Development of 2 types of LVDT

TERMS FOR TECHNICAL BID (DO NOT MENTION PRICE)

Tender Number: LRU/MK1A27I-3/1

Due date : 11-19-24

Design, Development and Qualification of Pilot Command Sensors Roll LVDT and Pilot Command Sensors Yaw and Pitch LVDT

Name of the Bidder

Quote reference

Table-1: List Of Parts

Sl. No. Part Number Part Description Sample Quantity for Flight test Compliance (To be filled by bidder)

1 IND/D44416 Pilot Command Sensor Roll LVDT 4

2 IND/D44417 Pilot CommandSensor Yaw, Pitch LVDT 8

3 IND/DEV OF LVDTS Development of Pitch, Roll and Yaw LVDTs 1 set

Table-2: Technical Terms, vendor should comply with the following points

Sl. No. Terms and conditions for development of Pilot Command Sensors Roll LVDT and Pilot Command Sensors Yaw and Pitch LVDT for LCA Aircraft Desirable/Essential Compliance Yes/No

1 SCOPE a) Vendor's scope involves design and development of LVDTs as shown in Table-1 above, Manufacturing of Qualification Test Units, preparation of test schedule documents, qualification testing and obtaining flight clearance certification from CEMILAC/RCMA(A/C) as per the attached Technical specification Ref No. HAL/ARDC/LCA/FCS/094, Issue: Nil, Dated 09/01/2023, other applicable MIL/ISO Standards and supply of flight test units as per Table-1 above for ground integration and flight trials on LCA Aircraft. Obtaining provisional Clearance (and/or) type approval from Indian Certifying agencies (CEMILAC). The vendor is also responsible for bulk production of the units and its supply to LCA Aircraft program after successful development and type approval. Essential

b) Vendor needs to obtain PDR (Preliminary Design Review), CDR (Critical Design Review), Drawings, QTS (Qualification Test Schedule), ATP (Acceptance Test Procedure) approvals from RCMA (A/C) before starting and during the development of units as applicable. Essential

c) Qualification Test (QT) units needs to be developed which meets the requirement as per approved QTS. Essential

d) Suggestions and improvement provided by certifying agency during QT unit samples needs to be incorporated and amendment to applicable documents to be done by the vendor for subsequent items. Essential

e) vendor should obtain flight clearance from HAL and applicable Indian certifying agencies after approval of Qualification Testing before supplying the flight testing units. Essential

f) After Qualification Test clearance and obtaining flight test clearance certificate vendor needs to manufacture further Units for Flight trials as per the samples indicated in Table-1 above. Essential

g) Total units to be developed for Qualification Testing requirement will be as per sampling plan approved by RCMA through Qualification test schedule document. Flight trial units as per Table-1 above. Future production supply units shall be as required by the customer (HAL) with separate production supply order. Essential

h) The LVDT Units (indicated above Table-1) of 2 line items to be developed as a package of both the lines with supply of individual units as per Table-1 above. Essential

2 Technical Capability of Vendor a) Vendor should have the experience in Design and development of similar type of products in aerospace field and shall provide documentary evidence for the same. Essential

b) Vendor should have prior experience in Aerospace products development and Knowledge on CEMILAC and DGAQA approval procedures. Essential

3 Before placement of PO a) The technical details of LVDTs are provided with the RFQ, any clarifications/physical demo (without stripping of the item) will be available for study at LCA-Tejas Division after hosting of tender. Desirable

b) Technical presentation to be made and presented by the vendor at HAL to the HAL Technical Evaluation Committee (TEC), after opening of the technical bid (Before opening of the commercial bid). Vendor's technical capability will be assessed by HAL Technical Evaluation Committee based on the presentation. Essential

c) While Technical presentation vendor needs to present the understanding of product, design approach, basic design concept, understanding of qualification and certification requirements of the product as per the Technical specifications. And also availability of vendors in house facilities related to this product in order to assess the vendors technical capabilities. Technical presentation should include vendor's experience and capabilities related to the product and developmental activities. Essential

d) If the vendor is not registered with HAL LCA Tejas Division, they should get registered with the Division before placement of Purchase Order for the job intended to be carried out. If vendor is registered with any of the other HAL Division, then documents to be furnished in their bid as a proof of evidence to register themselves in LCA Tejas Division. Essential

