DESIGN AND DEVELOPMENT OF STEERING CONTROL UNIT NLG AND NLG STEERING ACTUATOR

HINDUSTAN AERONAUTICS LIMITED, TRANSPORT AIRCRAFT DIVISION, KANPUR

COMPLIANCE MATRIX LTA/MK1/4/1

TERMS AND CONDITIONS FOR DESIGN & DEVELOPMENT OF CONT.ELECT.NLG & NLG STEER ACTUATOR FOR DO228 A/C

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

(YES/ NO/ INFORMATORY)

TECHNICAL REQUIREMENTS (PART A) HEADING

1 Vendor’s responsibility HEADING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2 HAL’s responsibility: HEADING

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

2.B Conducting ground testing/flight testing.

OTHER TERMS & CONDITIONS (PART B)

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

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

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

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

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

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

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

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

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

12 Development Agency shall agrees to submit such document(s) like submission of Integrity Pact, supporting additional documents etc., if required or as called for in RFQ, subsequent to opening of the Bid and before finalizing the contract or PO, depending upon the then circumstances and decision of HAL. Any failure to submit such document(s) or Integrity Pact in HAL given format, shall amount to rejection of the Bid, which decision shall be at the discretion of HAL. Essential

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

14 Foreclosure Criteria: No foreclosure of the project will normally be done after issue of Purchase Order, other than a. Serious breach of contractual terms by the Vendor. b. Unsatisfactory progress of the project. c. Serious design deficiencies, repeated failures during testing. d. if rates quoted by the successful vendor are found to be abnormally high In above given exceptional cases where the foreclosure is done during the D&D stage, for reasons attributable to HAL, The Vendor shall be liable to return the complete payment made by HAL till that stage. INFORMATORY

15 LIQUIDATED DAMAGES: The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the Vendor fail to deliver the stores or any consignment thereof within the period prescribed for such delivery, HAL shall be entitled at their option: a) HAL reserves the right to collect a sum of 0.5% per week of delay or part thereof subject to a maximum of 10% as our claim towards liquidated damages on the delay w.r.t delivery schedule as accepted in Purchase order. In case of delay due to any force majeure event beyond the control of vendor (communicated in writing by vendor timely before the expiry of delivery date), HAL may extend the delivery schedule on mutual agreement. Only natural Acts of God like earthquakes, floods, fires, landslides, storms, hurricanes, volcanic eruptions, tsunami etc. and other events arising out of political, social, economic, technical & environmental issues at large beyond the reasonable control will only be considered as force majeure events. In the event of such force majeure, the vendor affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations of the contract.The valid documentary evidence of force majeure event will be required to extend the delivery schedule (or) b) To terminate the contract in the event of action being taken under Para – (a) above, the Vendor shall be liable for any loss which HAL may sustain on the account, but the Vendor shall not be entitled to any gain on repurchases made against default. Essential

ASSESSMENT PARAMETERS (PART C)

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

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

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

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

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

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

22 TIME FRAME: The important time frames and critical activities for the project is as follows. Issue of Purchase order: T1 -PDR T1+ 3 months -CDR T1+ 5 months -Submission of Documents T1+ 6 months -Prototype developement T1+ 7 months -Qualification testing/Flight trials T1+10-12 months -Issuance of LOTA/PC/Certification from Regulatory body T1+12-18 months - Any extension to the above timelines may be considered by Divisinal Head based on recommendation of indigenisation Head considering the Vendors request and specifying reason for delays. Essential

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

हिंदुस्तान एरोनॉटिक्स लिमिटेड HINDUSTAN AERONAUTICS LIMITED

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

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

Enquiry No. : LTA/MK1/4/1 Due date: 24.02.2025

Supplier's Offer Ref. & Date:

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

Sl. No. Part No. Description NRC Qty UOM Delivery Schedule (for design & development-NRE) Firm Qty Requirement of DO228-9338 & DO228-9337 after successful development Anticipated Qty Requirement of DO228-9338 & DO228-9337 after successful development NRC RC

Design & Development Cost Firm Qty Requirement of DO228-9338 & DO228-9337 after successful development Anticipated Qty Requirement of DO228-9338 & DO228-9337 after successful development Total Cost (NRC+RC) in INR inclusive of IGST (T=K+M+O+Q+S) Delivery Schedule (for design & development-NRE)

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

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

1 NRC-DO228-9338 NRC FOR D & D OF CONT.ELECT.NLG 1 NOS T1+18 Months (Where T1 is the date of PO) NIL 4 6 NIL X X X X X X X X X X

2 NRC-DO228-9337 NRC FOR D & D OF NLG STEER ACTUATOR 1 NOS T1+18 Months (Where T1 is the date of PO) NIL 4 6 NIL X X X X X X X X X X

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

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

3 Technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened. In technical bid, any Price information must not be mentioned. If price, in any form, is indicated in Technical bid, offer will be summarily rejected.

