750 MW ( 3 x 250 MW ) LIGNITE POWER PROJECT UNIT-1,2,3. AT VILLAGE-VASTAN, TA-MANGROL, DIST-SURAT, GUJARAT, INDIA.

Indian Rupees by using the exchange rates of corresponding foreign currencies,

declared as TT Selling rate by State Bank of India at the closing of the date of

price bid opening.

The Owner will review the Priced Bids (Part 3). The evaluated price in INR shall

be determined by summing up the following:

rates prevailing on the date of opening the price bid;

b) Adjustments for arithmetic errors as defined earlier;

c) Cost loading for unresolved technical and commercial deviations, as determined

by the Owner and as specified in Volume-I;

d) Performance Evaluation Loadings for guaranteed performance parameters;

e) Loading factors for delay in delivery beyond the specified Completion Schedule,

which shall be computed in accordance with the Liquidated Damages rates

prescribed for delay under the Contract;

f) Bids will be evaluated based on Evaluated EPC Cost.

21. AWARD OF CONTRACT

I. The Owner may invite Bidders for price negotiations. Bidders shall attend such

meetings and, if requested, provide rate analyses or price break-ups to

demonstrate reasonableness. Following negotiations, Bidders may offer rebates

on their earlier quoted prices.

II. Upon selection of the successful Bidder, the Owner shall issue a Letter of Intent

(LOI) / Letter of Award (LOA) / Work Order (WO). The selected Bidder shall

submit an acknowledgement and acceptance within seven (7) working days from

the date of issue of the LOI/LOA/WO. If the Owner does not receive acceptance

on the LOI/LOA/WO within this period, the Owner may consider the next eligible

The award of the contract shall be made as follows:

(i) First Contract: Supply of all Plant and Equipment (including Type Test

Charges) and Mandatory Spares (from abroad / from within the Owner's

(ii) Second Contract: For providing all services i.e. loading, inland transportation

for delivery at site, inland transit insurance, unloading, storage, handling at

site, installation, insurance charges, erection, testing, commissioning and

conducting Guarantee tests in respect of all the equipment supplied under

the 'First Contract', and all Installation Services including training charges,

amount linked to safety required under the Contract and all other services

excluding Civil, Structural (other than steel structures) & Architectural

(iii) Third Contract: Civil, Structural (other than steel structures) & Architectural

All the above Contracts will contain a cross-fall breach clause specifying that

breach of one Contract will constitute breach of the other Contracts which will

confer a right on the Employer to terminate the other Contracts also at the risk

and the cost of the Contractor.

TCE.14599A-OT-6200-6000 Page 15 of

Further details for separate contracts shall be mutually discussed and finalized

between Owner and successful bidder. Owner reserves the right for required

alternation/addition/deletion in above number of contract(s) and change in scope

of work from one contract to another contract.

III. Upon receipt of the LOI/LOA/WO, the successful Bidder shall execute the formal

Contract Agreement with the Owner within the stipulated period.

IV. The Owner and/or its Consultant shall not be obliged to furnish any information,

clarification, or explanation to unsuccessful Bidders regarding non-acceptance of

Signing of Contract

Contract agreement already provided in the EPC Tender document. GIPCL may

consider split contract with an umbrella contract to ensure tax efficient contract

structure without diluting the intent of single point responsibility of the total

Contract. And there shall not be any tax liability to GIPCL on account of it.

The split contracts will contain a cross-fall breach clause specifying that breach of

one contract will constitute breach of the other contracts which will confer a right

on the Employer to terminate the other Contracts also at the risk and the cost of

the Contractor.

Preparation of contract document

It is the responsibility of the CONTRACTOR to prepare the final contract

document which will be reviewed / approved by the OWNER / OWNER’S

ENGINEER. CONTRACTOR shall arrange to submit adequate copies of final

contract documents to the OWNER. The contents of contract document and

number of copies to be furnished will be discussed and agreed at the time of

finalisation of contract.

22. CONTRACT PERFORMANCE SECURITY

The successful Bidder (Contractor) shall, within thirty (30) days from the date of

issuance of the Intent (LOI) / Letter of Award (LOA) / Work Order (WO), submit a

Performance Bank Guarantee (PBG) equivalent to ten percent (10%) of the Contract

Price, in the format provided in Volume I, Section 5 – Forms & Procedures. The PBG

shall remain valid until expiry of the warranty period plus claim period of three

Months. The Contractor shall modify the PBG value, if required, in line with any

adjustment to the Contract Price approved under this Contract.

23. PERMANENT ACCOUNT NUMBER (PAN) & GST

Within twenty-eight (28) days of issuance of the Letter of Acceptance, the successful

Bidder shall furnish its Permanent Account Number (PAN), Goods and Services Tax

(GST) registration number, and Tax Identification Number (TIN) to the Owner. No

payment shall be released to the Contractor until submission of these details.

24. CORRUPT/ FRAUDULENT PRACTICES & ETHICS PACT

I. The Owner requires that all Bidders, Suppliers, and Contractors observe the

highest standards of ethics throughout the bidding and execution process, from

purchase of Tender Documents up to award and completion of the Contract.

II. The Owner shall reject a Bid or cancel an award if it determines that the Bidder

has engaged in corrupt, fraudulent, collusive, or coercive practices in connection

with this Tender.

III. If, at any stage, it is found that documents, data, or information submitted by the

Bidder are false, misleading, or materially incorrect—and had the true information

been available, the Bidder would have been ineligible or unsuccessful—the Owner

may immediately disqualify the Bidder or cancel the Contract. In such a case, the

Performance Bank Guarantee shall be forfeited as liquidated damages for loss or

costs incurred by the Owner and treated as a default by the Contractor.

25. REVERSE AUCTION

GIPCL reserves the right to conduct a reverse auction, if required, after the

opening of the bids.

The detailed procedure, schedule, and rules governing the auction shall be

communicated separately to shortlisted Bidders whose Price Bids have been

opened and found commercially responsive.

I. The Bidder shall treat all information, documents, data and details furnished by the

Owner or obtained during the bidding process as strictly confidential and shall not,

without prior written consent of the Owner, disclose or use any part thereof for any

purpose other than preparation of its Bid.

II. The Owner reserves the right to require the Bidder to execute a Non-Disclosure

Agreement (NDA) as a precondition for receiving certain project data or

27. RESTRICTIONS ON PROCUREMENT FROM A BIDDER OF A COUNTRY

WHICH SHARES A LAND BORDER WITH INDIA:

I. Any Bidder (including its Collaborator/DJU Partner/Consortium Member,

wherever applicable) from a country which shares a land border with India

will be eligible to bid in this tender only if bidder is registered with the

Competent Authority.

TCE.14599A-OT-6200-6000 Page 17 of

II. Such registration should be valid for the entire period of bid validity or any

extension thereof. However, in case the validity period of registration is less

than bid validity period, the Bidder shall be required to submit the extension

of the validity period of registration before the opening of price bids, failing

which the bid shall be rejected.

III. Further the successful bidder shall not be allowed to sub-contract

supplies/services/works to any “Sub-contractor” from a country which

shares a land border with India unless such Sub contractor is registered

with the competent Authority.

IV. However, the said requirement of registration will not apply to

bidders/subcontractors from those countries (even if sharing a land border

with India) to which the Government of India has extended lines of credit or

in which the Government of India is engaged in development projects.

Bidders may apprise themselves of the updated lists of such countries

available in the website of the Ministry of External Affairs.

V. Bidder shall comply with Government of India latest notifications

/guidelines/ directives related to land border sharing countries.

VI. In connection with the above provisions/requirements, the Bidder shall

furnish an Undertaking/Certificate in the standard Format attached as

Annexure-II to ITB.

28. GOVERNING LAW AND JURISDICTION

I. The Tender, Bid, and any resultant Contract shall be governed by and construed

in accordance with the laws of India.

II. All disputes arising out of or in connection with this Tender shall be subject to the

exclusive jurisdiction of the courts situated at Vadodara, Gujarat, India.

29. COMMUNICATION

I. All official communications, clarifications, or amendments in connection with this

Tender shall be made in writing and issued by the Owner or its authorized

representative only.

II. Verbal instructions, statements, or representations shall not be binding on the

Owner unless confirmed in writing.

III. The Bidder shall provide a single authorized point of contact with valid email,

phone number, and address for all official correspondence related to this Tender.

I. The Owner reserves the right to modify, amend, suspend, or terminate the bidding

process at any time without assigning any reason and without thereby incurring

any liability to any Bidder.

II. Issuance of this Tender or receipt of any Bid shall not be construed as a

commitment or obligation on the part of the Owner to award any contract or to

engage in any further discussion.

III. The Owner shall not be responsible for any costs, expenses, or liabilities incurred

by the Bidders in connection with the preparation, submission, or clarification of

IV. GIPCL reserves the right to cancel/terminate the Contract, in whole or in part, in

accordance with the terms of the Contract without obligation to provide any further

justification beyond the provisions of the Contract.”

TCE.14599A-OT-6200-6000 Page 19 of

PRICE ADJUSTMENT CLAUSE

i) The Contract price shall be subject to price adjustment during Contract execution to reflect

changes in the cost of labour and material components etc. in accordance with the provisions

described below:

ii) The price adjustment provisions shall be applicable separately for price components relating

to Supply of Equipment including spare parts, Installation, Civil and Structural Works, as per

be without any Ceiling.

iii) Only following components of the Contract Price will be subject to Price adjustment:

a. Ex-Works (India) Price of Plant and Equipment including Mandatory Spares

manufactured within the Employer's Country, but excluding Type Tests Charges and

FOB Price Component for Plant and Equipment including Mandatory Spares supplied

from abroad, but excluding Type Tests Charges.

b. Installation Price Component of Contract Price consisting of Erection portion.

c. Civil Works price component of Contract Price excluding Demolition of existing

structures (if applicable) price.

d. Site Fabricated Structural Works price component of Contract Price.

e. Ex-Works (India) Price of Recommended Mandatory Spares manufactured within the

Employer's Country and FOB Price Component for Recommended Mandatory

Spares supplied from abroad.

iv) Price adjustment amounts towards aforesaid components of Contract Price shall be paid in

the respective currencies of Contract.

v) The indices for price adjustment shall necessarily be of the country of origin of goods/labour

and shall be well established and nationally recognised in that country. Preferably

Government indices shall be used.

vi) The price adjustment formula for the components of the Contract Price, as mentioned above

shall be as stipulated hereinafter.

a) Ex-Works/ FOB Price Component of Plant and Equipment including spares, but

excluding Type Tests Charges

It is understood that the price component of the equipment for any shipment/despatch

comprises of a fixed portion (designated as 'F' and the value of which is specified

hereunder) and a variable portion linked with the indices for various materials and labour

(description and co-efficient as enumerated below).

The amount of price adjustment towards variable portion payable/recoverable on each

despatch shall be computed as under:

EC1 will be computed as follows :

EC1 = EC0 {F + a x A1 x f1+ b x B1 x f2+ c x C1 x f3+ Lb x L1 x x flb}

EC = Adjustment to Ex-Works/FOB Price Component expressed in the currency of the

Contract payable to the contractor for each shipment/despatch.

EC1 = Adjusted Amount of Ex-Works/FOB Price Component expressed in the currency of

the Contract payable to the Contractor for each shipment/despatch.

EC0 = Ex-Works/FOB Price for the plant and equipment in the currency of the Contract,

shipment/dispatch wise.

▪ The fixed portion of the Ex-Works/FOB Component of the Contract Price (F) shall be

▪ a,b,c etc. shall be co-efficient of major materials/items involved in the Ex-Works/FOB

Component of the Contract Price. The sum of these coefficients shall be between

▪ A,B,C etc. shall be published price indices of corresponding major materials/items.

Such indices shall necessarily be of the country of origin of goods.

▪ 'Lb" shall be co-efficient for labour component in the Ex-Works/FOB Component of

the Contract Price which shall be between 0.25 to 0.35.

▪ 'L' shall be labour index.

▪ Sum of all the material co-efficient and the labour co-efficient shall be 0.85.

▪ f 1,f 2,f 3,flb etc. are Exchange rate correction factor for the respective materials and f lb is

the exchange rate correction factor for labour with reference to the currency of the

country of origin of index and the respective contract currency, such that

where Z is the no. of units of the currency of the country of the origin of index, which

is equivalent to one unit of the respective contract currency. The exchange rates to be

TCE.14599A-OT-6200-6000 Page 21 of

used for calculation of factor ‘f’ shall be as per bills selling exchange rates established

by the STATE BANK OF INDIA.

For the indices, subscript 'o' refers to indices as on 30 days prior to deadline for

submission of bids. For ‘Z0 ‘subscript ‘0’ refer to value as on the date of submission

of Envelope-I(Techno – Commercial) bids.

Subscript '1' refers to indices as of:

(a) three months (for Labour Indices) /ninety (90) days (for Exchange Rates) prior to

the date of shipment/despatch for labour and Exchange Rates respectively, and

(b) at the expiry of two third (2/3) period from the date of Notification of Award to the

date of shipment/despatch, for material.

For the purpose of this clause the date of shipment/despatch shall mean the schedule

date of shipment/despatch or actual date of shipment/despatch, whichever is earlier.

The schedule date of shipment/despatch shall be identified in line with provision of the

Time Schedule as per Tender Document.

In case of shipments/dispatches which are delayed beyond the schedule date of

shipment/despatch for reasons attributable to the Contractor the price adjustment

provision shall not be applicable for the period of time between the schedule date of

shipment/despatch and the actual date of shipment/despatch. For this purpose, the

schedule date of shipment/despatch shall be as identified in line with provision of

Time Schedule of the Tender Document.

The above formula for price adjustment will be applicable if currency in which the

contract price is expressed is different from the currency of the country of origin of

labour and material indices. In other cases, formula shall be applied without the

exchange rate correction factor ‘f’.

b) Power Transformers: Ex-Works Price Component of Plant and Equipment

including spares, but excluding Type Tests Charges (if any)

It is understood that the price component of the equipment for any despatch comprises of

a fixed portion (designated as 'F' and the value of which is specified hereunder) and a

variable portion linked with the indices for various materials and labour (description and

co-efficient as enumerated below).

The amount of price adjustment towards variable portion payable/recoverable on each

shipment/despatch shall be computed as under:

EC1 will be computed as follows:

EC = Adjustment to Ex-Works Price Component for each despatch.

EC1 = Adjusted Amount of Ex-Works Price Component for each despatch.

EC0 = Ex-works price for the equipment/ materials of Indian origin in the currency of the

Contract, despatch wise.

▪ F shall be fixed portion of the ex-factory component of the Contract Price and shall be

▪ a,b,c etc. shall be co-efficient of major materials/items involved in the Ex-factory

component of the Contract Price. The sum of these co-efficient shall be 0.84.

▪ A,B,C etc. shall be published price indices of corresponding major materials/items.

Such indices shall necessarily be of the country of origin of goods. The major Indices

as per IEEMA have been given below.

▪ 'Lb" shall be co-efficient for labour component in the Ex-factory component of the

Contract Price which shall be 0.10.

▪ 'L' shall be labour index.

▪ Sum of all the material co-efficient and the labour co-efficient shall be 0.94.

For the indices, subscript '0' refers to indices as on 30 days prior to date of submission

Subscript '1' refers to indices rates as of:

(a) three months days prior to the date of despatch for labour, and

(b) at the expiry of two third (2/3) period from the date of Notification of Award to the

date of despatch, for material.

For the purpose of this clause the date of despatch shall mean the schedule date of

despatch or actual date of despatch, whichever is earlier. The schedule date of

despatch shall be identified in line with provision of the Tender Document.

In case of dispatches which are delayed beyond the schedule date of despatch for

reasons attributable to the Contractor the price adjustment provision shall not be

applicable for the period of time between the schedule date of despatch and the

actual date of shipment/despatch. For this purpose, the schedule date of

shipment/despatch shall be as identified in line with provisions of the Tender

TCE.14599A-OT-6200-6000 Page 23 of

c) For Installation Price Component (excluding Civil Works and Site Fabricated

Structural Works component) of the Contract:

It is understood that the price component for erection portion of Installation Services

comprises a fixed portion and variable portion linked with the index of labour (description

and co-efficient as enumerated).

The monthly price adjustment amount for the erection portion of Installation Services

component will be computed as per the formula given below :

A. Indian Rupee Portion of the Installation Services

ER1 will be computed as follows :

ER = Adjustment to Erection portion of Installation Services component of contract price

expressed in Indian Rupees payable to the contractor for each billing.

ER1 = Adjusted amount of Erection portion of Installation Services component of contract

price expressed in Indian Rupees payable to the Contractor.

ER0 = Value of the Erection work done in the billing period, which shall be calculated as

For the purpose of computing ERo, each Erection bill (which is excluding Advance

and amount payable on successful completion of Trial/Initial Operation and on

successful completion of Guarantee tests) during the Erection period upto the

'Completion of the Facilities' shall be divided by a factor as indicated below:

Erection portion of - [Advance amount + Erection

Installation Services Portion of Installation Services

component of the Contract component of the Contract Price

Price payable on successful completion

of Trial/Initial Operation +

Erection Portion of Installation

Service component of the

Contract Price payable on

successful completion of

Guarantee tests]

Erection Portion of Installation Services component of the Contract Price

The payment of price adjustment amount so computed shall be made against a separate

invoice, linking the corresponding invoice for Erection Portion of Installation Services

payment after retaining the pro-rata amount due on successful completion of Trial/Initial

Operation and on Completion of the Guarantee Tests. The amounts so retained shall be

paid on successful completion of Trial/Initial Operation and on successful completion of

Guarantee Tests respectively.