4 After Placement of PO a) Vendor needs to conduct PDR (Preliminary design Review), CDR (Critical Design review) and obtain clearance from Indian certifying agency (RCMA (A/c) and HAL. Essential

b) Vendor has to prepare Drawings, QTS/QTP (Qualification Test schedule/ Qualification Test Procedure), ATP (Acceptance Test Procedure) and get approval from RCMA (A/c) in coordination with HAL after placement of PO and before the Commencement of Qualification Test (QT). Essential

c) Develop the detailed drawings for the production of the LVDTs incorporating all technical requirements as per the technical specifications and material specifications. Essential

d) Vendor has to provide the design analysis reports to justify the design meeting the requirements of Technical specification and Qualification test requirements. Design & drawings with details of material specifications to be approved by HAL & RCMA (A/c). Essential

e) One sample unit (Engineering unit) of each LVDT needs to be fabricated by vendor after PDR and before CDR for fitment and functional test to ensure the adequacy of design before proceeding further developmental activities. Essential

f) Vendor shall initiate fabrication of Qualification Test (QT) units only after approval of CDR, Drawings from RCMA (A/c). Kit of Parts for Qualification Test units are to be approved by HAL QC and RDAQA. And also clearance to be obtained from QC of LCA-Tejas division on QMS (Quality Management System) audit. Essential

g) QT Units Quantity has to be Fabricated as per the sampling plan of RCMA(A/C) approved Qualification test schedule document and the QT Units are part of development cost. After the evaluation of the QT Units, if any changes/improvements proposed by HAL and certification agencies need to be incorporated in the further samples and future supply units. Essential

h) Vendors may get familiarized with latest IMAP-2023 and IMTAR-21, version 2.0 (available in CEMILAC website) for RCMA/CEMILAC approval and AQA directives for DGAQA approval which would aid in preparing the QTS and QTP documents and qualifying the products and obtaining the certification. Desirable

i) Import sample parts will be provided to the vendor based on the availability of unserviceable units with HAL after PO Placement. Providing import sample units are not mandatory. Essential

5 Deliverables a) Flight test units as per Table-1 above with compliance matrix w.r.to QTS and Flight clearance certificate from RCMA(A/c). Essential

b) Any additional samples if required as per Table-1 above (with compliance matrix w.r.to QTS) of LVDT's after clearance of Qualification Test. Essential

c) vendor has to provide Provisional Clearance and Final clearance type approval certificates from RCMA/CEMILAC, RCMA coordinated Qualification Test schedule (QTS), Standard of preparation (SOP) of the LVDTs, Component maintenance manual (CMM), RCMA Approved Part drawings, Installation drawings, Installation Manual, Hazard Analysis report, Reliability Analysis report, Electrical Interconnection diagram (ICD of Electrical & Mechanical), FMECA data sheets & Packaging documents. Essential

d) Qualification Approval Plan (QAP) needs to be prepared in concurrence with HAL and get it approved by ORDAQA, Airworthiness certification Plan (ACP) needs to be prepared in concurrence with HAL and get it approved by RCMA. and Manufacturing Process Document needs to be prepared and submitted for concurrence of HAL/ Certification agencies. Essential

e) Vendor has to provide sample test pieces of raw materials for material testing and confirmation whenever required for verification of quality. Essential

6 Delivery schedule T0= Placement of Purchase Order Essential

a) PDR:- T0+2 months

b) CDR including QTS & ATP:- T0+ 4 months

c) Qualification Test units (QT Units) Development and approval (Kit of Parts clearance):- T0+8 months

d) Qualification Testing and obtaining flight clearance after QT:- T0+14 months

e) Supply of flight test samples (as per Table-1 above) meeting the approved QTS requirements along with flight clearance certificate :- T0+16 months

f) Obtaining Provisional clearance for use on production Aircraft after successful flight test T1+3 months (Completion of flight test = T1)

