall supply the BMS strictly as per battery OEM design and recommendations and

suitable for the specified 0.5 MW / 200 kW Solar-PV-integrated BESS application.

The BMS shall include, at minimum, the following functional features:

1) Cell / Module Protection

The BMS shall provide comprehensive protection against abnormal operating conditions including,

but not limited to:

• Short circuit

• Over-temperature

• Ground fault / insulation fault (if applicable)

The protection scheme shall cover cells, modules, and strings to ensure safe operation under all

operating scenarios.

2) Charge / Discharge Control

The BMS shall automatically control charge and discharge of individual cells/modules/strings within

permissible limits defined by the battery OEM to ensure safe and optimal operation.

3) State of Charge (SOC) Determination

The BMS shall continuously estimate and update State of Charge (SOC) of each cell/module/string

and provide this information to the EMS/SCADA system.

4) State of Health (SOH) Determination

The BMS shall calculate and report State of Health (SOH) of cells/modules/strings based on aging,

capacity fade, internal resistance, and operating history.

5) Cell Balancing

The BMS shall provide automatic active or passive cell balancing between cells/modules to:

• Maintain voltage uniformity

• Maximize usable capacity

• Improve efficiency and lifecycle

• Prevent over-stress of individual cells

6) Data Logging / History (Logbook Function)

The BMS shall record and store battery operational parameters including:

• Voltage, current, temperature

• Charge-discharge cycles

• Events and alarms

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Historical data shall be time-stamped and communicated to the BESS SCADA/EMS system. Must

record up to 90 days backup.

7) Alarm and Fault Management

The BMS shall generate alarms and fault signals for abnormal conditions and communicate them

Alarm hierarchy shall include at minimum:

• Trip / Shutdown

8) Emergency Isolation

The BMS shall automatically isolate the affected battery string/module in case of critical fault or

emergency condition to prevent propagation of failure and ensure system safety.

1.2.5 Energy Management System (EMS)

• The Energy Management System (EMS) shall be a centralized computerized control and monitoring

system for real-time supervision, operation, protection coordination, and performance optimization

of the Battery Energy Storage System (BESS) integrated with the existing 200 kW Solar PV plant.

• The SCADA system shall form an integral part of the EMS.

The EMS shall acquire real-time data from all BESS and associated solar-plant equipment and

execute in-built control logic to monitor, control, and optimize BESS operation in accordance with

specified operating modes and grid/plant requirements.

• The Contractor shall provide a complete EMS-SCADA system including all industrial-grade

hardware, software, panels, networking, HMI, gateways, power supplies, and interconnecting cables

required for safe, reliable, and efficient operation of the BESS and its integration with the existing

solar PV plant, whether explicitly specified.

a) EMS Data Acquisition & Control Scope

The EMS shall acquire real-time data, status, and alarms from, and provide supervisory control to, the

following equipment (including but not limited to):

i. All LV switchgear panels and incomers associated with BESS and existing 200 kW Solar PV plant

ii. UPS and battery charger systems

iii. Energy meters / multifunction meters / power transducers

iv. Numerical protection relays

v. Power Conditioning Systems (PCS) of BESS and Solar PV inverters

vi. Fire detection and protection system

viii. Battery Management System (BMS)

ix. BESS step-up / isolation transformer

x. Any other auxiliary or balance-of-plant equipment under BESS scope

b) EMS Functional Requirements

I. Real-time acquisition and display of data, status, alarms and trends.

II. Display BESS system data suitable for operation and fault-finding including diagnostics and self-

check functions.

III. Operate the BESS as per application requirement

IV. Display of status of major equipment in Single Line

V. Logic functions for control, protection and annunciation of the equipment and systems.

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VI. Allow local control of the BESS, such as providing charge and discharge set points and setting of

VII. Allow selection of BESS operation mode.

VIII. Control of switchgears and PCS.

IX. Display and storage of measured values.

X. Historical storage of important data.

XI. Display and storage of derived/calculated/integrated values.

XII. Display and Storage of Alarm, Event and Trends

XIII. Generate, store and retrieve user configurable Sequence of Event (SOE)

XIV. Generate, store and retrieve user configurable periodic Reports. It shall have facility to generate

report in MS Excel format.

XV. Generation control and scheduling of Generation as per CEA regulation.

XVI. Remote monitoring of essential parameters on the web authorised with user id and password using

standard modem (Internet connection for transferring data to web shall be taken by Contractor for O

XVII. Communication with Solar PV SCADA under this project. All necessary software and hardware (both

end) including laying of Communication/Fiber optic cable as required for communication solar

SCADA shall be provided by the contractor.

XVIII. It shall support following standard protocols (included but not limited to) to communicate with different

sub system/Devices.

XIX. Modbus (TCP/IP, RTU, ASCII)

XX. Security of Data from authorized access using Hardware Firewall and software access

privileges/rights.

XXI. Auto logging of all O & M evaluation parameters like availability, daily capacity used etc. in report

XXII. Automatic generation of performance evaluation reports for all BESS functions such as peak-saving,

smoothing, and time-shift operation.

c) EMS/SCADA System Hardware & Reliability Requirements

• The EMS control system shall ensure safe plant operation under all disturbances and component

failures without risk to personnel or equipment.

• Control design shall prevent abnormal plant operation due to loss of EMS power, controller failure,

• Upon control system failure, controlled equipment shall remain in last safe state or move to

predefined fail-safe position as finalized during detailed engineering.

• Bidder must provide Minimum i9 processor with 32”inch monitor with 55” inch Monitor Display

d) Redundancy & Processor Requirements

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• The EMS-SCADA shall employ dual redundant processors (main + hot standby).

On failure of the active processor, automatic bumpless transfer to standby shall occur with alarm

• If both processors fail, the system shall revert to fail-safe mode. Either processor shall be

configurable as master. Standby processor shall maintain real-time synchronization.

• EMS memory shall be adequate for full plant operation with minimum 10 % future expansion.

Programs shall reside in non-volatile memory. Dynamic memory shall have battery backup ≥

e) Control Hierarchy & Manual Override

• Manual intervention shall be possible at all stages of operation.

Protection commands shall have highest priority, followed by manual commands, followed by

automatic commands.

• EMS shall include forcing/simulation facility for I/O states, timers, and logic to support testing and

fault diagnosis. Signal flow visualization shall be available during program execution.

2. Pre-Dispatch Inspection (PDI):A Pre-Dispatch Inspection (PDI) shall be carried out by the

Purchaser and/or its authorized representatives at the Bidder’s manufacturing facility or warehouse

prior to shipment.

• The entire cost associated with the PDI, including inspection charges, testing equipment,

manpower support, travel, boarding/lodging, and logistics for Purchaser's inspection team, shall

be borne by the Bidder.

The Bidder shall:

• Provide at least 15 days' advance notice in writing for scheduling the PDI.

• Ensure that the material is ready in complete form for inspection.

• Arrange and facilitate any tests or demonstrations as per the technical specifications.

Final Acceptance:

• Final acceptance shall be subject to:

• Successful completion of PDI, and

• Successful installation, commissioning, and performance at the Purchaser’s site.

• If the material fails inspection or does not meet the tender specifications, it shall be

rejected and replaced by Bidder at no additional cost, including re-inspection and

3. Software & Automation – Control System (EMS/SCADA)

The Energy Management System (EMS) and SCADA-based automation system shall provide

centralized monitoring, supervisory control, protection coordination, and optimized operation of the

containerized BESS integrated with the Solar PV plant and connected to the 11 kV grid network.

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The EMS/SCADA system shall acquire real-time data, status, alarms, and control interfaces from all

major electrical and auxiliary equipment including but not limited to:

• 11 kV switchgear, protection relays, and grid interconnection panels

• Solar PV plant SCADA and inverter systems

• BESS Power Conditioning System (PCS) and battery system (BMS)

• Transformers (LV/MV) and auxiliary power systems

• UPS, battery charger, and AC/DC distribution panels

• Energy meters, MFM, and transducers

• Fire detection and suppression system

• HVAC and container auxiliary systems

• Any other equipment required for safe and reliable BESS–Solar PV operation

Functional Requirements

• Display of BESS and Solar PV plant data for operation, diagnostics, and fault analysis

• Operation of BESS according to defined operating modes and application logic

• Single-line diagram display with live status of major equipment including 11 kV grid

interconnection

• Control logic for BESS charge/discharge, protection coordination, and annunciation

• Local supervisory control including charge/discharge set-points and ramp rates

• Selection and control of BESS operating modes

• Supervisory control of PCS and associated switchgear including 11 kV breakers

• Display and storage of measured parameters

• Historical data storage and retrieval

• Calculation and storage of derived and integrated parameters

• Alarm, event, and trend logging and display

• User-configurable Sequence of Events (SOE) recording and reporting

• Periodic and on-demand reporting with export to MS-Excel format & Pdf format.

• Generation scheduling and coordination with Solar PV plant operation as per applicable

CEA/grid guidelines

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• Remote monitoring via secure web interface with user authentication

• Communication and data exchange with Solar PV SCADA system including required

hardware/software and communication cabling under contractor scope

Control System Architecture

• The SCADA/EMS system shall be of redundant architecture with main and hot-standby

• Automatic bump less transfer between processors without disturbance to plant operation

• Fail-safe operation in case of processor or control system failure

• Field-expandable memory with minimum 10 % spare capacity

• Non-volatile storage of application programs and operating sequences

• Battery-backed dynamic memory with minimum 360-hour retention

• Manual, auto, and protection command hierarchy with protection priority

• Forcing facility for testing, diagnostics, and commissioning

• Secure access control with user authentication and firewall protection

4. Test Certificates Required During PDI

(For 0.5 MW / 2 MWh (4-hour + 200 kW Solar PV Integration – 11 kV System)

The Contractor/OEM shall submit the following test certificates, reports, and compliance documents

during Pre-Dispatch Inspection (PDI) for approval prior to shipment.

A. Battery Energy Storage System (Battery)

• Battery cell OEM test certificate

• Battery module test certificate

• Battery rack/string test report

• Capacity test report (Ah/kWh)

• Charge–discharge cycle test report

• Internal resistance test report

• Insulation resistance test report

• High voltage withstands test report

• Thermal runaway / safety test declaration

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B. Battery Management System (BMS)

• BMS functional test report

• Cell balancing verification report

• Protection & trip logic test report

• SOC/SOH estimation verification report

• Communication test with PCS/EMS

• Alarm & fault generation test report

C. Power Conditioning System (PCS / Inverter)

• PCS routine test certificate

• FAT report of PCS

• Efficiency test report

• Harmonic (THD) test report

• Protection function test report

• Grid synchronization test report

• LVRT/HVRT compliance declaration

D. BESS Container & Auxiliaries

• Container fabrication and dimensional inspection report

• Degree of protection (IP) certificate

• HVAC system test certificate

• Fire detection & suppression system test certificate

• Illumination & emergency lighting test

• Earthing continuity test

• Internal cabling continuity & IR test

E. EMS / SCADA / Control System

• EMS/SCADA FAT report

• Redundancy & failover test

• Communication protocol test (Modbus/IEC 61850/104)

• HMI & graphics verification

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• Alarm/Event/SOE test

• Integration test with BMS & PCS

• Data logging & reporting test

F. Transformer (if supplied with BESS)

• Routine test certificate as per Relevant IS code

• Ratio & vector group test

• Winding resistance test

• IR & HV withstand test

• Dry type Transformer (11kv)

G. LT / MV Switchgear (BESS Panels)

• Routine test certificate

• Busbar IR & HV test

• Protection relay test report

• Functional interlock test

• Circuit breaker mechanical & electrical operation test

H. System Integration Tests (at OEM Works)

• Complete BESS charge–discharge functional test

• EMS–BMS–PCS integrated operation test

• Protection coordination test

• Emergency shutdown (E-Stop) test

• Black start / startup sequence test

• Communication with external SCADA simulation

• 8-hour / 24-hour continuous operation test

I. General Compliance & Documentation

• Approved GA drawings

• Electrical schematics

• Bill of materials

• Nameplate details

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• Type test certificates

• Calibration certificates of test instruments

• OEM quality certificates (ISO 9001, ISO 14001, ISO 45001)

5. Calibration Records & Certificates

The Contractor/OEM shall submit valid calibration records and certificates for all measuring

instruments, sensors, protection devices, and test equipment associated with the BESS, Solar PV

integration, and control systems during Pre-Dispatch Inspection (PDI).