L = Indian field labour Namely, All India Consumer Price Index for Industrial Workers (All

India Monthly Average) as published by Labour Bureau, Simla, Government of India.

F = Fixed Price component =0.15

W = The other Index for Indian field labour Namely, Arithmetical average of Minimum

Wages for Unskilled, Skilled, Semi-skilled and Highly skilled workers notified by

the Central Government for the particular classified Area in which the project site

is located or notified by the State Government of the state in which the project site

is located, whichever is higher

Subscript 'o' refers to indices / minimum wages as on 30 days prior to deadline for submission

Subscript '1' refers to the indices / minimum wages as applicable for the month of execution of

the Installation work.

In case there is a revision in the applicable minimum wages during a month, calculation of

'W1' would take into consideration the weighted average of the applicable wages (wage

before revision and wage after revision) and the number of days of applicability of such wages

For the purpose of this clause, month of execution of installation work shall mean the

schedule month of execution of the installation work or actual month of execution of the

installation work, whichever is earlier. The schedule date for completion of a particular

installation activity shall be as identified in line with Time schedule / Tender document.

In case of installation activities which are delayed beyond the schedule date for reasons

attributable to the contractor, the price adjustment provision shall not be applicable for the

period of time between the schedule date of completion and actual date of completion of the

respective installation activity. For this purpose, the schedule date for completion of a

particular installation activity shall be as identified in line with Time schedule / Tender

B. Foreign Currency Portion of the Installation Services

EE1 will be computed as follows :

EE = Adjustment to Installation Services Component of Contract Price expressed in

foreign currency payable to the contractor for each billing.

EE1 = Adjusted Amount of Installation Services Component of Contract Price expressed

in foreign currency payable to the contractor for each billing.

EEo = Value of foreign currency portion of Erection Work done in the billing period which

shall be calculated as under:

For the purpose of computing EE0, each bill (which is excluding Advance and amount

payable on successful completion of Trial/Initial Operation and on successful Completion of

the Guarantee Tests) during the Erection period up to the 'Completion of the Facilities' shall

be divided by a factor as indicated below:

Installation Component of the - [Advance Amount + Installation

Contract Price Component of the Contract Price

payable on successful completion

of Trial/Initial Operation +

Installation Component of the

Contract Price payable on

TCE.14599A-OT-6200-6000 Page 25 of

successful completion of

Guarantee Tests]

Installation Component of the Contract Price

The payment of price adjustment amount so computed (refer S.No. H,Appendix-1) shall be

made against a separate invoice, linking the corresponding invoice for Erection Portion of

Installation payment after retaining the pro-rata amount due on successful completion of

Trial/Initial Operation and on Completion of the Guarantee Tests. The amount so retained

shall be paid on successful completion of Trial/Initial Operation and on successful completion

of the Guarantee Tests respectively.

EF = Index for Expatriate Field Labour Component of the Erection Price of Installation

Work. Such index shall necessarily be of the country of nationality of the labour.

f= Exchange Rate Correction Factor for Expatriate Labour with reference to

currency of country of origin of index for expatriate labour and the respective

Contract currency, such that

where Z is the no. of units of the currency of the country of origin of index, which is equivalent

to one unit of the respective Contract currency. The exchange rates to be used for calculation

of factor 'f' shall be as per Bills Selling Exchange Rates established by the STATE BANK OF

For the indices, Subscript 'o' refers to indices as on 30 days prior to deadline for submission

of bids. For 'Zo', subscript 'o' refers to value as on the date of submission of Envelope-I

(Techno-commercial bids).

For the indices, subscript '1' refers to the indices as applicable for the month of execution of

the erection work. In case there is a revision in the applicable minimum wages during a

month, calculation of 'W1' would take into consideration the weighted average of the

applicable wages (wage before revision and wage after revision) and the number of days of

applicability of such wages in the month. For the exchange rates, subscript '1' refers to the

exchange rates as applicable on the last day of the month of execution of the erection

work. For the purpose of this clause, month of execution of erection work shall mean the

schedule month of execution of the erection work or actual month of execution of the erection

work, whichever is earlier. The schedule date for completion of a particular erection activity

shall be as identified in line with provisions of Time schedule, Appendix-4 to the Contract

The above formula for foreign exchange portion of Installation Component of Contract

Price shall be applicable if the currency in which the contract price has been expressed

is different from the currency of country of origin of indices for foreign labour. In other

cases, the formula shall be applied without exchange rate correction factor 'f'.

In case of erection activities which are delayed beyond the schedule date for reasons

attributable to the contractor, the price adjustment provision shall not be applicable for the

period of time between the schedule date of completion and actual date of completion of the

respective erection activity. For this purpose, the schedule date for completion of a particular

erection activity shall be as identified in line with provisions of Tender Document

d) Site Fabricated Structural Works Price Component

It is understood that the Structural Works Price Component comprises a fixed portion

(designated as 'F' and the value of which is specified hereunder) and variable portion

linked with the indices for various materials and labour (description and coefficients as

enumerated below).

The amount of price adjustment towards variable portion payable/recoverable shall be

computed as follows :

ESW = ESW1 – ESWo

ESW1 will be computed as follows :

ESW1 = ESWo {F+ a x A1 + b x B1 + 0.5 x Lb x L1 + 0.5 x Lb x W1 }

ESW = Adjustment to Structural Works Price Component.

ESW1 = Adjusted amount of Structural Works Price Component.

For the purpose of computing ESWo, each structural bill (which is excluding advance

and amount payable on successful completion of Trial/Initial Operation and on

successful Completion of the Guarantee Tests) during the structural work period upto the

completion of the facilities' shall be divided by a factor as indicated below:

Structural Component of -

{Advance amount + structural component

the contract price of the contract price payable on

successful completion of Trial/Initial

Operation and on successful Completion

of the Guarantee Tests}

Structural Component of the Contract Price

The payment of price adjustment amount so computed shall be made against a separate

invoice, linking the corresponding invoice for Structural Work Portion of Installation payment

after retaining the pro-rata amount due on successful completion of Trial/Initial Operation and

on Completion of the Guarantee Tests. The amount so retained shall be paid on successful

completion of Initial Operation and on Completion of the Guarantee Tests respectively.

F = The fixed portion of the Structural Works Price Component shall be 0.20.

▪ a, b shall be co-efficient of major materials/items involved in the Structural Works Price

Component of the Contract Price.

▪ A, B shall be published price indices of corresponding major material/items.

▪ "Lb" shall be co-efficient for labour component for Structural Works Price Component of

Contract Price which shall be 0.15.

▪ L shall be one of the labour indices, namely, Consumer Price Index for Industrial

Workers (Gen.) applicable to "All India" as published by Labour Bureau. Shimla

of the Govt. of India.

▪ W shall be the other labour index, which is the Arithmetical average of Minimum

Wages for Unskilled, Skilled, Semi-skilled and Highly skilled workers notified by

the Central Government for the particular classified Area in which the project site

is located or notified by the State Government of the state in which the project

site is located, whichever is higher

▪ Sum of all the material co-efficient and the labour coefficient shall be 0.80.

TCE.14599A-OT-6200-6000 Page 27 of

Subscript '0' refers to indices as on 7 days prior to deadline for submission of bids.

subscript '1' refers to the indices/ minimum wages as applicable for one month prior to the

month of execution of the structural work.

In case there is a revision in the applicable minimum wages during a month, calculation of

'W1' would take into consideration the weighted average of the applicable wages (wage

before revision and wage after revision) and the number of days of applicability of such wages

For the purpose of this clause, month of execution of structural work shall mean the schedule

month of execution of the structural work or actual month of execution of Structural Work,

whichever is earlier. The schedule date for completion shall be as identified in line with

provisions of the Tender.

In case of Structural Works activities which are delayed beyond the schedule date for reasons

attributable to the contractor, the price adjustment provision shall not be applicable for the

period of time between the schedule date of completion and actual date of completion of the

respective Structural activity. For this purpose, the schedule date for completion of a particular

Structural activity shall be as identified in line with provisions of the Tender.

e) Price adjustment for civil works component of the Contract Price [including

construction materials and excluding Demolition of existing structures (if

applicable) price]

The prices quoted by the bidder shall be base price, which will be subjected to price

adjustment in accordance with the conditions and formula prescribed herein and further

subject to satisfying the requirement specified in this clause.

A fixed percentage of the civil works component of the contract price shall be firm and

shall not be subject to any price adjustment. The balance portion of the civil works

component of the contract price shall be subject to price adjustment on account of

changes in materials and labour as detailed below :

CV1 will be computed as follows :

CV1 = CVo x {F + m x M1 + d x D1 + s x S1 + c x C1

CV = Adjustment to civil works component expressed in the currency of the contract

payable to the contractor for each billing period.

CV1 = Adjusted amount of Civil Works Price Component of contract price i.e. value of

work done after application of above price adjustment formula in the billing period.

CVo = Base Value of Civil Works Price Component of contract price, i.e. the value of the

Civil work done in the billing period as per the monthly billing schedule for which

the price adjustment is to be calculated.

CVo shall be calculated as under:

Each Civil Works bill (which is excluding advance and amount payable on successful

completion of Trial/Initial Operation and on successful Completion of the Guarantee Tests)

during the Civil Works period up to the ‘completion of the facilities' shall be divided by a

factor as indicated below:

Civil Works Component of -

{Advance amount + Civil Works component

the contract price of the contract price

payable on successful completion of

Trial/Initial Operation + Civil Works

Component of the Contract Price payable on

successful completion of Guarantee Tests}

Civil Works Component of the Contract Price

The payment of price adjustment amount so computed shall be made against a separate

invoice, linking the corresponding invoice for Civil Works Portion of Installation payment

after retaining the pro-rata amount due on successful completion of Trial/Initial Operation

and on Completion of the Guarantee Tests. The amount so retained shall be paid on

successful completion of Initial Operation and on Completion of the Guarantee Tests.

F = Fixed portion of the contract price which will not be subjected to any adjustment

under this formula or otherwise which will be 0.20.

m = Coefficient of material (excluding cement & steel) content in the cost of civil portion

of the work which will be 0.15.

d = Coefficient of High-Speed Diesel Oil (P.O.L) content in the cost of civil portion of

the work which will be 0.05.

s = Coefficient of steel content in the cost of civil portion of work which will be 0.25.

c = Coefficient of cement content in the cost of civil portion of work which will be 0.10.

Lb = Coefficient of labour (for all categories) content in the cost of civil portion of

the work which will be 0.25.

M = Material Index, namely, Index No. of wholesale price under group. "All

commodities" as published by office of the Economic Adviser, Government of India.

D = High Speed Diesel Oil price, namely price of High-Speed diesel oil, at Pump Station

of India Oil Corporation nearest to the project site. (selling price inclusive of taxes

and duties as per litre of H.S.D. Oil).

S = Index for steel content shall be "Mild Steel-Long Products"/ "Mild Steel-Flat

Products" as published by Ministry of Commerce and Industry, GOI.

C = Index for "Pozzolana Cement " as published by Ministry of Commerce and Industry,

L= Labour Indices, namely, Consumer Price Index for Industrial Workers (Gen.)

applicable to "All India" as published by Labour Bureau. Shimla of the Govt.

W= Arithmetical average of Minimum Wages for Unskilled, Skilled, Semiskilled

and Highly skilled workers notified by the Central Government for the

particular classified Area in which the project site is located or notified by

the State Government of the state in which the project site is located,

whichever is higher

'o' = Refers, to the values of above-mentioned minimum wages, labour, material, steel

and cement indices, and for diesel price as on 7 days prior to Deadline set for

submission of bids.

'1' = Refers to values of corresponding minimum wages, labour, material, steel and

cement indices, as applicable for one month prior to month in which the Civil work is

TCE.14599A-OT-6200-6000 Page 29 of

executed. For diesel, average price of diesel of first day and last day of month prior to

the month in which the Civil work is executed.

In case there is a revision in the applicable minimum wages during a month, calculation of

'W1' would take into consideration the weighted average of the applicable wages (wage

before revision and wage after revision) and the number of days of applicability of such wages

For the purpose of this clause, month of execution of civil work shall mean the schedule

month of execution of Civil work or actual month of execution of Civil Work, whichever is

earlier. The schedule date for completion shall be as identified in line with provisions of the

In case of Civil Works activities which are delayed beyond the schedule date for reasons

attributable to the contractor, the price adjustment provision shall not be applicable for the

period of time between the schedule date of completion and actual date of completion of the

respective Civil Work activity. For this purpose, the schedule date for completion of a

particular Civil Work activity shall be as identified in line with provisions of the Tender.

vii) The following components of the contract price shall not be subject to price adjustment and

shall remain firm during the execution of the contract :

1) Ocean Freight and Marine Insurance for Plant and Equipment, mandatory spares and

recommended spares.

2) Inland Transportation charges (including Inland Transit Insurance, port clearance, port

handling & port charges) for plant & equipment and Spare Parts.

3) Type Test Charges (if any)

4) Training Charges (if any)

5) Annual Maintenance Contract (AMC) Charges (if any).

6) Demolition of existing structures component of Contract Price (if applicable)

viii) The value of co-efficient and the source of applicable indices and their base values for the

purpose of computing price adjustment under the contract shall be as under:

A. Ex-Works /FOB Price Component of Plant and Equipment including spares, but

excluding Type Tests Charges (Steam Generator Systems excl. Factory Fabricated

Structures, Electrical Systems and C&I System as specified in Technical Specification

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

Techno-commercial

Fixed Portion F =

4. Labour: Lb =

B. Ex-Works /FOB Price Component of Plant and equipment including spares, but

excluding Type Tests Charges (Steam Turbine Generator Systems excl. Factory

Fabricated Structures, Electrical Systems and C&I System as specified in

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

Techno-commercial

Fixed Portion F =

4. Labour: Lb =

TCE.14599A-OT-6200-6000 Page 31 of

C. Ex-Works /FOB Price Component of Plant and equipment including spares, but

excluding Type Tests Charges (Balance of Plant Systems excl. Factory Fabricated

Structures, Electrical Systems and C&I System as specified in Technical

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

Techno-commercial

Fixed Portion F =

4. Labour: Lb =

D. Power Transformers: Ex-works / FOB Price component of Plant and equipment

including spares, but excluding Type Tests Charges (As specified in Price

S.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to

its origin date of opening

commercial Bids.)

Fixed Portion F=

1. *Coefficient for copper a =

2. *Coefficient for Electrical Lamination sheet. b =

3. *Coefficient for Ferrous Metals c =

4. *Coefficient for Insulating Material d =0.04

5. *Coefficient for Transformer Oil e =

6. Labour: Lb =0.10

* To be specified by the bidder.

i) Sum of all material coefficients a+b+c+d+e indicated above shall be between

0.84.(As per IEEMA Index)

ii) The labour coefficient " Lb" shall be 0.10.

iii) Sum of all material coefficients and labour coefficients shall be

iv) Sum of F, a, b, c, d ,e & Lb should be equal to 1.0.

E. Ex-Works / FOB Price Component of Plant and Equipment including spares, but

excluding Type Tests Charges (Electrical and C&I System as specified in

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

Techno-commercial

Fixed Portion F =

4. Labour: Lb =

TCE.14599A-OT-6200-6000 Page 33 of

F. Ex-Works/FOB Price Component of Plant and Equipment including spares, but

excluding Type Tests Charges (Factory Fabricated Structures as specified in

S.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to

its origin deadline set for

commercial bids.)

Fixed Portion F=0.15

a) Hot Rolled Coils (a) 0.45 Index for "Hot Rolled (HR)

& Sheets Coils & Sheets, including

Narrow Strip” under sub-group

of "Mild Steel -Flat Products"

under Group of "Manufacture

of Basic Metals" as published

by Ministry of Commerce and

b) Manufacture of (b) 0.15 Index for "Manufacture of

fabricated Metal structural metal products”

Products-Structural under Group of "Manufacture

Metal Product of Fabricated metal products,

except Machinery and Equipment"

as published by Ministry of

Commerce and Industry, GOI

Lb = 0.25 Consumer price index for

industrial workers (All India

General) as published by Labour

Bureau, Shimla.

Specified source of indices is for Ex-Works Price Component only. Bidder to furnish the

same for FOB Price Component.

G. Ex-Works/FOB Price Component of Plant and Equipment including spares, but

excluding Type Tests Charges (Any other Items not covered in A to E above, in

S.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to

its origin deadline set for

commercial bids.)

Fixed Portion F=0.15

4. Labour: Lb =

TCE.14599A-OT-6200-6000 Page 35 of

H. Installation Price Component*

S.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to

its origin deadline set for

commercial bids.)

Fixed Portion F=0.15

Indian Field Labour

“Lb” shall be co-efficient for labour component for installation works.

“L” shall be one of the labour indices namely, Consumer Price Index for Industrial Workers

(Gen.) applicable to “All India” as published by Labour Bureau, Shimla of

the Govt. of India.