7 General Terms a) The Percentage (or) value of import content with respect to the value of production. The Indigenous Content needs to be min of 50% on cost basis. Essential Indicate the Approximate Indigenous Content (%): ---------------

b) Quotation should have details like Part No., Description, Unit cost, Development cost etc. Quotation received without above details & completely filled response without signed/stamped by the vendor, liable for technical rejection without any further correspondence in this regard. Essential

c) Necessary coordination from LCA Tejas Div., HAL shall taken up by the vendor while interacting with certifying agencies like RCMA/DGAQA & HAL Design. Desirable

d) Vendor has to incorporate the changes recommended by HAL, RCMA & RDAQA during the development of both the LVDTs to meet the technical specification which is required to qualify LVDTs for airborne application. Essential

e) Whenever vendor calls for stage inspection and Pre Dispatch Inspection (PDI), vendor should prepare their Inspection report and submit the same along with the call letter for all the stages of Inspection. Essential

f) Vendor to furnish stage Inspection/PDI call to HAL at least one week in advance in case of local vendor and Two weeks in advance for outstation vendors (within India) in order to plan the Inspection activities. Desirable

g) HAL is the owner of Intellectual Property (IPR) generated during the project including rights of sale and after-sale service of the item developed. Essential

h) vendor needs to indicate any special tools/jigs/fixtures required for fabrication or testing, calibration and modality of transferring them to HAL in case the vendor is unable to support requirement in future for whatever reason. Essential

i) Vendor shall take full responsibility for successful integration, proving and qualification of the product for LCA Aircraft for this purpose vendor under takes to send to HAL (without any cost to HAL), technical personnel required by HAL / airworthiness authorities during the integration and testing phases. Essential

j) The Purchase order / Contract shall have an option Clause wherein HAL can exercise an option to procure additional Quantity in accordance with the same Terms and Conditions of the present contract with appropriate escalation factor / CAP. The option clause shall be applicable within the validity of the contract. Essential

k) Vendor should provide single point contact of concern design/Manufacturing team to Indigenization/DLE Dept of LCA Tejas Div. for interaction about the status, progress of the project and technical discussions etc. Essential

l) HAL reserves the right to disqualify any bidder should it be so necessary at any stage on grounds of National security. Respondent would be disqualified if they make false, incorrect, or misleading claims in their response to this RFQ. Essential

m) Vendor should not supply these parts to any other organization other than HAL without the written consent of LCA Tejas Division, HAL during and after the project of LCA program. Essential

n) HAL reserves the right to visit your company facilities / manufacturing plant and your customers plant with prior notice to assess the reliability of data / information provided during proposal, development and production supply stages. Essential

o) HAL reserves the right to cancel the request of RFQ and / or invite afresh with or without amendments to this request for RFQ, without liability or any obligation for such request for RFQ and without assigning any reason. Essential

8 Programme Management a) Within two (2) weeks of effective date of contract (To), vendor and HAL agree to identify their respective designated “program managers” for the period of the contract, in order to ensure effective implementation of all the agreed provision of the contract. Essential

b) All decisions relating to the planning and execution of the project is concerned shall rest jointly with HAL and vendor. The role of HAL’s program manager (Representative from DLE/Indigenization Department of LCA Tejas Div., HAL) shall be to monitor progress versus schedule, provide technical and operational inputs to the program, review and approve all technical documents that may be submitted by vendor within the scope of the contract, coordinate activities at user site, facilitate final acceptance tests in accordance with the mutually agreed, and release all compliance certificates. Essential

c) Within a week of effective date of contract (To), vendor shall prepare and submit a detailed project schedule to HAL bringing out all the activities involved in the project in the format used by the vendor as per its quality management system (QMS). vendor shall revise and update the project schedule to accommodate changes, as and when considered necessary. Desirable

d) In the event of any disagreement between the program manager of vendor and that of HAL with regard to action to be taken, there will be mutual discussion between the parties and corrective action shall be taken as appropriate. Essential

e) Necessary reviews on mutually agreed intervals shall be held by vendor and HAL. Desirable

f) All expenses for project/ program management activities like participation in all the technical reviews shall be met by individual parties for their respective representatives for lodging, travel etc. Essential

9 Packaging To ensure appropriate packaging (including transportation box) is made to deliver the finished component. The package will indicate Product Name, Part No, Year of Manufacturing, Storage conditions and Accessories supplied along with the unit indicated in a separate packing slip duly endorsed by Vendor dispatch Inspection. Essential