4 Evaluation criteria for successful bidder: The succesful bidder will be determined on the basis of lowest collective price i.e sum of NRC (NRE cost for Design & Development) + RC (firm qty requirement + anticipated qty requirement).

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

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

7 Delivery schedule i.e T1+18 Months (as indicated above) is essential criteria for evaluation.

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

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

हिंदुस्तान एरोनॉटिक्स लिमिटेड HINDUSTAN AERONAUTICS LIMITED

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

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

Enquiry No. : LTA/MK1/4/1 Due date: 24.02.2025

Supplier's Offer Ref & Date:

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

Sl. No. Part No. Description NRC Qty UOM Delivery Schedule (for design & development-NRE) Firm Qty Requirement of DO228-9338 & DO228-9337 after successful development Anticipated Qty Requirement of DO228-9338 & DO228-9337 after successful development NRC RC

Design & Development Cost Firm Qty Requirement of DO228-9338 & DO228-9337 after successful development Anticipated Qty Requirement of DO228-9338 & DO228-9337 after successful development Total Cost (NRC+RC) in INR inclusive of IGST (T=K+M+O+Q+S) Delivery Schedule (for design & development-NRE)

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

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

1 NRC-DO228-9338 NRC FOR D & D OF CONT.ELECT.NLG 1 NOS T1+18 Months (Where T1 is the date of PO) NIL 4 6 NIL

2 NRC-DO228-9337 NRC FOR D & D OF NLG STEER ACTUATOR 1 NOS T1+18 Months (Where T1 is the date of PO) NIL 4 6 NIL

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

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

3 Technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened. In technical bid, any Price information must not be mentioned. If price, in any form, is indicated in Technical bid, offer will be summarily rejected.

4 Evaluation criteria for successful bidder: The succesful bidder will be determined on the basis of lowest collective price i.e sum of NRC (NRE cost for Design & Development) + RC (firm qty requirement + anticipated qty requirement).

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

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

7 Delivery schedule i.e T1+18 Months (as indicated above) is essential criteria for evaluation.

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

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

Commercial Terms and Conditions

RFQ No. LTA/MK1/4/1

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

1 Validity of Quotation

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

2 Submission of Tender

2.1 The bidder is required to submit bids directly to HAL either through post/courier/drop in sealed cover with clear marking of bidder details. The cover should be marked with tender no., due date and bidders postal address. Response received, without bearing the bidder address will not be entertained. Bid submitted by bidder’s authorized dealer/ distributor/ channel partner should accompany with ink signed or scanned copy of ink signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered as unsolicited.

2.2 The bid submitted through e-mail will be accepted subject to the same being sent to the specified e-mail ID i.e [email protected] , if it is in the tender through e-mail. However, unsigned copy of bid received through e-mail/Manual offers will not be considered in Limited/Open tender.

2.3 Submission of tender in two bid system in manual mode: In response to tender in two bid system, the bidders are required to submit TECHNICAL bid and PRICE bid separately. Each bid will be put in separate sealed cover marked with tender No., due date and indicated as technical bid or commercial bid as the case may be. Both sealed covers will be put in a single cover, which will again be sealed and superscribed with tender no. and due date. The tender should be submitted in HAL TAD tender box at tender cell on any working day (in office time 08:00 hrs to 16:40 hrs from Monday to Friday and 08:00 hrs to 12:10 hrs on Saturday) before due date.

2.3.a The technical bid should also include EMD in original form and Integrity Pact (if applicable). Technical bid without EMD in original form will be rejected. In case of EMD sent by SWIFT/ Wire Transfer, Transaction Code should be indicated along with the technical bid. The technical bid will be accepted only after confirmation of receipt of EMD in time.