“W” shall be one of the labour indices, which is the Arithmetical average of Minimum Wages

for Unskilled, Skilled, Semi-skilled and Highly skilled workers notified by the Central

Government for the particular classified Area in which the project site is located or notified by

the State Government of the state in which the project site is located, whichever is higher.

I. Civil works Price Component*

Item Index Value of Name of Value of Base Date

Coefficient published Indices as on

index and days prior to

its origin deadline set for

commercial bids.

Fixed Portion F =

(i) 0.5 x Lb = 0.5 x 0.25 Consumer price index for industrial

workers (All India General) as published

by Labour Bureau, Shimla.

(ii) 0.5 x Lb = 0.5 x 0.25 Arithmetical average of Minimum Wages

for Unskilled, Skilled, Semi-skilled and

Highly skilled workers notified by the

Central Government for the particular

classified Area in which the project site

is located or notified by the State

Government of the state in which the

project site is located, whichever is

2. Material m = 0.15 Index no. of wholesale Price under

(excluding group "All Commodities" as published

cement & by Ministry of Commerce and Industry,

3. High d = 0.05 Price of high speed diesel oil per

Speed litre at the Indian Oil Corpn. outlet

Diesel nearest to the project (selling

price inclusive of taxes & duties, if

4. Steel s = 0.25 Index for steel content shall be

" Mild Steel -Long Products”* / “Mild

Steel-Flat Products”* as published by

Ministry of Commerce and Industry, GOI.

5. Cement c = 0.10 Index for " Pozzolana Cement " as

published by Ministry of Commerce and

* Strike off whichever is not applicable

TCE.14599A-OT-6200-6000 Page 37 of

J. Site Fabricated Structural Works Price Component*

Item Coefficient Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to its

origin deadline set

for submission of

commercial bids.)

a) Hot Rolled Coils (a) 0.50 Index for "Hot Rolled (HR)

& Sheets Coils & Sheets, including

Narrow Strip” under sub-group

of "Mild Steel -Flat Products"

under Group of "Manufacture

of Basic Metals" as published

by Ministry of Commerce and

b) Manufacture of (b) 0.15 Index for "Manufacture of

fabricated Metal structural metal products”

Products-Structural under Group of "Manufacture

Metal Product of Fabricated metal products,

except Machinery and Equipment"

as published by Ministry of

Commerce and Industry, GOI

(i) 0.5 x Lb = 0.5 x 0.25 Consumer price index for industrial

workers (All India General) as

published by Labour Bureau, Shimla.

(ii) 0.5 x Lb = 0.5 x 0.25 Arithmetical average of Minimum Wages

for Unskilled, Skilled, Semi-skilled and

Highly skilled workers notified by the

Central Government for the particular

classified Area in which the project site is

located or notified by the State

Government of the state in which the

project site is located, whichever is higher

d) Fixed Component : Fs

* The above information shall be filled in at the time of Contract Agreement signing

based on price adjustment data offered by the bidder in Bid Form of Techno-

Commercial Bids and/or as mutually discussed and agreed upon.

Note: Bidder is required to necessarily quote the indices w.r.t. price adjustment for

furnished such as SG System, STG System, Electrical and C&I System and Factory

Fabricated Structures.

Gujarat Industries Power Company Limited.

Nani Naroli, Ta - Mangrol

(Price Adjustment Data)

Bidder's Name and Address:

We hereby furnish the relevant details pertaining to the price adjustment provisions in your bidding

A. Ex-Works Price Component (Excluding Spares and Type Test Charges)

BIDDERS ARE REQUIRED TO INDICATE SEPARATE INDICES FOR EACH CURRENCY.

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

submission of Price

Fixed Portion F =

4. Labour: Lb =

Sum of all material co-efficient, i.e. a+b+c+. ............... etc. indicated above shall be 0.60.

# To be specified by Bidder.

The labour co-efficient shall be

Sum of all material co-efficient and labour coefficient shall be 0.85.

Sum of all material co-efficient, labour coefficient and fixed component should be

TCE.14599A-OT-6200-6000 Page 39 of

B. Power Transformers: Ex-works / FOB Price component of Plant and Equipment including

S.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and days prior to its

opening of Techno

commercial Bids.)

Fixed Portion F=

1. *Coefficient for copper a = _____

2. *Coefficient for Electrical Lamination sheet. b = _____

3. *Coefficient for Ferrous Metals c = ____

4. *Coefficient for Insulating Material d = ____

5. *Coefficient for Transformer Oil e = ____

6. Labour: Lb =0.10

* To be specified by the bidder.

• Sum of all material coefficients a+b+c+d+e indicated above shall be 0.84.(As per

• The labour coefficient " Lb" shall be 0.10.

• Sum of all material coefficients and labour coefficients shall be

• Sum of F, a, b, c,d,e & Lb should be equal to 1.0.

C. Installation Price Component

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

submission of Price

Fixed Portion F =

Indian Field labour

“Lb” shall be co-efficient for labour component for Installation works.

L shall be one of the labour indices, namely, Consumer Price Index for Industrial

Workers (Gen.) applicable to “All India” as published by Labour Bureau, Shimla of

the Govt. of India.

W shall be one of the labour index, which is the Arithmetical average of Minimum Wages for

Unskilled, Skilled, Semi-skilled and Highly skilled workers notified by the Central Government

for the particular classified Area in which the project site is located or notified by the State

Government of the state in which the project site is located, whichever is higher.

TCE.14599A-OT-6200-6000 Page 41 of

D. Civil Works Price Component

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

submission of Price

Fixed Portion F =

Consumer price index for industrial workers (All India

(a) Lb= 0.5x0.25 Lb1/Lbo

general) as published by Labour bureau Shimla

Arithmetical Average of Minimum Wages for Unskilled

Skilled, Semi-skilled and highly Skilled Workers

Labour (W) notified by the Central Government for the particular

0.5x0.25 W1/Wo classified area in which the Project site is located or

notified by the State Government of the State in which

the project site is located whichever is higher.

Material m=0.15 Index no. of wholesale price under group “All

2. (excluding cement & Commodities” as published by Ministry of Commerce

steel ) and Industry, GoI

Price of high-speed diesel oil per Speed diesel per

High Speed Diesel litre at the Indian Oil Corpn. Outlet nearest to the

d=0.05 project (selling price inclusive of taxes & duties, if

Index for " MS Wire Rods" under sub-group of "Mild

4. Long Products" under Group of "Manufacture of Basic

Metals" as published by Ministry of Commerce and

Index for "Puzzolona Cement" under sub-group of

"Cement, Plaster & Lime" under Group of

5. Cement c=0.10 "Manufacture of Non-Metallic Mineral Products" as

published by Ministry of Commerce and Industry,

E. Site Fabricated Structural Works Price Component

Sr.No. Item Value of Name of Value of Base Date

Coefficient published Indices (as on

index and its days prior to

origin deadline set for

submission of Price

Hot Rolled Coils & (a) 0.50 Index for “Hot Rolled(HR) Coils & Sheets,

Sheet including Narrow Strip” under subgroup of

Mild steel-Flat Products under group of

Manufacture of Basic

Metals as Published by Ministry of

Commerce and Industry, GoI

Manufacture of (b) 0.15 Index for Manufacture of structural metal

Fabricated Metal products under group of manufacture of

Products-Structural fabricated metal

Metal Product products except machinery & Equipment as

published by Ministry of Commerce &

Labour : Lb/W 0.15 0.5x0.15xLb1/Lbo + 05x0.15xW1/Wo

We agree to provide you with a complete break-up of our Bid Price to enable operation of Price

adjustment Clause for afore said all price components.

Continuation sheets of like size & format shall be used, if required, in case number of currencies are

Note : Bidder shall note that it is mandatory to furnish the values of various coefficients and name,

source & origin of the published indices and its base values in this Attachment to Bid. Bidder is also

required to mention whether the indices are monthly average, weekly average or as applicable.

TCE.14599A-OT-6200-6000 Page 43 of

Duly filled, stamped & signed. (On Letter Head) Submitted

Certificate/Undertaking to be submitted by the Bidder in connection with

“Restrictions for Bidders from Countries which share land border with India”

I/We have read and understood the Clauses in ITB (Instructions to Bidders)

regarding restrictions on procurements from a Bidder of a country which shares a

land border with India and on sub- contracting to Contractors from such countries. In

this regard, I/We certify that;

(a) I/we am/are not from such a Country OR

(b) I/We am/are from such a Country but registered with the Competent Authority

(Registration Committee constituted by the Department of Promotion of

Internal Trade (DPIIT) of Govt. of India)

(Out of (a) & (b) above, delete which ever in not applicable)

I/We undertake that, I/we will not engage any sub-Contractor from such Countries for

this Job unless such a Contractor is registered with the Competent Authority

mentioned above.

I/We hereby further certify that I/We fulfil all requirements in this regard and is

eligible to be considered in the Bidding.

We are attaching copy of the valid Registration Certificate from the Competent

Authority in this connection (Certificate shall be attached wherever applicable).

(Name, Signature and Stamp of the Bidder)

GUJARAT INDUSTRIES POWER COMPANY LIMITED

TENDER NO- GIPCL/750 MW PROJECT/EPC/

750 MW (3x250 MW) LIGNITE POWER PROJECT,

AT – SURAT, GUJARAT

GENERAL CONDITIONS OF CONTRACT

SPEC. NO. TCE.14599A-OT-6200-6000

Proprietary Notice and Version Control: This document contains confidential information intended solely for the use of the “Client” in connection with the project under consideration. It is provided

exclusively to enable the recipient to evaluate the information contained herein. By accepting this document, and unless otherwise agreed in the Contract, the recipient agrees to treat the information as

confidential and not to reproduce, distribute, or disclose it to any third party outside their organisation. Exceptions to this obligation include information that:

• was already known to the recipient prior to receipt from Tata Consulting Engineers;

• becomes publicly available through no fault of the recipient or Tata Consulting Engineers;

• is received from a third party not bound by a confidentiality obligation to Tata Consulting Engineers; or

• is required to be disclosed by a specific court order.

This version supersedes all prior versions and overrides any previous offers, assumptions, deliverables, or contracts, whether communicated verbally or in writing.

SECTION TITLE SHEET

1.0 DEFINITIONS OF THE TERMS AND CONDITIONS OF

2.0 OWNER’S OBLIGATIONS

3.0 WORK TO BE PERFORMED BY CONTRACTOR AND

CONTRACTOR'S OBLIGATIONS.

4.0 SUB-CONTRACTORS

5.0 INSPECTION AND TESTING

9.0 COMMENCEMENT, DELAYS AND SUSPENSION

10.0 TESTS BEFORE TAKE OVER

11.0 LIQUIDATED DAMAGES

12.0 WARRANTIES

13.0 CONTRACT PRICE AND PAYMENT

14.0 CHANGE ORDERS

15.0 TERMINATION BY THE OWNER

16.0 SUSPENSION AND TERMINATION BY CONTRACTOR

17.0 INDEMNIFICATION

18.0 CONTRACTOR'S CARE OF THE WORKS

19.0 LIMITATION OF LIABILITY

20.0 FORCE MAJEURE

22.0 CLAIMS, DISPUTES, MUTUAL SETTLEMENT &

23.0 ENFORCEMENT OF TERMS

SECTION TITLE SHEET

24.0 REPRESENTATIONS & WARRANTIES

25.0 MISCELLANEOUS

Table – 1 PERMITS AND CLEARANCES

1.0 DEFINITIONS OF THE TERMS AND CONDITIONS OF CONTRACT

1.1 Definitions

1.1.1 In the Contract (as defined below), unless the context requires otherwise the

words and expressions defined below shall have the meaning hereinafter

assigned to them.

1.1.2 “Affiliate” shall mean an entity controlling, controlled by, or under the common

control with, a Party directly or indirectly through ownership of voting securities

or by Contract or otherwise.

1.1.3 “Annexure” means all appendices, annexures and schedules annexed to this

Contract or incorporated by reference herein and shall include all amendments

and revisions thereto made by mutual agreement of OWNER and Contractor in

accordance with the provisions contained in this behalf in this Contract.

1.1.4 "Applicable Laws” means all laws, treaties, ordinances, rules, regulations

applicable in India and amendments, re-enactments, revisions, applications,

and adaptations thereto made from time to time and in force and effect,

judgements, decrees, injunctions, writs and orders of any court, arbitrator or

governmental agency or authority, rules, regulations, orders and interpretations

of any Governmental Instrumentality, court or statutory or other body having

jurisdiction over construction of the Facility on the Facility Site, performance of

the Work or supply of Goods, operation and maintenance of the Plant, including

Applicable Permits, as may be in effect at the time of performance of work or

supply of Goods hereunder by the Contractor, which time would include Latent

Defects Period as appropriate, provided, however, that if at any time the

Applicable Laws are less stringent than the standards set forth in the Contract

hereto, the standard set forth in the contract hereto shall be deemed to be the

standards under Applicable Laws.

1.1.5 "Applicable Permits & Clearances” means any and all Permits, Clearances,

authorizations, consents, licenses (including without limitation any import or

export licenses), lease, ruling, exemption, filing, agreements, or approvals,

required to be obtained or maintained in connection with construction of the

Plant on the Site, performance of Work, and the operation of the Plant

respectively by the Contractor and the Owner in accordance with the Contract

and their maintenance, as may be in effect at the time of Contractor's

performance of Work or supply of Goods hereunder; which time would include

Latent Defects Period as appropriate.

1.1.6 “Arbitrator” means independent third-party individuals who hear the evidence,

apply the law, and decide the outcomes of arbitration disputes.

1.1.7 “Bid” means the tender offer of the Contractor to the OWNER in response to

the Tender Enquiry.

1.1.8 “BOCW” shall mean Building and Other Construction Worker cess.

1.1.9 “Business Day” means a day other than a Sunday or public holiday on which

banks are open for domestic business.

1.1.10 "Cause" in relation to the revocation or amendment of any Permit means any

fact or circumstance, including without limitation any default, neglect or failure

to abide by any of the terms and conditions of such Permit.

1.1.11 "Change in Law" means the occurrence of any of the following from 15 days

prior to date of Bid opening.

a) The enactment of any or issuance of any new Indian law that becomes

Applicable Law;

b) The amendment or repeal, or re-enactment of any existing Applicable law;

c) A change in the interpretation or application or enforcement of any Applicable

Law by Government instrumentality

d) The revocation or cancellation of any Applicable Permit unless due to a cause

attributable to the Contractor.

e) For purpose of this definition the “law” does not include any taxation laws.

1.1.12 "Change Order" means a written order from the OWNER to the Contractor after

the Effective Date of the Contract requiring a change in any part of the Work or

supply of Goods that may involve

a) A change in the Scope of Work or supply of Goods,

b) An additional Work or supply of Goods,

c) The omission of a portion of the Work or supply of Goods as per clause

d) If appropriate, an adjustment in one or more of the (i) Contract Prices, (ii)

Guaranteed Completion Dates, (iii) Milestone Payment Schedule, (iv) any of

the Performance Guarantees, or (v) any provision of this Contract including

any Annexure or Schedule hereto or

e) Any of the above in combination.

1.1.13 “Change Order Notice” means a written proposal issued and signed by

OWNER requesting a change, submitted to Contractor by OWNER pursuant to

the terms of clause 14.0 hereof.

1.1.14 “Change Order Request” means a written notice to OWNER issued by

Contractor indicating that a change order is required in connection with the

performance of the work or supply of goods.

1.1.15 “Commissioning” shall mean integrated activity covered under “Preliminary

Operation”, “Initial Operation”, “Reliability Test” and carrying out “Tests before

Taking-over” of Unit under the contract.

1.1.16 “Completion Certificate” shall mean certificate issue on completion of Facility or

service has been executed according to the terms and conditions stipulated in

1.1.17 “Contract" or “Contract Agreement" means the formal agreement, in the form

agreed between the Parties, to be executed by the Owner and the Contractor,

to which these Conditions of Contract, the Schedules, Annexures and all other

Contract Documents are attached or incorporated by reference, and which

together constitute the Contract.

1.1.18 “Contract Period” means the period from the Effective date upto and including

the last day of the Defects Liability Period / Warranty Period.

1.1.19 “Contract Price" means the lump sum price as stated in the Contract

Agreement, subject to such additions and adjustments thereto or deductions

there from, as may be made pursuant to the Contract and as payable by the

OWNER to the Contractor in consideration of it performing the Work or supply

of Goods including all obligations of the Contractor under and in accordance

with the provisions of the Contract.

1.1.20 “Contractor’s Works" shall mean the places which are used by the Contractor

or any of its sub-vendor / Sub-Contractor for the manufacture of equipment for

the Plant or performance of Work.

1.1.21 “Contractor's Equipment" means all machinery, apparatus, equipment,

appliances, Materials, items and other things (other than temporary Works) of

whatsoever nature required for the execution and completion of the Works,

performance of the Contractor’s obligations under the Contract including supply

of Goods and Work, establishing of Performance Guarantees, and the

remedying of any defects and deficiencies, but does not include equipment,

apparatus, appliances, machinery, Materials, items and other things of

whatsoever nature intended to form or forming part of the Plant.

1.1.22 “Contractor" means the person whose Bid has been accepted by the OWNER

and the legal successors in title to such person who satisfies the qualification

criteria set forth in the Tender Documents.

