4 General Terms and Conditions Annex-II

8/16/2019 4 General Terms and Conditions Annex-II

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ANNEXURE - II

MODEL CONTRACTAND GENERAL CONTRACTCONDITIONS (To be signed with the successful bidder)

This CONTRACT is made and entered into on this …..day of …Twothousand and …. by and between OI ! NAT"RA #A$ COR%ORATIONI&IT' a COR%ORATION registered under the Com*anies Act +,-ha/ing its registered office at 0ee/an 1harati Tower2II +34 ConnaughtCircus New elhi2 ++5 55+ India and one of its wor6 center at………………………. (hereinafter referred to as 7COR%ORATION8 whiche9*ression shall include its successors administrators e9ecutors andassignees) on the one *art and &:s ……………. a com*any registeredunder the com*anies Act with its Registered office at ……… referred to asthe 7CONTRACTOR8 (which e9*ression shall include its successors

administrators e9ecutors and *ermitted assignees) on the other *art.

;hereas COR%ORATION is desirous of Job contract for Repair &Maintenance of Hot & Co! In"#ation at ONGC Ha$ira for carrying outCOR%ORATIONuired ser/ices againstCOR%ORATIONuirements of the COR%ORATION from time to time.

And ;hereas COR%ORATION=s has acce*ted the bid of theCONTRACTOR and has *laced ?a9 order : etter of Intent :Notification Of Award /ide its letter ……….. dated…. On the CONTRACTOR.

Now it is hereby agreed to by and between the *arties as under@ +. DE%INITIONS

+.5 "nless inconsistent with or otherwise indicated by the conte9t thefollowing terms sti*ulated in this CONTRACT shall ha/e the meaning asdefined hereunder.

+.+ CONTRACT

$hall mean a written CONTRACT signed between ON#C and theCONTRACTOR (the successful bidder) including subse>uentamendments to the CONTRACT in writing thereto.

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+.3 COR'ORATION(ONGC@

$hall mean OI ! NAT"RA #A$ COR%ORATION T. India and shallinclude its legal re*resentati/es successors and *ermitted assignees.

+. SITE

$hall mean the *lace in which the o*erations:ser/ices are to be carried outor *laces a**ro/ed by the ON#C for the *ur*oses of the CONTRACTtogether with any other *laces designated in the CONTRACT as forming*art of the site.

+.4 COR'ORATION)S SITE RE'RESENTATI*E(ENGINEER

$hall mean the *erson or the *ersons a**ointed by ON#C from time to

time to act on its behalf at the site for o/erall co2ordination su*er/isionand *roBect management at site. +.- CONTRACTOR@

$hall mean any *erson: *ersons: firm: com*any etc. to whom wor6 hasbeen awarded and whose bid has been acce*ted by ON#C and shallinclude its authorised re*resentati/es successors and *ermittedassignees.

+. SU+-CONTRACT@

$hall mean order: contract *laced by the CONTRACTOR for any *ortionof the CONTRACT or wor6 sublet with necessary written consent of ON#C on third *arty. $uch sub2letting shall not relie/e theCONTRACTOR from any obligation duty or res*onsibility under theCONTRACT.

+. SU+-CONTRACTOR@

$hall mean any *erson or *ersons or firm or their legal re*resentati/es

successors assignees to whom *art of CONTRACT has been sublet bythe CONTRACTOR after necessary consent of ON#C.

+.D CONTRACTOR)S RE'RESENTATI*E

$hall mean such *erson:or *ersons duly a**ointed re*resentati/e at thesite and base as the CONTRACTOR may designate in writing to theON#C as ha/ing authority to act for the CONTRACTOR in mattersaffecting the wor6 and to *ro/ide the re>uisite ser/ices.

+., CONTRACT'RICE

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$hall mean the sum acce*ted or the sum calculated in accordance withthe rates acce*ted by ON#C and amendments thereof and shall includeall fees registration and other charges *aid to statutory authorities withoutany liability on ON#C for any of these charges. The *rices will remain firm

during currency of the CONTRACT unless s*ecifically agreed to in writingby ON#C.

+.D DA,

$hall mean a calendar day of twenty2four (34) consecuti/e hoursbeginning at 5555 hours with reference to local time at the site. +., EUI'MENT(MATERIALS(GOODS @

$hall mean and include any e>ui*ment machinery instruments stores

goods which CONTRACTOR is re>uired to *ro/ide to the ON#C for:under the CONTRACT and amendments thereto.

+.+5 .OR/S ( O'ERATIONS@

$hall mean all wor6 to be *erformed by the CONTRACTOR as s*ecified inthe $co*e of ;or6 under this CONTRACT.

+.++ GUARANTEE

$hall mean the *eriod and other conditions go/erning thewarranty:guarantee of the wor6s as *ro/ided in the CONTRACT.

+.+3 MO+ILISATION

$hall mean rendering the e>ui*ment fully manned and e>ui**ed as *er CONTRACT and ready to begin wor6 at site designated by ON#C after ONEIR' sur/ey and ON#C


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$hall mean and include detailed descri*tion statements to technical data*erformance characteristics and standards (Indian as well asInternational) as a**licable and as s*ecified in the CONTRACT.

+.+ INS'ECTORS

$hall mean any *erson or outside Agency nominated by ON#C to ins*ecte>ui*ment materials and ser/ices if any in the CONTRACT stagewise aswell as final as *er the terms of the CONTRACT.

+.+ TESTS

$hall mean such *rocess or *rocesses to be carried out by theCONTRACTOR as are *rescribed in the CONTRACT considered

necessary by ON#C or their re*resentati/e in CONTRACT to ascertain>uality wor6manshi* *erformance and efficiency of e>ui*ment or ser/icesthereof.

+.+D %ACILIT,

$hall mean all *ro*erty of the ON#C owned or hired by ON#C.

+.+, THIRD 'ART,

$hall mean any grou* cor*oration *erson or *ersons who may beengaged in acti/ity associated with the wor6 s*ecified but who shallremain at an arm


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conse>uences such *erson or entity 6new or should ha/e 6nown wouldresult from such act or failure to act. Notwithstanding the foregoing #rossnegligence shall not include any action ta6en in good faith for thesafeguard of life or *ro*erty

+.3 .ILL%UL MISCONDUCT

$hall mean intentional disregard of good and *rudent standards of *erformance or *ro*er conduct under the CONTRACT with 6nowledgethat it is li6ely to result in any inBury to any *erson or *ersons or loss or damage of *ro*erty.

3.5 SCO'E O% .OR/(CONTRACT

$co*e of the CONTRACT shall be as defined in the CONTRACT

s*ecifications drawings and anne9ures thereto at Anne9ure2...

012 DURATION O% THE CONTRACT@

This CONTRACT shall remain /alid for a *eriod of years from the dateas mentioned in NOA

4.5 NOTICES AND ADDRESSES@

?or the *ur*oses of this CONTRACT the addresses of the *arties will beas follows and all corres*ondence and notices in relations to the *resentCONTRACT sent to the *arties at the addresses mentioned below shall bedeemed to be sufficient ser/ice of notice on the *arties. All such noticesas will as re*orts in/oices and other rele/ant material shall be addressedto the *arties as *er the address gi/en below@

4.+ OI ! NAT"RA #A$ COR%ORATION I&IT'

?or CONTRACT related communicationThe #eneral &anager (&&)

ON#C EaFira %lant$urat2,4-+D

?AG@53+23D--.

?or o*erations re*orts and *ayments

The #eneral &anager( )……………………………………………………………………..

?AG@………………..

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4.3 CONTRACTORuality of wor6 shall rest solely with theCONTRACTOR.

(/i) 'ach and e/ery document emerging from site in su**ort of any claim by the contractor has to ha/e thecountersignature: comments of the ON#C


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su*er/ision:ins*ection:obser/ation of e>ui*ment material*rocedures *erformance re*orts and records *ertaining towor6s.

(i/) To ha/e com*lete charge of CONTRACTOR


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com*lete details (i.e. name of the subcontractor /alue of sub2contactedwor6 co*y of /alid &$' registration certificate etc.) of the sub2contractor to ON#C.

413 .ai5er" an! a7en!7ent"

a) ;ai/ers@ 2 It is fully understood and agreed that none of the termsand conditions of this CONTRACT shall be deemed wai/ed byeither *arty unless such wai/er is e9ecuted in writing only by theduly authorised agents or re*resentati/e of both the *arties. Thefailure of either *arty to e9ecute any right shall not act as a wai/er of such right by such *arty.

b) Amendments@ 2 It is agreed that CONTRACTOR shall carry outwor6 in accordance with the com*letion *rogram (e.g. rilling

*rogramme) to be furnished by the COR%ORATION which may beamended from time to time by reasonable modifications asCOR%ORATION sees fit.

812 REMUNERATION AND TERMS O% 'A,MENT .+COR%ORATION shall *ay to CONTRACTOR for the ser/ices to be

*ro/ided by the CONTRACTOR as *er the $co*e of ;or6 (Anne9ure2III) as *er the *rice $chedule at Anne9#re-:2 The rates *ayableshall be firm during the entire CONTRACT *eriod including e9tension*eriod if any.

.3 All 1ills along with rele/ant su**orting documents shall besubmitted in tri*licate addressed to the #eneral &anager( )……..