10 Quality Terms a) Vendor should have minimum ISO 9001 latest or AS (Aeronautical Standard) certification. Copy of the valid certificate of ISO 9001 latest or AS to be submitted along with RFQ. Essential

b) For Indigenized Raw Material, Vendor shall submit the Valid Type Approval. For Imported Raw Material, Vendor shall submit the CoC from OEM, Mill Certificate and Mill Test reports. All the Raw Material Batches procured by the Vendor used for this project, shall be checked and certified in the NABL Laboratory for the confirmation of the Specification (like chemical, Mechanical properties etc.) as per the requirement. Essential

c) Process facilities like heat treatment, surface protection etc. of the manufacturing firm or the outsourced firm shall be NADCAP approved / DGAQA approved. Essential

d) All the test facilities of the manufacturing firm or outsourced firm shall be NABL approved. NDT shall be carried out by ASTN/ ISTN Level II / Level III or NAS 410 certified personnel. Certificates of personnel carrying out NDT shall be provided. Essential

e) All the materials used should be airworthy materials. All the electronics/electrical/standard parts etc. item used should be MIL/airworthy approved items. Essential

f) Wherever required, the testing needs to be carried out in the NABL/NADCAP/AFQMS/DGAQA/RCMA/CEMILAC certified labs (with as on date validity) as applicable. Essential

g) Vendor shall allow auditing their facility for QMS practices followed by HAL team initially and later by ORDAQA/RCMA representatives if required. Essential

h) To prepare the essential documents like Technical specification (If required), Bill OF Material (BOM), Drawing applicability list (DAL), QTP and ATP wherever applicable as per the requirement of MIL-STD/JSS / AQA directive/CEMILAC directive etc. for QT units, flight test units and as well as for the subsequent items. Essential

i) Special processes shall be approved and demonstrated to HAL QC as well as DGAQA representatives. Vendor shall carry out all necessary tests for the special process as per MIL standard. or as stipulated by HAL QC and produce the reports for QT units, flight test units and as well as for the subsequent items. Essential

j) It will be deemed to be an undertaking by the vendor that they have fully acquainted themselves with various drawings/ specifications/ standards thereof. The vendor shall be considered to have agreed to all requirements, unless specific exceptions are clearly stated. Such exceptions must include justification for exceptions taken. Vendor exceptions or conditions are not binding on HAL unless specifically agreed in writing by HAL. Essential

k) To ensure that, tools and testers used for fabrication of parts for both QT units, flight test units and as well as for the subsequent items are duly calibrated by agencies preferably with NABL accreditation or traceable to National or International standards. Vendor shall maintain valid document or approval, traceable to NABL/NADCAP/Govt. approved agencies for personnel and facilities for carrying out regular operations or special processes. During the process of manufacturing /fabrication, necessary process/method sheets including any tools/fixtures used shall be documented and to be available for scrutiny/traceability. Essential

l) To indicate vendor's own methodology of identifying traceability of the finished product by appropriate identification label with their Logo along with HAL Logo. The component shall accompany certificate wherever applicable. All the related documents shall be endorsed by vendor QC, HAL QC and by Regulatory authorities in duplicate. Essential

m) The inspection reports like records of Conformity, dimensional report, test reports etc. shall be produced by the vendor duly certified by vendor's inspection & HAL inspection wherever applicable, along with finished product also for raw materials/Components used for manufacture of parts. Such documents are to be maintained and supplied with supplies to HAL. Essential

n) The documents generated during the process of execution of Purchase order shall be preserved for a minimum of 5 years from the date of supply of items and is auditable at any point as a part of Defect investigation of component. Essential

o) In the event of rejection of a component at various stages of testing or sub assembly, vendor shall investigate the cause of the rejection along with HAL QA and shall immediately commence corrective action as applicable to HAL. The vendor shall submit the corrective action in corrective action response (CAR) format. Essential

p) No part of the work shall be outsourced to sub-vendor by the main vendor without the written consent of HAL. Essential

q) HAL have the right to carry out spot/snap, Audit/Inspection, at any point of the time to verify the traceability of material, storage of material, machines/Equipments used, Quality system adopted and processed followed for realization of the product. The decision on observations/acceptance at any point of time by HAL inspection is final. HAL inspection has the right to accept or reject the product based on testing & documents produced. Essential

r) The purchase order is liable to be cancelled if vendor is found violating the specified Quality Terms and further, the loss due to this shall be borne by the vendor. Essential

HINDUSTAN AERONAUTICS LIMITED AIRCRAFT DIVISION, BANGALORE COMPLEX POST BAG NO. 1788, VIMANAPURA POST, BANGALORE-560 017 INDIA Phone: +91 80 22321585, Fax +91 80 22315188 Web Site: www.hal-india.com