1.1.23 “Contractor Permits” means all Permits, required by the Contractor from any

Government Instrumentality for the performance of his obligations.

1.1.24 “Contractor's Representative" means the person named as such in the Contract

or other person appointed and from time to time communicated to the OWNER

by the Contractor in his place in accordance with the terms of the Contract.

1.1.25 “Contractual Completion Date” means (i) Provisional Take Over, or (ii) Final

Performance Acceptance in case Provisional Performance Acceptance occurs

concurrently with Final Performance Acceptance of the respective Unit.

1.1.26 “Contractual Time for Completion" shall mean successful completion of all

Performance Tests and of 'Tests before Taking Over’ and issuance of Taking

Over Certificate by the OWNER as per clause 9.3 and 10.5.2 of this Section.

1.1.27 “Cost" means all expenditure properly incurred (or to be incurred) by the

Contractor, whether on or off the Site, including overhead and similar charges,

for the full complete and proper performance of Work or supply of Goods

including discharge of all of the Contractor’s obligations under and in

accordance with the Contract which are duly audited and supported but does

not include profit.

1.1.28 “Consultant” means TATA Consulting Engineers Limited appointed by the

OWNER for the Project and shall include their duly authorised representatives.

1.1.29 “Day” means a calendar Day of 24 (twenty four) hours, and “Year” means

(three hundred and sixty five) days.

1.1.30 “Defect or Defects” means any deficiency, fault, failure, or inadequacy in

undertaking the Works including Latent Defects in accordance with the Contract

terms and conditions.

1.1.31 “Defects Liability Period” means the period of validity of the warranties given by

the Contractor commencing at Completion of the Plant or a part thereof,

including taking over, during which the Contractor is responsible for defects

with respect to the Plant (or the relevant part thereof) as provided in GCC

Clause 12.2.1 (Defect Liability) hereof.

1.1.32 “Documents" means and includes all design documents, engineering

documents, Drawings, calculations, computer software (programs), computer

media, samples, patterns, models, construction documents, erection

documents, Operation and Maintenance Manuals, and other manuals, and the

like as well as, all other data and information to be submitted by the Contractor

and shall include without limitation, engineering, design and construction

drawings, data sheets, specifications, plans, bills of Materials and estimates.

1.1.33 “Drawings" shall mean all:

a) Drawings furnished by the OWNER or the Consultant.

b) Supplementary drawings furnished by the OWNER or the Consultant to clarify

and to define in greater detail the intent of the Contract.

c) Drawings submitted by the Contractor with his proposal provided such

drawings are acceptable to the OWNER or the Consultant.

d) Engineering data and drawings submitted by the Contractor during the

progress of the Work under the Contract, provided such engineering data and

drawings are acceptable to the Consultant or the OWNER.

1.1.34 “Effective Date" or "Effective Date of Contract" means the date on which the

Contract comes into force and effect, i.e. the date on which the Letter of Intent

(LOI) / Letter of Award (LOA) is issued by Owner, unless otherwise specified in

1.1.35 “Facility" or “Plant” means, collectively, all the Units and other apparatus,

appliances, machinery, equipment, components and other Works, together with

all auxiliaries, Materials, apparatus, appliances others things whatsoever and

related buildings as an integrated whole, including without limitation all systems

and sub-systems thereof and related facilities, including without limitation any

and all appliances, parts, instruments, appurtenances, accessories and other

property that may be incorporated or installed in or attached to or otherwise

become part of the Plant or as envisaged in the Contract or which otherwise

constitutes a part of the Facility and located on Site.

1.1.36 “Final Acceptance” means the acceptance by the OWNER of the Unit as a

whole in accordance with clause no. 10.6 of Conditions of Contract.

1.1.37 “Final Acceptance Certificate” means the acceptance by the OWNER of Unit

as a whole in accordance with clause no. 10.7 of Conditions of Contract.

1.1.38 “Final Payment Certificate” means the payment certificate issued by the

OWNER or his Representative under clause 13.8 hereof to the Contractor.

1.1.39 “Financing Document’ means any document relating to the: Debt or equity

financing to the OWNER for provision of funds for the development, design,

construction and/or operation of the Plant; or Funds for refinancing part or

whole or take-out of any such financing.

1.1.40 “Financial Closing Date” means the date on which OWNER has access to funds

pursuant to Financing Documents

1.1.41 “Financing Party” means any Person or Persons providing:

a) Debt or equity financing to the OWNER (including Owner’s sister concerns)

to provide funds for the development, design, construction and / or operation

of the Project;

b) Interim or long term financing for the construction of the Plant.

1.1.42 “Force Majeure Event” shall have the meaning set forth in clause no. 20.0 of

these Conditions of the Contract.

1.1.43 “Foreign Currency" means a freely convertible currency, specified in the “Price

Schedule” of Volume – I in which part of the Contract Price is payable, but not

1.1.44 “Conditions of Contract” means these ‘Terms and Conditions of Contract’ as

mutually amended in accordance with the provisions contained in this behalf

herein as applicable to scope of supply of Goods or Work.

1.1.45 “Goods” means all of the equipment, machinery, apparatus, appliances,

components and/or other Materials and things, which the Contractor is required

to supply to the OWNER under the Contract.

1.1.46 “Good Engineering Practices” means those practices, methods, acts,

techniques and standards as may be followed or employed in the performance

of the Work or supply of Goods and discharge of its obligations by the

Contractor and which (i) are generally accepted internationally for use in the

electric utility industry, taking into account conditions in India, in connection with

power stations of the same or similar size and type as the Plant, (ii) are

commonly used in prudent electric utility engineering, construction, project

management and operations, and (iii) would be expected to result in

performance of the Services and completion of Works in a manner consistent

with Applicable Laws, Applicable permits, reliability and safety.

1.1.47 “Government Instrumentality" means the Government of India and any other

State, or any political subdivision, ministry, department, agency, corporation,

commission or any regional, local or municipal authority or governmental body

thereof or any other governmental or statutory body under the direct or indirect

control of the Government of India or Government of Gujarat State or of any

other State, or of any political subdivision, ministry, department, agency,

corporation, commission, or any regional, local or municipal authority or

governmental body thereof, and shall include without limitation any other

governmental or statutory body having jurisdiction over the facility or over the

performance of any part of Work or the Works or any obligation of the

Contractor or the OWNER under the Contract.

1.1.48 “Grid" means the system of electrical transmission and distribution of GETCO

interconnecting different generating stations, transmission lines, sub-stations,

circuits, transformers, switchgear and other equipment upto and on the GETCO

side of the Interconnection Point.

1.1.49 “Guaranteed Completion Date” or “Guaranteed Completion Dates” means,

individually or collectively, the Completion Date of the Unit.

1.1.50 “Hazardous Materials" means (i) hazardous materials, hazardous wastes,

hazardous substances, toxic substances or contaminants as those terms are

defined under any environmental law or regulation, including, but not limited to,

Applicable Laws, and in the regulations adopted or promulgated pursuant

thereto; (ii) petroleum and petroleum products including crude oil and any

fractions thereof; (iii) any other hazardous, radioactive, toxic or noxious

substance, material, pollutant, or solid, liquid or gaseous waste; and (iv) any

substance that, whether by its nature or its use, is subject to regulation under

any environmental law or with respect to which any applicable environmental

law or any Governmental Instrumentality requires environmental investigation,

monitoring or remediation.

1.1.51 “Initial Operation" shall mean all operations undertaken as part of

"Commissioning" after completion of "Preliminary Operation" and upto

commencement of "Reliability Test". It shall be the first integral operation of the

complete Plant / system / equipment covered under Contract and shall include

first light up / initial equipment rolling, equipment stretch-out, dry-out and

operational chemical cleaning, no-load / partial load / full load runs for

mechanical / electrical tryout and gathering of operational data; calibration,

setting and commissioning of control systems; and shutdown inspection and

adjustment after running trials of the Plant / system / equipment covered under

1.1.52 “Inspector" shall mean the authorised representatives appointed by the

OWNER or the Consultant or Owner’s Third Party Inspection Agency for

purpose of the inspection of materials / Equipment / works / Services.

1.1.53 “Installation” shall mean the process of setting up, assembling or integrating

equipment, systems, software or other products to ensure they are operational

and functioning as intended.

1.1.54 “Intellectual Property” means copyrights conferred under statute, common law

or equity in relation to inventions (including patents) registered and

unregistered trademarks and service marks registered and unregistered

designs, circuit layouts, confidential information, proprietary information and all

other rights resulting from intellectual activity in the industrial, scientific, literary

or artistic fields.”

1.1.55 “Interim Payment Certificate” means any payment certificate other than Final

Payment Certificate, issued by the OWNER or OWNER’s Representative

pursuant to clause no. 13.04 hereof.

1.1.56 “Latent Defect” shall be the defects inherently lying within the goods i.e. due to

faulty design, material or workmanship and which do not manifest during

normal inspections carried out by the OWNER in accordance with O&M manual

during the initial Warranty Period.

1.1.57 “Latent Defect Liability Period” means the liability period as set forth in clause

1.1.58 “Letter of Acceptance” means the letter of formal acceptance, signed by the

Owner, of the Tender, including any annexed memoranda comprising

agreements between and signed by both Parties. If there is no such letter of

formal acceptance, the term “Letter of Acceptance” means the Contract

Agreement and the date of issue or signing of the Contract Agreement shall be

deemed to be the date of the Letter of Acceptance.

1.1.59 “Letter of Intent” means the letter released by the Owner to the Bidder notifying

acceptance of his offer.

1.1.60 “Liquidated Damages” means the appropriate measures of the damages for

such delays or such shortfalls in performance and are neither penalty nor

consequential damages sustained by OWNER as a result of such delays and /

or shortfalls, as set forth in clause 11.0 hereof.

1.1.61 “Local Currency” means the currency of the country.

1.1.62 "Manuals” means all the various instruction manuals to be provided as per the

Contract by the Contractor and shall include Manuals described in

Specifications or Conditions of Contract.

1.1.63 "Manufacturer" means any entity or firm who is the producer and furnisher to

the Contractor of any material or designer and fabricator of any equipment /

systems which is to be incorporated in or forms part of the Plant / work.

1.1.64 “Materials” means Goods and other things of all kinds to be provided and

incorporated, to be used in the permanent Works / Plant/ Works by the

Contractor, including Goods purchased by the OWNER and supplied to the

Contractor or as a free issue or the supply-only items (if any) which are to be

supplied by the Contractor under the Contract.

1.1.65 “Mechanical Completion” means the completion of all Works by the Contractor

including completion of construction, erection, installation and calibration,

construction and testing services with respect to all mechanical, electrical,

structural, instrumentation and control systems (including equipment) of the

Unit, and it has achieved a state of readiness for “Preliminary Operation”. The

existence of “Punch List” items, which do not prevent or adversely affect the

Unit, from being in a state of readiness for “Preliminary Operation” shall not be

construed as preventing the Unit, from achieving Mechanical Completion.

1.1.66 “Milestone Payment Schedule” means the document which sets forth the limits

of payments to be released (worked out, inter alia, on the basis of payment

terms agreed by the OWNER by linking such payment limits (in terms of

percentages) with detailed milestones commencing from the date of Notice to

Proceed. Such percentages shall be with reference to the Contract Price, more

particularly defined in clause 13.1.1

1.1.67 “Month" shall mean calendar month or a period of 30 (thirty) days as relevant

to the context.

1.1.68 “Monthly Progress Report" or “Progress Report” means a progress report

meeting the requirements set forth in sub – clause 3.16.44 of the Specification

1.1.69 “Notice to Proceed" means the written notice to be delivered by the OWNER to

the Contractor pursuant to clause no. 9.1 hereof.

1.1.70 “Notice in Writing" or "Written Notice" shall mean a notice in writing, typed or

printed or hand written characters, sent (unless delivered personally or

otherwise proved to have been received) by registered post or by electronic

transmission to the last known private or business address or registered office

of the addressee and shall be deemed to have been received when in the

ordinary course of post or by electronic media it would have been delivered.

1.1.71 “Offshore Supply Contractor” means a Contractor for supply of Goods from

1.1.72 “Onshore Supply Contractor” means a Contractor for supply of Goods from

1.1.73 “Onshore Service Contractor” means a Contractor for providing Services from

1.1.74 “Other Contractor” means Contractors engaged by OWNER for carrying out

civil works and other allied infrastructure facilities required for the Plant.

1.1.75 "Owner" or “Purchaser” or “Employer” means “Gujarat Industries Power

Company Limited (GIPCL)”, In its capacity as OWNER of the Facility and shall

include its successors and assigns, as well as authorised officers.

1.1.76 “Owner’s Representative" means the person appointed by the Owner from time

to time and notified as such to the Contractor to act as Owner’s Representative

for the purposes of the Contract. This shall also mean the Consultant and his

representatives

1.1.77 “Owner’s Instructions” shall mean any drawings, instructions, details, directions

and explanations, in Writing issued by the Owner or Consultant from time to

time during the subsistence of the Contract.

1.1.78 “Owner Permits” means the permits, authorisations, consents and approvals

required by the Owner to own, posses, operate and maintain the Plant and to

generate therein electrical energy.

1.1.79 “Party” means Owner or Contractor individually and “Parties” means Owner and

Contractor collectively.

1.1.80 "Permanent Works" means the Permanent Works, equipment and Materials

including all electro-mechanical works to be designed, engineered,

manufactured, installed, erected, supplied, executed, commissioned or tested

in accordance with the Contract and which form part of the Facility.

1.1.81 “Performance Guarantees” shall have the meaning set forth in this Section and

Section 7 of Volume- II.

1.1.82 "Performance Test" means, with respect to the Plant, the operation of the Plant

as an integrated whole by the Contractor in coordination with Other Contractors

as applicable, in accordance with the provisions of this Section and Section

of Volume- II to prove and establish the Performance Guarantees as per

section 7 of Volume-II.

1.1.83 "Permit" means any valid permit, authorisation, license, registration, approval,

consent, waiver, exemption, No-Objection Certificate, Approval, variance,

franchise or any similar order of or from any Government Instrumentality, court

or other body having jurisdiction over the matter in question.

1.1.84 "Person" means any individual, corporation, partnership, association, joint

stock Company, trust, unincorporated organisation, Hindu undivided Family,

joint venture, government or political subdivision or agency thereof.

1.1.85 "Preliminary Operation" means all activities undertaken as part of

Commissioning after Mechanical Completion upto commencement of Initial

Operation and shall include mechanical and electrical checkouts, calibration of

instruments and protection devices, Commissioning of sub supporting systems

and chemical cleaning of the system/equipment covered under Contract.

1.1.86 “Project” means the Facility and all the Works that are necessary for setting up

of 750MW (3X250 MW) Lignite Power Project, at Village-Vastan, Taluka-

Mangrol, District-Surat, Gujarat State, India.

1.1.87 “Project Documents” mean collectively this Contract, the Power Purchase

Agreement, the State Implementation and Support Agreement, the Land Lease

Agreement, Fuel Supply Agreement, Transportation Agreement and any other

contracts entered into or to be entered into by the Owner with Other Contractors

in connection with the Project including without limitation any contacts for

1.1.88 “Provisional Acceptance” or "Take Over” or “Commercial Operation Date

(COD)” means with respect to Unit the provisional acceptance by the OWNER,

pursuant to the provisions of clause 10.5 hereof.

Provisional take over shall mean takeover after successful completion of

reliability operation for the respective unit as per specification requirement as

evidenced by the Certificate in this regard signed by the

OWNER/PURCHASER and CONTRACTOR. (Provisional take over is same as

COD referred in the specification)

1.1.89 "Prudent Utility Practices" means those practices, methods, equipment

specifications and standards of safety and performance, as the same may

change from time to time, as are generally accepted for use in electricity

generating utilities taking into account conditions in India and commonly used

in prudent electricity generation utility engineering and operations including

design, engineering construction, erection, installation, Commissioning, testing,

operation and maintenance of power generating stations and equipment

comprised therein lawfully, safely, efficiently and economically for facilities of

the type and size similar to the Project and that generally conforms to the

Equipment Manufacturer’s operation and maintenance guidelines and also any

guidelines provided in this regard by any Government or statutory organisation

or a Rating agency and the like.

1.1.90 "Punch List” means the list prepared by Owner at the time of Provisional

Acceptance and thereafter periodically revised by Owner as necessary, and in

any case updated by Owner within 20 (twenty) days following Owner’s receipt

of a Notice of Final Acceptance, in each case with the full co-operation of

Contractor, which list shall set forth certain items of Work which remain to be

performed by the Contractor in order to ensure that the Unit fully complies with

all of the standards and requirements set forth in the Contract.

1.1.91 “Related Works” shall mean other than the Work under the Contract performed

or to be performed by the Owner or Owner’s Other Contractors in connection

with the Project either prior to, concurrently or subsequently with the Works

within or outside the Site with whom the Contractor shall co-ordinate and

interface his activities covered by the Contract.

1.1.92 “Reliability Operation” or "Trial Operation" shall have the same meaning

Volume- II of Specification.

1.1.93 "Schedule" shall have the meaning set forth in clause no. 3.17 hereof.

1.1.94 “Site” means all those parcels of land owned by Owner on which the Plant will

be located, as more particularly identified on the site plan and described in

Drawings forming part of Contract hereto.