. In/oices with original su**orting documents duly countersigned bythe COR%ORATION


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+) Aon6;it< fir"t in5oice

(i) Co*y of /alid registration certificate under the ser/ice ta9 rules.

(ii) %articulars re>uired for ma6ing *ayments through electronic *aymentmechanism in accordance with the clause .3. of #eneral Conditions ofContract

(iii) &obile No. : '2&ail I

(i/) %AN No.

(/) Certificate from insurance com*any mentioning /alidity of the *olicy !total *ayable amount against *olicy and *remium *aid.

(/i) Co*y of %erformance 1an6 #uarantee.

(/ii) "nder ta6ing by the contactor regarding com*liance of *ayment of ser/iceta9 in time to go/ernment

3) 'erio!ica ( 7ont


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of the Contractor the a**ro*riate authority (i.e. %ayment &a6ing Authority)in the Cor*oration shall /erify the details:status of the *ayment towards'%?:'$I made by the Contractor from the authorities:official website of '%?:'$I (i.e. htt*@::www.e*findia.go/.in and htt*@::www.esic.in). In case the

information furnished by the Contractor is found to be incorrect theCor*oration shall ta6e a**ro*riate action against the Contractor.

(i) In/oice (i.e. Ta9 in/oice as *er rele/ant ser/ice ta9 rules in originaland du*licate clearly indicating ser/ice ta9 registration no. ser/iceclassification rate and amount of ser/ice ta9 shown se*arately.

(ii) C'NHATable documents as *er C'NHAT rules

(iii) Insurance *olicies and *roof of *ayment of *remium (as a**licable)

(ii) Any other documents s*ecifically mentioned in the Contract or su**orting documents in res*ect of other claims (if any) *ermissibleunder the contract

c) etails : statement showing cost of ser/ices ser/ice ta9 etc.as *er clause D..+ below (alongwith details of disclosure as *erclause 3+.)

4) %ayment towards Indian Agent Commission (IAC)@2 Not a**licable

.4 'artic#ar" re>#ire! before reea"in6 pa=7ent" to ?forei6nCONTRACTOR (non2resident as *er Income Ta9 Act +,+)@2 Nota**licable

. ONGC@" ri6#e"tion t


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;here/er a**licable the Contractor (including those engagingInternational ;or6ersuired to submit the following documents:details tothe Cor*oration@

(i) Co*y of %?2'CR duly stam*ed by the designated 1an6 alongwith a*rint of the digitally signed %? data sheet of the 'CR as *roof of *ayment each month details of this %? data sheet shall be /erified bythe a**ro*riate authority (i.e. %ayment &a6ing Authority) in theCor*oration from the official website of '%?O (htt*@::www.e*findia.go/.in). (ii) (A) Co*y of the online challan endorsed : stam*ed by the

designated ban6 as *roof of recei*t of *ayment towards monthlycontribution of '$I contribution.

(1) Co*y of Return of contribution in res*ect of '$I for eachcontribution *eriod of the si9 months ie. for the contribution *eriodended 5th $e*t and the contribution *eriod ended +st &arch.

(iii) As an Anne9ure to each '%?2'CR and '$I Challan(s) contractor shall also furnish the following Certificates@

a. The furnished information is correct to the best of his 6nowledge.b. In case any discre*ancies or irregularities is :are noticed in this

underta6ing then ON#C is free to inform the %?:'$IC Authorities.c. 1efore the com*letion of contract contractor shall ser/e one month

notice to all his contractual wor6ers informing that their ser/ices willbe terminated.

d. ;ithin one month on com*letion:e9*iry of the contract contractor shall *ay all the dues: terminal dues such as lea/e with wagesbonus (if a**licable) #ratuity (if a**licable) to all his contractualwor6men failing which contractor


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Note Con!ition" for appicabiit= of abo5e pro5i"ion"

Abo/e clause w.r.t. submission of details on '%? and '$I *ayments shallnot be a**licable in following ty*es of contracts@

(a) In those Contracts wherein the ser/ices:Bobs has been *erformede9clusi/ely in the *remises of the contractor certificate to the effect is tobe submitted by the Contractor that ser/ices:Bobs to be e9ecuted under thecontract ha/e been *erformed e9clusi/ely in his *remises.

OR

(b) In those contracts also wherein contractor has em*loyed only their fulltime regular em*loyees for e9ecution of the contract certificate to the

effect is to be submitted by the contractor that for e9ecution of thecontract no contractual labour has been em*loyed and only full timeregular em*loyees of the contractor ha/e been em*loyed.

OR

(c) ?ulfillment of conditions at (i) on '%? and (ii) on '$I mentioned below@

(i) Information sought in abo/e clause *ertaining to only '%? shall not bere>uired to be submitted in those contracts wherein the contractor hasem*loyed only those of his em*loyees whose *ay e9ceeds Rs. -55:2 *er month thereby they are co/ered under the definition of 7'9cluded'm*loyee8. Certificate to the effect is to be submitted by the contractor that for e9ecution of the contract the monthly wages of all em*loyees whoha/e been em*loyed e9ceeds to Rs. -55:2 *er month or they ha/e beentreated as 7'9cluded 'm*loyee8.

(ii) Information sought in abo/e clause *ertaining to only '$I shall not bere>uired to be submitted in those contracts wherein the contractor hasem*loyed only those of his em*loyees whose *ay e9ceeds Rs. +-555:2*er month as in terms of the current *ro/isions of the '$I Act +,4D an

em*loyee whose monthly *ay e9ceeds Rs. +-555:2 is outside the *ur/iewof the '$I Act. Certificate to the effect is to be submitted by the contractor that for e9ecution of the contract the monthly wages of all em*loyees whoha/e been em*loyed e9ceeds Rs. +-555:2 *er month. ?urther '$I Act+,4D is a**licable only in areas where it has been made a**licable by#aFette Notification in this regard. (In the areas of ON#C o*eration the'$I Act is currently a**licable in all areas e9ce*t the N' $tates. Eowe/erthe Act is a**licable in #uwahati. A**licability in new areas of o*eration isto be /erified from the office of the '$I Cor*oration concerned.)

In case a contractor falling under the *ro/isions of the Note mentioned

abo/e does not submit the re>uired details on '%? and '$I *ayments

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then in that case the Contractor shall be re>uired to indemnify ON#C for any liabilities arising out of declarations made by him in future on /iolationor *ro/isions of the '%? Act +,-3 and '$I Act +,4D.

818?Appicabe in IC+ ten!er" on= 'a=7ent of co77i""ion ( fee (re7#neration of In!ian a6ent ( con"#tant ( repre"entati5e (retainer ( a""ociate of forei6n principa1 B Not appicabe

12 CLAIMS TAXES & DUTITES %EES AND ACCOUNTIING

D.+ CLAIMS@2

CONTRACTOR agrees to *ay all claims ta9es and fees for e>ui*mentlabour materials ser/ices and su**lies to be furnished by it hereunder

and agrees to allow no lien or charge resulting from such claims to befi9ed u*on any *ro*erty of COR%ORATION. COR%ORATION may at itso*tion *ay and discharge any liens or o/erdue charges for CONTRACTORui*ment labour materials ser/ices and su**liesunder this CONTRACT and may thereu*on deduct the amount or amountsso *aid from any sum due or thereafter become due to CONTRACTORhereunder.

D.3 NOTICE O% CLAIMS-

CONTRACTOR or COR%ORATION as the case may be shall *rom*tlygi/e the other notice in writing of any claim made or *roceedingcommenced for which that *arty is entitled to indemnification under theCONTRACT. 'ach *arty shall confer with the other concerning thedefense of any such claims or *roceeding shall *ermit the other to bere*resented by counsel in defense thereof and shall not effect settlementof or com*romise any such claim or *roceeding without the otheruired for this *ur*ose and to com*ly in all res*ects with the re>uirements of thelaws in this regard in time.

CONTRACTOR shall *ro/ide all the necessary certificates : documents for

enabling ON#C to a/ail In*ut HAT credit and C'NHAT credit benefits in

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res*ect of the *ayments of HAT '9cise uty $er/ice Ta9 etc. which are*ayable against the CONTRACT. The CONTRACTOR should *ro/ide ta9in/oice issued under rule24A of $er/ice Ta9 Rules for the $er/ices(indicating ser/ice ta9 education cess and $econdary ! Eigher 'ducation

Cess) and ta9 in/oice issued under Central '9cise rule2++ for '9cise uty(indicating e9cise duty education cess and $econdary ! Eigher 'ducationCess) and ta9 in/oice under res*ecti/e $tate HAT Act for HAT se*aratelyfor the indigenous goods. %ayment towards the com*onents of '9ciseuty HAT CH $A $er/ice Ta9 etc shall be released by ON#C onlyagainst a**ro*riate documents ie ta9 in/oice:1ill of entry for a/ailingC'NHAT : HAT credit (as a**licable).

The ta9 in/oices as *er abo/e *ro/isions should in/ariably contain thefollowing *articulars@

(i) Name Address and the Registration Number (under therele/ant Ta9 Rules) of the $er/ice %ro/ider (Contractor)

(ii) Name and Address of the $er/ice Recei/er (Address of ON#C)

(iii) escri*tion Classification and Halue of ta9able ser/ice :goods and the amount of a**licable ta9 (i.e. $er/ice ta9 : '9ciseuty : HAT J se*arately indicating education cess and $econdary !Eigher 'ducation Cess where/er a**licable)

In case of im*orted goods contractor:su**lier is re>uired to *ro/ideoriginal 1ill of entry or co*y of 1ill of 'ntry duly attested by Customauthority which is re>uired for a/ailing C'NHAT Credit.