Tender Ref No. A/AP4/1421-6408/1

Scope of Supply Supply, Installation, Commissioning, Prove Out & Training of following at Aircraft Division, HAL, Bangalore: a) Flaring Machine (Along with Tooling Accessories) b) Beading Machine (Along with Tooling Accessories) c) Squaring & Deburring Machine (Along with Tooling Accessories)

Tenderer / Bidder Details

1 Name of the Tenderer / Bidder M/s.

2 Nature of Organization (Govt. / Public Limited Co. / Pvt. Limited Co. / Partnership / Proprietary)

3 Address of Registered Office

4 Address in Bangalore

5 Whether the bidder is OEM for the offered Equipment / items.

If not OEM, then, please confirm the business understanding between the bidder and the OEM (like autherized dealer, channel partner, etc.). Copy of relevant dealershipm certificate must be submitted with their technical bid to prove the same.

6 Contact Person & Designation with Mobile No.

7 Telephone No.

10 Please confirm whether the bidder is Unregistered / Registered / Composition Scheme in GSTN

11 GSTIN No. (Copy to be Submited)

12 PAN No. (Copy to be uploaded)

13 Whether the Bidder is MSE as per MSMED Act (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

UAM No. (Copy to be submitted with your tender)

Whether the MSE is owned by SC/ST? (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

Whether the MSE is owned by Woman Enterpreneur? (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

14 Pl. indicate whether the bidder is blacklisted or delisted. (Bidders who are blacklisted or delisted from any PSU / Govt. Departments will not be eligible to participate for bidding)

15 Whether the Bidder is a Registered Vendor with any of the HAL Divisions.

If 'Yes', please confirm the name of HAL Divisions where you have registered and provide the details such as Vendor Registration No. & Category and UPLOAD related documents to support your claim.

16 Pl. confirm the adress to which PO to be placed in the event of acceptance of your tender after bid evaluation.

17 Please upload your Bank details in NEFT/RTGS/ECS format (Annexure-4) duly authorized by concerned Branch Manager of the Bank and submit the same with a cancelled cheque.

HINDUSTAN AERONAUTICS LIMITED Integrated Material Management - Purchase Dept. LCA Tejas Division Marathahalli Post, Bangalore – 560037, India Ph : 91 80 2232 3626 Web Site: www.hal-india.com

Tender Ref No.: LRU/MK1A27I-3/1

Tenderer / Bidder Details

1 Name of the Tenderer / Bidder M/s.

2 Nature of Organization (Govt. / Public Limited Co. / Pvt. Limited Co. / Partnership / Proprietary)

3 Address of Registered Office

4 Address in Bangalore

5 Contact Person & Designation with Mobile No.

6 Telephone No.

8 Please provide the GeM Seller ID (applicable for Indian Vendors)

9 Please confirm whether the bidder is Unregistered / Registered / Composition Scheme in GSTN

10 GSTIN No. (Copy to be Submited)

11 PAN No. (Copy to be uploaded)

12 Whether the Bidder is MSE as per MSMED Act (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

UAM No. (Copy to be submitted with your tender)

Whether the MSE is owned by SC/ST? (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

Whether the MSE is owned by Woman Enterpreneur? (If Yes, pl. attach the relevant document to prove the same in the Technical Bid)

13 Pl. indicate whether the bidder is blacklisted or delisted. (Bidders who are blacklisted or delisted from any PSU / Govt. Departments will not be eligible to participate for bidding)

14 Whether the Bidder is a Registered Vendor with any of the HAL Divisions.

If 'Yes', please confirm the name of HAL Divisions where you have registered and provide the details such as Vendor Registration No. & Category and UPLOAD related documents to support your claim.

15 Pl. confirm the adress to which PO to be placed in the event of acceptance of your tender after bid evaluation.

16. BIDDER BANK DETAILS Bank Account No.

Name of the Bank

Type of Account

PRICE BID Annexure-B

Tender Number: LRU/MK1A27I-3/1 Tender date: 10-29-24

Due date : 11-19-24

Design, Development and Qualification of Pilot Command Sensors Roll LVDT and Pilot Command Sensors Yaw and Pitch LVDT

Name of the Bidder

Quote reference

Sl No. Part Number Part Description Quantity (Q) Delivery Lead time Unit cost in INR (b) (Including of Taxes/GST as applicable ) Total Cost in INR HSN code Taxes / GST rate in % Envisaged Future QTY Requirement (q) Unit of Measure Per Unit cost (Future production supply after successful development and approval) in INR (a) (Including of Taxes/GST as applicable ) Estimated Future QTY Cost (c)=(a)x(q) (Including of Taxes/GST as applicable)