1.1.95 “Specification” means a detailed documents outlining the requirements,

standards and technical aspects of a Project.

1.1.96 “Sub-Contractor” means any person named in the Contract as a Sub-

contractor, sub-vendor, Manufacturer or supplier for a part of the Works or any

person to whom a part of the Works has been subcontracted in accordance

with clause no. 4.0 and the legal successors in title to such Person, but not any

assignee of such Person.

1.1.97 "Take Over" or “Taking Over” shall mean Taking-over of the Unit for the purpose

envisaged under the Contract or that for which the Unit is commercially

capable, as certified upon completion of Trial Operation and Performance

1.1.98 "Take Over Certificate" means the certificate issued under clause no. 10.5.2.

1.1.99 "Temporary Works" means all temporary works of every kind (other than

Contractor's equipment) required for the execution and completion of the Works

and the remedying of any defects.

1.1.100 “Tender Documents” means the Invitation to Bid ., together with all

amendments thereto and clarifications if any issued by the OWNER or the

Consultant from time to time in respect thereof.

1.1.101 “Tests” means all tests to be undertaken by the Contractor under or pursuant

to the Contract including all the tests set forth in the Contract.

1.1.102 "Tests before Take Over" means the tests prescribed in the 'Specification', and

any other such tests as may be agreed between the OWNER and Contractor

or instructed as a Change Order, which has to be carried out by the Contractor

before the Taking Over of the Unit.

1.1.103 “Unit” shall mean Steam Generator (SG) and Steam Turbine Generator (STG),

all important auxiliary systems / equipment such as ID fans, PA fans, SA fans,

Blowers, Air Pre heaters, Start-up Burner, Bed lances, Steam Coil Air Pre

Heater, ESP, Boiler Feed Pumps, Condensate Extraction Pumps, Vacuum

pumps, Heaters, Deaerator, Generator transformer, Unit Auxiliary transformer,

Generator Circuit Breaker (GCB), Station Auxiliary transformer, condensers,

Lignite & Biomass Handling Systems, Limestone Handling, milling & conveying

and Ash handling systems, Raw Water Supply System, Water Treatment Plant,

Cooling Towers, CW / ACW pumps, Effluent Treatment Plant, Air Compressors

and dryers, Air Conditioning and Ventilation Systems, Fire Protection and fire

alarm system, Emergency DG set, Cranes and Hoists, HT/LT Switchgear,

Batteries, Battery chargers, UPS, HT / LT motors, HT & LT VFD drives, 400kV

switchyard and other electrical equipment, elevators, Control &

Instrumentation system/equipment for Main Plant and each Utility package etc.

shall be of field proven quality.

1.1.104 “Warranty Period" for the Unit shall mean the period of 18 (Eighteen) months

beginning from the date the Unit as a whole is taken over as stated in the

Provisional Acceptance Certificate. During this Warranty Period, the Contractor

will be liable to rectify defects in the Unit if any arisen.

1.1.105 “Works” or “Services" means all the work and obligations of the Contractor

under the Contract including without limitation, the Work and services briefly

described in Specifications for the Unit including permanent works and

temporary works as appropriate under the Contract.

1.1.106 "Writing" shall include any manuscript, typewritten e-mail or printed statement,

under or over signature and / or seal of the originator or author as the case may

1.1.107 “Zero Date” means the date of issue of Letter of Intent (LOI) /Letter of Award

(LOA) by OWNER to the contractor.

1.2 Headings and Marginal Notes

The section headings and marginal notes are not part of these Conditions and

shall not be taken into consideration in their interpretation.

1.3 Interpretation

1.3.1 Words importing Persons or Parties shall include related firms and corporations

and any organisation having legal capacity. Words importing the singular also

include the plural and vice versa where the context requires. Words importing

one gender also include other genders.

1.3.2 Unless inconsistent with the provisions of the Contract, the meaning of any

shipping terms and the rights and obligations of the parties there under shall be

as set forth in the latest International Chambers of Commerce (ICC) official

rules for interpretation of trade terms as per "INCOTERMS 2020".

1.3.3 The term Contractor shall include its Sub-contractor as the context requires.

1.4 Law, Language and Measurements

1.4.1 Applicable law to this Contract shall be the Indian Law. The respective rights,

privileges, duties and obligations of the OWNER and the Contractor under this

Contract shall be governed and determined by the Laws of State of Gujarat and

of the Republic of India.

1.4.2 All correspondence and documentation pertaining to this Contract shall be in

the English language only. The official text of this Contract shall be English,

regardless of any translation that may be made for the convenience of the

Parties. All correspondence, information, literature, data, manuals, definitive

documents, notices, waivers and all other communication, written or otherwise,

between the Parties in connection with this Contract shall be in English.

1.4.3 All measurements shall be in metric system.

1.5 Stamp Duty and Similar Charges

The costs of stamp duties and similar charges imposed by law on the Contract

or Agreement or any part thereof shall be borne by the Contractor.

1.6 Effective Date of Contract

The Contract shall be deemed to have come into force and effect from the date

of issue by the Owner of the Letter of Intent (LOI) / Letter of Award (LOA) to the

The date of issue of Letter of Intent (LOI) / Letter of Award (LOA) shall be

considered as “Zero Date”.

1.7 Priority of Documents

In the case of conflict or ambiguity between any of the documents constituting

the Contract, the order of precedence of the CONTRACT documents shall be

1. The CONTRACT Agreement

2. The Letter of Intent duly accepted by Contractor.

3. Minutes of Meetings (MOM), Any agreed variations to the conditions of the

documents and specifications and special terms and conditions of

‘Contract’, if any.

4. Invitation to Bid, Instructions to Bidders, General Conditions of Contract,

Schedules and all other documents, included in Volume- I of Bid Document.

5. OWNER’s/PURCHASER’s Requirement and Specifications of the

equipment to be furnished and erected under the ‘Contract’, furnished in

Volumes- II, III & IV of the Bid Document.

6. VENDOR’s / CONTRACTOR’s bid proposal including the letters of

clarifications thereto between the VENDOR/ CONTRACTOR and the

OWNER/PURCHASER or the ENGINEER prior to the award of ‘Contract”.

The Contractor is deemed to have full knowledge and understanding of the

contents of all the foregoing documents whether contained in or incorporated

by reference thereto and accepted all the terms and conditions contained

therein. In the event of any ambiguity or conflict between any of the foregoing

Contract Documents, the Contractor shall, prior to commencement of the

subcontract supplies, services or work, be deemed to have clarified from the

Owner all such ambiguities or conflicts. The order of precedence of the

foregoing documents shall be the same as listed herein above.

1.8 Documents on Site

The Contractor shall keep on the Site one complete set of the Contract, the

Documents, Change Orders, communications given or issued under various

clauses and sub clauses including clause 1.6 and the Documents referred /

mentioned in sub-clause 1.7 duly authenticated by the Owner’s Representative.

These Documents shall be either true copies or original documents, the same

being verified as true copies by OWNER’s Representative. The OWNER, the

Owner’s Representative and his delegates (as referred to in sub-clause 2.4)

shall have the right to use such Documents at all reasonable times.

1.9 Communications

All certificates, notices, instructions, communications, consents, approvals,

orders or determination to be given to the Contractor by the OWNER or the

Owner’s Representative, (in as many copies required) and all notices or

communication, to be given to the OWNER or to the Owner’s Representative

by the Contractor, shall be in Writing and may either be delivered by hand

against written acknowledgement of receipt, or be sent by e-mail or one of the

agreed systems of electronic transmission as agreed by the OWNER. The

addresses for the receipt of such communications shall be as stated in the

Contract as modified by notice given in accordance with this clause no. 1.9.

The Contractor shall maintain a separate set of copies of all the inward and

outward correspondences which should be produced at any time if need be.

The Contractor shall act or modify actions only on the basis of valid written

communications received from the OWNER / OWNER’s representative and

would need to provide the documentary evidence (correspondences received

from OWNER / OWNER’s Representative) if required by the OWNER.

1.10 Provision of Documents

1.10.1 The Documents referred to in Volume - II of specification shall be in the custody

and care of the Contractor. The Contractor shall furnish to the OWNER /

Owner’s Representative Documents, Drawings, etc. as per Volume – II.

The Construction Documents shall be in the custody and care of the

CONTRACTOR. Unless otherwise stated in the OWNER / PURCHASER’s

Requirements, the CONTRACTOR shall provide TEN (10) copies for the use

of the OWNER / Engineer and assistants.

1.10.2 In addition and without prejudice to the foregoing the Contractor shall provide

to the OWNER “as built” Drawings (02 sets of hard copies & soft copies (PDF

Format)) of the Unit consequent to Final Acceptance and only on the Day of

delivery of such as-built Drawings the Final Acceptance shall take effect.

1.10.3 OWNER / PURCHASER’s Use of CONTRACTOR’s Documents

The OWNER / PURCHASER may, copy, use and communicate any such

documents (including making and using modifications) for the purposes of

completing, operating, maintaining, altering, adjusting and repairing the Works.

Furthermore, the Owner shall be free to reproduce all such documents

furnished to the Owner for the purpose of the Contract including if required for

1.11 Contractor's Use of Owner’s Documents

1.11.1 Copyright in the Owner’s requirements and other Documents issued by the

OWNER or the Owner’s Representative to the Contractor shall (as between the

parties) remain the property of the OWNER. Ownership in all documents

provided by the Contractor to the OWNER pursuant to the Contract including

design, engineering, Drawings and Works layout (but excluding proprietary

information and Manuals provided by vendors of equipment for use of the

OWNER) shall be with the OWNER. The Contractor may, at its Cost, copy, use

and communicate any such documents for the purposes of the Contract. They

shall not, without the Owner’s consent, be used, copied or communicated to a

third party by the Contractor, except as necessary for the purposes of the

Contract including performance of Work or supply of Goods.

1.11.2 The Contractor shall indemnify the OWNER in case of breach of this clause by

the Contractor. If these Documents are received by a third party from the

Contractor and the third party makes use of these Documents to cause harm

or monetary loss to the OWNER or use these Documents for their personal

gain / monetary gain, the Contractor shall compensate the OWNER for the loss

suffered as well as for the value of gain derived by third party.

1.12.1 The Contractor shall treat the details of the Contract as private and confidential,

except to the extent necessary to carry out his obligations hereunder. The

Contractor shall not publish, permit to be published, or disclose any particulars

of the Contract in any trade or technical paper or elsewhere without the

previous consent in writing of the OWNER and at the Owner’s sole discretion.

1.12.2 The contractor shall indemnify the OWNER in case of breach of this clause. If

the confidential details relating to this Contract or its contents are received by

a third party from the Contractor and the third party makes use of these details

to cause harm or monetary loss to the OWNER or use these Documents for

their personal gain/ monetary gain, the Contractor shall compensate the

OWNER for the loss suffered as well as for the value of gain derived by the

third party. The Contractor shall not use the confidential details of the Contract

for any other purpose except for the strict purpose of this Contract.

1.13 Contract Co-ordination and Interface

1.13.1 The tender is for award of work on Engineering Procurement and Construction

single point responsibility turnkey contract and Owner intends to enter into

Turnkey EPC Contract (Single Contract). However, after award of EPC Order

to successful Bidder, in case there is requirement of separate contract like

supply, Civil works and Erection & commissioning etc., the same shall be

mutually discussed between Owner and Successful Bidder (EPC Contractor)

and Owner reserves the right to decide.

1.13.2 The Contractor, with whom any of above Contract(s) are entered into by the

Owner, shall be responsible for effective co-ordination and interfacing of all his

contracting activities and obligations under the Contract with the activities and

obligations of the Other Contractors in a seamless manner, irrespective of

whether the same is specifically detailed in such Contracts, to ensure that the

Guaranteed Time Schedule and Performance Guarantees set forth in the

Contracts are properly fulfilled in a timely manner by all such Other

1.14 Assignment

1.14.1 The Contractor shall not, without the prior consent of the OWNER assign to any

person any benefit of or obligation under the Contract in whole or in part. Such

assignment, if approved by OWNER, shall not relieve the Contractor from any

obligations, duty, or responsibility under the Contract. It is specifically agreed

between the Parties that the Contractor shall be solely responsible for the work

undertaken by the sub-contractor.

1.14.2 The Contractor consents to the creation by the OWNER of a security

assignment of the Contract in favour of any Financing Parties (or a trustee

acting on behalf of one or more Financing Parties) and hereby undertakes to

execute upon the request of the OWNER such Documents including those

giving effect to this consent of Contractors as may be reasonably required to

give effect to any such assignment provided that the Contractor is not subject

to any duty, liability or responsibility greater than that under the Contract.

1.14.3 The OWNER shall not, without the prior consent of the Contractor, assign to

any Person any benefit of or obligation under the Contract in whole or in part.

However, the OWNER can assign to its parent companies or subsidiary

companies without prior permission of the Contractor. Such assignment shall

not relieve the OWNER from any of its obligations, duties or responsibilities

under the Contract.

1.14.4 Any Sub-Contracts entered into by Contractor pursuant to clause no. 4.0 of

these Conditions of Contract shall provide that, pursuant to terms that are

available on a commercially reasonable basis, the rights and obligations of the

Contractor under each such sub-Contract are assignable and delegable to

OWNER, its successors and assigns and the Financing Parties and shall be

deemed to have been assigned to the OWNER, or if required by the OWNER

to the Financing Parties forthwith upon OWNER's written request without any

further act, deed or thing and irrespective of termination or otherwise of the

1.14.5 Independent Contractor

The Contractor / EPC Contractor shall be an independent contractor performing

the Contract. The Contract does not create any agency, partnership, joint

venture or other joint relationship between the parties hereto. Subject to the

provisions of the Contract, the Contractor shall be solely responsible for the

manner in which the Contract is performed. All employees, representatives or

Subcontractors engaged by the Contractor in connection with the performance

of the Contract shall be under the complete control of the Contractor and

shall not be deemed to be employees of the Owner, and nothing contained in

the Contract or in any subcontract awarded by the Contractor shall be

construed to create any contractual relationship between any such employees,

representatives or Subcontractors and the Owner.

2.0 OWNER’S OBLIGATIONS

2.1 General Obligations

The OWNER/ PURCHASER shall provide the Site and shall pay the

CONTRACTOR in accordance with Clause 13. However, the Owner has no

responsibility to the Contractor or a sub-contractor or its employees in respect

of remuneration, annual leave, sick leave, long service leave, public holidays,

redundancy payments or any other similar benefits under any law.

2.2 Access and Right to use of the Site

The OWNER shall grant the Contractor right of access to and make available

the Site to the Contractor in accordance with the terms of the Owner’s property

rights within reasonable time after the Effective Date for the performance of the

Work or pursuant to and in accordance with the Contract. Such right and use

of the Site may not be exclusive to the Contractor. In the execution of the

Works, no persons other than the Contractor or his duly appointed

representative, Sub-contractor and workmen, shall be allowed to do Work on

the Site, except by the special permission, in Writing of the OWNER’s

representative.

2.3 OWNER's Other Obligations

a) Designate a person as OWNER's Representative to be the contact for

Contractor with respect to the performance of the Works and Contractor’s

obligation under the Contract and shall be authorised to act for and on behalf

of OWNER and administer this Contract on OWNER's behalf, agree upon

procedures for co-ordinating OWNER's efforts with those of Contractor and

as appropriate, make information available to Contractor.

b) Provide at its expense fuel and electricity as reasonably required during

Commissioning and during Performance Tests before Take-Over including

Reliability Operation, Performance Test, Unit Characteristic Tests and other

tests as per Tender. The provisions of fuel and electricity as required for other

activities and Work of the Contractor shall, be by the Contractor at its cost and

expense. (Note: Construction power will be on chargeable basis as per

c) Provide, at its own expense, the Operation and Maintenance (“O&M”)

personnel to operate the Plant under the direction, guidance and supervision

of the Contractor prior to Provisional Performance Acceptance, but

nevertheless after successful Trial Operation and Reliability Tests.

d) Pay in a timely manner in accordance with Terms of Payment, subject to

fulfilment of milestones and provided the Contractor is not in breach of

Contract, the Contract Price and all other sums, if any, required to be paid by

it to Contractor pursuant to the Contract.

2.4 The OWNER's Representative

2.4.1 OWNER's Representative's Duties and Authority

OWNER’s representative shall also include Consultant / Consulting Engineer

or Third-Party Inspection Agency as required or deemed appropriate or

authorised by the OWNER. Any act, instruction or decision of the OWNER’s

representative shall be as if this was an act, instruction or decision of the

2.4.2 Except as expressly stated in the Contract, the OWNER's Representative shall

have no authority to (a) amend, alter, modify or waive any provision or term of

the Contract, or (b) relieve the Contractor of any of his duties, obligations or

responsibilities under the Contract. Any proposal, inspection, examination,

testing, consent, approval or similar act by the OWNER's Representative

(including absence or disapproval) shall not relieve or absolve in any manner

whatsoever, the Contractor from any responsibility, liability or obligation under

the Contract, including responsibility and liability for his errors, omissions,

discrepancies, and non-compliance with the Specifications and any provisions

of the Contract.

2.4.3 OWNER's Representative's instructions

The Contractor shall comply with written decision instruction or order given by

the OWNER's Representatives in accordance with the Contract.