D..+

While submitting the invoice for payment !"#$%&!$"% shoul' submit the

follo(ing 'etails ) statement as an attachment to the invoice*

a+ !ost of ,ervice %s+----------

b+ ,ervice $a.)/.cise uty!entral

evy)&$,tate evy as applicable

%s+ ----------

c+ $otal amount inclu'ing ,ervice $a.)/.cise

uty)&$ i+e+ ab

%s+----------

'+ ess* !/#&$ !re'it ) &$ !re'it legally

becomes available 'ue to !hange in a(

along(ith 'etails of 'isclosure as per clause

21+7 belo(+

%s+ ----------

e+ #et payable by "#! %s+ ----------

D.4 CUSTOMS DUT, 2 (a**licable for Charter hire ser/ices using

CONTRACTORui*ment li6e rigs:e>ui*ments:tools etc and for

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%':& areas issued or renewed after +.4.+,,, and N'% areas whereCustoms duty is not *ayable as *er the *olicy of #o/t. of India in /ogue).

?or im*ort of rigs:e>ui*ments:tool in these areas Cor*oration will *ro/ide

Recommendatory etter (R) to the contractor so that they obtain'ssentiality Certificate ('C) from #E for a/ailing concessional rate of Customs duty for im*ort of rigs:e>ui*ments:tools for de*loyment in%':&:N'% areas where Customs duty is not a**licable. ?or s*aresconsumables and accessories re>uired during the e9ecution of thecontract for o*eration and maintenance of e>ui*ment:rigs and e>ui*mentsCor*oration shall also issue Recommendatory etter to the contractor for obtaining 'C for a/ailing concessional rate of Customs duty. Accordinglythe Customs duty for neither rigs:e>ui*ments:tools nor for s*aresconsumables and accessories re>uired for o*eration and maintenance of e>ui*ment:rigs and e>ui*ments is to built in the >uoted *rice. As no

Customs duty is *ayable no duty draw bac6 would be a/ailable in thiscategory. As regards re2e9*ort of rigs:e>ui*ments:tools (owned or onlease basis) brought by the contractor (whether Indian or foreign) for de*loyment in %':&:N'% area is concerned as therigs:e>ui*ments:tools would be im*orted by the contractor without*ayment of C"$TO&$ "TK after e9*iry of the contract with ON#C thecontractor would ha/e to either re2e9*ort the rigs:e>ui*ments:tools or de*loy the rigs:e>ui*ments:tools in areas where Customs uty is nota**licable (%':&:N'% areas) after getting a fresh 'C from #E. Incase the contractor de*loys the rigs:e>ui*ments:tools in an area where theCustoms duty is a**licable then the contractor has to get hisrigs:e>ui*ments:tools cleared from Customs Authorities after *ayment of Customs duty. The contractor shall also ha/e to indemnify the Cor*orationagainst any claim that may arise due to /iolation of the Customs Act or the?oreign Trade %olicy by them. In case any rigs:e>ui*ments:tools arere>uired to be re*laced by the contractor during the e9ecution of thecontract the Cor*oration shall issue a fresh R so that contractor canobtain a fresh 'C from the #E and bring the rigs:e>ui*ments:toolswithout *ayment of Customs uty.

All im*orts under the contract shall be done with Cor*orationuired under the Customs Act : ?oreign Trade %olicy

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(?T%) and indemnify ON#C from all the liabilities of Customs in thisregard.

The rigs:e>ui*ments:tools im*orted by the Contractor for de*loyment in

%':&:N'% shall not be used : de*loyed by the Contractor for any*ur*ose other than the Bobs arising out of the contract awarded byCor*oration and in the e/ent of the rigs:e>ui*ments:tools being misused or *ut to use other than s*ecified use the Contractor shall be liable to *ayfine *enalty and other actions ta6en by the Customs de*artment andother authorities for /iolation of the customs rules and regulations andother allied roles. Contractor should also com*ensate Cor*oration for theduty element in such cases.

C"$TO&$ "TK@ 2 (a**licable for Charter hire ser/ices usingContractorui*ment li6e rigs:e>ui*ments:tools etc. and for non2

%':& areas where Customs uty is *ayable).

In case of ser/ice contracts using Contractors ca*ital e>ui*ment li6erigs:e>ui*ments:tools etc the a**licable Customs duty will be consideredin e/aluation and will be *aid directly by ON#C to the customs authorities.Eowe/er the contractor shall be re>uired to submit a 1an6 #uarantee (as*er *roforma attached at A**endi923 of Anne9ure2II) to ON#C for theamount e>ui/alent to the amount of Customs uty which has been *aidby ON#C to the Customs e*tt. on behalf of the contractor. The 1# shallbe /alid till the e9*iry of the contract *eriod. Contractor shall be re>uired to indicate the cost of rigs:e>ui*ments:toolsas well as the e>ui*ment (in case of charter hire of rigs) on which Customsduty is *ayable. Customs duty where/er a**licable for therigs:e>ui*ments:tools shall be calculated at the a**licable rate of Customsduty as on the date of o*ening of the *rice bid or re/ised *rice bid as thecase may be and shall be ta6en into account for e/aluation of 'R. If Customs authorities assess that the cost of the rigs:e>ui*ments:tools onwhich Customs duty is *ayable is higher than what has been indicted inthe bid then Cor*oration would restrict *ayment of Customs duty u*to theamount calculated based on the cost of the rigs:e>ui*ments:tools indicted

by the bidder in their bid only. In case the Customs authorities assess thatthe cost of the rigs:e>ui*ments:tools on which the Customs duty is*ayable is lower than what has been indicated in the bid thenCor*oration would *ic6 u* the duty at actual.

Customs duty on s*ares consumables and accessories shall not beadded to abo/e and shall be *aid directly by the Contractor. ?or a/ailing of concessional rate of Customs duty if any on the s*ares consumablesaccessories e9*losi/es etc. Contractor will ma6e his or her ownarrangement to a**ly to irectorate #eneral of Eydrocarbons New elhi.Cor*oration will *ro/ide necessary certification on a**lication that the

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s*ares consumables accessories e9*losi/es etc. im*orted for theContract are for oil field ser/ices.

All im*orts under the contract shall be done with Cor*orationuired under the Customs Act : ?oreign Trade %olicy(?T%) and indemnify ON#C from all the liabilities of Customs in thisregard.The Contractor shall be res*onsible to ensure that only the itemsauthorised by o*erating de*artment of Cor*oration are consigned to theCor*oration for the *ur*ose of *ayment of Customs duty. In case of shi*ment of any item for which Cor*oration is not res*onsible to *ayCustoms duty the Contractor shall *ay such Customs duty to Cor*orationdirectly and if such transactions delay final *ayment of Customs duty tocustoms authorities interest: *enalty if any le/ied by customs authoritiesshall be borne by the Contractor.

The rigs:e>ui*ments:tools on which the duty is *aid by Cor*oration shallnot be used : de*loyed by the Contractor for any *ur*ose other than the Bobs arising out of the contract awarded by Cor*oration and in the e/ent of the rigs:e>ui*ments:tools being misused or *ut to use other than s*ecifieduse the Contractor shall be liable to *ay fine *enalty and other actionsta6en by the Customs de*artment and other authorities for /iolation of thecustoms rules and regulations and other allied roles. Contractor should

also com*ensate Cor*oration for the duty element in such cases.

If there is any change in the rate of duty due to misleading nomenclatureof the rigs:e>ui*ments:tools the additional duty element shall ha/e to beborne by the Contractor.

Any statutory /ariation (both *lus and minus) in the rate of Custom dutywithin the contractual com*letion *eriod shall be to the account of Cor*oration. Any increase in Customs duty during the *eriod between thesti*ulated date of de*loyment of rigs:e>ui*ments:tools and actual date of de*loyment in case of late de*loyment with the *rior a**ro/al of

Cor*oration will be to Contractor


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Customs duty during such *eriod will be to the account of Cor*oration.This is without *reBudice to any other clause including i>uidatedamages clause.If duty drawbac6 is a/ailable i.e in case of *remature termination of the

contract (before a *eriod of +D months) or if contract duration is less than+D months then in that case ON#C would be entitled to recei/e thebenefit of duty drawbac6 and the Contractor shall *ass on the amount of duty drawbac6 to the Cor*oration. All the necessary documents as regardsthe Customs duty *aid by the contractor and the amount of duty draw bac6recei/ed by them shall also ha/e to submitted by the Contractor to theCor*oration.

The 1an6 #uarantee submitted by the contractor as *er the abo/e*ro/isions for the amount e>ui/alent to the amount of Customs utywhich has been *aid by ON#C to the Customs e*tt. on behalf of the

contractor shall be forfeited by ON#C in the following situations@

If the contractor fails to a/ail and : or *ass on the benefit of duty drawbac6to ON#C whene/er a**licable the 1an6 #uarantee shall be forfeited tothe e9tent of an amount e>ui/alent to the duty drawbac6 eligible.

If the contractor fails to fulfill any of the contractual obligations or /iolatesany of the contractual conditions resulting into *remature termination of the contract then ON#C shall in/o6e the 1an6 #uarantee to reco/er anamount *aid by it towards Customs uty on behalf of the contractor in*ro*ortion to the *eriod of the contract for which the ser/ices ha/e notbeen rendered by the contractor to ON#C.