Mar-28 Mar-29 Mar-30 Mar-31 Mar-32 Mar-28 Mar-29 Mar-30 Mar-31 Mar-32 Mar-28 (P1) Mar-29 (P2) Mar-30 (P3) Mar-31 (P4) Mar-32 (P5)

1 Development cost Development of Pitch, Roll and Yaw LVDTs 1 T1 + 3 months 0 Not Applicable

2 IND/D44416 Pilot Command Sensor Roll LVDT 4 T0 + 16 months 0 116 116 116 48 20 Number 0 0 0 0 0

3 IND/D44417 Pilot Command Sensor Yaw and Pitch LVDT 8 T0 + 16 months 0 212 212 212 96 40 Number 0 0 0 0 0

Total Cost of Development along with samples (S1) 0 Total: 0 0 0 0 0

Total of 5years future QTY estimated Cost (T1) =(Total of P1+Total of P2+Total of P3+Total of P4+Total of P5) 0

Grand Total (G1) (Including of Taxes) =Total Cost of Development along with samples(S1)+Total of 5years future QTY estimated Cost(T1) 0

The Percentage (or) value of import content with respect to the value of production ( if any) Note: The Indigenous Content needs to be more than 50% on cost basis

Note: 1) The L1 vendor will be selected based on the Cost of Grand Total (G1). 2) The future 5 years quantity (Envisaged Future QTY Requirement) provided in this Price bid is only an envisaged quantity and there is no firm order commitment from HAL. 3) Development cost (Sl. No.1 above) should Include design and development cost, Engineering unit cost, Qualification Test units cost as per qualification Test Schedule (QTS) requirement, Qualification Test (QT) cost, Documentation and Certification cost and NRC cost etc. 4) The No. of QT units for testing is as per QTS sample plan and this cost is part of developmental cost, vendor has to estimate the sampling plan based on attached technical specification and quote the price bid accordingly. 5) Unit cost of the Products (Sl. No.2 & 3 above) for supplying of units for Flight testing purpose after successful QT and obtaining flight test clearance from certifying agencies (CEMILAC / RCMA(A/C). 6) Vendor should submit the Price Bid as per above format only. 7) T0 is the date of placement of Purchase Order, and T1 is the date of completion of flight test. 8) Cost of flight testing if any during development trials is under the scope of HAL. 9) The tender will be evaluated on package basis only as per Price Bid format (Annexure-B) by taking into account of the total cost of development of 02 line items along with flight test unit cost and the total estimated cost of future 5 years envisaged quantity. * The future 5 years quantity provided in the Price Bid is only an envisaged quantity and there is no firm order commitment from HAL.

COMMERCIAL TERMS & CONDITIONS (Indian) Annexure-C

Sl. No. Description Compliance (To be filled by the Supplier)

1 Price: The contract prices will be firm and fixed as per contract terms till execution of contract and exclude subsequent claims or price increases of any kind. The bidder is required to indicate prices against individual items. a) Price quoted should be on F.O.R. Destination basis, for delivery at HAL Stores inclusive of all charges including transit insurance. b) Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees. c) Tenderers should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

2 Terms of Payment: In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by Electronic Bank Transfer (ECE/RTGS) or any other latest Electronic Payment remittance mode. Payment on each delivery will be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods Applicable for MSMEs & Start-Ups: That 15% (of the basic price) interest free Advance will be payable against BG of equivalent amount and balance 85% will be paid within 30 days of receipt and acceptance at our stores. In case advance is not sought, 100% payment will be made within 30 days of receipt and acceptance at our stores.

3 Taxes: GST percentage (IGST/ CGST & SGST) to be considered as per HSN applicability.

4 Validity of the Quotation: Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 120 days from the closing date of enquiry and the materials of offered should be perfectly kept under provisional reservation for this quotation.

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

6 WARRANTY: Warranty shall be for a period of twenty four calendar months, after the goods have been taken over by HAL, the contractor shall be responsible for any defects that may develop due to faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes necessary for the contractor to replace or renew any defective portion of the goods the contractor shall make such replacement or renewal without any extra cost to HAL. During warranty minimum uptime of 95% shall be ensured failing which warranty period shall deem to be proportionately extended. During warranty period equipment shall be replaced/repaired free of cost including any to & fro freight/insurance involved. Supplier shall attend to warranty calls within 7 days’ notice.