Scope of Calibration Certificates

Calibration certificates shall be provided for, but not limited to, the following instruments and

• Voltage sensors and transducers

• Current transformers (CTs) and shunts

• Voltage transformers (VTs/PTs)

• Energy meters / Multifunction meters

• Power analysers

• Temperature sensors (cell, module, ambient, HVAC)

• Pressure sensors (fire suppression / HVAC systems)

• Flow sensors (cooling systems, if applicable)

• Battery monitoring sensors (voltage, temperature, current)

• Protection relays

• PCS internal measurement circuits

• BMS measurement channels

• EMS/SCADA data acquisition modules

• Environmental monitoring sensors inside container.

6. System Warranty (Except Battery)

• The complete BESS system (excluding battery cells/modules) shall be covered under

comprehensive warranty for 60 months from the date of commissioning.

• Warranty shall be provided by the OEM/authorized system integrator/company.

The system warranty shall cover:

• Battery racks, enclosures and interconnections

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• Battery Management System (BMS)

• Power Conversion System (PCS/Inverter)

• EMS & SCADA hardware/software

• Container, HVAC and fire protection system

• Transformers and switchgear

• Cables, communication and networking equipment

• Sensors, meters and protection relays

• Solar PV integration interface

All defects during warranty shall be rectified free of cost including parts, labour and transportation.

Battery Warranty:

The battery system shall be warranted for a minimum period of ≥ 15 years from commissioning. The bidder

shall guarantee that the usable battery energy capacity shall not fall below 80 % of the rated usable energy

0.5 MW / 2 MWh (4-hour) at the end of the warranty period under specified operating conditions. The bidder

shall also specify the guaranteed cycle life and degradation curve of the battery system.

7. Compliance and Safety

• Use of skilled manpower only; no child labour permitted.

• Workers must be covered by valid insurance (accidental and health) for the entire site duration.

• PPE and EHS compliance to be strictly followed at all times.

The Bidder shall be solely responsible for ensuring:

• Adherence to statutory safety guidelines (as per relevant labour, environmental, and industrial

• Proper housekeeping, waste disposal, and spill/leak prevention.

• Conducting toolbox talks and daily safety briefings, if site work is extended.

• Immediate reporting and mitigation of any safety incidents or near-misses.

7. 1 Workman Compliance:

"The contractor shall ensure compliance with all applicable labour laws, including wages, ESI, PF,

safety, and welfare provisions for all deployed workmen, holding full responsibility for statutory and

legal obligations."

Any non-compliance with EHS or PPE requirements may lead to stoppage of work, penalties, or

termination of the contract at the discretion of the Purchaser.

8. . Documentation and Reporting

• Service Visit Reports shall be signed by Buyer’s representative.

• A centralized logbook or digital tracker shall be maintained for all service records.

• All Service visits shall be updated on the GeM portal (where applicable).

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8.1 Personnel and Safety

• Only qualified and OEM-trained personnel shall perform Installation & Service activities.

All safety and PPE norms (as stated under Section 3.8) shall be followed during visits.

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The Technical specifications of the supply item Design, Supply, Installation, Testing and

Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated

with Existing Solar PV Plant”.shall be as follows

S. Parameter / Component Specification / Value Comply/ Not Remark if not

No Comply comply

1 Rated Discharge AC Useful 0.5 MW for 4 hours for 1st year.

Capacity at PCC

2 BESS Round Trip AC/AC Min. 85 % at PCC at LV (415 V)

Efficiency at PCC level

3 Depth of Discharge (DOD) Min. 90 % at 25 °C as per BESS

4 Rated Number of Cycles ≥ 6000 cycles at specified DOD and

operating conditions

5 Battery Efficiency (DC-DC Min. ≥ 94 % as per BESS system

round trip) OEM

6 Guaranteed Minimum Service ≥ 15 years

Life for Battery Modules

7 Charging Rate Support 0.5 MW charge rate for full

recharge ≤ 4 hours from PCS at

8 Power Factor (Measured at Four-quadrant capability; operating

PCC) PF 0.95 lagging to 0.95 leading

9 Response Time ≤ 20 ms (max 0.05 second)

10 Positive / Negative Ramp Controlled ramp rates for smooth

Rate power injection/absorption at PCC

11 BESS Design Temperature 0 °C to 50 °C ambient outdoor

12 Auxiliary Power Consumption ≤ 2% at rated operation

13 System Availability ≥ 98 %

14 State of Charge (SoC) 10–100 %

Operating Range

15 Communication Protocols IEC 61850, Modbus, DNP3 for

SCADA/grid integration

16 Island / Black Start Capability Optional grid-off operation

17 Overload Capacity 10–20% overrated power for short

duration (e.g., 30 sec)

18 Harmonics / Power Quality THD < 5% at PCC, as per IEEE

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19 BMS Features Cell-level monitoring, SOC/SOH

estimation, thermal management,

fault diagnostics

21 Cooling / Thermal Active cooling to maintain

Management performance within 0–50 °C

22 Seismic / Structural Rating Rated for local seismic zone, wind,

23 Container / Enclosure Type Outdoor, prefabricated modular

container (ISO 20’/40’)

24 Container Ingress Protection Min. IP54 (IEC 60529)

25 Container Thermal Liquid Cooling

26 Container Fire Protection Fire-rated panels, fire detection,

27 Container Insulation & Noise Thermal insulation, acoustic noise <

28 Battery Type / Nominal Lithium-ion (LiFePO₄), as per OEM,

Voltage 600–800 V DC nominal

29 Battery Maintenance Tool-less access for modules;

replaceable modules

30 Battery Safety Overcharge/overdischarge

protection, short circuit, thermal

runaway mitigation

31 Power Conversion System Bidirectional inverter for AC-DC /

(PCS) Type DC-AC conversion

32 PCS Rated Power 0.5 MW (matching BESS)

33 PCS Efficiency ≥ 97 % at rated load

34 PCS Power Factor 0.95 lag to 0.95 lead

35 PCS Harmonics THD < 5 % at PCC

36 PCS Protection Overvoltage, overcurrent, anti-

islanding, surge protection

37 LV / MV Panels LV: IEC 61439, MCCBs, isolators,

protection relays; MV: IEC 62271 (if

38 Lightning & Earthing IEC 62305, NFPA guidelines

39 Auxiliary Systems / UPS ≤ 10 kW; UPS for critical control

40 Monitoring / SCADA Remote monitoring; IEC 61850 /

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41 Battery Fire Detection & EN 50604, NFPA 855 advanced

Suppression detection

42 Overvoltage / Surge IEC 61643, IEEE C62.41

43 Transport / Handling UN 38.3, IEC

44 Redundancy / Fault Tolerance Continue operation with PCS module

or battery string failure

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Unit Price Total Price (Unit Total Unit price

including Freight Price + Freight (A1)Unit (B1)Freight including P&F,

Description of P&F charges (B) charges (C) Priced Charges freight, etc.

S.N. UOM Exc.GST

Machine charges, but (Exc.GST) (Including (Including including GST(A1

Exc GST, Rs (A+B=C) GST) GST) +B1=C) Amount

Design, Supply,

Installation, Testing and

Commissioning of

Turnkey Containerized

1 Battery Energy Storage

System (BESS) Integrated

with Existing Solar PV

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated with Existing Solar PV Plant”

Tender No. GERMI/NTM/ 2025-26/ T03

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated with

Existing Solar PV Plant”

01. The Technical Specification of each supply line item is mentioned in Section-III attached hereto.

02. The quantities mentioned in the above table are estimated quantities, the payment shall be made on the basis of actual supply done and as certified

by GERMI Representative.

03. The rates quoted above shall be inclusive of applicable taxes, duties, levies, cess, except Good & Service Tax which will be paid extra as quoted

due to Bidder quoting incorrect GST % / Amount, this cost will have to be borne by the bidder.

04. The rates quoted above shall be inclusive of all associated cost of supplies and services. GERMI shall not pay any other charges / amount under

any other head other than mentioned above.

“Design, Supply, Installation, Testing and Commissioning of Turnkey Containerized Battery Energy Storage System (BESS) Integrated with Existing Solar PV Plant”

Tender No. GERMI/NTM/ 2025-26/ T03

(i) Gujarat Energy Research and Management Institute (hereinafter referred to as “GERMI”) is a

center of excellence in the energy sector, promoted by Gujarat State Petroleum Corporation

Limited (GSPC) a Government of Gujarat Undertaking, which expression shall include all its legal

successors, executors and assignees”) on one part,

(ii) ABC Limited, a Company incorporated under the laws of _____ and having its Registered office

at____________________________________________(hereinafter referred to as “Contractor

which expression shall include all its legal successors, executors and assignees) of the other part.

WHEREAS, GERMI desires to avail services of Supplier/Contractor for “_________________________”

for its research & development as set forth hereinafter; and

AND WHEREAS GERMI had invited offers from various bidders vide Tender no.: __________________

AND WHEREAS the Contractor had submitted their Offer vide no. ___________ dated

___________against above referred Tender Documents.

WHEREAS, Contractor is engaged in the same business; and Contractor represents that it has adequate

resources, equipment that can perform the work as per the scope of work of this tender satisfactorily and

have fully trained personnel capable of efficiently executing the work/supply and is ready, willing and able

to carry out the work / supply as defined elsewhere in the Contract. The Contractor has familiarized itself

with the working environment and local site conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter provided, the

Parties hereby agree as follows:

1. The Contractor agrees to carry out the work / supply at GERMI, Gandhinagar, Gujarat, India (fit for

purpose as per the scope of work / supply defined elsewhere in the Contract) in accordance with the

terms and conditions of this Contract and, in consideration of its due performance and completion of

the said work/supply, the Company agrees to pay the Contractor according to the rates, terms and

conditions herein contained.

2. The Contractor shall, subject to the terms and conditions of this Contract, carry out the activities so

as to achieve Completion of the whole purpose of work / supply in accordance with the terms and

conditions of the Contract to fulfill the requirement of GERMI.

3. The Tender Documents including the Invitation to Bidders, Instructions to Bidders, General

Time Schedule for completion of Services, Letter of Acceptance of Tender, along with its enclosures,

annexures, and appendixes, copies of which are hereto annexed form part of this Contract though

separately set out herein and are included in the expression “Contract” wherever herein used.

4. The Contract shall be deemed to be effective from LOA/Contract date and the same rates, terms

and conditions will remain effective till the completion of work/supply/Contract Period.

5. The Contractor shall, subject to the terms and conditions of this Contract, perform the Work / Supplies

so as to achieve Completion of work in accordance with the terms and conditions of the Contract.

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In WITNESS WHEREOF, the Parties hereunder have caused this Contract to be executed in duplicate,

originals in their respective Corporate names by their respective officers thereunto duly authorized as of

the date and year stated above.

Executed for and on behalf of Executed for and on behalf of

Gujarat Energy Research & Management Institute ABC Ltd.

Witness: Witness

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GENERAL TERMS AND CONDITIONS OF PURCHASE ORDER:

NOW, T H E R E F O R E , in c o n s i d e r a t i o n of t h e mutual covenants and agreements hereinafter provided, the

parties hereby agree as follows:

1.0 DEFINITIONS

Following definitions shall be applicable for the entire CONTRACT.

Shall mean in relation to a Party, any Person that, directly or

indirectly, through one or more intermediaries, controls or is

controlled by that Party, or is under common control along with that

Party. It is being understood that the term “control” used herein means

ownership by one Person of more than fifty percent (50%) of the

voting securities of the other company, or such a Person having the

power to direct, administer and dictate the policies of the other

company or where such Person has the ability or entitlement to

appoint a majority of the Board of Directors of the other Person even

where the voting securities held by such a Person exercising such

effective control in that other company is less than fifty percent (50%)

and the term “controlled” shall be construed accordingly.