Note %inancia e5a#ation 7et


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D.-.3 Ta9 shall be deducted at source by ON#C from all sums due to anIndian ta9 resident Contractor in accordance with the *ro/isions of theIncome Ta9 Act +,+ as in force at the rele/ant *oint of time.

D.-. A non2resident Contractor i.e. a Contractor who is not an Indian ta9resident according to the Indian Income Ta9 Act +,+ has the o*tion toobtain on its own either (A) a Certificate u:s. +,-() of the Income Ta9 Act+,+ or (1) a Certificate u:s. +, of the Income Ta9 Act +,+ and furnishthe said Certificate u:s. +,-() or the Certificate u:s.+, as the case maybe to ON#C along with each of its In/oices. In case the non residentContractor wishes to e9ercise this o*tion it should con/ey the same inwriting to ON#C at the time of signing the Contract and an o*tion soe9ercised shall be final and cannot be changed during the currency of thisContract. In case an o*tion is so e9ercised ON#C shall deduct ta9 atsource in accordance with the directions contained in the Certificate u:s.

+,-() or the Certificate u:s. +, as the case may be as in force at the*oint in time when ta9 is re>uired to be deducted at source.

D.-.4 In case the non resident Contractor does not e9ercise the o*tion inclause D.-. abo/e an Order u:s. +,-(3) of the Income Ta9 Act +,+ for the *ur*ose of deduction of ta9 at source will be obtained by ON#C fromthe Indian Income Ta9 e*artment and ta9 shall be deducted at source byON#C as directed in the said Order u:s. +,-(3).

The Cor*oration at its discretion may obtain a Certificate in ?orm +-C1from a *racticing Chartered Accountant in lieu of obtaining an Order u:s+,-(3) from Income Ta9 e*artment and in such case T$ shall beregulated as *er the said Certificate in ?orm +-C1

D.-.- In case the non resident Contractor does not e9ercise the o*tion inclause D.-. abo/e it shall furnish a Ta9 Residency Certificate and ?ormNo. +5? (A**endi9 J ++ of Anne9ure2I).

D.-.. If it is not *ossible for the non2resident to obtain ! submit Ta9Residency Certificate and ?orm No. +5? to ON#C within a reasonabletime he should furnish an underta6ing to the effect that he is a ta9

resident of LLLLLLLLLLLLLLL (the s*ecified country) and that he shallobtain and *ro/ide the TRC and ?orm No. +5? to ON#C before 5 daysof submission of first In/oice by them or within months from the date of entering into the contract whiche/er is earlier. Contractor should note thatany delay in submission of TRC ?orm No. +5? and:or %' informationwithin the s*ecified time may lead to the Income Ta9 e*artment directingON#C to deduct ta9 at a higher rate than at which it may otherwise ha/edirected. $uch increased ta9 liability shall be reco/ered from thecontractor.

D.-.. As *er the *ro/isions of $ection 35AA of Indian Income Ta9 Act

+,+ effecti/e from 5+.54.35+5 any *erson entitled to recei/e any sum or

65


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income or amount on which ta9 is deductible under the *ro/isions of Actis re>uired to furnish his %ermanent Account Number (%AN) to the *ersonres*onsible for deducting ta9 at source. Therefore in case the Contractor does not furnish its %AN COR%ORATION shall deduct ta9 at source as

*ro/ided in the Income Ta9 Act +,+ or in the rele/ant ?inance Act or asdirected in the Certificates u:s +,-() or +, or Order u:s. +,-(3) or as *er Certificate obtained in ?orm +-C1 as the case may be or at such higher rate as may be re>uired by $ection 35AA of Indian Income Ta9 Act +,+from time to time.

D.-.D The em*loyees of such foreign com*anies:concerns:0oint Henturestheir $"12CONTRACTOR and assignees are also re>uired to com*ly with/arious irect ta9 laws of India as a**licable.

?or the la*ses if any on the *art of the CONTRACTOR and conse>uential

*enal action ta6en by the Income Ta9 de*artment the COR%ORATIONshall not ta6e any res*onsibility whether financial or otherwise.

7Notes in res*ect of Ta9 Residency Certificate


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CONTRACTOR within +5 days u*on the recei*t of written notice from theCOR%ORATION to im*ro/e their *erformance failing which theCOR%ORATION may terminate the CONTRACT by gi/ing theCONTRACTOR 5 (thirty) days written notice.

+5.5 'ER%ORMANCE +OND ?Appicabe for ten!er" #pto R"1 :crore@2

The CONTRACTOR shall furnish to the COR%ORATION within +- daysfrom the date of fa9 CONTRACT: etter of Intent(OI) security de*osit inthe form of a 1an6 draft or an irre/ocable 1an6 #uarantee (as *er the*roforma enclosed at A**endi92I of this Anne9ure II) or an irre/ocableetter of Credit (as *er the *roforma enclosed at A**endi924A of Anne9ure2I) for the *eriod s*ecified in the bid document: Notification of

Award: OI towards *erformance under this CONTRACT.

In the e/ent CONTRACTOR fails to honour any of the commitmentsentered into under this agreement and :or in res*ect of any amount duefrom the CONTRACTOR to the COR%ORATION the COR%ORATIONshall ha/e unconditional o*tion under the guarantee to in/o6e the abo/eban6 guarantee and claim the amount from the ban6. The ban6 shall beobliged to *ay the amount to the COR%ORATION on demand.

'ER%ORMANCE +OND ?Appicabe for ten!er" abo5e R"1 : crore@2

The CONTRACTOR shall furnish to the COR%ORATION within +- daysfrom the date of fa9 CONTRACT: etter of Intent(OI) security de*osit inthe form of a 1an6 draft or an irre/ocable 1an6 #uarantee (as *er the*roforma enclosed at A**endi92I of this Anne9ure II) or an irre/ocableetter of Credit (as *er the *roforma enclosed at A**endi924A of Anne9ure2I) for the *eriod s*ecified in the bid document: Notification of Award: OI towards *erformance under this CONTRACT.

In the e/ent CONTRACTOR fails to honour any of the commitmentsentered into under this agreement or in the e/ent of termination of the

contract under *ro/isions of Integrity %act and :or in res*ect of any amountdue from the CONTRACTOR to the COR%ORATION the COR%ORATIONshall ha/e unconditional o*tion under the guarantee to in/o6e the abo/eban6 guarantee and claim the amount from the ban6. The ban6 shall beobliged to *ay the amount to the COR%ORATION on demand.

++.5 IM'ORT AND IM'ORT CLEARANCE- All im*orts and clearance under this CONTRACT shall be done by theCONTRACTOR and COR%ORATION will not *ro/ide nay assistance inthis regard.

+3.5 DISCI'LINE@2

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CONTRACTOR shall carry out o*erations hereunder with due diligenceand in a safe and wor6man li6e manner according to good internationaloilfield *ractice. CONTRACTOR shall maintain strict disci*line and good

CONTRACT among its em*loyees and its $"12CONTRACTOR


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(ii) "nderta6ing from the Contractor that they ha/e scrutiniFed the*re/ious wor6ing of the *erson(s) *ro*osed to be de*loyed by them andthere is nothing ad/erse as regards his:her character and antecedent.

(iii) Along with the abo/e mentioned underta6ings the Contractor will*ro/ide certified *hotoco*ies of %olice /erification certificates for ins*ection by the authoriFed re*resentati/e of ON#C. The Contractor hasto obtain %olice /erification re*ort (signed by an officer e>ui/alent to $%ran6 of higher) from the area where the *erson(s) to be de*loyed has:ha/ebeen residing since the last fi/e years. In case the *erson concerned hasnot resided at a *lace for fi/e years at a stretch %olice /erification re*ortsshould be obtained from that area where the *erson(s) has: ha/e stayedearlier.

+4. SECREC,-

CONTRACTOR shall during the tenure of the CONTRACT and at anytimethereafter maintain in the strictest confidence all information relating to thewor6 and shall not unless so authorised in writing by cor*oration di/ulgeor grant access to any information about the wor6 or its results and shall*re/ent anyone becoming ac>uainted with either through CONTRACTORor its *ersonnel or authorised $"12Contractors or agents. CONTRACTORshall not a/ail of the information obtained in the course of wor6 hereunder in any manner whatsoe/er nor shall CONTRACTOR di/ulge anyinformation about the location of the wor6 area of *art thereof.CONTRACTOR shall not also destroy any re*ort note and technical datarelating to the o*eration: wor6 and not re>uired by the COR%ORATION.The obligation is continuing one and shall sur/i/e after the com*letion:termination of this agreement.

+-. STATUTOR, REUIREMENTS-

uring the tenure of this CONTRACT nothing shall be done by theCONTRACTOR in contra/ention of any law act and:or rules:regulationsthereunder or any amendment thereof go/erning interalia customs

stowaways foreign e9change etc.

:41 INSURANCE-

A) CONTRACTOR shall at his own e9*ense arrange a**ro*riateinsurance to co/er all ris6s assumed by the CONTRACTOR under thisCONTRACT in res*ect of its *ersonnel de*uted under this CONTRACT aswell as CONTRACTORui*ment tools and any other belongings of theCONTRACTOR or their *ersonnel during the entire *eriod of their engagement in connection with this CONTRACT. ON#C will ha/e no

liability on this account.