7 Post-Warranty Service: Arrangements for after sales service and maintenance (authorized service centre) in India on site during warranty & post warranty period should be clearly indicated providing with name, address, phone, Mob no, email Id of the contact person, infrastructure along with spare parts inventory held by your Authorized Technical Service Center. The Vendor to indicate the validity period of authorization for the technical service center

8 UPGRADES/ MODIFICATION: Any upgrades/ modification of assembly, components & equipment take place during the contractual period, then the same should be informed to HAL from time to time for implementation and updating on our system.

9 Cost of flight testing if any during development trials is under the scope of HAL

10 The tender will be evaluated on package basis only as per Price Bid format (Annexure-B) by taking into account of the total cost of development of 02 line items along with flight test unit cost and the total estimated cost of future 5 years envisaged quantity. * The future 5 years quantity provided in the Price Bid is only an envisaged quantity and there is no firm order commitment from HAL.

11 Import Content: In case the item/product offered by Indian vendor has import content, then the value of import content shall be indicated as per the attached formats (in FE/ INR as the case may be). IC Content needs to be reported as per the Defence Acquisition Procedure, DAP 2020

12 Supplier to confirm whether the subject Part(s) are repairable or not.

13 Supplier to confirm whether Re-lifing is possible or not. If possible, mention the new life.

14 Submission of Tender: The bidder is required to submit bids directly to HAL as per the mode of submission indicated in the RFQ covering page.

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

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

18 Receipt & Despatch: The Vendor is responsible for obtaining a clear receipt from the Transport Authorities specifying the goods dispatched. He will not book any consignment on a said to contain’ basis. If he does so, he does it on his own responsibility. HAL will take no responsibility for short deliveries or wrong supply of goods when the same are booked on said to contain’ basis. HAL shall pay for only such stores as are actually received by them in accordance with the contract

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

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

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

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

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

24 The details about parts/sub assembly/assembly made/assembled in the countries sharing the Indian border is to be shared in advance.

25 Chinese Origin items should not used to fabricate/ manufacture/ assemble in the detailed part

26 Latest applicable AQA directives and latest applicable IMAP clauses are to be followed

27 Exit Clause: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 1 months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 3 years. ii) If there is change in Buyer requirement, contract shall be terminated with 1 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 3 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 3 months. v) Based on the decision of the Arbitration Tribunal

28 Termination for Default of Seller or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Supplier, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Supplier is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Supplier without prior permission of HAL. g) If the performance of the Supplier is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Supplier will be allowed.

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

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

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

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

33 Bribes and Gifts: Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or his parties, agent or servant or any one on his or their behalf to any officer, servant, representative or agent of HAL or any person on his or their behalf in relation to the obtaining or to the execution of this or any other contract with HAL shall in addition to any criminal liability which the Vendor may incur, subject to the Vendor to the cancellation of this and all other contracts with HAL and also to payment of any loss or damage resulting from any such cancellation thereof. Any question or dispute as to the commission of any offence under the present clause shall be settled by HAL in such manner and on such evidence or information as they may think fit and sufficient and their decision shall be final and conclusive.

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

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

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

37 Settlement of Disputes and Arbitration: (Clause is applicable to organizations other than PSUs/ DPSUs) Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration.

Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/ outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

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

39 MSE Policy: The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996 HAL is registered on TReDS platform (Trade Receivable Discounting Systems), as being promoted by GOI directives. It is suggested that all the MSME Vendors to take note of the same and consider for registration on any TReDS platform and avail the platform services which is being made available as per Government initiative.

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

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

42 Confidentiality: The Supplier shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The Purchaser shall hold confidential technical data and information supplied by the Supplier or on behalf of the Supplier and shall not reproduce any such technical data or information or divulge the same to any third party without prior written consent of the Supplier except as far as may be necessary for either party to carry out its obligations under this Contract. In the development orders, where technical inputs/assistance is provided to the vendors, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items. For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/ Supplier shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/Contractor/Supplier agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/Contractor/Supplier should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Contractor/Supplier shall be treated, as a material breach of this Tender/Contract/Agreement. The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

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

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

45 Repeat Order: HAL reserves the right to place repeat Order up to 100% of the value of the original order (statutory levies shall be paid as applicable) within 12 months from the date of completion of the original order. The prices, terms and conditions of the repeat order shall be the same as that of the original. However, placement of repeat order is not guaranteed and this will be at the sole discretion of HAL. “Repeat Order can be placed by any Division/Office of HAL including the Division/Office which has originally placed the purchase order.