Shall mean the addition to, the deduction from quantity, scope

AMENDMENT of work, CONTRACT/ Rate validity, or any other way of varying the

Shall comprise a Party’s books and records in relation to the matters

pertaining to this CONTRACT including, without limitation, its

BOOKS AND RECORDS corporate books, bank statements, books of account and supporting

documentation (including, without limitation, invoices), whether in

paper or other form

Shall mean Gujarat Energy Research and Management Institute

(GERMI) having its registered office at 1 s t Floor Energy Building,

PDEU Campus, Raisan Village, Gandhinagar, Gujarat, India –

382426 shall include its successors and assigns.

Shall mean the BUYER and its AFFILIATES, co-venturers, co-

BUYER GROUP licensees and their Suppliers, other than the SELLER and agents and

its or their employees, directors and/or officers.

Shall mean the person appointed from time to time by the BUYER and

REPRESENTATIVE OR

notified in writing to the SELLER to act as the BUYER

CONTRACT OWNER OR

REPRESENTATIVE/ CONTRACT OWNER for the purpose of this

ENGINEER-IN-CHARGE

CONTRACT or, in absence of such notification, the BUYER.

Shall mean liens, claims, judgments, penalties, awards, remedies,

debts, liabilities, damages, demands, costs, losses, expenses or

CLAIMS causes of action, of whatever nature, including without limitation,

those made or enjoyed by dependents, heirs, claimants, executors,

administrators, successors, survivors or assigns.

Shall mean these GENERAL TERMS of CONTRACT, together with

the SPECIAL TERMS of CONTRACT, Letter of Award (LoA) /

CONTRACT Purchase Order (PO)/ Rate Contract/ Call out Order, including

AMENDMENT(s) and all exhibits/ appendices attached hereto and/or

incorporated by reference, as originally executed or, as may from

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time to time, be supplemented or amended in accordance with the

applicable provisions hereof.

Shall mean the period during which the CONTRACT shall be valid

CONTRACT PERIOD

and in force, as defined in the CONTRACT

Shall mean the price payable to the SELLER under the CONTRACT

for the full and proper performance of his contractual obligations and

CONTRACT VALUE shall be based on the actual GOODS supplied and certified by

BUYER and/or Third-Party Inspection Agency (TPIA).

Shall mean the point/ location for delivery of GOODS as designated

Shall mean date(s) of delivery of the GOODS, as specified in the

DELIVERY SCHEDULE CONTRACT, or as intimated by the BUYER REPRESENTATIVE,

from time to time.

Shall mean any disagreement, controversy, or claim of any kind or

type, whether based on contract, tort, statute, regulation, or

otherwise, arising out of, relating to, or connected with this

DISPUTE CONTRACT, or the operations carried out under this CONTRACT,

including any dispute concerning the existence, validity,

interpretation, implementation, performance, breach, or termination

of this CONTRACT or any provision hereof.

Shall mean act of God, flood, drought, earthquake, cyclone or other

disaster, epidemic, plague, fire, act of war or like event which are

unpredictable and outside the reasonable control of the affected

PARTY, and which could not have been prevented by Good Industry

Practice or by the exercise of reasonable skill and care and which, or

any consequences of which, have a material and adverse effect upon

the performance by the affected PARTY of its obligations under this

GTC Shall mean the General Terms of the CONTRACT.

Shall mean the GOODS/MATERIALS specified in this CONTRACT

to be supplied by the SELLER pursuant to and in accordance with the

GOODS performance parameters and terms of this CONTRACT and complete

in all respects to comply with the specifications and requirements

stipulated in this CONTRACT.

Shall mean the tax chargeable under the relevant GST Act on the

supply of GOODS or SERVICES or both in India and the import of

GOODS or SERVICES or both into India, as applicable from the date

of enactment. More specifically,

Central Goods and Service Tax (“CGST”) shall mean the tax

chargeable under Central Goods and Services Tax Act

GOODS AND SERVICES Integrated Goods and Service Tax (“IGST”) shall mean the tax

TAX (GST) chargeable under Integrated Goods and Services Tax Act

State Goods and Service Tax (“SGST”) shall mean the tax

chargeable under the respective State Goods and Services Tax Act

Union Territory Goods and Service Tax (“UTGST”) shall mean the tax

chargeable under the respective Union Territory Goods and Services

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Shall mean any Act/Law imposing or relating to the imposition or

administration of GOODS and Services Tax, including any Cess or

Surcharge, in India and any regulation or rules made under that Act

GST ACT/ GST LAW or similar provision governing the operation of the law. Unless

expressly stated otherwise in the Contract, words and expressions

which have a defined meaning in the GST Act have the same

meaning as in this CONTRACT.

Shall mean the Government of India or State Government or any

department, authority, ministry, commission, instrumentality, or

agency of the Government, or any central, regional, local or municipal

authority; any court or Governmental tribunal, quasi-judicial or any

regulatory authority or any other authority of the Government lawfully

exercising jurisdiction over CONTRACT and/or the operations arising

out of CONTRACT whether under an Act of Parliament, or any state

legislature or otherwise.

Shall mean the Health, Safety and Environmental (HSE) norms of the

BUYER which are to be followed by the SELLER to ensure safety in

the BUYER’s business and which are based on generally accepted

standards, procedures and practices in the natural gas industry.

Shall mean Harmonized System of Nomenclature, as defined under

GST LAW, for classification of materials for GST applicability.

Shall mean and include any patent, copyright including the copyright

in the signages, registered design/ industrial design, trademark

(whether or not registered), know-how, Confidential Information or

other industrial or intellectual property right presently held or

PROPERTY RIGHTS (IPR)

expected to be held by the BUYER, the LAW or under law in any part

of the world, including a right to apply for such intellectual property

protection/ registration.

Shall mean the BUYER and the SELLER together or individually as

PARTY OR PARTIES the context requires, hereinafter shall be jointly and severally be

referred to as PARTY/ PARTIES

Shall mean the period for which the SCHEDULE OF RATES will hold

RATE VALIDITY PERIOD

valid for ordering of GOODS

SCHEDULE OF RATES Shall mean unit rates mentioned in/ attached to CONTRACT agreed

(SoR) between BUYER and SELLER

Shall mean the person, firm, Limited Liability Partnership/Company

(LLP/LLC) or company with whom CONTRACT is entered into by

MANUFACTURER/CONT

BUYER for providing GOODS. The term includes its successors and

Shall mean the SELLER and its AFFILIATES, agents, and their

employees, directors and/or officers

Shall mean any item supplied or used by the SELLER pursuant to

SELLER’S EQUIPMENT

Shall mean the employees, directors and/or officers of the SELLER

SELLER’S PERSONNEL

GROUP employed, engaged or provided under this CONTRACT.

SELLER’S/SELLER Shall mean the person appointed from time to time by the SELLER

REPRESENTATIVE and notified in writing to the BUYER to act as its representative for

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the purpose of this CONTRACT or, in absence of such notification,

STC Shall mean the Special Terms of the CONTRACT.

The Following terms and conditions will be a part of Purchase/Service Order.

I. Scope of Supply and Technical Specifications:

The brief Scope of supply & specifications shall be as per “Section – III” attached herewith.

II. Purchase / Service Order Price/ Contract Value:

To complete the above-mentioned scope of supply/work GERMI shall pay the Supplier for actual

supply done and on the basis of Rate Schedule Section IV attached herewith.

The Rates mentioned in “Section-IV” shall be firm and fixed throughout the execution of the

Purchase/Service Order and any extension thereof, and no price escalation on whatsoever ground

shall be allowed. For purposes of Performance Bank Guarantee, Contract Value shall also include

GST and shall be based on initial estimates made at the time of award.

III. Contract Period:

The Primary Term of the Contract shall be for (24) months from the issue of LOA/ Purchase Order

or completion of entire supply item(s), whichever is earlier.

However, GERMI reserves the right to terminate the Contract, any time during the currency of the

term by giving two (2) day notice period, without assigning any reasons or having any financial

obligation to the Contractor.

IV. Delivery Period:

Unless extended by GERMI, the Supplier shall complete the supply & installation of entire quantities

of items mentioned in scope of this Purchase Order within 120 days from the date of issuance of

Contract/Purchase Order. The supplier shall immediately inform GERMI of any Force Majeure

occurrence due to which there can be any delay in supply/services.

V. Terms of Payment:

Payment shall be made within 30 (thirty) days from the receipt of the undisputed Invoice for the actual

supply/service done in accordance to this Contract/Purchase/Service Order and as accepted &

certified by GERMI representative as more particularly described in the Rate Schedule.

Upon completion of entire supply / services in accordance to the Purchase/Service Order, the

Supplier shall raise & submit the Invoice alongwith Delivery Challan - to Gujarat Energy Research

and Management Institute., Plot No. 2A / 3A / 4A, Bhat GIDC, Near Apollo Hospital, Gandhinagar –

382428. Gujarat, India under attention of: To , General manager (NTM)

Each Invoice shall:

(a) bear the Purchase/Service/Contract Number and Block/Site description;

(b) be accompanied by a copy of Delivery Challan/Log Sheet,

(c) contain details of bank account.

(d) contain PAN & Goods & Service Tax Registration No.

Each invoice shall carry GST number of both Company and Contractor. GERMI GST Registration

Number is 24AAATG316R1ZD. No invoices shall be processed for payment unless the GST number

is captured in the invoices.

WITHHOLDING PAYMENT

GERMI may withhold part or whole of any payment claimed by the Contractor, which in GERMI’s

opinion is necessary to protect itself from loss on account of

a) Failure by the Contractor to indemnify GERMI under the Agreement.

b) Damage to other Contractors, GERMI or other property.

c) Failure to meet mutually agreed schedules.

When the grounds for withholding payments are removed, GERMI shall make payments of the

amount due to the Contractor without delay. No interest is payable by GERMI on such withholding

payments at the release of payments.

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The payment shall be made as per the following milestone:

1 On successful delivery of equipment at delivery location 70%

On completion of installation, commissioning, Functional Testing and

2 Basic training (where applicable) and submission of all final 30%

VI. Performance Bank Guarantee:

The Supplier shall furnish Performance Bank Guarantee for 5% of Contract/ Purchase/Service Order

value including GST, based on value of quantities stated in “Section-IV” Rate Schedules, within

(Twenty-One) days of issuance of the Purchase Order. The Supplier by furnishing the Performance

Bank Guarantee shall guarantee the Performance of the Purchase / Service Order and shall also

guarantee that the supply/services so provided under the Purchase / Service Order shall be in strict

conformity with the specifications and shall satisfactorily perform during the warranty / guarantee

period. GERMI shall have right to forfeit the entire Performance Bank Guarantee amount in the event

the Supplier does not perform or denies to perform as per the terms and conditions of the Purchase

/ Service Order at any point of time during the execution of the Purchase / Service Order. The format

for the Performance Bank Guarantee shall be as per “Attachment-2”. List of Banks whose

Performance Bank Guarantee shall be accepted by GERMI shall be as per “Attachment-3”.. The

PBG shall be valid for 7 years, covering 2 years comprehensive warranty and 5 years O&M

period, and shall remain enforceable until completion of all contractual obligations ie

84month + 3 month , so total of 87 months.

VII. General Terms & Conditions:

All our other General Terms and Conditions applicable to this Purchase/Service Order shall be as

1.1 The General Terms of CONTRACT (GTC) shall be read in conjunction with all other parts of the

CONTRACT including the Scope of Work, Technical Specifications, Schedule of Rates (SoR),

Drawings and any other exhibits, annexures, appendices, attachments, guidelines and any other

documents forming part of, or referenced in the CONTRACT, wherever the context so requires.

1.2 Notwithstanding the sub-division of the CONTRACT documents into separate sections and

volumes, every part of each shall be deemed to be supplementary to and complementary of every

other part and shall be read with and into the CONTRACT.