2.4.4 Right to Examine and copy

The OWNER/OWNER’s Representative shall have the right, at any time on

reasonable notice and at the premises of the Contractor or any Sub-

contractors, to examine Drawings or Documents which have been prepared by

the Contractor or any Sub-contractor for the purpose of Contract (including

manufacturing Drawings of items not manufactured exclusively for the purpose

of Works but which are normally intended for disclosures to purchasers), except

Drawings or Documents containing proprietary manufacturing know-how which

2.4.5 Further, the OWNER is also free (subject to the rights the Contractor himself

has) to copy, use, reproduce all designs, Drawings, models, plans,

Specifications, design details, photographs, CAD Materials, and any other

material as supplied by the Contractor in connection with Facility or Works for

completion, repair, reconstruction, modification, maintenance etc. The

OWNER/OWNER’s Representative may also allow third parties to use copy

and reproduce the same.

3.0 WORK TO BE PERFORMED BY CONTRACTOR AND CONTRACTOR'S

3.1.1 The OWNER has engaged the Contractor relying upon the representations,

assurances and Warranties made by the Contractor including the

representation that the Contractor has the experience, skill and resources to

perform the Work or supply the Goods and to design, engineer, supply, erect,

construct, install, build and complete in all respects the Unit fit for the purpose

and deliver the same to the OWNER in accordance with the Contract, and

Contractor acknowledges such reliance by the OWNER and the acceptance of

the Contractor for such engagement.

3.1.2 Without prejudice to the foregoing, except as otherwise expressly set forth in

the Contract as within the scope of OWNER’s obligations under the Contract,

the Contractor shall supply the Goods and / or perform or cause to be

performed all Work and Services required in connection with the design,

engineering, supply of equipment, procurement (including, without limitation, all

transportation services in connection therewith), construction, erection, start-

up, commissioning, testing including conducting of Performance Tests and

other works and services upto the Final Acceptance of the Unit by the OWNER

and in connection therewith provide all Materials, equipment, machinery, tools,

labour, transportation, administration and other services and items required to

complete the Unit in all respects upto the Final Acceptance and having

demonstrated the performance as guaranteed under the Contract by the

Contractor on a total fixed price basis and otherwise in accordance with this

If there are any supplies, Work and Services required in connection with the

design, engineering, procurement, manufacture, supply, transportation to site,

fabrication, construction, erection, testing, commissioning and upto Final

Acceptance of the Unit which are not specifically mentioned in the Contract or

which are not under the Contract expressly stated to be outside the Contractor’s

Scope of Work or Supply described in the Contract, but which are necessary to

complete, commission and efficiently operate the Plant as per Prudent Utility

Practices, and have the performance as guaranteed under the Contract by the

Contractor including for normal, safe and continuous operation of the Plant, the

Contractor shall provide or cause the same to be provided as part of its

obligations under the Contract. The Work to be performed or Goods to be

supplied by the Contractor under the Contract shall, without prejudice to the

generality of the foregoing include but not be limited to the following:

a) All engineering and design services including necessary investigations

required for a completely engineered Unit including necessary

b) Provision of all equipment, systems and materials as per the specification that

will be merchantable, new and of first class quality, Contractor's Equipment,

Temporary Works and all other items, whether of a temporary or permanent

nature including those required for the design, execution, completion, testing

upto Taking Over and remedying of defects during Warranty Period including

Latent Defect Period;

c) Transportation to works from Port of entry and import clearance and handling

services in and into India and inland transportation from the relevant points of

delivery required in connection with the completion of the Unit and the

performance of the other Work;

d) Receipt of (c) above at site including preservation during storage and stores

e) Project management.

f) Mechanical, electrical and instrumentation, installation, erection and

installation services; Mechanical Completion, testing and commissioning,

start-up, Preliminary Operation, Initial Operation, Reliability Operation, Unit

Characteristics Tests and conducting of Performance Tests and proving of

Performance Guarantees before Take Over of the Units including obtaining

of all Applicable Permits, with Contractor having responsibility for overall co-

ordination of licenses and permits under this Contract and all training

g) Provision of all necessary superintendence, labour, construction fuels and

construction materials and other Contractor’s Equipment, chemicals, utilities,

tools, supplies and other consumables and services and Work;

h) Rectification of defects and deficiencies including replacement to achieve

Performance Guarantees and / or remedying of defects and deficiencies

discovered or occurring during Warranty Period including the Latent Defect

Liability Period; and

i) Provide training to OWNER’s operation & maintenance personnel.

3.1.3 Further, it is acknowledged by the Contractor that he himself shall be primarily

responsible for successful execution of all deliverables as specified in the

Contract clauses.

3.1.4 The CONTRACTOR shall, in all matters arising in the performance of the

Contract, comply with, give all notices under, and pay all fees required by, the

provisions of any national or state statute, ordinance or other law, or any acts,

or any regulation of any legally constituted public authority having jurisdiction

over the Works. The CONTRACTOR shall obtain all permits, licences

(including, without limitation, Labour license, Electrical inspector license, Boiler

inspector clearance under IBR Act, Factories Inspector clearance, visas for the

Contractor’s and Subcontractor’s personnel and entry permits for all imported

Contractor’s Equipment etc.) or approvals required for any part of the Works,

in reasonable time taking account of the times for delivery of the Plant and

Materials and for completion of the Works. The Contractor shall indemnify and

hold harmless the Owner from and against any and all liabilities, claims, fines,

penalties and expenses of whatever nature arising or resulting from the

violation of such laws by the Contractor or its personnel.

3.1.5 Quality Assurance

The CONTRACTOR shall institute and adhere to a quality assurance system

to demonstrate compliance with the requirements of the Contract and other

prevalent engineering practices. Such system shall be in accordance with the

details stated in the Contract. Compliance with the quality assurance system

shall not relieve the CONTRACTOR of his duties, obligations or responsibilities

to meet the contractual obligations.

Details of all procedures and compliance documents shall be submitted to the

OWNER/ENGINEER for approval/ information before each design,

manufacturing, supply and execution stage is commenced. When any

document is issued to the OWNER / Engineer, it shall be accompanied by the

signed quality statements for such document, in accordance with details stated

in the Contract. The OWNER / Engineer shall be entitled to audit any aspect

of the system and require corrective action to be taken. The Contractor shall

fully comply with the approved Quality Assurance documents. If the Contractor

fails to comply with the Quality Assurance system, the Owner/ Representative

may give a notice to the Contractor setting out details of the failure and directing

the Contractor to rectify the same. Failure by the Contractor to rectify such non-

compliance will entitle the Owner to get the defect rectified from any other

person at the Contractor’s risk & cost.

3.1.6 Site Data

The CONTRACTOR shall be deemed to have inspected and examined the

site, its surroundings, the above data and other available information, and to

have satisfied himself (so far as is practicable, taking account of risk, cost and

time) before submitting the Tender, as to :

a) The form and nature of the Site, including the sub-surface conditions,

b) The hydrological and climatic conditions.

c) The extent and nature of the work and materials necessary for the

execution and completion of the Works, and the remedying of any

d) The means of access to the site, accommodation and other facilities he

The CONTRACTOR shall be deemed to have obtained all necessary

information as to risks, contingencies and all other circumstances which may

influence or affect the Bid for the reasons whatsoever

3.1.7 CONTRACTOR’s Operations on Site

The CONTRACTOR shall confine his operations to the Site, and to any

additional areas which may be provided by the CONTRACTOR and agreed by

the OWNER / Engineer as working areas. The CONTRACTOR shall take all

necessary precautions to keep his personnel and equipment within the Site and

such additional areas, and to keep and prohibit them from encroaching on

adjacent land. In case the need for the CONTRACTOR’s personnel to work

outside the areas marked out for him, the same shall be done only with the

written permission of the OWNER / PURCHASER.

3.2 Engineering and Design

3.2.1 The Units shall be designed to meet the requirements specified by Government

of India/Ministry of Power/CEA for flexible operation with coal and biomass co-

firing. Contractor shall provide all design and engineering services necessary

for design, engineering, erection, supply of equipment, installation, testing and

completion of the Unit in accordance and conformity with the Contract, Good

Engineering Practices and Prudent Utility Practices including:

a) Preparation and submission of

(i) The conceptual design including the design basis of Unit and

auxiliaries; and

(ii) The engineering and design necessary to describe and detail the

Works and the Project.

b) Modelling of Unit using proven software packages for performance

c) Provision of criteria for the detailed design by other suppliers of Equipment/

system/ structures for incorporation into the Unit.

d) Preparation of design, engineering Drawings, plans, bill of material, schedule

and estimates for the Unit and the Project and the performance by Contractor

of its obligations hereunder so that the Works constructed and commissioned

by the Contractor is capable of meeting the Performance Guarantees and will

be such as could be legally, safely and reliably placed in commercial operation

by the OWNER in accordance with Prudent Utility Practices.

Contractor acknowledges the fact that the OWNER has agreements with the

fuel suppliers, other Contractors, off takers and other third parties. Contractor

shall co-operate with all these parties in the design, engineering, procurement,

fabrication, supply, delivery, construction, Commissioning, start-up, testing,

Take-over, operation, maintenance and repair efforts, and accommodate their

reasonable interface and interconnection requirements within the limitations of

Contractor's design and scope of Work or Goods or other obligations

3.2.2 Design / Construction Documents

a) The Contractor shall prepare documents in conformity with Volume - II of

Specification in sufficient detail to satisfy and comply with, all Applicable

Permits including regulatory approvals, to provide suppliers and construction

personnel sufficient instruction to execute the Works, and to describe the

operation and maintenance of the completed Works. The OWNER /

OWNER's Representative shall have the right to review and inspect the

preparation of design and construction Documents.

b) Each of the design and construction documents shall, when considered ready

for use, be submitted to the OWNER / OWNER's Representative for pre-

construction review. In this sub-clause 3.2.2, "review period" means the

period required by the OWNER's Representative, which shall not exceed

(Twenty one) Days, calculated from the date on which the OWNER /

OWNER's Representative receives a design / construction document and the

Contractor's notice that it is considered ready, both for a pre-construction

review in accordance with this sub-clause 3.2.2, and for use thereof. If the

OWNER / OWNER's Representative, within such review period, notifies the

Contractor that such design / construction document fails (to the extent stated)

to comply with the OWNER's requirements, it shall be rectified, resubmitted

and again reviewed in accordance with this sub-clause, at the Contractor's

cost. Any such notification by the OWNER / OWNER’s Representative or their

failure to so notify shall not, however, relieve or absolve the Contractor in any

manner whatsoever of its obligations, Performance Guarantees and

Warranties under the Contract. In case drawings/documents submitted by

Contractor are not in line with the Tender specification, Owner may take more

time to review and comment. In case of delay in review of drawing/document

by Owner, Contractor to depute their personnel to Owner’s office to resolve

such issues and any claim by contractor shall not be entertained by Owner.

The Owner shall not be liable to pay for any additional claims on account of

delay due to review of drawings not in line with Tender specification submitted

c) For each part of the Unit, and except to the extent that the prior consent of the

OWNER / OWNER's Representative shall have been obtained:

(i) Construction, and erection shall not commence prior to the expiry of

the review periods for the design / construction documents, which are

relevant to the design and construction of such part;

(ii) Construction shall be in accordance with such construction

(iii) If the Contractor wishes to modify any design or Document which has

previously been submitted for such preconstruction review, the

Contractor shall immediately notify the OWNER/ OWNER’s

Representative and shall subsequently submit revised Documents to

the OWNER/ OWNER's Representative for pre-construction review.

d) If the OWNER / OWNER's Representative instructs that further design /

construction documents are necessary for carrying out either pre-construction

review or the Works, the Contractor shall upon receiving the OWNER/

OWNER's Representative's instructions prepare such design / construction

documents at no extra cost.

e) The Contractor at his cost shall rectify errors, omissions, ambiguities,

inconsistencies, inadequacies and other defects.

Contractor shall submit to OWNER, as they become available from time to

time during their preparation, all Contractor specifications and Documents

including data sheets, plans and drawings, and other information and

documents required for the Unit including those listed in Volume – II hereto

(collectively, the 'Design Documents") as per Document Distribution Schedule

in Volume – II of specification. In addition, Contractor shall provide the

(i) Commissioning and Operation & Maintenance Manual:

OWNER and Contractor shall work together to agree, at the earliest

practicable date on a preliminary outline of the form and content of, and

not later than 8 (eight) Months after the Notice to Proceed is issued,

OWNER and Contractor shall agree on the final form and content of

complete equipment and system, instructions for the start-up,

commissioning, operation and maintenance of the Plant (the 'Operating

Manual"). Not later than 12 (twelve) Months after the Notice to Proceed

is issued, Contractor shall prepare in individually numbered bound

volumes and deliver to OWNER 10 (Ten) sets each of the

commissioning and Operating Manual in English language.

The “Operating Manual” shall incorporate relevant technical details,

procedures and sequences in respect of Unit including all sub-systems.

Contractor shall consult with OWNER in the preparation of the

Operating Manual and OWNER will be permitted to make

recommendations as to the final form and substance of the Operating

Manual. Subsequent to such delivery, Contractor shall update and

revise the Operating Manual, as required, in order to reflect changes in

Contractor or Sub-contractor recommended operating or maintenance

procedures, improvements in the original Operating Manual, or

revisions requested by OWNER.

Contractor shall obtain all instruction Manuals and special directions

required for preparation of the Operating Manual from equipment

Manufacturers or vendors or shall itself provide any such written

instructions when they are not available from such Manufacturers or

vendors. The Operating Manual shall be based on a generally accepted

standard of professional care, skill, diligence and competence

applicable to engineering and operating practices, shall be consistent

with Prudent Utility Practices, and shall be prepared so that operation of

the Units in accordance with the Operating Manual shall, under

anticipated operating conditions, result in operation of the Project at the

capacity, efficiency, reliability, safety and maintainability levels

contemplated by the Contract and shall in no way impair any Warranty

or Guarantee on equipment, Materials or Services relating to the Project

including those being furnished by Contractor or Sub-contractors under

For the purpose of Operating Manual the Contractor shall comply with

an approved standard system of Equipment Codification. The

Contractor shall also develop Codification of Equipment in respect of the

sub system, auxiliary plants and facilities delivered / furnished by others.

The final Operating manual shall be submitted in softcopy. The

commissioning and O&M manual shall be indexed so that the navigation

to the commissioning and O&M manuals of all the sub-Contractors is

possible from the main menu.

(ii) Procedure Manual:

Contractor shall, within 30 (thirty) Days after receipt of the Notice to

Proceed, deliver to OWNER a manual which provides the guidelines by

which the normal working relationships will be conducted between

OWNER and its representatives and Contractor and between

Contractor and Sub-contractors (the “Procedure Manual”). The

Procedure Manual will contain, among other materials, an

organisational chart, correspondence procedures, a Project filing

system, procedures for the review of the design Documents and Project

progress, and verification procedures to be implemented for the Project.

The Procedure Manual shall be discussed and agreed with the

OWNER. The Contractor shall deliver the final agreed Procedure

Manual to OWNER within sixty (60) days from date of NTP.

(iii) Quality Control Manual:

Contractor shall, within 30(thirty) Days after receipt of the Notice to

Proceed, deliver to OWNER a manual prepared by Contractor

conforming to the Quality Assurance Program based on Section 5 of

Volume – II which Contractor shall adhere to, in order to ensure that the

manufacturing and engineering methods and standards to be employed

by Contractor under the Contract are achieved (the “Quality Control

3.2.3 Design Co-ordination meetings

The VENDOR/CONTRACTOR will be called upon to attend design co-

ordination meetings with the OWNER/PURCHASER, other CONTRACTORS/

VENDOR’s/ Licensees and the OWNER/ Engineer during the period of the

‘Contract’. The CONTRACTOR/VENDOR shall attend such meetings as and

when required and fully co-operate with such persons and agencies involved

during those discussions without fail.

3.2.4 Contractor's Undertaking

The Contractor undertakes that the execution of the Contract and the

performance will be in accordance with the Applicable Laws.

3.2.5 Technical Standards and Regulations

The design, engineering, manufacturing, procurement, supply, erection,

installation, testing, commissioning of Unit shall comply with

a) Indian National Standards and Codes; Bureau Of Indian Standards, ASME

b) Technical and environmental regulations and Codes;

c) Regulations and Codes applicable to the electrical energy being generated

at the Facility, as also to the Facility and the standards specified in the

OWNER’s Specification/the Contract.

d) International Environmental Standards and where more stringent with the

applicable Indian Environmental Standards of Central Pollution Control

Board and Gujarat State Pollution Control Board; not withstanding what is

stated in (a) to (c) above or elsewhere in the Specifications.

e) If changed or new applicable standards come into force in the Country after

the Base Date, the Contractor shall promptly give a Notice to the Owner and

(if appropriate or requested by the Owner) submit proposals for compliance.

To the extent that:

(a) the Owner considers that compliance is required and such compliance

requires change(s) to the execution of the Works; and

(b) the Contractor’s proposals for compliance constitute a Change Order;

then the Owner shall initiate a Change Order in accordance with Clause No.

f) For detail regarding technical standard & Regulations refer Volume-II.