46 Penalties for Misdemeanors: Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Supplier directly or through an agent has committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following: a) If Bidder/s bids are under consideration in any procurement: Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. Calling off of any pre-contract negotiations, and; Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded: Termination of Contract for Default and availing all remedies prescribed thereunder; Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement; Recovery of payments including advance payments, if any, made by the HAL along with interest thereon at the prevailing rate; c) Remedies in addition to the above: In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it shall be lawful on his part to: File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; Initiate proceedings in a court of law against Bidder or any of its successors, under the Prevention of Corruption Act, 1988 or the Indian Penal Code or any other law for transgression not addressable by other remedies listed in this sub-clause. Remove Bidder or any of its successors from the list of registered suppliers for a period not exceeding two years. Suppliers removed from the list of registered vendors or their related entities may be allowed to apply afresh for registration after the expiry of the period of removal. Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. Debar a bidder/ Supplier from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

47 Conflict of Interest: Any bidder having a conflict of interest, which substantially affects fair competition, shall not be eligible to bid in this tender. Bids found to have a conflict of interest shall be rejected as nonresponsive. A bidder in this Tender Process shall be considered to have a conflict of interest if the bidder: a) directly or indirectly controls, is controlled by or is under common control with another Bidder; or b) receives or have received any direct or indirect subsidy/ financial stake from another bidder; or c) has the same legal representative as another bidder for purposes of this bid. A Principal can authorize only one representative, and the representative also should not represent or quote on behalf of more than one Principal. However, this shall not debar more than one Authorised distributor from quoting equipment manufactured by an Original Equipment Manufacturer (OEM), in procurements under Proprietary Article Certificate; or d) has a relationship with another bidder, directly or through common third parties, that puts it in a position to have access to information about or influence the bid of another Bidder or influence the decisions of the Procuring Entity regarding this Tender process; or participates in more than one bid in this tender process; or e) Participation in any capacity by a Bidder (including the participation of a Bidder as sub-contractor in another bid or vice-versa) in more than one bid shall result in the disqualification of all bids in which he is a party. However, this does not limit the participation of a non-bidder firm as a sub-contractor in more than one bid; or f) would be providing goods, works, or non-consulting services resulting from or directly related to consulting services that it provided (or were provided by any affiliate that directly or indirectly controls, is controlled by, or is under common control with that firm), for the procurement planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of Reference (ToR)/ Activity Schedule/ schedule of requirements or the Tender Document etc.) of this Tender process; or g) has a close business or family relationship with a staff of the Procuring Organization who: i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of bids; or ii) would be involved in the implementation or supervision of resulting Contract.

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

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

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

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

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

53 Bank Details: You are requested to provide the following Bank account details in your Bank letter head certified by the Bank along with your quotation. a. Bank Account Number d. IFSC Code b. Name and address of the bank e. MICR Code c. Name of the account holder

54 Security Deposit: Bidders will be required to submit the Security Deposit equivalent to 5% of the total value excluding taxes (If taxes and duties quoted separately otherwise total order value quoted) of the order within 15 days of issuance of purchase order by way of Demand Draft or Bank Guarantee in a prescribed format of HAL from a scheduled Bank in India/Bank of International repute (for foreign vendors) which shall be valid up to 60 days after the completion of contract period/ last supply. Security Deposit will bear no interest. In case the supply order/ contract is not executed to the entire satisfaction of HAL the Security Deposit will be forfeited besides initiation of risk purchase action. In case any claims or any other contract obligations (related to supplies excluding warranty) are outstanding, the bidder shall be required to extend the Security Deposit as required till such time the vendor settles all claims and complete such obligations.

55 Other Tender conditions: a) Any order, resulting from the enquiry, shall be governed by the General Terms and Conditions of Contract of HAL and any party quoting against this enquiry shall be deemed to have read and understood these terms and conditions and to have quoted subject to these terms and conditions. b) When counter terms and conditions have been offered by a tenderer, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL. c) Any terms & conditions which has not been the part of the bid or Purchase Order, if put forward in subsequent correspondence, shall not be considered by HAL. d) Disregard of any instructions, may result in your offer being ignored. e) Canvassing by tender form, including unsolicited letter on tender submitted or post tender corrections shall render their tenderers liable for rejection.