1.3 In case of contradiction between any of the CONTRACT documents, the following shall prevail in

order of precedence:

i) Valid and authorized Amendments issued to the Contract/Order

ii) Contract Agreement (if applicable)

iii) Letter of Acceptance/Purchase Order

iv) Final written submissions made by the Vendor/ Supplier during negotiations, if any;

v) Specific Technical Specification/ Job Specifications (pertaining to Scope of Services)

vii) Special Terms of Contract/Order (STC)

viii) General Technical Specifications (if applicable)

ix) Instructions to Bidders (ITB)/ Bidding Instructions (BI)

x) General Terms of Contract/Order (GTC)

xi) Any other document forming part of the Contract/Order

1.4 Wherever it is mentioned in the CONTRACT that the SELLER shall perform certain work or

provide certain facilities, it is understood that the SELLER shall do so at his cost and the unit rates

in the CONTRACT shall be deemed to have included the cost of such performance and provisions,

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1.5 It will be the SELLER’s responsibility to bring to the notice of the BUYER REPRESENTATIVE any

conflict in the CONTRACT documents before acceptance of the CONTRACT or commencement

of any activities under the CONTRACT, with references to which the conflict exists.

1.6 In the absence of any specifications covering any material or design of work, the same shall be

performed/supplied/executed in accordance with Standard Engineering Practices as per the

instructions/directions of the BUYER REPRESENTATIVE, which will be binding on the SELLER.

1.7 In CONTRACT documents, unless otherwise stated specifically, the singular shall include the

plural and vice versa wherever the context so requires.

1.8 All headings, subtitles and notes in any part of CONTRACT documents are solely for the purpose

of giving a concise indication and not a summary of the contents thereof, and they shall never be

deemed to be part thereof or be used in the interpretation or construction thereof.

1.9 The terms fully capitalized and/or initial capitalized shall be interchangeable and shall have the

meaning as assigned to fully capitalized term or initial capitalized term.

1.10 The BUYER shall not be bound by any printed conditions or provisions in the SELLER’s quotation,

bid forms or acknowledgment of CONTRACT, invoices, packing list or any other documents,

submitted at any stage before or after the award of the CONTRACT, which imposes any conditions

at variance with or supplemental to CONTRACT.

2. Scope of Supply/Work

2.1 The Scope of Supply/Work is defined in the CONTRACT. The SELLER shall provide all necessary

materials, equipment, labor, related works etc. for execution and maintenance of work till

completion unless otherwise specified in the CONTRACT.

3. The Seller’s Performance

3.1 It is a condition of this CONTRACT that the GOODS shall (unless otherwise agreed in writing):

a. Be of good and sound design, materials and workmanship;

b. Be of merchantable quality and fit for the purpose for which they are supplied under this

c. Conform to quantity and description with the particulars stated in this CONTRACT;

d. Correspond with samples or patterns, if any, referred to in this CONTRACT;

e. Comply with the Specifications and the appropriate standards relevant to the GOODS;

f. Comply with all laws/legislations applicable to the GOODS including (but not limited to) the

Acts and rules as applicable; and

g. Be free from any defect in title.

3.2 The SELLER has represented to have requisite expertise in the provision of the GOODS and the

BUYER is at all times relying on the skill, knowledge and workmanship of the SELLER. The

provisions of Sub-Clause 3.1 hereof shall apply notwithstanding that the BUYER may have

included in this CONTRACT certain specifications as to, for example, the materials from which or

the manner in which the GOODS are to be constructed.

3.3 The SELLER shall perform its obligations under this CONTRACT with all due diligence, in good

and workmanlike manner to the highest standards and in accordance with the provisions of this

CONTRACT and to the satisfaction of the BUYER.

3.4 The SELLER shall have informed itself fully and studied carefully the specifications, drawings and

all other data relating to and necessary for the performance of this CONTRACT and shall have

obtained for itself a full understanding and knowledge of the nature and scope of this CONTRACT

and of the prevailing conditions relevant thereto, under which the GOODS will operate. Any

information which the BUYER may give to the SELLER shall be the best information available to

the BUYER but the BUYER shall not be responsible for the exactness and sufficiency of the

information provided.

3.5 The SELLER confirms that it is familiar with all conditions, risks, contingencies and other

circumstances which may impact this CONTRACT and that it has taken them into account in

determining the Schedule of Rates, the schedule for delivery of the GOODS and all other factors

affecting its performance of this CONTRACT.

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3.6 The SELLER shall check CONTRACT with care for any error, omission or ambiguity, and if any

be discovered, shall immediately inform the BUYER in writing within three days from the date of

receipt of CONTRACT. Any work associated with the GOODS affected by such discovery, which

is thereafter performed, is at the SELLER’s risk and expense.

3.7 Transportation of all items covered in the scope of the CONTRACT, i.e. BUYER’s free issue

materials and the materials to be supplied by the SELLER, as applicable, will be arranged by

SELLER at his own cost including insurance, storage, handling, transportation etc. SELLER will

also be responsible for taking delivery of free issue material from BUYER’s designated

warehouses and transportation to place of work, including its coverage for transit insurance.

4. Communications

4.1 All instructions and orders to Vendor/Supplier shall, excepting what is herein provided, be given

by GERMI/ its authorized consultant.

4.2 All provision of supply of Goods shall be carried out under the direction of and to the satisfaction

of GERMI/ its authorized consultant.

4.3 All communications, including technical/commercial clarifications and/or comments, shall be

addressed to GERMI/ its authorized consultant and shall always bear reference to the Contract /

4.4 Invoices for payment against the Contract shall be addressed to GERMI.

4.5 The LoA/Order number shall be shown on all invoices, communications, packing lists, containers,

and bills of lading, etc.

4.6 All communications under the order shall be served by the parties on each other in writing, in the

contract's language, and served in a manner customary and acceptable in business and

commercial transactions.

4.7 The effective date of such communications shall be either the date when delivered to the recipient

or the effective date mentioned explicitly in the communication, whichever is later.

4.8 No communication shall amount to an amendment of the terms and conditions of the contract,

except a formal letter of amendment of the contract, so designated.

4.9 Such communications would be an instruction or a notification or an acceptance or a certificate

from GERMI, or it would be a submission or a notification from the Vendor/Supplier. A notification

which the Contract/Order requires must be communicated separately through other

communications.

4.10 The person signing the Communications

For all purposes of the contract, including arbitration, thereunder all communications to the other

party shall be signed by:

4.10.1 The person who has signed the Contract/Vendor/Supplier’s authorized representative on

behalf of the Supplier shall sign all correspondence. A person signing communication in

respect of the contract or purported to be on behalf of the Vendor/Supplier, without disclosing

his authority to do so, shall be deemed to warrant that he has the authority to bind the

Vendor/Supplier. If it is discovered at any time that the person, so signing has no authority to

do so, GERMI reserves its right to, without prejudice to any other right or remedy, to terminate

the contract for default in terms of the contract and avail any or all the remedies thereunder

and hold such person personally and/or the Vendor/Supplier liable to GERMI for all costs and

damages arising from such remedies.

4.10.2 Unless otherwise stipulated in the contract, EIC/OIC shall administer the contract and sign

communications on behalf of GERMI.

4.11 Address of the parties for sending communications

For all purposes of the contract, including arbitration, the address of the parties to which the other

party shall address all communications and notices shall be:

4.11.1 The address of the Vendor/Supplier as mentioned in the contract, unless the Vendor/Supplier

has notified the change of address by a separate communication containing no other topic to

GERMI. The Vendor/Supplier shall be solely responsible for the consequences of an omission

to notify a change of address in the manner aforesaid, and

4.11.2 The address of GERMI shall be the address mentioned in the contract. The Vendor/Supplier

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shall also send additional copies to officers of GERMI, as indicated in the contract.

4.11.3 In case of communications from the Vendor/Supplier, copies of communications shall be

marked to executives of GERMI, as stipulated in the contract. Unless already stipulated in the

contract before the contract’s start, GERMI and the Vendor/Supplier shall notify each other if

additional copies of communications are to be addressed to additional addresses.

4.12.1 TO THE VENDOR/SUPPLIER: Any notice to be given to the Vendor/Supplier or his duly

authorized representative under the terms of the Contract may be served by GERMI by e-mail

or through registered post/courier at the address/contact information furnished by the

Vendor/Supplier. Proof of issue of any such notice shall be conclusive evidence of the

Vendor/Supplier having been duly informed of all contents therein.

4.12.2 TO EMPLOYER/GERMI: Any notice to be given to the EIC/OIC of the Owner under the terms

of the Contract may be served by the Vendor/Supplier, by e-mail or by delivering the same

through registered post/courier at the respective site office.

4.12.3 A notice shall be effective when delivered or on the date mentioned in the notice, whichever is

5.1 Rates as outlined in the CONTRACT for all GOODS to be delivered shall be on a firm price basis

and no escalation will be entertained during the RATE VALIDITY PERIOD, with the exception of

any price variation specified in the CONTRACT.

5.2 The SELLER is deemed to have satisfied itself as to the circumstances (including risks and

contingencies) affecting the price for the provision of the GOODS and/or the cost to the SELLER

of supplying the GOODS and to the correctness and the sufficiency of the rates specified in this

CONTRACT for the GOODS which shall, except insofar as it is otherwise provided in this

CONTRACT, cover all its obligations under this CONTRACT and all matters and things necessary

for the proper supply of the GOODS, whether specifically stated or incorporated by reference to

6. Taxes and Duties

6.1 The SELLER shall pay all income, corporation, revenue, or similar taxes, however described, and

all fines, penalties, and interest thereon assessed on the income, profits, and gains accruing to

the SELLER from the execution of this CONTRACT. The SELLER shall be responsible for,

indemnify, defend, and hold harmless the BUYER against any claims, whatsoever arising, in

connection with the liability of the SELLER for any such taxes, penalties and interest. Further, the

SELLER shall be responsible for, indemnify, defend, and hold harmless the BUYER against any

claims, whatsoever arising, in connection with all taxes assessed or levied against or on account

of wages, salaries, benefits, or deemed benefits paid to the SELLER’s PERSONNEL.

6.2 The SELLER shall be required to furnish the BUYER with such particulars as are known to the

SELLER in relation to its activities under this CONTRACT as may be required by the BUYER to

fulfil information requests received from any competent tax or GOVERNMENT AUTHORITY.

Where requested information is not known to the SELLER, it shall take reasonable steps to obtain

the information necessary to enable it to comply with the request.

6.3 The BUYER may, without liability to the SELLER, withhold sums in respect of any payments which

would otherwise be made by the BUYER to the SELLER to the extent that such withholding may

be required by legislation or orders, rules or directions of any competent tax authority or

GOVERNMENT AUTHORITY. Where the requirement for any withholding is avoided by the

SELLER holding an appropriate exemption certificate, it is the duty of the SELLER to inform the

BUYER that such a certificate is held and to inform the BUYER of any change to or cancellation

of the certificate and to provide copies of the certificate or any further information that may be

required by the BUYER to satisfy itself that it can make payment without any withholding. The

SELLER shall be responsible for, indemnify, defend and hold harmless the BUYER against any

claims, whatsoever arising, in connection with such withholding or failure to withhold, as may arise

due to the SELLER’s failure to inform the BUYER of any relevant matter in a timely fashion.

6.4 The BUYER shall pay to the SELLER the Goods and Service Tax (GST) or any other applicable

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indirect taxes/duties, howsoever described, levied by any competent GOVERNMENT

AUTHORITY, chargeable in respect of GOODS properly supplied by the SELLER under this

CONTRACT, provided that the SELLER provides the BUYER with a valid tax invoice, as required

under the applicable GST LAW or other legislation, to enable a tax credit to be obtained by the

BUYER, wherever applicable. The BUYER shall have no liability to pay the SELLER for any

amount to the extent such amount is eligible for relief, reduction, exemption or recovery by the

actions of the SELLER.

6.5 The SELLER shall indemnify, defend and hold harmless the BUYER from and against any taxes

levied against it on account of any property or equipment (including the SELLER’s EQUIPMENT)

of the SELLER, including but not limited to customs duties, Goods and Service Tax (GST),

occupation and other like taxes and imposts.

6.6 The SELLER shall be responsible for, and pay when due, all taxes and duties, as prevailing from

time to time, relating to the GOODS supplied. BUYER shall not be responsible for any such liability

of the SELLER. BUYER shall have the right to withhold required amount from payments due to

the SELLER under CONTRACT to the extent that such withholding may be required by any

GOVERNMENT AUTHORITY, and the payment by BUYER to the respective GOVERNMENT

AUTHORITY of the amount of money so withheld shall relieve the BUYER from any further

obligation to SELLER with respect to the amount so withheld. The SELLER undertakes to

indemnify BUYER for any loss, outgoing, fine, penalty etc. that SELLER suffers for GST purposes

for the GOODS supplied to BUYER.