2.3.b Bid received with technical bid and commercial bid in open condition inside one envelope will be rejected.

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

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

3.1 a) Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered. b) HAL will not be responsible for loss or delay in receipt of tender documents/ tender in transit. c) HAL will not be responsible for inability of bidder to upload the tender documents in e-procurement. d) HAL reserves the right to reject late or incomplete tender.

3.2 Extension of due date: The due date for submission of tender can be extended on the request of vendor through e-mail provided the request is received before 10 days from the tender bid submission date.

4 Opening of Tenders issued in Manual mode

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

5 Integrity Pact (if applicable)

5.1 Integrity Pact (IP) as per HAL's format shall be duly ink signed by the bidder along with the witnesses. Failure to sign Integrity Pact as per HAL’s standard format may lead to rejection of offer. In case of submission of offer through e-portal, scanned copy of the signed Integrity Pact also need to be submitted along with your offer and in parallel, the hard copy of original ink singed IP should reach HAL by post. The submission of Integrity Pact without deviation is a mandatory requirement.

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

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

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

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

6 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.

7 Goods and Services Tax (GST):

7.1 GST Registration Status:

7.1.a i) All the bidders/ Bidders should ensure that they are GST compliant and their quoted tax structure/ rates as per GST Act/ Rules. Bidder should be registered under GST and furnish GSTIN number and GST Registration Certificate in their offer unless they are specifically exempted from registration under specific notification/ circular/ section/ rule issued by statutory authorities.

7.1.c iii) Composition scheme: If the Bidder has opted for a composition levy under Section 10 of CGST, he should declare the fact while bidding along with GSTIN and GST registration certificate.

7.1.d (iv) Exemption from Registration: If a bidder is not liable to take GST registration, i.e., having turnover below threshold, he shall submit undertaking/indemnification against tax liability. Bidder claiming exemption in this respect shall submit a valid certificate from practising Chartered Accountant (CA)/ Cost Accountant with Unique Document Identification Number (DIN) to the effect that Bidder fulfils all conditions prescribed in notification exempting him from registration. Such bidder/ dealer shall not charge any GST and/ or GST Cess in the bill/ invoice. In such case, applicable GST shall be deposited under Reverse Charge Mechanism (RCM) or otherwise as per GST Act by the Procuring Entity directly to concerned authorities. Bidder should note that his offer would be loaded with the payable GST under the RCM. Further, Bidder should notify and submit to the Procuring Entity within 15 days from the date of becoming liable to registration under GST.

7.2 HSN Code & GST rate: HSN (Harmonized System of Nomenclature) code (if mentioned) for the goods provided in this Tender Document is only indicative. It shall be the responsibility of Bidder to ensure that they quote the exact HSN Code and corresponding GST rate for the goods being offered by them.

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

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

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

8.4 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 the contract. The 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 the 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.

9 Earnest Money Deposit or Bid Security

9.1 Every vendor, while submitting the Technical Bid (Cover-I) shall deposit an amount of INR 300000.00 (Indian Rupees Three Lakh Only) as Earnest Money Deposit with HAL through any of the following instruments: a) EMD for a value of INR 300000.00 (Indian Rupees Three Lakh Only) to be submitted in the form of DD/ Banker’s Cheque/ Pay Order/ Bank Guarantee of Scheduled Bank (to be specified). EMD should be valid for 28 days beyond the validity of the bid.(Copy / Details of the same to be sent alongwith Technical Bid) (b) EMD can be sent through SWIFT/ Wire Transfer to HAL Account No. 11022401315, SWIFT CODE SBI NIN BB 124 , STATE BANK OF INDIA KANPUR, the proof of which shall accompany the bidder’s offer (Copy / Details of the same to be sent alongwith Technical Bid)

9.2 Offers not accompanied with requisite amount of EMD or EMD not submitted in the specified form in original shall be summarily rejected.

9.3 In case of two bid system, EMD in original form should be enclosed along with the technical bid. EMD in original form will only be acceptable. Copies of EMD documents/instruments in Technical Bid not acceptable. Technical bid without EMD in original form will be rejected.

9.4 In case technical bid does not contain original instrument towards EMD, offer will be considered as unresponsive and rejected.

9.5 Vendors exempted from submission of EMD as per Govt. of India directives must submit certified copy of Govt. of India authority for such exemption in lieu of EMD.