The Contractor shall also ensure due compliance of Indian Electricity Grid Code

covering all aspects. Complete text of the Code is available on the web site

www.cercind.com.

References in the Contract to such specifications and other matters shall be

understood to be references to the edition applicable on the Effective Date of

Contract, unless stated otherwise. In case of any conflict between provisions of

codes and the design criteria / specification the provisions that are more

stringent shall be complied with. If substantially changed or new applicable

national specifications, technical standards or regulations come into force after

the Effective Date of Contract, the Contractor shall submit proposals for

compliance to the OWNER's Representative. In the event that the OWNER's

Representative determines that such proposals constitute a Change Order, he

shall then initiate a Change Order in accordance with clause no. 14. Metric

Units shall be used in all data/ documentation / drawings covered under this

3.2.6 As-built Drawings

The CONTRACTOR shall prepare, and keep up-to-date, a complete set of “as-

built” records of the execution of the Works, showing the exact “as-built”

locations, sizes and details of the work as executed, with cross references to

relevant specifications and data sheets. These records shall be kept on the

Site and shall be used exclusively for the purposes of this Sub-Clause. Five

copies and soft copy shall be submitted to the OWNER / Engineer prior to the

commencement of the Tests on Completion.

In addition, the CONTRACTOR shall prepare and submit to the OWNER /

Engineer “as-built drawings” of the Works, showing all works as executed. The

drawings shall be prepared as the Works proceed, and shall be submitted to

the OWNER / Engineer for his inspection. The CONTRACTOR shall obtain the

consent of the OWNER / Engineer as to their size, the referencing system, and

other pertinent details.

3.3 Construction and Construction Management

3.3.1 Contractor shall develop a construction plan and shall carry out, oversee, co-

ordinate and ensure the expeditious design, engineering, procurement,

fabrication, construction, Commissioning, start-up and testing of the Unit in

accordance with Specification and other provisions of the Contract consistent

with the Guaranteed Time Schedules.

3.3.2 Contractor shall supply all material and construction equipment required in the

performance of the Work. All components of the Unit including special tools

shall be brand new equipment other than Contractor's special tools used in the

construction of the Plant. In case of usage of OWNER’s special tools, they

shall be refurbished before handing over. EPC contractor shall ensure that

supply of material is sequential & based on site requirement. If any material is

supplied early & which is not required for site erection, then owner reserved the

right to withhold the payment for supply of such items/equipment.

3.3.3 Contractor shall perform and cause its Sub-Contractors to perform all design,

engineering, procurement, fabrication, construction, erection, Commissioning,

start-up, testing, operation and maintenance upto Take-over in accordance with

Good Engineering Practices and Prudent Utility Practices so that the Unit shall

operate in accordance there with all Applicable Laws and all Applicable Permits

and in a manner as not to void or diminish any manufacturer's Warranty or any

Insurance coverage with respect to the Project. Contractor shall inspect or

cause to be inspected all equipment and shall reject those items not in

compliance with the Specification, or approved Quality Assurance Plans.

Contractor also shall carry out and oversee (a) the manner of incorporation of

the equipment into the Unit and the workmanship with which such equipment

is incorporated and (b) the performance of the Work.

3.3.4 Contractor shall establish and track Project management controls systems and

provide design, engineering, procurement, fabrication, erection,

Commissioning, start-up, testing and construction management services in

accordance with the Standards of Performance set forth in the Specification

and the Contract

3.3.5 The Contractor shall keep the OWNER’s Representative informed in advance

regarding his field activity plans and schedules for carrying out each part of the

Work. Any review of such plan or Schedule or method of Work by the

OWNER’s Representative shall not relieve the Contractor of any of his

responsibilities towards the field activities. Such reviews shall also not be

considered as an assumption of any risk or liability by the OWNER’s

Representative and no claim of the Contractor will be entertained because of

the failure or inefficiency of any such plan or Schedule or method of Work

reviewed. The Contractor shall be solely responsible for the safety, adequacy

and efficiency of Unit and equipment and his erection methods.

3.3.6 The field activities of the Contractors working at site will be co-ordinated by the

OWNER’s Representative and his decision shall be final in resolving any

disputes or conflicts between the Contractor and other Contractors and

tradesman of the OWNER regarding scheduling and co-ordination of Work.

Such decision by the OWNER’s Representative shall not be a cause for extra

compensation or extension of time for the Contractor.

3.3.7 The OWNER’s Representative shall hold weekly meeting or daily meeting if

required of all the Contractors working at Site, at a time and place to be

designated by the OWNER’s Representative. The Contractor shall attend such

meetings and take notes of discussions during the meeting and the decisions

of the OWNER’s Representative and shall strictly adhere to those decisions in

performing his Works. In addition to the above weekly meetings, the OWNER’s

Representative may call for other meetings either with individual Contractors or

with selected number of Contractors and in such case the Contractor, if called,

will also attend such meetings.

3.3.8 Time is the essence of the Contract and the Contractor shall be responsible for

performance of his Works in accordance with the specified construction

Schedule. If at any time, the Contractor is falling behind the Schedule, he shall

take necessary action to make good for such delays by increasing his work

force or by working overtime or otherwise reduce such delays by increasing his

work force or by working overtime or otherwise accelerate the progress of the

Work to comply with the Schedule and shall communicate such actions in

writing to the OWNER’s Representative, satisfying that his action will

compensate for the delay. The Contractor shall not be allowed any extra

compensation for such action.

3.3.9 CONTRACTOR’s Representative

Unless the CONTRACTOR’s Representative is named in the Contract, the

CONTRACTOR shall, within 14 days of the Zero Date, submit to the OWNER

and Engineer for consent the name and particulars of the person the

CONTRACTOR proposes to appoint as Contractor’s Representative. If the

Owner makes no objection to the appointment within fourteen (14) days, the

Contractor’s Representative shall be deemed to have been approved. If the

Owner objects to the appointment within fourteen (14) days giving the reasons

therefor, then the Contractor shall appoint a replacement within fourteen (14)

days of such objection, and the foregoing provisions of this Clause 4.3 shall

apply thereto. The CONTRACTOR shall not revoke the appointment of the

CONTRACTOR’s Representative without the prior consent of the OWNER.

The Contractor shall take prior approval before transfer of Contractor’s

representative and key personnel.

The CONTRACTOR’s Representative shall represent and act for the

Contractor at all times and shall give his whole time to directing the preparation

of the Construction Documents and the execution of the Works. Except as

otherwise stated in the Contract, the CONTRACTOR’s Representative shall

receive (on behalf of the CONTRACTOR) all notices, instructions, consents,

approvals, certificates, determinations and other communications under the

Contract. Whenever the CONTRACTOR’s Representative is to be absent from

the Site, a suitable replacement person shall be appointed.

The CONTRACTOR’s Representative may delegate any of his powers,

functions and authorities to any competent person, and may at any time revoke

any such delegation. Any such delegation or revocation shall be in writing and

shall not take effect until the OWNER’s / PURCHASER’s Representative has

received prior notice signed by the CONTRACTOR’s Representative,

specifying the powers, functions and authorities being delegated or revoked.

The CONTRACTOR’s Representative and such persons shall be fluent in the

language for day to day communications defined in Sub-Clause 1.4. Any act of

exercise by any person of powers, functions and authorities so delegated to

him or her in accordance with this Clause 4.3 shall be deemed to be an act or

exercise by the Contractor’s Representative.

3.4 Procurement

3.4.1 Sourcing.

As part of the Work, Contractor shall procure and pay for, in Contractor's name

as an independent Contractor and not as agent for OWNER except as

otherwise indicated, all Contractor and sub-contractors labour, Materials,

equipment, supplies, soil, cement, sand, gravel, paints and similar Materials

and manufacturing, fabrication and related services (whether on or off the Site)

for construction of and incorporation in the Unit or which are otherwise required

for completion of the Work in accordance with the Specification and the

Contract and are not explicitly specified to be furnished by OWNER pursuant

to the terms and provisions of the Contract including Specification. This would

also include provision of:

a) An inventory of spare parts (including maximum usage of standard items and

engineering products as spare parts) that is required for efficient and cost

effective operation of the Unit.

(i) For start-up and Commissioning upto Take-Over of Unit (start-up and

Commissioning spares) and

(ii) For the three (3) year period subsequent to such Take-Over period

(Essential, Mandatory spares as per specification),

b) The Contractor shall procure all equipments, instruments, accessories and

auxiliaries from the Sub Vendor list furnished in the Specification. However,

in case Contractor suggests alternative Sub Vendors, the Sub vendors shall

be approved Vendors of high repute who will supply these Goods

manufactured by reputed approved Manufacturers. The Contractor shall

submit to the OWNER a list of proposed alternative Sub vendors and/or

Manufacturers separately for such Equipments, components, instruments,

accessories, auxiliaries and other Materials proposing adequate plurality of

Vendors and suppliers with their details of experience and proof of their

supplies having stood test of the time in similar application earlier. The

OWNER at its discretion may or may not approve additional

Vendors/Manufacturers proposed by the contractor. The Contractor shall

procure the corresponding Plant, equipment, instruments, accessories and

auxiliaries only from approved Vendor/Manufacturers.

c) Prior to OWNER’s acceptance of Unit, all materials including lubricants,

chemicals and other consumables, reasonably necessary or appropriate for

operation of such unit shall be supplied by the contractor. Upon OWNER’s

Final Acceptance of Unit, OWNER has a first right of refusal to purchase any

unused Materials at Contractor's procurement cost. If any of the OWNER's

spare parts or Materials are utilised during any Warranty Period to fulfil

Contractor's obligations hereunder, Contractor shall promptly replace such

materials and spare parts at its own cost. After Completion of the Performance

Guarantee tests, the leftover Start-up/Commissioning Spares shall be handed

over to the Owner.

d) In connection with its procurement work, Contractor shall be responsible for

the shipping, transportation and delivery to site of all items fabricated,

manufactured, constructed or procured as set forth in the Specification and

the Contract. All such items and equipment, Materials and supplies to be

provided by the Contractor or procured on behalf of OWNER pursuant to the

Contract shall be new and of utility-grade quality, free from improper

workmanship or defects and properly warranted or guaranteed in accordance

with the Contract. Any apparent omission or error in the equipment

specifications will be corrected by the Contractor to the extent required by the

Contract including Specifications.

e) Contractor shall ensure that all construction equipment shall be of the most

suitable grade of their respective kinds for the purposes and uses intended

and construction equipment including rented construction equipment shall be

maintained in a good state of repair and working condition.

f) When required by the Contract including Specification or where equipment /

systems is referred to as "equal" any particular standard, Contractor shall

furnish to OWNER full information concerning the equipment / systems

establishing compliance with the Contract which it contemplates incorporating

in or using in connection with the Unit. Should any such equipment required

to be so submitted for approval under this paragraph be installed or used by

Contractor or a Sub-Contractor without approval by OWNER, they may

subsequently be rejected, and the cost thereof, including the Cost of all

services and labour relating thereto, shall be to the account of Contractor and

not reimbursable.

3.4.2 Co-ordination with OWNER/OWNER’s Representative / Other

a) Contractor shall be responsible for completing all clearance formalities in

respect of all imported equipment, standard spare parts, maintenance tools

and tackles and other materials used in connection with the supply of Goods

or performance of the Work imported in the name of the OWNER on

OWNER’s behalf.

b) Onshore Service Contractor shall arrange and ensure the security of all the

foregoing items while in handling, transport or storage, and the safe delivery

of the same to the plant Site and the incorporation of the same into the Unit.

In the event any such materials, equipment, supplies or other items are

damaged, lost, stolen, destroyed or otherwise impaired, Contractor shall at its

own cost and expense restore or replace such items.

c) Since the Contractor shall co-ordinate and follow up with OWNER/OWNER’s

Representative, except as may be expressly excused in the Contract

including Specification, no delay or failure to perform on the part of OWNER

shall excuse Contractor from the timely performance of its obligations under

3.5 Labour and Personnel

3.5.1 The Contractor shall make his own arrangements for the engagement of all

staff and labour, local or otherwise, and for their payment, housing, feeding and

transport. Contractor shall provide all labour and personnel required in

connection with Work, including:

a) Professional engineers licensed in accordance with any applicable licensing

requirements in India or by any other governmental instrumentality to perform

engineering services pursuant to the Contract;

b) Project team of necessary engineers from various disciplines including,

construction manager, Project engineer and lead structural, mechanical,

electrical, instrumentation and control, cost, scheduling, procurement,

construction, start-up and training supervisors, all of whom shall follow Good

Engineering Practices and shall have had extensive Plant experience in

facilities of similar technology and magnitude and shall be proficient in the

English language and have knowledge of Prudent Utility Practices, Applicable

Laws and Applicable Permits.

c) A Project Coordinator or other Representative, who shall be fully acquainted

with the Project, shall be proficient in the English language and shall have the

authority to administer this Agreement on behalf of Contractor. He shall give

his whole time to directing the preparation of all documents required for the

construction, erection and execution of the Works. Except as otherwise stated

in the Contract, the Contractor's Representative shall receive (on behalf of the

Contractor) all notices, instructions, consents, approvals, certificates,

determinations and other communications under the Contract. Whenever the

Contractor's Representative is to be absent from the site, a suitable

replacement person shall be appointed, and the OWNER / OWNER's

Representative shall be notified accordingly.

d) Quality assurance personnel, all of whom shall report directly to Contractor's

home office managers and not to the Project personnel located at the Site.

The Contractor shall employ (or cause to be employed) only persons who are

careful and appropriately qualified, skilled and experienced in their respective

trades or occupations. The Contractor shall give preference for appointment of

local labourers in unskilled, semi-skilled and skilled categories if such suitable

labourers are available.

Upon OWNER's request, Contractor shall provide OWNER with the resumes

of, and arrange for the interview by OWNER of, any or all personnel described

in clauses (a), (b) & (c) of this Section 3.5.1. In addition, OWNER will have the

right to approve those individuals who will hold the positions described in

clauses (a), (b) & (c) of this Section 3.5.1 and any other key Project personnel

employed by Contractor, and OWNER will be afforded the opportunity to

choose among candidates for the positions of Project Manager, Project

Engineer and Construction Manager. Contractor shall not remove any Project

personnel described in clauses (a), (b) & (c), of this Section 3.5.1 or any other

individual in a supervisory or lead position without the prior consent of OWNER

which consent shall not be unreasonably withheld.

3.5.2 Removal of Staff and Labour

The OWNER / OWNER's Representative may require the Contractor by notice

in Writing to remove (or cause to be removed) any person employed on the Site

or Works, including the Contractor's Representative, who in the opinion of the

OWNER / OWNER's Representative:

a) Persists in any misconduct,

b) Is incompetent or negligent in the performance of his duties,

c) Fails to conform with any provisions of the Contract;

d) Persists in any conduct which is prejudicial to safety, health, or the protection

of the environment; or

e) Other good and sufficient reasons.

3.5.3 Availability and Continuity

The Contractor shall ensure continuous presence and availability of each

approved Key Personnel for the full duration stipulated in the Contract. Absence

of Key Personnel for more than 7 consecutive days without prior written

approval shall constitute a material breach of the Contract.

3.5.4 Replacement of Key Personnel

a) The Contractor shall not remove, replace, or reassign any Key Personnel

without the prior written consent of the Owner.

b) Replacement shall only be permitted in cases of death, certified serious illness,

resignation duly justified, or Force Majeure.

c) In all cases, the Contractor shall propose a substitute with equal or superior

qualifications and relevant experience within 14 days, failing which the Owner

shall impose Liquidated Damages as per the Contract.

d) The Owner reserves the right to reject any proposed substitute.

3.5.5 Failure to Maintain Key Personnel

If the Contractor fails to provide or maintain Key Personnel as required:

a. The Owner shall have the right to levy Liquidated Damages at the weekly rate

specified in the Contract, without prejudice to other remedies under the

b. Persistent default (exceeding 30 days) shall entitle the Owner to terminate the

3.5.6 Performance Evaluation and Sanctions

i. Withholding of interim payments until compliance is achieved.

ii. Negative scoring in performance records, impacting eligibility for future

iii. Recovery of demonstrable costs incurred by the Owner due to disruption

caused by such non-compliance.

3.5.7 Rates of Wages and Conditions of Labour

The Contractor shall ensure that he pays all his personnel and shall ensure and

procure that his Sub-contractors pay to their personnel regularly their wages,

overtime and other compensations. The attendance register and the wage

register shall be submitted to the OWNER for verification at regular intervals.

The Contractor shall also furnish the OWNER at regular intervals as governed

by Applicable Laws including local statutes but not less than Monthly intervals,

certificates that he has paid to his Sub-contractors and workmen and caused

his sub-contractors to pay all the dues to his Sub-contractor workmen. In case

such payment is not made regularly by the Contractor or his Sub-contractors,

the OWNER will be in his right to make such payments and deduct the same

from the Contractor's progress payments. In case the OWNER becomes liable

to pay any wages or dues to the labour or to any Government agency under

any of the provisions of the Minimum Wages Act, Workmen's Compensation

Act or any other Applicable Law due to act or omission of the Contractor, the

OWNER may make such payments and shall recover the same from the

Contractor's bills.

3.5.8 Persons in the Service of Others

The Contractor or any of his Sub-contractors shall not recruit, or attempt to

recruit, his staff and labour from amongst persons in the service of the OWNER

or other Contractors and agencies engaged by the OWNER or the OWNER's

Representative.