6.7 SELLER shall defend, indemnify and hold BUYER harmless from and against any and all claims,

expenses and proceedings howsoever arising in connection with the liabilities of SELLER for any

such taxes, fines, penalties and interest levied by any GOVERNMENT AUTHORITY or any

competent tax authority.

6.8 All taxes levied on SELLER’s corporate income or profits shall be for the account of SELLER and

shall not be reimbursed by BUYER.

6.9 The BUYER shall also deduct/withhold/charge required amount corresponding to any taxes,

prevailing from time to time, levied at the prevailing rates on the Liquidated Damages/Penalty/

any other such amount deducted/withheld/recovered from SELLER, wherever applicable. BUYER

shall have the right to recover/deduct such amount from SELLER’s invoice, Bank Guarantee or

from any outstanding payments due to the SELLER.

6.10 Any statutory variation on account of taxes and duties, as applicable in the CONTRACT, shall be

reimbursed by BUYER or refunded by the SELLER, as the case may be. Such variation shall be

limited to direct transactions between the BUYER and the SELLER, shown as taxes and duties in

SELLER’s invoice. However, any additional tax implication, resulting from delay in delivery of

GOODS due to reasons not attributable to the BUYER and/or any change in the taxation (e.g.

GST) registration status of the SELLER shall be borne by the SELLER.

7.1 CONTRACTOR shall submit a GST invoice and other specified supporting documents to the

respective GERMI Offices, addressed to the concerned GERMI- Contract Owner/EIC as per

requirements. The onus of selecting the relevant name of GERMI Contract Owner and GERMI

Office is on the CONTRACTOR for the timely processing of invoices and further

certification/payment.

7.2 Subject to the completion of the SELLER’s obligations in a manner satisfactory to the BUYER in

all respects and strictly in accordance with the terms of this CONTRACT, the SELLER shall submit

the invoices to the BUYER for the value ascertained in accordance with the SCHEDULE OF

RATES, along with the applicable documents, such as Packing List, Delivery Challan, Lorry

Receipt, Test Certificates, TPI release note and other related documents.

7.3 The invoice shall be broken down into individual items in such detail as to enable BUYER to

calculate how the total value of the invoice has been reached in accordance with the SOR and

shall contain such further information which the BUYER may request. The taxes chargeable in

respect of GOODS supplied by the SELLER under CONTRACT, as applicable, shall be itemized

7.4 The SELLER shall provide proper invoices to BUYER, for the GOODS supplied, containing the

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(a) CONTRACT number

(b) Material code(s) with description, unit of measurement and quantity delivered

(c) Required details as prescribed under the GST ACT, and including but not limited to:

(d) Correct GSTIN of BUYER

(e) The applicable HSN Code of the GOODS

(f) The applicable taxes under GST ACT for GOODS

(g) State Code and the place of supply as applicable as per billing and delivery address

mentioned in the CONTRACT

7.5 BUYER shall make payment after making deductions, as applicable, but not limited to:

a. Tax Deduction at Source (TDS)

b. Liquidated Damages and/or Penalty charges

c. Retention amount

d. Any other taxes/ statutory deductions as applicable from time to time including applicable taxes

levied at prevailing rates on Liquidated Damages/Penalty/ any other such amount

deducted/withheld/recovered from the SELLER.

e. Any sums owed to the BUYER (as per Clause 7.12) or in case the SELLER has committed a

breach of its obligations under this CONTRACT.

f. GST TDS: BUYER may, in relation to any payment it is required to make to the SELLER,

withhold from that payment any amount it is required to withhold under the GST ACT and shall

provide such document to the SELLER as may be prescribed under the GST ACT.

BUYER’s decision regarding the above shall be final and binding to the SELLER.

g. SELLER shall submit the invoices along with GOODS supplied, unless otherwise agreed by

the BUYER, but not later than 5 days from the date of invoice to avoid non-compliance under

Indirect Tax Laws. If any interest, penalties, loss or damage is caused to the BUYER, on

account of non-compliance of any existing tax laws due to delayed submission of invoice or

submission of defective/incomplete invoice by the SELLER (including but not limited to interest

or penalties caused to BUYER on account of delayed payment of tax or loss due to non-

availability of any tax credit), such interest, penalties, loss or damage will be recovered from the

h. The SELLER must remit the GST amount to the respective authority in accordance with the

GST ACT. The SELLER shall be liable to BUYER for any cost, liability, dues, penalty, fees,

interest, outgoing, as the case may be, or for any loss occurring to BUYER on account of non-

availability of input tax credit to BUYER due to non-compliance of applicable tax laws, including

but not limited to GST laws in force or otherwise, on the part of the SELLER. An amount

equivalent to such liability or loss accruing to BUYER shall be deducted from the payment due

to the SELLER or shall be reimbursed by the SELLER to BUYER within 15 days of any such

demand made by BUYER. The amount withheld by BUYER or reimbursed by the SELLER will

be retained by BUYER until such default is either rectified or made good by the SELLER to the

satisfaction of BUYER.

i. To the extent that it is permitted under the GST Act, BUYER reserves the right to create and

issue a Tax Invoice in relation to GOODS supplied under this CONTRACT to discharge its

obligation under the reverse charge mechanism as per the GST ACT. The SELLER shall raise

an invoice and only charge the GST portion applicable to the SELLER as the Supplier of such

j. In the event an adjustment arises in connection with a supply made under the CONTRACT,

the SELLER must give the BUYER a credit note or debit note (referred to as Adjustment Notes),

as the case may be, in accordance with the GST ACT. The adjustment note must identify the

GOODS relevant to the adjustment event and should bear reference to the corresponding

original tax invoice for the supply made.

k. The SELLER will ensure that all tax invoices and Adjustment Notes rendered to BUYER under

the CONTRACT are in a format that identifies any GST paid, and which permits BUYER to claim

a valid input tax credit, wherever applicable. The SELLER shall issue the Adjustment Notes

within 15 days from the discrepancy/error identified, but not later than 6 months from the end

of the relevant financial year within which taxable supplies are made. SELLER shall submit

such Adjustment Notes to BUYER immediately, but not later than 5 days from the date of the

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Adjustment Note.

l. Invoices which are incomplete, incorrect or in a form which is unacceptable to the BUYER,

shall be returned to SELLER un-actioned. If the SELLER submits invoices that contain

erroneous billings repetitively in a manner perceived by the BUYER to be excessive, the

SELLER will be assessed a penalty being a percentage of the value of the erroneous invoice,

as decided by BUYER.

m. If the BUYER disputes any item in any invoice, in whole or in part, then the BUYER, at its sole

discretion, may pay only the undisputed portion of such invoice, until such time as the BUYER

and the SELLER have reached agreement as to what payment, if any, is due or what other

action will be taken by the BUYER in respect of the disputed amount. The BUYER shall

promptly notify the SELLER of any such disputed amount. The BUYER and the SELLER shall

endeavor to settle expeditiously and in good faith, at the earliest possible date, any such

dispute and any agreed adjustment and subsequent payment shall be made promptly following

the date of such settlement.

n. The BUYER shall be entitled to set-off against the amounts payable to the SELLER under this

CONTRACT any sums owed to the BUYER by the SELLER GROUP on any account and

howsoever arising.

o. The BUYER shall pay or cause to be paid the due amount within a period of 30 days from the

date of receipt of the complete and correct invoice, duly certified by BUYER

REPRESENTATIVE as per the terms and conditions of the CONTRACT.

8. Deductions from the Seller

All costs, damages or expenses which BUYER may have paid or incurred, which under the

provisions of the CONTRACT fall under the SELLER’s liability, will be claimed by the BUYER. All

such claims shall be billed/notified by the BUYER to the SELLER regularly as and when they fall

due. Such claims shall be paid by the SELLER within 15 (fifteen) days of the receipt of the

corresponding intimation from BUYER, and if not paid by the SELLER within the said period, the

BUYER may, then, deduct the amount from any moneys due, such as Contract/ Performance

Security, retention money, Bank Guarantee, or payments becoming due to the SELLER under the

CONTRACT or may be recovered by actions of law or otherwise, if the SELLER fails to satisfy the

BUYER of such claims.

9. Prints, Drawings and Specifications

The SELLER shall prepare at its own expense and submit to the BUYER such drawings and data

as necessary for the performance of this CONTRACT. The BUYER REPRESENTATIVE shall

have the right to generally approve all drawings and/or data but such approval or acceptance shall

not relieve the SELLER of any of its responsibilities under this CONTRACT. The SELLER shall

supply, at no extra cost, legible copies of such drawings and data, as applicable.

10. Inspection, Monitoring, Testing and Expediting

10.1 The BUYER, by its authorized officers and agents, shall at all times be granted access to the

SELLER’s premises for expediting, inspecting, monitoring and testing of the GOODS during and

on completion of manufacture prior to delivery.

10.2 Any expediting, monitoring, review, approval, acknowledgement, test or acceptance or waiver

thereof by the BUYER shall not relieve the SELLER from any of its obligations under this

CONTRACT in respect of any subsequent defects in the design, quality, materials, workmanship

or fitness for purpose of the GOODS.

10.3 Wherever applicable, before delivering the GOODS, the SELLER shall, at no extra cost to the

BUYER, unless otherwise specified in the CONTRACT, inspect and test the GOODS for

compliance with this CONTRACT and supply to the BUYER legible certificates of the results of

such inspection and testing, duly signed and stamped by authorized representative of the

SELLER, as may be reasonably required by the BUYER or required by legislation.

10.4 The GOODS shall be inspected (i) At DELIVERY POINT by BUYER; and/or (ii) At factory

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premises of the SELLER by BUYER and/or Third-party inspection (TPI) agency duly approved by

BUYER. The SELLER shall extend all necessary cooperation to BUYER/TPI in carrying out the

inspection, as the case may be.

10.5 In case if the SELLER offers the GOODS for inspection and the same fails, then third party re-

inspection costs as per CONTRACT terms will be borne by the SELLER, unless explicitly

specified otherwise in the CONTRACT.

11. Marking of the Goods

11.1 The SELLER shall ensure that the GOODS and, where the components of the GOODS are

manufactured by different parties, those components are clearly and permanently marked with

the manufacturer's name, trademark or distinguishing mark which clearly identifies the

manufacturer. In addition, where the SELLER is not the manufacturer, the SELLER shall ensure

that the GOODS are, without infringing third parties' rights including IPR, clearly and permanently

marked as having been supplied by the SELLER to the BUYER.

11.2 The SELLER shall ensure that prior to delivery, the GOODS and all components are marked in

accordance with the provisions of the CONTRACT. Where the CONTRACT makes no such

provision, the GOODS or any components shall not (without the prior written consent of the

BUYER) be marked with the name, badge or any other mark used exclusively by the BUYER.

Any GOODS or components so marked shall not be disposed of to any third party without the

prior written consent of the BUYER unless such markings are first erased to the satisfaction of

12. Packaging and Carriage

12.1 The GOODS shall be created, palletized or packed in any such manner to reach the DELIVERY

POINT undamaged and in good condition.

12.2 Unless otherwise stated in this CONTRACT, all costs such as packaging and carriage shall be

included in the CONTRACT VALUE. Returnable cases, packages and other containers shall be

supplied by the SELLER free of charge, unless agreed otherwise previously in writing. Where

previously requested in writing, such returnable cases, packages and other containers will be

returned to the SELLER but, whilst reasonable care shall be taken to ensure that they are received

by the SELLER in good condition, such return shall be at the SELLER’s risk and expense.

12.3 The SELLER shall send with each consignment of the GOODS, as applicable:

i. A packing note (together with a copy of material test certificate(s), where applicable) with the

GOODS, detailing the number of this CONTRACT, description, code number (if any) and the

quantity of Goods consigned;

ii. An advice note/notes, as instructed in CONTRACT, including details as mentioned in Sub-

Clause a above;

iii. Additional documentation as detailed in the CONTRACT;

iv. The SELLER’s clear and full instructions with regard to all hazards affecting the GOODS; and

v. Documentation to prove the GOODS supplied have been inspected and, if applicable, are

properly completed and therefore fit for purpose.