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Eowe/er CONTRACTOR shall not be re>uired to ta6e insuranceco/er for their e>ui*ment tools when these are in the custody of ON#C.

1) 'ntire clause +(1) deleted

C) ;ai/er of subrogation@ All insurance *olicies of the CONTRACTORwith res*ect to the o*erations conducted hereunder as set forth in clause+ hereof shall be endorsed by the underwriter in accordance with thefollowing *olicy wording@27 The insurers hereby wai/e their rights of subrogation against anyindi/idual COR%ORATION affiliates or assignees for whom or with whomthe assured may be o*erating to the e9tent of the Contractual indemnitiesunderta6en by the CONTRACTOR8.

) Certificate of Insurance@ 1efore commencing *erformance of theCONTRACT CONTRACTOR shall u*on re>uest furnish COR%ORATIONwith certificates of insurance indicating (+) 6inds and amounts of insuranceas re>uired herein (3) insurance COR%ORATION or com*anies carryingthe aforesaid co/erage () effecti/e and e9*iry dates of *olicies (4) thatCOR%ORATION shall be gi/en thirty (5) days written ad/ance notice of any material change in the *olicy (-) wai/er of subrogation endorsementhas been attached to all *olicies and () the territorial limits of all *olicies.If any of the abo/e *olicy e9*ire or: are cancelled during the term of thisCONTRACT and CONTRACTOR fails for any reason to renew such*olicies then COR%ORATION may re*lace same and charge the costthereof to CONTRACTOR. $hould there be la*se in any insurancere>uired to be carried out by CONTRACTOR hereunder for any reasonlosses resulting therefrom shall be to the sole account of theCONTRACTOR. $uch insurance shall be effected within InsuranceCom*any incor*orated and registered in India or Bointly with a Com*any of International re*ute and an Insurance Com*any incor*orated andregistered in India.

') eductible@2 That *ortion of any loss not co/ered by insurance*ro/ided for in this article solely by reason of deductible *ro/ision in such

insurance *olicies shall be to the account of the CONTRACTOR.

?) CONTRACTOR shall re>uire all of its $"12Contractors to *ro/idesuch of the foregoing insurance co/er as the CONTRACTOR is obligatedto *ro/ide under this CONTRACT.

+. INDEMNIT, AGREEMENT@

:81: INDEMNIT, +, CONTRACTOR

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"nless otherwise s*ecified elsewhere in this CONTRACT CONTRACTORshall indemnify and 6ee* indemnified COR%ORATION itsCONTRACTORs (other than the CONTRACTOR) and:or sub2CONTRACTORs and its:their em*loyees from all actions *roceedings

suits claims demands liabilities damages losses costs chargese9*enses(including without limitation wrec6 or debris remo/al costswhere wrec6 or debris remo/al is ordered by a com*etent authority) Budgements and fines arising out of or in the course of or caused by thee9ecution of wor6 under the CONTRACT or other obligations hereunder directly or indirectly associated herewith and or arising from @

a) *ersonal inBury illness or death of @

i) any of CONTRACTOR


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i) any em*loyee of the COR%ORATION (e/en if caused by or contributed to by the negligence or fault of CONTRACTOR)M

ii) subBect to clause +.+ (a) (I) any other *erson to the e9tentthat the inBury illness or death is caused by the negligence or

fault of COR%ORATION M and

b) any loss or damage to @

i) any *ro*erty owned hired or su**lied by COR%ORATION(e/en if caused by or contributed to by the negligence or fault of CONTRACTOR)M e9ce*t to the e9tent that such*ro*erty is in the care or custody of CONTRACTOR inconnection with the wor6 under the CONTRACT.

ii) $ubBect to clause +.+ (b) (I) any loss or damage to anyother *ro*erty to the e9tent the loss or damage is caused by

the negligence or fault of COR%ORATION.

:1 TERMINATION

+D.+ Termination on e9*iry of the CONTRACT

This Agreement shall be deemed to ha/e been automatically terminatedon the e9*iry of the CONTRACT *eriod unless the ON#C hase9ercised its o*tion to e9tend this CONTRACT in accordance with the *ro/isions if any of this CONTRACT.

+D.3 Termination on account of force maBeure

'ither *arty shall ha/e the right to terminate this CONTRACT onaccount of ?orce &aBeure as set forth in clause LLLLLLLLLL

+D. Termination on account of insol/ency

In the e/ent the CONTRACTOR or its collaborator at any time during theterm of this Agreement becomes insol/ent or ma6es a /oluntary

assignment of its assets for the benefit of creditors or is adBudgedban6ru*t then the ON#C shall by a notice in ;riting ha/e the right to terminate this CONTRACT and all the CONTRACTOR=s rights and*ri/ileges hereunder shall stand terminated forthwith.

+D.4 Termination for unsatisfactory *erformance

If the ON#C considers that the *erformance of the CONTRACTOR isunsatisfactory or not u*to the e9*ected standard the ON#C shall notifythe CONTRACTOR in writing and s*ecify in detail the cause of suchdissatisfaction. The ON#C shall ha/e the o*tion to terminate this

Agreement by gi/ing 5 days notice in writing to the CONTRACTOR if

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CONTRACTOR fails to com*ly with the re>uisitions contained in the said written notice issued by the ON#C.

+D.- Termination for delay in mobiliFation

$uccessful bidder shall be re>uired to mobilise com*lete e>ui*mentalongwith crew (only man*ower : crew in case of O*eration and&aintenance Contracts) for commencement of ser/ices at the s*ecifiedsite within a ma9imum number of … days from the date of ?a9 order :OA: NOA. If the CONTRACTOR (successful bidder) fails to mobilise asabo/e ON#C shall ha/e without *reBudice to any other clause of theCONTRACT the right to terminate the contract.

+D. Conse>uences of termination

In all cases of termination herein set forth the obligation of the ON#C to*ay shall be limited to the *eriod u*to the date of termination.Notwithstanding the termination of this Agreement the *arties shallcontinue to be bound by the *ro/isions of this Agreement thatreasonably re>uire some action or forbearance after suchtermination.

In case of termination of Contract herein set forth e9ce*t under +D.+ and+D.3 and : or annulment of the contract due to non2submission of %erformance $ecurity (as *er clause of Anne9ure2I) following actionsshall be ta6en against the Contractor@

i. ON#C shall conduct an in>uiry against the Contractor andconse>uent to the conclusion of the in>uiry if it is found that the faultis on the *art of the Contractor then they shall be *ut on holiday i.eneither any tender en>uiry will be issued to such a Contractor byON#C against any ty*e of tender nor their offer will be considered byON#C against any ongoing tender(s) where contract between ON#Cand that *articular Contractor (as a bidder) has not been concluded

for a *eriod of two years from the date the order for *utting theContractor on holiday is issued. Eowe/er the action ta6en by ON#Cfor *utting that Contractor on holiday shall not ha/e any effect onother ongoing contract(s) if any with that Contractor which shallcontinue till e9*iry of their term(s).

ii. %ending com*letion of the en>uiry *rocess for *utting the Contractor on holiday ON#C shall neither issue any tender en>uiry to thedefaulting Contractor nor shall consider their offer in any ongoingtender.

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+,. DELA, IN MO+ILISATION AND LIUIDATED DAMAGES

(a) CONTRACTOR (successful b idder) shall mobiliFe and de*loythe re>uired man*ower and the com*lete e>ui*ments so as to

commence the ser/ices at the s*ecified site (s) within the *eriod asmentioned in NOA.

(b) If the CONTRACTOR fails to mobiliFe and de*loy the re>uiredman*ower : e>ui*ment and : or fails to commence the ser/ices withinthe *eriod s*ecified in sub clause (a) abo/e ON#C shall ha/ewithout *reBudice to any other right or remedy in law or contractincluding sub clause (c) below the right to terminate the contract.

(c) If the contractor is unable to mobiliFe : de*loy and commencethe ser/ices within the *eriod s*ecified in sub clause (a) abo/e it may

re>uest ON#C for e9tension of the time with unconditionally agreeingfor le/y and reco/ery of . "*on recei*t of such a re>uest ON#Cmay at its discretion e9tend the *eriod of mobiliFation and shallreco/er from the contractor as an ascertained and agreed i>uidatedamages a sum e>ui/alent to +:3 P of annual contract /alue for each wee6 of delay or *art thereof subBect to a ma9imum of +5P of the annual contract /alue.

(d) The *arties agree that the sum s*ecified abo/e is not a *enaltybut a genuine *re2estimate of the loss:damage which will be sufferedby ON#C on account of delay on the *art of the CONTRACTOR andthe said amount will be *ayable without *roof of actual loss or damage caused by such delay.

(e) will be calculated on the basis of annual contract /alue e9cludingduties and ta9es where such duties:ta9es ha/e been shownse*arately in the contract. .

35. SE*ERA+ILIT,@

$hould any *ro/ision of this agreement be found to be in/alid illegal or

otherwise not enforceable by any court of law such finding shall notaffect the remaining *ro/isions hereto and they shall remain binding onthe *arties hereto.

35. (Clause on 7Conse>uential amages8 deleted /ide Circular No.4+:355D dated 34.+3.355D as the *ro/isions are co/ered under clause-(a) below.)