9.6 EMD will not carry any interest for the period it is retained with HAL. EMD will be forfeited if a bidder withdraws, amends, impairs and/or derogates within validity period.

9.7 EMD of unsuccessful bidder will be returned within 15 working days of completion of technical evaluation or within 15 working days of determination of successful bidder (as the case may be).

9.8 The Bidders should indicate the reference & details of submission of EMD in their technical offer. In case of e-tender, the EMD in the form of hard copy in original to be sent by post/ courier /personal delivery to reach the concerned Division prior to the scheduled closing time for the tender. The copy of such documents/office should attach in the technical bid of the e-tender. In case the EMD document does not reach tender issuing authority by the time of closing of the tender, the offer will not be considered for evaluation. In case WIRE/SWIFT transfers the transaction code is to be mentioned in the technical bid.

9.9 EMD furnished by the successful bidder may be appropriated for Security Deposit or Performance Guarantee for the warranty period.

10 Security Deposit

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

11 Non-conformities between Figures and Words

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

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

13 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.

a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. b) HAL reserves the right to order quantity less than indicated in the enquiry/ quoted for by bidder, at the prices quoted, without any reference to the bidder.

15 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.

16 Inspection, Consequences of Rejection

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

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

18 Deliveries, Consequences of Breach

The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the Vendor fail to deliver the stores or any consignment thereof within the period prescribed for such delivery, HAL shall be entitled at their option: a) HAL reserves the right to collect a sum of 0.5% per week of delay or part thereof subject to a maximum of 10% as our claim towards liquidated damages on the delay w.r.t delivery schedule as accepted in Purchase order. In case of delay due to any force majeure event beyond the control of vendor (communicated in writing by vendor timely before the expiry of delivery date), HAL may extend the delivery schedule on mutual agreement. Only natural Acts of God like earthquakes, floods, fires, landslides, storms, hurricanes, volcanic eruptions, tsunami etc. and other events arising out of political, social, economic, technical & environmental issues at large beyond the reasonable control will only be considered as force majeure events. In the event of such force majeure, the vendor affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations of the contract.The valid documentary evidence of force majeure event will be required to extend the delivery schedule (or) b) To terminate the contract in the event of action being taken under Para – (a) above, the Vendor shall be liable for any loss which HAL may sustain on the account, but the Vendor shall not be entitled to any gain on repurchases made against default.

19 Product Support/ Obsolescence

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

20 Exit Clause:

Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 6 months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 2 years. ii) If there is change in Buyer requirement, contract shall be terminated with 6 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 5 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) Based on the decision of the Arbitration Tribunal.

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

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

23 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.

24 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.

25 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.

26 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.

27 Agents / Agency Commission

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

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.

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.

30 Statutory Variation Clause

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

31 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.

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.

33 Terms of Payment

In the event of an order, 100% payment will be made within 30 days after successful completion of development phase / certification of item i.e from the date of issue of Letter of Technical Approval (LoTA) through RTGS or any other latest Electronic Payment remittance mode.

34 Applicable Discount

HAL being manufacturer of the aircrafts, please indicate in the quotation the manufacturer discount for production quantities ( as applicable).

35 Import Content

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

36 Contact details for correspondence (Clarification/query etc. w.r.t. tender should be forwarded to HAL only) except for submission of quotation. **Submission of quotation to be done strictly on e-mail ID: [email protected] which is our centralised ID of tender cell. **Technical clarification (if any) to be done directly with dealing Indigenisation Officer. The e-mail and contact details are provide below. Contact details of dealing purchase officer: Mr. Navdeep Shrivastava , Sr. Manager (Purchase) E-mail : [email protected] Phone : +91-512-2451749 ~ 58, Ext 4598 Contact details of Head of Section: Mr. Sampurna Nand Sharma, DGM (Purchase) E-mail Id : [email protected] Phone : +91-512-2451749 ~ 58, Ext 4806 Contact details of Head of IMM: Mr. Ashok Kumar Singh, AGM (IMM) E-mail Id : [email protected] Contact details of dealing Indigenisation Officer (For technical clarification) Mr. Javed Asghar , DGM (Indigenisation Deptt.) E-mail Id : [email protected] Phone : +91-512-2451749~ 58, Ext 4718 Mobile: +91 7390006111

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