13.1 The SELLER shall deliver the GOODS to the DELIVERY POINT and as specified in the DELIVERY

13.2 Delivery shall be deemed to have been made on acknowledgement of receipt of the GOODS by

the BUYER. Delivery of the GOODS to a carrier (whether named by the BUYER or not) for the

purpose of transmission to the BUYER is not deemed to be and shall not constitute delivery of

the GOODS to the BUYER.

13.3 The BUYER, acting reasonably, may alter the DELIVERY POINT and/or DELIVERY SCHEDULE

upon giving the SELLER reasonable notice in writing of such alterations.

13.4 If the SELLER fails to deliver any GOODS in accordance with the CONTRACT, then the BUYER

may terminate this CONTRACT or any part of it and reserves all rights in damages and otherwise

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13.5 If the GOODS are incorrectly delivered, the SELLER shall be responsible for any additional

expense incurred in redelivering such GOODS in the correct manner/to the correct destination

and/or at the correct schedule.

13.6 The quantity of GOODS delivered must not exceed the quantity specified in the CONTRACT or

intimation by BUYER REPRESENTATIVE. GOODS in excess of the quantity specified shall, at

the BUYER’s option, be returned to the SELLER at the SELLER’s expense.

13.7 Acceptance of the GOODS by the BUYER shall not relieve the SELLER of any of its obligations

under this CONTRACT.

14. Price Reduction Schedule / Liquidated Damages:

Time is the essence of the Contract. In case the Supplier fails to complete the Supply within the

stipulated period, then, unless such failure is due to Force Majeure event as defined in Clause

herein above or due to employer’s default, the total Value of Contract shall be reduced by ½ (half)

percent of the total Value of Contract per week of delay or part thereof subject to a maximum of

5 (five) percent of the total Value of Contract, by way of reduction in price for total period of delay

and not as penalty.

14.1 The Employer shall be at liberty to adjust or deduct the said amount from the amount due to the

Supplier/ its Contract Performance Security payable on demand.

14.2 The decision of the EIC/OIC with respect to the applicability of Price Reduction Schedule shall be

final and binding on the Supplier.

14.3 The Price Reduction will be calculated on the basis of total Value of Contract/ Executed Value of

Contract (as the case may be), exclusive of taxes and duties.

14.4 The parties agree that this is a genuine pre-estimate of the loss/damage which will be suffered by

the Employer on account of delay on the part of the Supplier and the said amount will be adjusted

for the amount payable to the Supplier, without there being any proof of the actual loss or

damages having been caused by such delay/breach.

14.5 In terms of the above provisions, in case of delay in the execution of the Contract, the Supplier

shall raise an invoice for reduced value as per Price Reduction Clause. However, in case Supplier

has raised the invoice for the full value of the Contract, then Supplier shall issue a Credit Note

towards the applicable Price Reduction amount.

14.6 In case Supplier fails to submit the invoice for reduced value or does not issue credit note as

mentioned above, OWNER/GERMI will release the payment to Supplier by reducing the amount

after applying Price Reduction Schedule Clause with corresponding reduction of taxes or

OWNER/GERMI shall be at liberty to opt for Set-off, adjustment or deduction of the said amount

along with applicable taxes, penalties, interest, if any, from any amount due for payment to the

Supplier or security deposit, if any, lying with OWNER/GERMI, in future to the him under this

14.7 In the event that any financial implication arises on OWNER/GERMI due to issuance of invoice

without reduction in price or non-issuance of Credit Note, the same shall be to the account of

Supplier, and the Contractor shall indemnify OWNER/GERMI to that effect.

15. Free Issue Material

15.1 If, for the purposes of this CONTRACT, materials are to be supplied by or on behalf of the BUYER

for incorporation into the GOODS (hereafter referred to as "Free Issue Materials"), they shall be

and remain the property of the BUYER, but upon delivery to the SELLER, become and remain

thereafter at the sole risk of the SELLER, until the delivery of the GOODS and the return of any

surplus Free Issue Materials to the BUYER.

15.2 SELLER shall clearly identify and mark as "the property of GERMI", separately store, safeguard,

maintain in good order and condition and keep such records as the BUYER may require of all Free

Issue Materials for audit purposes. All such materials shall be deemed to be in good condition

when received by or on behalf of the SELLER unless it otherwise notifies the BUYER within seven

(7) days of receipt.

15.3 SELLER shall use all Free Issue Materials economically and solely in connection with this

CONTRACT. Damage to or loss or waste of any Free Issue Materials arising from bad

workmanship, carelessness or the SELLER’s failure to comply with the provisions of Sub-Clause

15.2 shall be made good at the expense of the SELLER either by the SELLER or as the BUYER

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otherwise instructs, by replacement of materials of at least the equivalent quality.

15.4 All scrap and surplus Free Issue Materials are to be marked as "the property of GERMI", kept

separately and reported at regular intervals to the BUYER.

15.5 BUYER reserves the right to physically inspect/verify the Free Issue Materials at any time. If any

loss/shortage/damage is found during such verification by BUYER or in the Free Issue Materials

returned by SELLER, then such lost/short/damaged material cost shall be borne by the

SELLER and necessary amount towards such shortage/damaged material will be recovered from

the SELLER, as per rate decided by BUYER.

16. Material Inspection

16.1 Upon receipt of GOODS at DELIVERY POINT, BUYER will inspect the packaging for damage or

tampering. In case of no damage or tampering of the package, the GOODS will be stored at

BUYER’s site for further inspection.

16.2 BUYER will, at its option, proceed to examine the GOODS to ascertain the precise extent of any

breakage/shortage/tampering/damage, if any, and in the absence of a representative from

SELLER, the BUYER's report will be deemed accepted by the SELLER. In case of

breakage/shortage/tampering/damage, intimation regarding the same shall be referred to the

SELLER within thirty (30) days from the date of receipt at DELIVERY POINT by the BUYER,

which shall be replaced/made good by the SELLER at their own cost. All risk of loss or damage

to the GOODS shall be upon the SELLER till it is delivered to the BUYER.

16.3 If BUYER finds that GOODS supplied are not in accordance to CONTRACT or received in

damaged or tampered condition or otherwise not satisfactory owing to any reason, of which the

BUYER shall be the sole judge, the BUYER is entitled to take actions such as, but not limited to,

rejection of the GOODS, termination of the CONTRACT, procurement of GOODS from other

agencies, and recover the loss, if any, from the SELLER.

16.4 The BUYER shall have the right to require the SELLER at the SELLER’s own risk and expense,

expeditiously to collect and replace any rejected GOODS, not later than fifteen (15) days from the

date of written communication of rejection from BUYER. Should the nature or size of the rejected

GOODS or other circumstances make it impracticable for the rejected GOODS, or part thereof,

to be removed prior to delivery of the replacement GOODS, the BUYER may require the SELLER

to carry out the necessary replacement at site at the SELLER’s expense.

16.5 If the SELLER fails to fulfill its obligations under this Clause within thirty (30) days from the date

of intimation of rejection; the BUYER may:

(i) Dispose the material to any party and expenses, if any, incurred for such disposal, shall be

payable by the SELLER; and/or

(ii) Terminate this CONTRACT, or any part thereof, in accordance with Clause 42 of GTC and/or

debar the SELLER for future tendering/award of contract, without prejudice to its existing

rights and remedies; and/or

(iii) Recover as a debt due from the SELLER, all extra costs and expenses arising from or in

connection with any GOODS being found to be defective, including but not limited to, those

of employing others, repairing, modifying or testing defective GOODS, purchasing alternative

GOODS elsewhere and storage, as appropriate.

16.6 Where the SELLER replaces any GOODS in accordance with this Clause, the provisions of this

CONTRACT shall apply to the replacement of GOODS.

17. Right to get ‘Goods’ through other agencies

17.1 Nothing contained herein shall restrict BUYER from accepting similar GOODS from other agencies

at its sole discretion and at the risk and cost of the SELLER, if the SELLER fails to fulfil any of its

obligations under the CONTRACT.

17.2 In such event, the BUYER, at its sole discretion, shall be entitled to recover the additional

expenses incurred for procuring the GOODS from alternate agencies, in addition to administrative

and other expenses incurred by BUYER for the same. The decision of BUYER in determining

such amount to be recovered from the SELLER shall be final and binding on the SELLER. The

SELLER’s liability in this respect shall be unlimited without exception.

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18.1 SELLER warrants that the quality of GOODS supplied shall be in accordance with CONTRACT

and specified standards and shall show the utmost skill, diligence and competency in

workmanship. SELLER also warrants that such GOODS shall meet the requirements of, and be in

conformity with all applicable laws, rules, regulations and ordinances of any GOVERNMENT

18.2 Without prejudice to the rights of the BUYER under this CONTRACT, wherever applicable and

unless otherwise specified differently in SPECIAL TERMS OF CONTRACT, the SELLER warrants

the GOODS against the SELLER’s faulty design, workmanship or materials arising or becoming

apparent within a period of 12 months from commissioning or 18 months from delivery, whichever

is earlier, (henceforth referred to as the “Warranty Period”) from the date of delivery of GOODS

at DELIVERY POINT, either following delivery or following the repair, modification or replacement

of the GOODS, or any part thereof, unless otherwise stated differently in the SPECIAL TERMS

18.3 SELLER warrants that GOODS under this CONTRACT will be new and of recent manufacture, of

specified quality and free of all defects and all malfunctions, including latent defects, and complete

and fit for the use for the specific purpose for which they are purchased and that they are in strict

accordance with the drawings and Specifications, and all relevant codes as applicable to GOODS

in India or any sub division thereof.

18.4 If any fault, defect or nonconformity is discovered during the Warranty Period, SELLER shall take

or arrange for all measures necessary to correct, or have corrected, any and all defects, or to

replace or have replaced the defective parts (the decision regarding replacement/repair shall be

at BUYER’s discretion) with the greatest diligence and at SELLER’s expense to the full

satisfaction of BUYER. The SELLER shall also provide supervision as required and accept

charges for the dismantling and re-assembly of work on site. All transport costs for the parts to

be repaired or replaced will be paid by the SELLER.

18.5 Where the SELLER repairs, modifies or replaces any GOODS in accordance with this Clause,

the provisions of this CONTRACT shall apply to the repaired, modified or replaced GOODS.

18.6 Failing prompt and sufficient action on the part of SELLER, BUYER reserves the right to carry out

the necessary work at SELLER’s risk and expense. BUYER shall have the right to recover such

costs from SELLER. SELLER’s liability in respect of aforesaid rectification and/or replacement

shall be unlimited without exception.

18.7 All the spares shall be supplied with fitment certificate to the original equipment, as applicable.

18.8 Should the nature or size of the defective GOODS or other circumstances make it impracticable

for the defective GOODS or part thereof to be removed, the BUYER may require the SELLER or

others to carry out the work necessary for repair, modification, or replacement of the GOODS on

site at the SELLER’s expense and cost for the same shall be recovered/deducted from the

18.9 If the SELLER fails to fulfil its obligations under this Clause, the BUYER may:

(a) Terminate this CONTRACT or any part thereof in accordance with Clause 42 of GTC, and/or

debar the SELLER as per Clause 43 of GTC, without prejudice to its existing rights and

remedies; and/or

(b) Recover as a debt due from the SELLER, all extra costs and expenses arising from or in

connection with any GOODS being found to be defective, including but not limited to, those

of employing others, repairing, modifying or testing defective GOODS, purchasing

alternative GOODS elsewhere and storage.

18.10 Where applicable, the BUYER shall have the right to assign the benefit of this guarantee to the

BUYER’s successors and/or assignees. When requested by the BUYER, the SELLER shall

assign to the BUYER the full benefits of all guarantees obtained by the SELLER.

19. Amendment(s)

19.1 BUYER may, by written notice to SELLER, order extra quantity or make changes by altering,

adding to or deducting from the GOODS, by way of an AMENDMENT, with no other variation in

the unit rates, terms and conditions of the CONTRACT, except as explicitly specified in the

19.2 Any modifications leading to changes in the CONTRACT with respect to technical and/or

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commercial aspects shall be considered valid only when accepted or issued in writing by BUYER.