3+. CHANGE IN LA.@

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3+.+ In the e/ent of introduction of any new legislation or any change or amendment or enforcement of any Act or aw rules or regulations of #o/ernment of India or $tate #o/ernment(s) or %ublic 1ody whichbecomes effecti/e after the date of submission of %rice 1id or re/ised

*rice bid if any for this CONTRACT and which results in increased cost of the wor6s under the CONTRACT through increased liability of ta9es(other than *ersonnel and Cor*orate ta9es) duties the CONTRACTORshall be indemnified for any such increased cost by the COR%ORATIONsubBect to the *roduction of documentary *roof to the satisfaction of theCOR%ORATION to the e9tent which directly is attributable to suchintroduction of new legislation or change or amendment as mentionedabo/e and adBudication by the com*etent authority ! the courts where/er le/y of such ta9es : duties are dis*uted by COR%ORATION. 3+.3 $imilarly in the e/ent of introduction of new legislation or any

change or amendment or enforcement of any Act or aw rules or regulations of #o/ernment of India or $tate #o/ernment(s) or %ublic 1odywhich becomes effecti/e after the date of submission of %rice 1id or re/ised *rice bid if any for this CONTRACT and which results in anydecrease in the cost of the wor6s through reduced liability of ta9es (other than *ersonnel and Cor*orate ta9es) duties the CONTRACTOR shall*ass on the benefits of such reduced cost ta9es or duties to theCOR%ORATION to the e9tent which is directly attributable to suchintroduction of new legislation or change or amendment as mentionedabo/e.

3+. All duties ta9es (e9ce*t where otherwise e9*ressly *ro/ided in theContract) as may be le/ied : im*osed in conse>uences of e9ecution of the;or6s:$er/ices or in relation thereto or in connection therewith as *er the Acts aws Rules Regulations in force on the date of submission of %rice1id or re/ised *rice bid if any for the this CONTRACT shall be toCONTRACTOR


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3+.- The Contract %rice and other *rices gi/en in the $chedule of %ricesare based on the a**licable tariff as indicated by the CONTRACTOR in

the $chedule of %rices. In case this information subse>uently *ro/es tobe wrong incorrect or misleading COR%ORATION will ha/e no liability toreimburse:*ay to the CONTRACTOR the e9cess duties ta9es fees if anyfinally le/ied : im*osed by the concerned authorities. Eowe/er in such ane/ent COR%ORATION will ha/e the right to reco/er the difference incase the rate of duty:ta9 finally assessed is on the lower side.

3+. Notwithstanding the *ro/ision contained in clause 3+.+ to 3+.4abo/e the COR%ORATION shall not bear any liability in res*ect of @

(i) %ersonal ta9es on the *ersonnel de*loyed by

CONTRACTOR his sub2contractor : sub2sub contractorsand Agents etc.

(ii) Cor*orate ta9es and ?ringe benefit ta9 in res*ect of contractor and all of their sub2contractors agents etc.

(iii) Other ta9es ! duties including Customs uty '9cise utyand $er/ice Ta9 in addition to new ta9es etc. in res*ect of sub2contractors /endors agents etc of the CONTRACTOR.

3+. In order to ascertain the net im*act of the re/isions : enactment of /arious *ro/isions of ta9es : duties the CONTRACTOR is liable to*ro/ide following disclosure to COR%ORATION@

(i) etails of each of the in*ut ser/ices used in relation to *ro/idingser/ice to COR%ORATION including estimated monthly /alue of in*ut ser/ice and ser/ice ta9 amount.

(ii) etails of In*uts (material:consumable) used:re>uired for *ro/idingser/ice to ON#C including estimated monthly /alue of in*ut and

e9cise duty:CH *aid:*ayable on *urchase of in*uts.

33. LIA+ILIT, O% THE GO*ERNMENT O% INDIA-

It is e9*ressly understood and agreed by and between the CONTRACTORand ON#C (the Indian %$") that ON#C is entering into this agreementsolely on its own behalf and not on behalf of any other *erson or entity. In*articular it is e9*ressly understood and agreed that the #o/t. of India isnot a *arty to this agreement and has no liabilities obligations or rightshereunder. It is e9*ressly understood and agreed that ON#C is aninde*endent legal entity with *ower and authority to enter into

CONTRACTs solely in its behalf under the a**licable laws of India and

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general *rinci*les of CONTRACT aw. The CONTRACTOR e9*resslyagrees ac6nowledges and understands that ON#C is not an agentre*resentati/e or delegate of the #o/t. of India. It is further understoodand agreed that the #o/t. of India is not and shall not be liable for any

acts omissions and commission breaches or other wrongs arising out of the CONTRACT. Accordingly CONTRACTOR hereby e9*ressly wai/esreleases and forgoes any and all actions or claims including cross claimsim*leader claims or counter claims against the #o/t. of India arising out of this CONTRACT and co/enants not to the #o/t. of India as to anymanner claim cause of action or thing whatsoe/er arising of under thisCONTRACT

3. %ORCE MAJEURE@

In the e/ent of either *arty being rendered unable by ?orce &aBeure to

*erform any obligation re>uired to be *erformed by them under theCONTRACT the relati/e obligation of the *arty affected by such?orce &aBeure shall be sus*ended for the *eriod during which suchcause lasts.

The term Q ?orce &aBeureQ as em*loyed herein shall mean acts of #od;ar Ci/il Riots ?ire directly affecting the *erformance of theCONTRACT ?lood and Acts and Regulations of res*ecti/e go/ernment of the two *arties namely ON#C and the CONTRACTOR. "*on the occurrence of such cause and u*on its termination the *artyalleging that it has been rendered unable as aforesaid thereby shall notifythe other *arty in writing the beginning of the cause amounting to ?orce&aBeure as also the ending of the said clause by gi/ing notice to theother *arty within 3 hours of the ending of the cause res*ecti/ely. If deli/eries are sus*ended by ?orce &aBeure conditions lasting for morethan 3 (two) months ON#C shall ha/e the o*tion of canceling thisCONTRACT in whole or *art at his discretion without any liability at his*art.

Time for *erformance of the relati/e obligation sus*ended by ?orce

&aBeure shall then stand e9tended by the *eriod for which such causelasts.

34. EM'LO,MENT +, %IRMS TO O%%ICIALS O% ONGC

?irms:com*anies who ha/e or had business relations with ON#C aread/ised not to em*loy ser/ing ON#C em*loyees without *rior *ermission.It is also ad/ised not to em*loy e92*ersonnel of ON#C within the initialtwo years *eriod after their retirement:resignation:se/erance from theser/ice without s*ecific *ermission of ON#C. The ON#C may decidenot to deal with such firm(s) who fail to com*ly with the abo/e ad/ice.

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3-. 'RE%ERENCE TO LOCAL COM'ANIES-

CONTRACTOR agrees to gi/e *riority and *reference to locally ownedcom*anies when hiring $ub CONTRACTOR $"10'CT TO *rice>uality and deli/ery being e>ui/alent.

3-.+ Contractor shall source the fuels li6e *etrol diesel etc. if re>uired for carrying out the wor6s : ser/ices co/ered under this contract from &:s.&angalore Refinery ! %etrochemicals imited &angalore (a subsidiary of ON#C) where/er feasible.

3. JURISDICTION AND A''LICA+LE LA.-

This Agreement including all matter connected with this Agreementshall be go/erned by the laws of India (both substanti/e and *rocedural)for the time being in force and shall be subBect to e9clusi/e Burisdiction of the Indian Courts at $urat

?oreign com*anies o*erating in India or entering into 0oint /entures inIndia shall ha/e to obey the law of the and and there shall be nocom*romise or e9cuse for the ignorance of the Indian legal system in anyway.

3. AR+ITRATION

3.+ AR+ITRATION ?Appicabe in ca"e of "#pp= or!er"(Contract" ;it<fir7" otuestion or disagreement arises between the *arties hereto or their res*ecti/e re*resentati/es or assignees in connection with constructionmeaning o*eration effect inter*retation of the contract or breach thereof which*arties are unable to settle mutually the same shall be referred to Arbitration as*ro/ided hereunder@

+. A *arty wishing to commence arbitration *roceeding shall in/o6e Arbitration Clause by gi/ing 5 days notice to the other *arty. The notice in/o6ingarbitration shall s*ecify all the *oints of dis*utes with details of the amountclaimed to be referred to arbitration at the time of in/ocation of arbitration and notthereafter. If the claim is in foreign currency the claimant shall indicate its /aluein Indian Ru*ee for the *ur*ose of constitution of the arbitral tribunal.

3. The number of the arbitrators and the a**ointing authority will be asunder@

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Claim amount

(excluding claim for

interest and

counter claim, if

any)

Number of

arbitrator

Appointing authority

pto %s+ 50 lahs ,ole &rbitrator to

be appointe' from

a panel of retire'

officers from

"#!)other

,)#on:,

organi;ations+

"#!


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pto %s+ 5 crores Within 8 months

&bove %s+ 5 crores Within 12 months

The abo/e time limit can be e9tended by the arbitrator(s) for reasons to berecorded in writing with the consent of the *arties.