3.5.9 Labour Laws

The Contractor shall comply with and shall ensure that he/his Sub-contractors

comply with all the relevant labour laws applicable to his/ his Sub-contractors

employees and shall duly pay and afford and cause his Sub-contractors to pay

and afford to them all their legal rights. The Contractor shall require all such

employees to obey all Applicable Laws and regulations concerning safety at

Contractor shall be responsible for all labour relation matters relating to the

Work or Supply of Goods and shall at all times use its best efforts to maintain

harmony among the personnel employed in connection with the Work or supply

of Goods whether by the Contractor or his Sub-contractors and shall enter into

all necessary labour agreements with such personnel. Contractor and his Sub-

contractors shall at all times comply with all Applicable Permits and Applicable

Laws relating to employment including but not limited to Contract labour

regulations, Workmen Compensation Act, Employee State Insurance and

Provident Fund regulations, retrenchment Compensation etc. and labour

welfare and use its best efforts and judgement as an experienced Contractor

to adopt and implement policies and practices to avoid Work stoppages,

slowdowns, disputes, strikes, lockouts and other labour strife and

3.5.10 Working Hours

No work shall be carried out on the Site outside the normal working hours or on

the locally recognised Days of rest or local festivals / holidays, unless:

a) Contract so provides,

b) Work is unavoidable, or necessary for the saving of life or property or for the

safety of the Works, in which case the Contractor shall immediately advise

the OWNER/ OWNER’s Representative,

c) OWNER/ OWNER's Representative gives his consent,

d) Extended working hours/shift working is essential for achieving Project

progress/milestones at no extra cost to the OWNER.

3.5.11 Facilities for Staff and Labour

The Contractor shall provide and maintain all necessary accommodation and

welfare facilities for his (and his Sub-Contractor's) staff and labour. The

Contractor shall also provide the facilities specified in the Contract including

Specifications, for the OWNER's and OWNER's Representative's personnel.

The Contractor shall not Permit any of his or his Sub-contractors employees to

maintain any temporary or permanent living quarters within the structures

forming part of the Works or Plant Site. Contractor shall make his own

arrangements to procure and construct adequate labour housing outside the

Plant battery limits. No areas inside the OWNER’s land, and Plant Site shall be

used as labour colony. No workers/labourers/supervisors or other Contractor’s

or Subcontractor’s personnel should be allowed to stay within the OWNER’s

land area after his duty hours. Similarly, no workers / labourers / supervisors or

other Contractor’s or Sub-Contractor’s personnel shall be allowed to enter the

OWNER’s land area before the start of their respective duty time.

3.5.12 Foreign Staff and Labour

The Contractor or Subcontractors may subject to Applicable Laws import and

employ such staff, artisans, and labourers as are required in order to execute

the Works. The Contractor shall ensure that all such staff and labour are

provided with the required residence visa and Work permits as governed by the

relevant Applicable Laws from time to time and to keep them in full force. The

Contractor shall be responsible for the return of all such staff and labour to the

place where they were recruited or to their domicile.

The Contractor shall submit to the OWNER’s Representative, a complete list of

foreign personnel (including necessary data as may be required by OWNER’s

Representative) as may be required for the performance of the Works in India.

Any person unsuitable and unacceptable by the OWNER/PURCHASER shall

not be brought to India. If any person brought to India is found unsuitable or

unacceptable by the OWNER/PURCHASER, the CONTRACTOR shall within

a reasonable time make alternate arrangements for providing a suitable

replacement and repatriation of such unsuitable personnel.

No person brought to India for the purposes of the 'Works' shall be repatriated

without the consent of the OWNER/PURCHASER in writing, based on a

written request from the CONTRACTOR for such repatriation giving for such

an action to the OWNER/PURCHASER. The OWNER/PURCHASER may

give permission for such repatriation provided he is satisfied that the progress

of work will not suffer due to such repatriation.

The cost of passports, visas and all other travel expenses to and from India,

incurred by the CONTRACTOR shall be to his account. The

OWNER/PURCHASER will not provide any residential accommodation and or

furniture for any of the CONTRACTOR'S personnel including foreign personnel

and the CONTRACTOR shall make his own arrangements for such facilities.

The CONTRACTOR and his expatriate personnel shall respect all Indian Acts,

Laws, rules and regulations and shall not in any way, interfere with Indian

political and religious affairs and shall conform to any other rules and

regulations the Government of India and the OWNER/PURCHASER may

establish from time to time, on them. The Contractors expatriate personnel

shall work and live in close co-operation and co-ordination with their co-

workers and the community and shall not engage themselves in any other

employment either part-time or full-time nor shall they take part in any local

The Contractor, Sub-contractors and their expatriate personnel shall not in any

way interfere with Indian political and religious affairs. Such expatriate

personnel shall work and live in close cooperation and co-ordination with their

co-workers and the community and shall not engage themselves in any other

employment neither part time nor full time nor shall they take part in any local

3.5.13 Health and Safety

Precautions shall be taken by the Contractor to ensure the health and safety of

his and his Sub-Contractors staff and labour. The Contractor shall, in

collaboration with and according to the requirements of the local health

authorities, ensure that medical staff, first aid facilities, sick bay and ambulance

service are available at the accommodation and on the Site at all times, and

that suitable arrangements are made for all necessary welfare and hygiene

requirements and for the prevention of epidemics. The Contractor shall

maintain records and make reports concerning health, safety and welfare of

Persons, and damage to property, as the OWNER's Representative may

reasonably require. Contractor shall be responsible for the medical treatment /

hospitalisation of his and his Sub-Contractor's staff / labour.

The Contractor shall appoint a member of his staff at the Site to be responsible

for maintaining the safety, and protection against accidents, of all personnel on

the Site. This person shall be qualified for his Work and shall have the authority

to issue instructions and take protective measures to prevent accidents. The

Contractor shall send, to the OWNER's Representative, details of any accident

as soon as possible after its occurrence as well as notify the concerned

Government authorities and attend to affected persons with due care and

attention promptly and immediately.

3.5.14 Contractor's Superintendence

The Contractor shall provide all necessary superintendence during the design,

engineering, construction, erection and execution of the Works, and as long

thereafter as the OWNER's Representative may consider necessary for the

proper fulfilling of the Contractor's obligations under the Contract. Such

superintendence shall be given by the sufficient persons having adequate

knowledge of the operations to be carried out (including the methods and

techniques required, the hazards likely to be encountered and methods of

preventing accidents) for the satisfactory and safe execution of the Works.

3.6.1 Contractor shall obtain and maintain in effect all Applicable Contractor Permits

including other permits of this Section required in connection with Contractor's

performance of its obligations hereunder, including supply of Goods or

performance of the Work including (a) licenses to permit Contractor to do

business in the jurisdictions where the Work is to be performed, (b) design,

engineering, procurement, fabrication; construction; erection, testing and

commissioning; start-up testing; Tests before Taking-over; (c) export; import,

other Applicable Permits necessary to move, transport and deliver construction

equipment (including parts of the Plant and the Project) to and from the Site

and into and out of India, and (d) all building Permits, construction permits and

other Permits required to be obtained with respect to the supply of Goods or

performance of the Work and discharging all other obligations under the

Contract. Contractor shall also obtain in the name of OWNER at the appropriate

stage of construction those Applicable Permits listed in Table at the end of this

3.6.2 Contractor and Construction Permits

Contractor shall obtain all necessary Contractor and Construction permits. If

Contractor at any time becomes aware, whether as a result of notice from

OWNER or otherwise, of any applicable permit not obtained by him, Contractor

shall promptly inform thereof to OWNER and Contractor shall be responsible

for obtaining such Applicable Permit.

The Contractor shall indemnify and hold harmless OWNER and all OWNER

indemnified parties from any damages arising from and out of the securing of,

or failure to secure, such permits.

3.6.3 Support to OWNER for Permits

In case OWNER is responsible for the permits, Contractor shall provide support

to OWNER in obtaining all OWNER Permits. Such Contractor support shall

• Attendance at meetings with OWNER and third parties designated by

• Assistance in Preparation of Permit applications or, as applicable,

application to transfer permits to the OWNER;

• Assistance in preparation of responses to inquiries by Governmental

Instrumentalities / agencies;

• Assistance in presentations at hearing of Governmental Instrumentalities /

• Provision of all available information and Documents required by OWNER

in connection with obtaining any OWNER Permits;

3.7 Co-operation

3.7.1 The Contractor shall, as specified in the Specification, afford all reasonable

opportunities for carrying out their respective Work to:

• Any other contractors employed by the OWNER and their workmen,

• The workmen of the OWNER, and

• The workmen of any legally constituted public authorities who may be

employed in the execution on or near the site of any work not included in

the Contract, which the OWNER may require to complete the Project.

3.7.2 Contractor shall not hinder the work of other contractors and sub-contractors of

OWNER, if any employed by or on behalf of OWNER at the Plant Site or the

Project Site. The Contractor shall also acknowledge that he works in

congruence with requirements of lenders, other contractors, Project off takers

and other related parties, and provide them appropriate information as and

when required by them and not act as to harm the interests of any of them.

3.7.3 Miscellaneous Liabilities in Co-operation with Other Contractors

The Contractor shall also so arrange to perform his Work as to minimize to the

maximum extent possible interference with the work of Other Contractors and

Any injury or damage that may be sustained by the employees of the Other

Contractors or the OWNER, due to the Contractor’s Work shall promptly be

made good at contractor’s expense.

The OWNER’s representative shall determine the resolution of any difference

or conflict that may arise between the Contractor and Other Contractors or

between the Contractor and the workmen of the OWNER in regard to their work.

3.8 Transporting (Shipping), Forwarding, Storage and Related Matters

3.8.1 Promptly after issuance of the Notice to Proceed, Contractor shall submit to

OWNER for approval the detailed list of equipment and materials to be shipped,

and, a reasonable time after the Notice to Proceed, an overall shipping and

forwarding plan for all equipment and other items to be shipped from abroad to

India in connection with the supply of Goods or performance of the Work.

Contractor shall select the reputed shipping companies for the transportation

and delivery of the equipment. The Contractor shall ship the Goods in classed

vessels which are not more than 15 (fifteen) years old and which is

unconditionally seaworthy and so declared by a reputed maritime agency as on

the date of travel and for the travel to its destination. Contractor shall give

preference to Indian Flag Vessels. OWNER will be the named importer of

goods forming part of the Plant and its spares and the rights and title therein

shall pass to OWNER outside India in accordance with clause no. 7.0 hereof.

3.8.2 At least five (5) days prior to the delivery of Goods to the transporter or

embarkation for India of each shipment of equipment or maintenance tools /

tackles or spares (other than Contractor’s Equipment) where OWNER is to be

named Importer, Contractor shall send a tele fax to OWNER setting forth the

following information concerning each such shipment:

a) A reference to the date, parties and subject matter of the Specification

b) A description of the equipment and I or construction equipment contained in

such shipment or transport

c) The date of transportation/ embarkation and departure

d) The port or place of origin

e) The means of shipment or transportation (land air or sea)

f) The estimated date of arrival in India/Site.

g) The port of entry in India

h) The value of the shipment/transportation.

i) The approximate weight and volume (gross and net)

j) The name, flag and owner of the vessel if shipment is by sea or the

designation of aircraft if shipment is by air and

k) The number and value of bill of landing or airfreight bill or Railway Receipt or

3.8.3 Within five (5) days after embarkation for India of each shipment or before the

Goods are received at the site in case of onshore Goods, as in sub-clause 3.8.2

above, Contractor shall send to OWNER by courier (or by certified airmail if

OWNER so agrees) for information, the following documents:

a) Imported Goods – (i) Full set clean “onboard” bill of lading, freight prepaid CIF

Indian Port of entry for goods dispatched by sea or (ii) Airway bill, freight

prepaid CIF Indian port of entry for Goods despatched by air; (5 copies

each). Bill of lading to indicate Consignee as OWNER and Other Contractor

as person to be notified.

Indigenous Goods- Lorry Receipt.

b) Declaration made by Contractor by fax in such form as shall be specified by

OWNER to the insurer providing the marine cargo Insurance specified stating

that such equipment is covered by such Insurance; (3 copies)

c) Commercial invoice with itemised prices duly signed by Contractor. (6 copies)

d) Packing lists for each separate package;(6 copies)

e) Statement of Contractor that the equipment is in accordance with the technical

specifications and having attached all previously issued certificates and Test

certificates concerning the equipment being shipped;(3 copies)

f) Certificate of origin;(3 copies)

g) Export license, if any; (3 copies)

h) Certificate of Insurance (3 copies)

i) Inspection Certificate, issued by the nominated inspection agency, and the

Supply Contractor’s factory inspection report.

j) Any other Documents needed for import clearance.

3.8.4 No part of the equipment shall be shipped to the Plant Site without OWNER's

prior written approval. Each application for approval shall include a complete

list of the contents of each shipment and shall indicate the anticipated date of

delivery and the serial number for each component to be used for identification.

3.8.5 The Contractor shall be responsible for the timely clearance through customs

of any part of the Unit or Works for all necessary documentation and procedural

matters associated therewith. The Contractor shall be responsible for meeting

the agreed contractual time not withstanding any customs delays and will not

be entitled to extend the time for completion, it being the Contractor’s

responsibility to allow sufficient time for clearance through customs.

3.8.6 The Contractor’s Scope of Work shall include obtaining all customs clearance,

completing all clearance formalities and handling at all ports of all equipment

and material of non–Indian origin including those where OWNER is named

importer, transportation to Site and transit insurance in India from the respective

Indian ports of disembarkation and / or the respective Manufacturer’s Works

upto the Project Site, receipt, handling, and storage of all equipment and

Material at Project Site and other items necessary or desirable for the Project

or the performance of the Work.

3.8.7 Contractor shall be responsible for examining all the shipment and notify the

OWNER’s Representative immediately of any damage, shortage, discrepancy,

etc. for the purpose of OWNER’s Representative’s information only. The

Contractor shall submit to the OWNER’s Representative every week a report

detailing all the receipts during the week. However, the Contractor shall be

solely responsible for any shortages or damage in transit, handling and/or in

storage and erection / Commissioning of the equipment at Site till the Unit is

finally accepted by the OWNER.

3.8.8 All demurrage, wharfage and other expenses incurred due to delayed

clearance of the material or any other reason shall be to the account of the

3.8.9 Contractor shall warehouse or otherwise provide appropriate storage in India

(in accordance with Manufacturer’s recommendation and taking into account

climatic and other relevant conditions at the warehousing site) for all equipment

and construction equipment and shall take preservation measures where

3.8.10 All equipment / systems, maintenance tools and tackles and spares which are

stored at a location other than on the plant site shall be

a) Stored at other appropriate location approved in advance by OWNER

b) Properly tagged and identified for the plant and segregated from other Goods

(to the extent reasonably possible).

c) Duly insured for such storage against all risks.

However, such approval of location by the OWNER / Consultant shall not

absolve the Contractor of his obligations under the Contract.

3.8.11 All equipment shall be labelled with permanently affixed durable nameplates,

which will include the Manufacturer’s, name, equipment model number,

equipment serial number and all appropriate design parameters.

3.8.12 Contractor shall arrange and be responsible on a continuous basis (i.e. not

limited to normal working hours) for safety and security of all items and

equipment to be incorporated in or forming part of the Unit or are required to be

delivered to the OWNER under the Contract, while in clearing, transport or

storage or during erection/Commissioning or in his custody prior to Take Over

by the OWNER. In the event any equipment or item is damaged, lost, stolen,

destroyed or otherwise impaired while in storage or transit or during

erection/Commissioning or in his custody, the Contractor shall at its own

expense and cost, restore or replace such affected equipment or item before

Taking-Over by the OWNER.

3.9 Erection, Pre-operational Testing, Initial Operation, Reliability Operation

and Unit Characteristic Tests

Work shall include the erection, Commissioning of components I systems,

calibration of controls and equipment, tuning, start-up, all functional and

verification Tests, and all other Commissioning, Testing and Initial Operations

prior to Reliability Operation, and Unit Characteristic Tests. The requirements

are further detailed in Volume-II of Specifications. At all times during the

performance of the Work, Contractor shall avoid wasteful consumption

(consistent with Prudent Utility, Good Engineering Practices and the terms of

the Contract) of fuels, utilities, supplies, Materials, equipment, consumables,

waste disposal services, electricity, water and chemicals.

3.10 Performance Guarantee Testing

Contractor shall perform, and re-perform if required, the Performance Tests in

accordance with the Contract including provisions of the Specification, in order

to demonstrate achievement of the Performance Guarantees for the Unit as set

forth in the Contract as per Specifications and guaranteed by Contractor in

Section 7 of Volume-II. If the Unit does not meet the Performance Guarantees,

the Contractor shall at no extra cost to OWNER redesign, modify, remedy repair

or replace the Unit or any part or section thereof including any component,

equipment or system with one which meets the requirements and again

demonstrate achievement of the Performance Guarantees for the Unit as set

forth in the Contract including Section 7 of Volume-II of Specifications.

3.11 Construction Facilities, Construction Power, Construction Water

Facilities, Sanitary Facilities, Telecommunication Facilities, Catering,