Any other cases shall not be any ground for extension of agreed DELIVERY SCHEDULE and

also shall not affect the SELLER’s obligations under the CONTRACT in any manner, except to

the extent mutually agreed through an AMENDMENT.

19.3 SELLER shall not commence to carry out any AMENDMENT nor shall any claim be valid in

respect thereof, until the SELLER has received the formal AMENDMENT issued by BUYER in

writing for carrying out such AMENDMENT.

20. Property and Risk

20.1 Without prejudice to the rights and obligations of the Parties under this CONTRACT and unless

otherwise agreed in writing, the property in the GOODS or any part thereof shall pass to the

BUYER on delivery or on payment by the BUYER (whichever is earlier). In the event of part

payments prior to delivery, property in the GOODS shall pass in proportion to payments made.

Notwithstanding passing of property to the BUYER, the risk shall not pass to the BUYER until all

of the GOODS have been delivered in accordance with this CONTRACT at the DELIVERY

20.2 Where the property in any of the GOODS passes to the BUYER before delivery, such GOODS

shall be stored separately, clearly identified and marked as "the property of GERMI" or in such

other manner as the BUYER may require.

20.3 Unless otherwise agreed in writing, all tools, patterns, drawings, designs, other documents,

equipment or materials supplied by or on behalf of the BUYER shall be stored separately, marked

as "the property of GERMI" and remain the property of the BUYER and the SELLER shall be

responsible for their safe custody and return. They shall not, without the prior written consent of

the BUYER, be disposed of by the SELLER to any third party nor used except for the purpose of

carrying out this CONTRACT.

21. Sub-Letting of Contract

No part of this CONTRACT, nor any share or interest therein, in any manner or extent, will be

transferred or assigned or sub-let, directly or indirectly, to any person/ firm or organization by the

SELLER without written consent of BUYER, provided nevertheless that any such consent shall

not relieve the SELLER from any obligation, duty or responsibility under the CONTRACT.

22.1 CONTRACT shall be binding on and ensure to the benefit of BUYER and SELLER and to their

respective heirs, executors, administrators, successors and assigns, but the SELLER shall not

assign this CONTRACT in whole or in part or any benefit of any legal or equitable interest herein,

without the prior written consent of the BUYER.

22.2 The BUYER shall be permitted to assign and re-assign (whether on one or several occasions) all

or any of the provisions of this CONTRACT to any of its AFFILIATES and/or Group Companies by

giving advance intimation to the SELLER.

22.3 The SELLER shall be responsible for acts, omissions and defaults of any of its representatives

including its agents as fully as if they were the acts, omissions and defaults of the SELLER and

any assignment shall not relieve the SELLER of any of its responsibilities under this CONTRACT

23.1 No relaxation, forbearance, delay or indulgence by either PARTY in enforcing any of the terms

and conditions of the CONTRACT or the granting of time by either PARTY to the other shall

prejudice, affect or restrict the rights of that PARTY under the CONTRACT, nor shall any waiver

by either PARTY of any breach of CONTRACT operate as waiver of any subsequent or continuing

breach of CONTRACT.

23.2 Any waiver of a PARTY’s rights, powers or remedies under the CONTRACT must be in writing,

must be dated and signed by an authorized representative of the PARTY granting such waiver,

and must specify the right and the extent to which it is being waived.

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24. Severability

If any provision or condition of the CONTRACT is prohibited or rendered invalid or unenforceable, such

prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other

provisions and conditions of the CONTRACT.

25. Saving of Rights

The expiry or earlier termination of CONTRACT, howsoever occasioned, shall be without

prejudice to the rights and remedies of the PARTIES to the CONTRACT up to and including the

date of such expiry or earlier termination, and shall not affect or prejudice any term of CONTRACT

that is expressly or by implication provided to come into effect on or continue in effect after such

expiry or earlier termination.

26. Status of Buyer and Seller

26.1 In performing its obligations under this CONTRACT, the SELLER shall maintain complete

employer control over the SELLER’s PERSONNEL. This CONTRACT constitutes a principal-to-

principal relationship between the SELLER and the BUYER and does not and shall in no manner

create or be construed to create any employment, agency, partnership, joint venture or any other

relationship between the PARTIES hereto.

26.2 The SELLER shall, as between the SELLER and the BUYER, be responsible for and shall be

liable for, indemnify, defend and hold harmless the BUYER against all wages, fees, contributions,

insurances, charges and taxes required by Law to be paid by an employer in respect of the

SELLER’s PERSONNEL and/or the supply of the GOODS and shall procure that all appropriate

deductions are made in respect of all applicable taxes and other contributions.

27. Change in Constitution

27.1 Where the SELLER is a partnership firm, the prior approval of the BUYER shall be obtained in

writing, before any change is made in the constitution of the firm.

27.2 Where the SELLER is an individual or a Hindu Undivided Family (HUF) business concern, such

approval as aforesaid shall, likewise be obtained before such SELLER enters into any agreement

with other parties, where under the reconstituted firm would have the right to carry out the work

hereby undertaken by the SELLER.

27.3 In either case if prior approval as aforesaid is not obtained; the CONTRACT shall be voidable at

the option of the BUYER. The BUYER shall be entitled to terminate the CONTRACT in

accordance with Clause 42 of GTC.

28. Representatives

28.1 BUYER REPRESENTATIVE shall communicate to SELLER all information, instructions and

decisions of BUYER. All information, instructions and decisions issued by BUYER

REPRESENTATIVE shall be deemed to have been issued by BUYER.

28.2 BUYER REPRESENTATIVE may, from time to time, delegate any responsibilities to any

nominated deputy and withdraw any such delegation. The terms of such delegation shall be the

subject of a notice, issued in accordance with Clause 29. Information, instructions and decisions

issued by any nominated deputy, acting within the terms of his delegated authority, shall be as if

issued by BUYER REPRESENTATIVE.

28.3 SELLER REPRESENTATIVE shall be authorized to act on behalf of SELLER in all matters

relating to the CONTRACT and any written order, instruction or Notice from BUYER to SELLER

REPRESENTATIVE or SELLER’s personnel shall be deemed to have been given to SELLER.

29.1 All correspondences and documents relating to the CONTRACT exchanged by the SELLER and

OWNER shall be in English language.

29.2 Any Notices shall be in writing and will take effect from the date of receipt at the communication

address. Suitable proof of delivery like speed post acknowledgment receipt, registered AD

acknowledgment receipt, hand-delivered acknowledgment and electronic mail are acceptable

modes of acknowledgment.

29.3 In case of speed post and registered AD notices, a copy of Notice is required to be sent for

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acknowledgment of contents and acknowledgment on this copy of Notice by BUYER which will

be returned to SELLER and shall be considered as valid acknowledgment of Notice.

29.4 All Notices shall be sent to respective representatives of PARTIES.

30.1 The SELLER shall protect and hold the GOODS and all property of the BUYER GROUP free from

all liens, charges and other encumbrances.

30.2 Upon receipt of a Notice from the BUYER, the SELLER shall discharge or cause to be discharged

all liens, charges or other encumbrances attaching to or upon any materials, goods, equipment,

plant or other items provided by the SELLER GROUP for use for or in connection with the

completion of the work associated with the GOODS, which in the opinion of the BUYER, may

adversely affect the performance of the SELLER’s obligations under the CONTRACT.

30.3 The SELLER shall be responsible for, indemnify, defend and hold harmless the BUYER GROUP

against any and all CLAIMS in respect of liens, charges or other encumbrances irrespective of

negligence and/or breach of duty (statutory or otherwise) of the BUYER GROUP.

30.4 The BUYER may discharge any lien, charge or other encumbrance and may deduct from payment

due to the SELLER or recover by other means as a debt due from the SELLER all costs and

expenses reasonably incurred in so doing.

30.5 If, at any time there should be evidence or any CLAIM for which the BUYER might have become

liable and which is chargeable to the SELLER, the BUYER shall have the right to retain out of any

payment then due or thereafter to become due an amount sufficient to completely indemnify the

BUYER against such lien or claim and if such CLAIM be valid, the BUYER may pay and discharge

the same and deduct the amount so paid from any money which may be or may become due and

payable to the SELLER.

30.6 If any lien or claim remain unsettled after all payments are made, the SELLER shall refund or pay

to the BUYER all money that the latter may be compelled to pay in discharging such lien or claim

including all costs and reasonable expenses. BUYER reserves the right to do the same.

31.1 SELLER shall provide, maintain and pay for such insurance, as will protect replacement value of

GOODS and all its plant, equipment, materials, tools, etc. until GOODS are delivered in

accordance with CONTRACT, and for any insurance for its supervisory or other personnel, who

may be required to travel to and work at the site in India, in the execution of SELLER’s obligations

under the CONTRACT.

31.2 SELLER hereby waives all rights of recovery from BUYER in connection with its properties and

the properties of its personnel while working at site and traveling to and from site.

31.3 In case a damage or loss is observed, BUYER shall inform to SELLER on receipt of GOODS at

DELIVERY POINT and SELLER shall arrange the replacement based on first information received

from the BUYER. It shall, however, be SELLER’s responsibility to pay premium, lodge and settle

the claim and / or any deductibles applicable on claim settlement.

31.4 SELLER shall be responsible for transit insurance for the GOODS.

32.1 To the fullest extent permitted by Law, SELLER shall indemnify, defend, and hold harmless

BUYER, its AFFILIATES, and subsidiary companies or entities, and its and their respective

officers, directors, agents, and employees from and against all claims, liabilities, damages, losses,

costs, and expenses including, but not limited to, attorneys’ fees and costs of court (collectively,

the "Claims"), arising out of, connected with, or alleged to arise from or be connected with any

event or circumstance which occurs or exists, or is alleged to have occurred or existed, in any

way related to the manufacture, delivery, or installation of the GOODS, either directly or indirectly,

including (without limiting the generality of the foregoing) all Claims on account of personal injury,

death, or property loss to SELLER, BUYER, or any other party, including any Claims based upon

or arising out of SELLER’s sole, joint, or contributory negligence or strict liability, except to the

extent that any such Claim arises out of, or is attributable, to BUYER’s gross negligence or willful

32.2 The SELLER shall at all times indemnify and keep indemnified BUYER against all Claims, loss,

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demands, proceedings, charges and expenses, liability of personal injury (including death), and/or

damage omission or default by the SELLER or his representative and arising out of or connected

with the performance of CONTRACT and arising out of non-compliance with the Law.

32.3 The SELLER undertakes responsibility for and shall indemnify BUYER or their employees from

all liability, Claims, costs, expenses, taxes and assessments including penalties, punitive

damages, attorney’s fees and court cost with respect to any breach of the SELLER’s obligation

under the order or for which the SELLER has assumed under any order local or national Law or

33. Employment Liability of Seller

33.1 The SELLER shall indemnify BUYER and shall be solely and exclusively responsible for any

liability arising due to any difference or dispute between him and his employee/ Third Party for the

execution of this contract at any time during/ after the contract period is over. All workmen engaged

by the SELLER shall preferably be on his roll and be paid by him and BUYER shall have no

responsibility towards them.

33.2 The SELLER shall be directly responsible and indemnify the BUYER against all charges, claims,

dues, etc. arising out of disputes relating to the dues and employment of personnel deployed by

33.3 The SELLER shall indemnify the BUYER against all losses or damages caused to it on account

of acts of the personnel deployed by the SELLER.

33.4 The SELLER shall ensure regular and effective supervision of the personnel deployed by him. All

liability arising out of accident and death while on duty shall be borne by the SELLER.

34. Consequential and Indirect Damages

Notwithstanding anything contained elsewhere in this CONTRACT neither party shall be liable for

whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of

use, loss of production, or loss of profits or interest costs.

35. Limitation of Liability

Notwithstanding anything contrary contained herein, the aggregate total liability of the SELLER

under the CONTRACT or otherwise shall be limited to 100% of the CONTRACT VALUE. However,

the aforesaid cap for limitation of liability shall not be limited and the SELLER shall continue to

remain responsible for all liabilities which arise on account of:

(i) Breach of Applicable Laws by the SELLER.