D. Arbitrators shall be *aid fees at the following rates@Amount of Claims and Counter

Claims

(excluding interest)

Lump sum fees (including fees for study of

pleadings, case material, writing of the

award, secretarial charges etc.) payable to

each arbitrator

(to be shared equally by the parties)

pto %s 50 lahs %s+ 10000 per meeting sub?ect to a ceiling of

%s+ 100000):+

&bove %s 50 lahs to %s 1 crore %s+ 135000): plus %s+ 1800): per lah or a

part there of sub?ect to a ceiling of %s+

225000):+

&bove %s+ 1 crore an' upto %s+ 5

!rores

%s+ 225000): plus %s+ 33750 per crore or a


360000):+

&bove %s+ 5 crores an' upto %s+ 10

crores+

%s+ 360000): plus %s+ 22500): per crore or a


472500):+

&bove %s+ 10 crores %s+ 472500 plus %s+ 18000): per crore or part

thereof sub?ect to a ceiling of %s+ 1500000):+

,. If after commencement of the Arbitration *roceedings the *arties agree tosettle the dis*ute mutually or refer the dis*ute to conciliation the arbitrators shall*ut the *roceedings in abeyance until such *eriod as re>uested by the *arties.;here the *roceedings are *ut in abeyance or terminated on account of mutualsettlement of dis*ute by the *arties the fees *ayable to the arbitrators shall bedetermined as under@

(i) 35Pof the fees if the claimant has not submitted statement of claim.(ii) 45P of the fees if the *leadings are com*lete.(iii) 5P of the fees if the hearing has commenced.(i/) D5P of the fees if the hearing is concluded but the award is yet tobe *assed.

+5. 'ach *arty shall *ay its share of arbitrator


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++. 'ach *arty shall be res*onsible to ma6e arrangements for the tra/el andstay etc of the arbitrator a**ointed by it. Claimant shall also be res*onsible for ma6ing arrangements for tra/el : stay arrangements for the %residing Arbitrator

and the e9*enses incurred shall be shared e>ually by the *arties.

In case of sole arbitrator ON#C shall ma6e all necessary arrangements for histra/el: stay and the e9*enses incurred shall be shared e>ually by the *arties.

+3. The Arbitration shall be held at the *lace from where the contract hasbeen awarded. Eowe/er *arties to the contract can agree for a different *lace for the con/enience of all concerned.

+. The Arbitrator(s) shall gi/e reasoned and s*ea6ing award and it shall befinal and binding on the *arties.

+4. $ubBect to the aforesaid conditions *ro/isions of the Arbitration andConciliation Act +,, and any statutory modifications or re2enactment thereof shall a**ly to the arbitration *roceedings under this clause.

(Circular No. 5-:35+4 dated 3,.54.35+4)

3.3 Arbitration ca#"e for "ette7ent of co77ercia !i"p#te" bet;een'#bic Sector Enterpri"e" inter "e an! '#bic Sector Enterpri"e?" an!Go5ern7ent Depart7ent?" t


36/45

+. The *arty desirous of resorting to conciliation shall send a notice of 5(thirty) days to the other *arty of its intention of referring the dis*ute for resolution through O'C. The notice in/o6ing conciliation shall s*ecify all the*oints of dis*utes with details of the amount claimed to be referred to O'C

and the *arty concerned shall not raise any new issue thereafter.

3. C& ON#C shall nominate three outside e9*erts one each from?inancial:commercial Technical and egal fields from the %anel of Outside'9*erts maintained by ON#C who shall together be referred to as O'C(Outside '9*erts Committee).

. %arties shall not claim any interest on claims:counterclaims from the date of notice in/o6ing conciliation till e9ecution of settlement agreement if so arri/edat. In case *arties are unable to reach a settlement no interest shall beclaimed by either *arty for the *eriod from the date of notice in/o6ingconciliation till the date of O'C recommendations in any further *roceeding.

4. The %roceedings of the O'C shall be broadly go/erned by %art III of the Arbitration and Conciliation Act +,, including any modifications thereof.

-. O'C shall hear both the *arties and recommend *ossible terms of settlement between the *arties. The recommendations of O'C shall be non2binding and the *arties may decide to acce*t or not to acce*t the same.%arties shall be at liberty to acce*t the O'C recommendation with anymodification they may deem fit.

. ;here recommendations are acce*table to both the *arties a settlementagreement will be drawn u* in terms of the O'C recommendations or with

such modifications as may be agreed u*on by the *arties. The settlementagreement shall be signed by both the *arties and authenticated by all theO'C members either in *erson or through circulation. This settlementagreement shall ha/e the same legal status and effect as that of anarbitration award on agreed terms on the substance of the dis*ute renderedby an arbitral tribunal under $ection 5 of the Arbitration and Conciliation Act+,,.

. The *arties shall 6ee* confidential all matters relating to the conciliation*roceedings. Confidentiality shall e9tend also to the settlement agreemente9ce*t where its disclosure is necessary for *ur*oses of im*lementation andenforcement.

D. The *arties shall not rely u*on or introduce as e/idence in any further arbitral or Budicial *roceedings whether or not such *roceedings relate to thedis*ute that is the subBect of the conciliation *roceedings

(a) /iews e9*ressed or suggestions made by the other *arty inres*ect of a *ossible settlement of the dis*uteM

(b) admissions made by the other *arty in the course of the O'C*roceedingsM

(c) *ro*osals made by the O'CM(d) the fact that the other *arty had indicated his willingness to acce*t a

*ro*osal for settlement made by the O'C.

82


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,. The *arties shall *resent their case before O'C only through their in2housee9ecuti/es. Neither *arty shall be re*resented by a lawyer unless O'Cs*ecifically desires that some issue of legal nature is in dis*ute that needs tobe clarified : inter*reted by a lawyer.

+5. O'C members shall be entitled for the following fees and facilities@(Circular No. 3+:35+4 dated 34.++.35+4)

S1No

%ee"( %aciit= Entite7ent To be pai!(arran6e! b=

+. ?ees Rs. 35555 *er meeting subBect toma9imum of Rs. 355 555 for thewhole case. In addition one O'Cmember chosen by O'C shall be*aid an additional amount of Rs.

+5555 towards secretariale9*enses in writing minutes:O'Crecommendations.

Contractor

3. Additional ?ee for attending meetingto authenticate thesettlementagreement

Rs. +5555:2. Contractor

. Trans*ortation inthe city of themeeting

u9ury car or Rs. 3555 *er day. Contractor

4. Henue for meeting ON#C conference rooms:Eotels ON#C

%aciitie" to be pro5i!e! to t


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++. All the e9*enditure incurred in the O'C *roceedings shall be shared by the*arties in e>ual *ro*ortion. The *arties shall maintain account of e9*enditureand *resent to the other for the *ur*ose of sharing on conclusion of the O'C*roceedings.

+3. If the *arties are not able to resol/e the dis*ute through O'C or do not o*t for conciliation through O'C the *arty may in/o6e arbitration clause as *ro/idedin the contract.

3D. CONTINUANCE O% THE CONTRACT -

Notwithstanding the fact that settlement of dis*ute(s) (if any) under arbitration may be *ending the *arties hereto shall continue to bego/erned by and *erform the wor6 in accordance with the *ro/isions

under this CONTRACT.

3,. INTER'RETATION -

The titles and headings of the sections in this CONTRACT are inserted for con/enient reference only and shall not be construed and limiting or e9tending the meaning of any *ro/isions of this CONTRACT.

0212 ENTIRE AGREEMENT -

This Agreement su*ersedes all *rior Agreements and commitments

whether oral or in writing between the *arties concerning the subBect matters thereof. The right of either *arty to re>uire strict *erformanceswill not be affected by any *re/ious wai/er or course of dealing. Neither this Agreement nor any modification will be binding on a *arty unlesssigned by an authorised re*resentati/e of CONTRACTOR and ON#C.

+.5 'ATENT INDEMNIT,

+.+. The CONTRACTOR shall subBect to the COR%ORATION


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$uch indemnity shall not co/er any use of the Items or any *artthereof other than for the *ur*ose indicated by or to be reasonablyinferred from the Contract neither any infringement resulting from theuse of the Items or any *art thereof or any *roducts *roduced thereby in

association or combination with any other e>ui*ment *lant or materialsnot su**lied by the CONTRACTOR *ursuant to the Contract.

+.3. If any *roceedings are brought or any claim is made against theCOR%ORATION arising out of the matters referred to in #CC abo/e $ub2Clause the COR%ORATION shall *rom*tly gi/e the CONTRACTOR anotice thereof and the CONTRACTOR may at its own e9*ense and in theCOR%ORATION


40/45

shall be construed to create any contractual relationshi* between anysuch em*loyees or re*resentati/e or $ub2CONTRACTOR and theCOR%ORATION. CONTRACTOR shall be res*onsible for the actsdefaults or negligence of the CONTRACTOR his agencies ser/ant or

wor6men.

.5 EX'ORT(RE-EX'ORT CONTROL RESTRICTIONS

In case there are certain e9*ort : re2e9*ort control restrictions im*osed by*arent country of the Contractor(s) w.r.t the items (i.e. goods e>ui*mentser/ices or technology) offered by them to Cor*oration regarding their end use or the end user or regarding their usage in certain other countriesthen the Contractor can intimate about same while >uoting in theCor*orationui*ment ser/ices or technology) being co/ered under

e9*ort control regulations will not lead to reBection of the offer(s) inCor*orationui*ment ser/ices or technology) being *rocured against thisCONTRACT would be used by Cor*oration for e9*loration and e9*loitationof hydrocarbons in India only. Eowe/er if for any reasons whatsoe/er theend use or end user of these items are re>uired to be changed or if thesegoods are to be ta6en for use in countries out side India then Cor*orationwould re>uest the Contractor to obtain consent from the concernedauthority in their country.