(ii) Gross negligence, fraud, or willful misconduct of the SELLER.

(iii) Infringement of any Intellectual Property Rights of the BUYER.

(iv) Indemnification of BUYER as per Clause 32 of GTC and as specified elsewhere in the

(v) Provisions under Clause 17.2 of GTC.

36.1 The SELLER and/or the SELLER’s PERSONNEL shall not, during the continuance of this

CONTRACT, or at any time thereafter, publish or disclose to any third party, except with the written

consent of the BUYER or by requirement of the Legislation, any information, data or process which

is confidential or of a commercially sensitive nature connected with the business or affairs of the

BUYER which shall come or have come to its or their knowledge in or by reason of the

engagement by the BUYER of the SELLER under this CONTRACT, provided that this restriction

shall not apply to any information.

However, these obligations do not apply to documents for which it can be demonstrated that:

(i) Such documents were already in the public domain before these were communicated to the

other party, or have become part of the public domain since without any fault or negligence of

the PARTY concerned, or

(ii) Such documents were already in its possession without having obtained them directly or

indirectly from the other PARTY, or

(iii) Such documents were obtained from an independent source that had neither direct nor

indirect secrecy commitment to the other PARTY.

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36.2 The experts appointed by the BUYER are not considered as third parties, and for this reason they

have to respect, towards the SELLER, the same obligations as the BUYER in these matters.

36.3 Any document, other than the CONTRACT itself, enumerated shall remain the property of the

BUYER and shall be returned (all copies) to the BUYER on completion of the SELLER’s

obligations under the CONTRACT, if so, required by the BUYER.

37. Publication and Press Announcements

SELLER, either alone or jointly with others, cannot publish material or make press releases or

announcements regarding either this CONTRACT or the activities of the SELLER related to its

participation in this CONTRACT. Such publication shall be subject to prior approval of the BUYER

38. Intellectual Property Rights (IPR) and Trademarks

38.1 All Intellectual Property Rights in all documents including (without limitation) drawings,

transparencies, prints, photographs, negatives, computer files, working notes and books created,

supplied or developed by the BUYER and appertaining to the GOODS shall remain in the BUYER

and the originals and all copies of them shall be delivered to the BUYER on completion of the

work associated with the GOODS and the SELLER shall, if required, certify that none have been

38.2 All documents, drawings, technical know-how, calculations, computer print-outs, computer files,

computer software designs and inventions created, supplied or developed by the SELLER

pursuant to or in the performance of this CONTRACT whether fully or partially completed and

relating to the GOODS shall be the property of the BUYER and the copyright for the same shall be

vested in the BUYER.

38.3 Subject to the BUYER’s rights pursuant to this CONTRACT, the SELLER shall retain all

intellectual property in all documents including (without limitation) drawings, transparencies, prints,

photographs, negatives, computer files, working notes and books and inventions created by the

SELLER prior to this CONTRACT and which shall not have been prepared by the SELLER at the

request of the BUYER or pursuant to a previous contract or arrangement with the BUYER.

38.4 The SELLER shall be responsible for, indemnify, defend and hold harmless the BUYER from and

against any and all CLAIMS, which arise out of, or in any way relate to, any patent, registered

design, copyright, trademark or trade name or any patent application or other proprietary right

asserted by the SELLER, any employee of either of the foregoing or any third party in respect of

any device, apparatus, process or method used by the SELLER in performing its obligations under

38.5 Should the SELLER infringe, or allegedly infringe, any patent, registered design, copyright,

trademark or trade name which delays or prevents the SELLER from carrying out its obligations

under this CONTRACT, the BUYER may treat such cessation or delay to the completion of the

work associated with the GOODS arising there from as a fundamental breach of this CONTRACT

by the SELLER. The SELLER shall be liable for all additional costs incurred by the BUYER

pursuant to its mitigation of the effects of such cessation or delay.

38.6 The SELLER shall promptly disclose to the BUYER all inventions which it may make which are

wholly or in part based on or derived from information arising from the completion of the GOODS.

All rights, titles and interest in and to such inventions shall belong to the BUYER. The SELLER

shall execute or have executed all documents and shall perform or have performed all such acts

as the BUYER may deem desirable or necessary to protect the BUYER’s title to such inventions

and to obtain and maintain patent coverage therein throughout the world.

38.7 Nothing in this contract confers upon the SELLER any right to use trademarks, trade names or

service marks or even otherwise, nor shall any SELLER adopt any trademark which is confusingly

similar to any a trademark of the BUYER.

39. Permits, Licenses, Statutory and Other Requirements

39.1 The SELLER shall obtain at its own risk and expense, all permits, licenses, registrations,

certificates or other administrative authorizations as may be required by any GOVERNMENTAL

AUTHORITY from time to time or may be necessary or incident to the SELLER’s business in the

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jurisdictions where the SELLER has to fulfil its obligations under this CONTRACT.

39.2 The SELLER shall comply with the Legislations and any other requirements, including but not

limited to, those pertaining to Health, Safety and Environment, affecting the manufacture of

GOODS, completion of the work associated with the GOODS, including delivery as per the

39.3 The SELLER shall not under any circumstances apply to, or enter into negotiations with, or agree

with any GOVERNMENTAL AUTHORITY or agency for acceptance of variations from or revisions

to Legislation without the BUYER’s prior written consent, except to the extent such matters pertain

only to the SELLER’s equipment and the SELLER’s PERSONNEL, which do not and cannot

directly or indirectly affect the BUYER’s legal obligations, equipment, sites or personnel.

40. Force Majeure

40.1 Neither PARTY shall be responsible for any loss or damage of any kind caused by a failure or

delay in performance of any obligation hereunder if such failure or delay is attributable to FORCE

40.2 For the purposes of CONTRACT only the following occurrences shall be deemed to constitute

(i) Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), act of

terrorism, civil war, rebellion, revolution, insurrection of military or usurped power;

(ii) Earthquake, flood, drought, earthquake, cyclone, fire, explosion and/or other natural physical

disaster, but excluding weather conditions as such, regardless of severity;

(iii) Changes to any general or local statute, ordinance, decree, or other LAW, or any regulation

or bye- law of any local or other duly constituted authorized or the introduction of any such

statute, ordinance, decree, law, regulation or bye-law.

(iv) In case of Epidemic / Pandemic declared for particular area(s) wherein PARTIES are unable

to perform its obligations under the CONTRACT.

40.3 The SELLER shall not under any circumstances be relieved or excused from its obligation to

perform to the extent that the cause of such failure or delay in performance is caused by:

(i) Unfavorable weather conditions which are reasonably expected for the climate in the

geographic area where the work is to be performed; or

(ii) Any delay, default or failure (direct or indirect) by the SELLER in obtaining materials,

equipment or manpower required for performing any work; or

(iii) Financial distress of the SELLER; or

(iv) Strikes, disputes or other action solely among employees of SELLER or its sub-

SELLERs or SELLER/sub-SELLER of the SELLER; or

(v) Mechanical breakdown.

(vi) Shortage of labour, materials or other resources unless caused by circumstances which are

themselves force majeure in nature.

40.4 A PARTY, which is, by reason of FORCE MAJEURE, unable to perform any obligation or condition

required by this CONTRACT to be performed shall notify the other PARTY in writing within

hours, giving reasonably full particulars of the event or circumstance of FORCE MAJEURE, from

the date of commencement of the event or circumstance and an estimate of the period of time

required to enable it to resume full performance of its obligations.

40.5 The obligations of the PARTIES under this CONTRACT to the extent performance thereof is

prevented by the event of FORCE MAJEURE shall be suspended and the PARTIES shall not be

liable for the non-performance thereof for the duration of the period of FORCE MAJEURE.

40.6 If the performance of the SELLER is suspended by FORCE MAJEURE conditions for 2 (two)

weeks or more, then BUYER may, at its sole discretion, terminate this CONTRACT with

immediate effect either in whole or in part at any time thereafter by giving notice thereto.

41. Suspension of Contract

41.1 BUYER may suspend performance of the contract/Order at any time, in whole or in part (if

possible), by giving an advance 15-day written notice (notice of suspension). Vendor shall, after

receipt of notice of suspension, suspend immediately the supplies of Goods and reduce the

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expenditure, if any, to a minimum level as agreed between the parties.

41.2 Upon suspension of the performance of supplies, the Vendor shall be entitled to the

reimbursement of the costs which shall have been incurred before the date of such suspension.

However, the total reimbursement shall be restricted to the contract/Order price.

41.3 By fifteen (15) days prior notice, BUYER may request the Vendor to resume the performance of

the supplies, without any additional cost to BUYER.

41.4 If the period of suspension of the supplies exceeds six months, either party shall be entitled to

terminate the Contract/Order according to Clause 42.3.

42. Termination

42.1 Termination for Default/Breach of the Contract/Order

(a) The Purchaser may, without prejudice to any other remedy for breach of Contract/Order, by

written notice of default sent to the Supplier, terminate the Contract/Order in whole or in

(i) If the Supplier fails to deliver any or all of the Goods within the time period(s) specified in

the Contract/Order; or

(ii) If the Supplier fails to perform any other obligation(s) under the Contract/Order, and

(iii) If the Supplier, in either of the above circumstances, does not cure his failure within a

period of 30 days (or any such period as the Purchaser may authorize in writing) after

receipt of the default notice from the Purchaser.

(b) In the event the Purchaser terminates the Contract/Order in whole or in part, pursuant to

Clause no. 42.1(a), the Purchaser may procure, upon such terms and in such manner as it

deems appropriate, goods similar to those undelivered and the Supplier shall be liable to

the Purchaser for any excess costs for such similar Goods. However, the Supplier shall

continue performance of the Contract/Order to the extent not terminated.

(c) In case of termination of Contract/Order herein set forth (under Clause 42.0) [except under

conditions of Force Majeure (under Clause no. 40.0), Convenience (under Clause no.

42.3)], the Purchaser is entitled to put Supplier under Holiday as per provisions of

“Procedure for Evaluation of Performance of Vendor/ Supplier/ Contractor”.

42.2 Termination for Insolvency

In the event, the Vendor or its collaborator at any time during the term of this Contract/Order

becomes insolvent or makes a voluntary assignment of its assets for the benefit of creditors or is

adjudged bankrupt by the court of competent jurisdiction, then the Owner shall be entitled to

terminate this Contract/ Order, by giving a notice in writing, and all the rights and privileges of

Vendor shall stand terminated with immediate effect after two (2) weeks of receipt of said notice

by the Vendor/ Supplier.

42.3 Termination for Convenience including short-closure

(i) The Purchaser may, by written notice/communication to the Supplier, may short-close/

terminate the Contract/Order, in whole or part, at any time for his convenience. The notice/

communication to the Supplier shall specify that short-closure/termination is for the

Purchaser’s convenience, the extent to which performance of work under the Contract/Order

is short-closed/terminated and the date upon which such short-closure/termination becomes

(ii) The Goods that are complete and ready for shipment within 30 days after the Supplier’s

receipt of notice/communication of termination/short-closure shall be purchased by the

Purchaser at the Contract/Order terms and prices. For the remaining Goods, the Purchaser

(a) To have any portion completed and delivered at the Contract/Order terms and prices, and /or

(b) To cancel the remainder and pay to the Supplier an agreed amount for partially completed

Goods and for materials and parts previously procured by the Supplier.

42.4 Termination of Contract/ Order for Corrupt/Fraudulent/Collusive/Coercive Practices and

Non-Performance

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If the Bidder/Supplier is found to have indulged in Corrupt/Fraudulent/Collusive/Coercive

practices, the Contract/Order shall be terminated and the Bidder/Supplier shall be banned for

future business with BUYER.

• The Contract/Order shall be deemed to have been automatically terminated on the expiry of the

term of the Contract/Order, unless the same is terminated before the same in accordance with

the other provisions of the contract/Order and unless the Owner has exercised its option to extend

this Contract/Order in accordance with the relevant provisions, if any, of this Contract/Order.

42.5 Termination on account of Force Majeure

• Either party shall have the right to terminate this Contract/Order on account of Force Majeure, in

accordance with Clause no 40.0 of this GTC.

43. Repeat Order