0F12 INTEGRIT, 'ACT (a**licable for tenders abo/e Rs + Crores)@

The Integrity *act duly signed by the authoriFed official of ON#C and theContractor will form *art of this contract : su**ly order.

0312 Li7itation of Liabiit=

Notwithstanding any other *ro/isions e9ce*t only in cases of willful misconductand : or criminal acts

a) Neither the Contractor nor the Com*any (ON#C) shall be liable to the

other whether in Contract tort or otherwise for any conse>uential loss or damage loss of use loss of *roduction or loss of *rofits or interest costs*ro/ided howe/er that this e9clusion shall not a**ly to any obligation of theContractor to *ay i>uidated amages to the Com*any and

b) Notwithstanding any other *ro/isions incor*orated elsewhere in thecontract the aggregate liability of the Contractor in res*ect of this contractwhether under the Contract in tort or otherwise shall not e9ceed -5P of theannualiFed Contract %rice *ro/ided howe/er that this limitation shall not a**ly tothe cost of re*airing or re*lacing defecti/e e>ui*ment by the Contractor or to anyobligation of the Contractor to indemnify the Com*any with res*ect to Intellectual%ro*erty Rights.

86


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c) Com*any shall indemnify and 6ee* indemnified Contractor harmless fromand against any and all claims costs losses and liabilities in e9cess of theaggregate liability amount in terms of clause (b) abo/e.

. S#b7i""ion of for6e! !oc#7ent"

1idders should note that ON#C may /erify authenticity of all thedocuments:certificate:information submitted by the bidder(s) against thetender. In case at any stage of tendering *rocess or Contract:%O e9ecutionetc. if it is established that bidder has submitted forgeddocuments:certificates:information towards fulfilment of any of thetender:contract conditions ON#C shall immediately reBect the bid of suchbidder(s) or cancel:terminate the contract and forfeit '&:$ submitted bythe bidder.

. Consideration of re*resentations on *ost contract issues submitted by thebidders to Inde*endent '9ternal &onitors (I'&s)

(A**licable for all tenders /aluing abo/e Rs. + Crore where I% is a**licable.)

The bidders may raise dis*utes : com*laints if any either with the designatedCom*etent %urchase Authority (C%A) in ON#C or with concerned irector of ON#C or directly with the I'& c:o Chief Higilance Officer ON#C 0ee/an 1hartiTower2II +342Indira Chow6 Connaught %lace New elhi2++5 55+.

Eowe/er 1idders should note that I'&s would consider only thosere*resentations on *ost contract issues wherein there is an alleged /iolation of

*ro/isions of I%. Eence bidders should not refer those *ost contract issues toI'&s for resolution for which dis*ute resolution mechanism has already beendefined in the contract conditions. The *ost contract issues *ertaining to alleged/iolation of *ro/isions of I% if any should only be referred to I'&s

87


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Appen!i9 - :

'rofor7a of +an G#arantee to;ar!" 'erfor7ance Sec#rit=1'ER%ORMANCE GUARANTEE

Ref. No.LLLLLLLLLLLLLLLLLLLLLLLLLL1an6 #uarantee No LLLLLLLLLLL atedLLLLLLLLLLLLLLLLLLLLLL

To

Oil ! Natural #as COR%ORATION LLLLLLLLLLLLLLLLLLLLLLLLLLLLL LLLLLLLLLLLLLLLLLLLLLLLLLLLLL India

ear $irs

+. In consideration of Oil ! Natural #as COR%ORATION imitedincor*orated under the Com*anies Act +,- ha/ing its Registered Officeat 0ee/an 1harti Tower2II +34 Connaught Circus New elhi2++555+India and one of its offices at LLLLLLLLLLLLLLLLLLLLL (hereinafter referred to as ON#C= which e9*ression shall unless re*ugnant to theconte9t or meaning thereof include all its successors administratorse9ecutors and assignees) ha/ing entered into a CONTRACT No. LLLLLLLLLLLLLLLLLL dated LLLLLLLLLLLLLLL (hereinafter called =theCONTRACT= which e9*ression shall include all the amendments thereto)with &:s LLLLLLLLLLLLLLLLLLLLLLLLLL ha/ing its registered:headoffice at LLLLLLLLLLLLLLLLLLLLLL(hereinafter referred to as the=CONTRACTOR=) which e9*ression shall unless re*ugnant to theconte9t or meaning thereof include all its successors administratorse9ecutors and assignees) and ON#C ha/ing agreed that theCONTRACTOR shall furnish to ON#C a *erformance guarantee for IndianRu*ees:"$S .............. for the faithful *erformance of the entireCONTRACT.

3. ;e (name of the ban6) LLLLLLLLLLLLLLLLLLLLLLLLLLLLLL

registered under the laws of LLLLLLL ha/ing head:registered office at LLLLLLLLLLLLLLLLLLLLLLLLLL (hereinafter referred to as Qthe 1an6Qwhich e9*ression shall unless re*ugnant to the conte9t or meaningthereof include all its successors administrators e9ecutors and*ermitted assignees) do hereby guarantee and underta6e to *ayimmediately on first demand in writing any :all moneys to the e9tentof Indian Rs.:"$S (in figures) LLLLLLLLLL (Indian Ru*ees:"$ ollars(in words)LLLLLLLLLLLLLLLLLLLLLLLLLLLLL) without any demurreser/ation contest or *rotest and:or without any reference to theCONTRACTOR. Any such demand made by ON#C on the 1an6 byser/ing a written notice shall be conclusi/e and binding without any *roof

on the ban6 as regards the amount due and *ayable notwithstanding any

88


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dis*ute(s) *ending before any Court Tribunal Arbitrator or any other authority and:or any other matter or thing whatsoe/er as liability under these *resents being absolute and une>ui/ocal. ;e agree that theguarantee herein contained shall be irre/ocable and shall continue to be

enforceable until it is discharged by ON#C in writing. This guarantee shallnot be determined discharged or affected by the li>uidation winding u*dissolution or insol/ency of the CONTRACTOR and shall remain /alidbinding and o*erati/e against the ban6.

. The 1an6 also agrees that ON#C at its o*tion shall be entitled toenforce this #uarantee against the 1an6 as a *rinci*al debtor in the firstinstance without *roceeding against the CONTRACTOR andnotwithstanding any security or other guarantee that ON#C may ha/e inrelation to the CONTRACTOR


44/45

(Indian Ru*ees:"$ ollars (in words) LLLLLLLLLLLLLLLLLLLL) and our guarantee shall remain in force until LLLLLLLLLLLLLLLLLLLLLL.(indicatethe date of e9*iry of ban6 guarantee)

Any claim under this #uarantee must be recei/ed by us before thee9*iry of this 1an6 #uarantee. If no such claim has been recei/ed by usby the said date the rights of ON#C under this #uarantee will cease.Eowe/er if such a claim has been recei/ed by us within the said date allthe rights of ON#C under this #uarantee shall be /alid and shall notcease until we ha/e satisfied that claim.

In witness whereof the 1an6 through its authorised officer has setits hand and stam* on this ........ day of ........35LL at .....................

;ITN'$$ NO. +

22222222222222222222222222 2222222222222222222222222 ($ignature) ($ignature)?ull name and official ?ull name designation andaddress (in legible letters) address (in legible letters)

with 1an6 stam*

Attorney as *er *ower of Attorney No.............ated ....................

;ITN'$$ NO. 3

22222222222222222222222222($ignature)

?ull name and officialaddress (in legible letters)

90


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INSTRUCTIONS %OR %URNISHING 'ER%ORMANCE GUARANTEE

+. The 1an6 #uarantee by Indian 1idders will be gi/en on non2Budicial stam* *a*er :fran6ing recei*t as *er stam* duty a**licable at the *lace from where the

CONTRACT has been *laced. The non2Budicial stam* *a*er :fran6ing recei*tshould be either in name of the issuing ban6 or the contractor.

3. ?oreign *arties are re>uested to e9ecute ban6 guarantee as *ar law in their country.

. ?oreign bidders will gi/e guarantee either in the currency of the offer or "$ S ("$ollar) i.e. Indian Rs:"$ S ha/e been mentioned only for illustration. Therefore incase where ban6 guarantee is being gi/en in currency other than =Ru*ees= or ".$.Sindicate the rele/ant currency of the offer.

4. The e9*iry date as mentioned in clause , should be arri/ed at by adding 5days to the CONTRACT com*letion date unless otherwise s*ecified in the biddingdocuments.

-. The bidders will gi/e 1an6 #uarantee from any of the following categories of 1an6s@

(a) Any $cheduled 1an6 incor*orated in India 1an6 #uarantee issued by foreignbranches : foreign offices of such $cheduled 1an6s be counter guaranteed bythe Indian 1ranch of any $cheduled 1an6 incor*orated in India.

OR(b) Any 1ranch of an International 1an6 situated in India and registered with

Reser/e 1an6 of India as scheduled foreign ban6.

OR(c) Any foreign 1an6 which is not a $cheduled 1an6 in India *ro/ided the 1an6

#uarantee issued by such 1an6 is counter guaranteed by any 1ranch situatedin India of any $cheduled 1an6 incor*orated in India.

Documents

4 General Terms and Conditions Annex-II