SECTION IV - ANNEXURES ANNEXURE 7b: GENERAL TERMS &

CONDITIONS FOR SUPPLY

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ANNEXURE 7b

7b. GENERAL TERMS & CONDITIONS OF CONTRACT FOR SUPPLY

1. PRELIMINARY

1.1 This is a Contract for execution of job as defined in tender document at the specified
location

1.2 The tenderer for the abovementioned supply is the company/ proprietary concern/
individual (as per details & address mentioned in the unpriced bid) and undersigned
(digitally) is authorized to submit the bid on behalf of tenderer.

1.3 The terms and conditions mentioned hereunder are the terms and conditions of
the Contract for the execution of the job mentioned under item 1.1 above.

1.4 It is the clear understanding between Hindustan Petroleum Corporation Limited

and the tenderer that in case the bid of tenderer is accepted by Hindustan
Petroleum Corporation Limited and an intimation to that effect is so issued and also
a Procurement Order is on the tenderer this document shall form part of
the Contract between the parties and terms and conditions hereunder would
govern the parties interest.

1.5 Interpretation of Contract Documents: All documents forming part of the Contract
are to be taken mutually explanatory. Should there be any discrepancy,
inconsistency, error or omission in the contract, the decision of the Owner/Engineer-
in-Charge/Site-in-Charge shall be the final and the contractor
shall abide by the decision. The decision shall not be arbitrable. Items shown
upon the drawings but not mentioned in the specification or described in the
specifications without being shown on the drawings shall nevertheless be deemed
to be included in the same manner as if they are shown in the drawings and
described in the specifications.

1.6 Special conditions of Contract : The special conditions of contract, if any

provided and whenever and wherever referred to shall be read in conjunction with
General Terms and Conditions of contract, specifications, drawings, and any
other documents forming part of this contract wherever the context so requires.
Notwithstanding the subdivision of the documents into separate sections, parts
volumes, every section, part or volume shall be deemed to be supplementary
or complementary to each other and shall be read in whole. In case of any
misunderstanding arising the same shall be referred to decision of the Owner/
Engineer-in-Charge/Site-in-Charge and their decision shall be final and binding
and the decision shall not be arbitrable.

It is the clear understanding that wherever it is mentioned that the Contractor shall do/perform
a job and/or provide facilities for the performance of the job, the doing or the performance or
the providing of the facilities is at the cost and expenses of the Contractor not liable to be paid
or reimbursed by the Owner.

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2. DEFINITIONS

a. The following expressions used in the Purchase Order shall have meaning as indicated
against each of these:

b. The CORPORATION means HINDUSTAN PETROLEUM CORPORATION LIMITED, a

company incorporated in India having its registered office at 17, Jamshedji Tata Road,
Mumbai- 400 020 and shall include its successors and assignees.

c. “Goods / Materials”: Goods and/or Materials shall mean any of the articles, materials,
machinery, equipments, supplies, drawings, data and other property and all services
including but not limited to design, delivery, installation, inspection, testing and
commissioning specified to complete the order.

d. “Vendor / Seller / Supplier”: Vendor / Seller / Supplier shall mean the person, firm or
corporation to whom this Purchase Order is issued.

e. “Contractual Delivery Date”: Contractual Delivery date is the date on which goods shall
be delivered F.O.R/F.O.T. Despatching Point/ Destination in accordance with the terms
of the Purchase Order. This contractual delivery date / period is inclusive of all the lead
time for engineering, procurement of raw materials, manufacturing, inspection, testing,
packing and any other activity whatsoever required to be accomplished for affecting the
delivery at the agreed delivery point.

f. “Inspectors”: Inspectors deputed by Corporation.

g. ‘Total Order Value’ means:-

i. For Material Supply Contract: - The basic cost excluding taxes, duties, levies, freight
etc. unless and until specifically mentioned in the purchase order.
ii. For Lump sum / Turnkey contract: - The total cost & all other cost inclusive of taxes,
duties, levies, freight etc.

h. ‘Total Order Value’ shall be considered for the purpose of calculation of:
1. Price reduction on account of delay
2. Performance bank Guarantee Amount
3. Payment of advance, if any to be made.

i. Note: - The total order for levy of Price Reduction on account of delay shall include all
types of escalation (including on account of Foreign Exchange Variation) agreed to in
terms of Purchase Order.

3. REFERENCE FOR DOCUMENTATION

Purchase Order number must appear on order confirmation, correspondence, drawings,

invoices, shipping notes, packings and on any documents or papers connected with the
order.

4. CONFIRMATION OF ORDER

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The Vendor shall acknowledge the receipt of the Purchase Order within ten days following
the mailing of this order and shall thereby confirm his acceptance of this Purchase Order in
its entirety without exceptions. The acknowledgment will bear on both purchase order and
General Procurement Conditions.

5. SALES CONDITIONS

With Vendor’s acceptance of provisions of this Purchase Order, he waives and considers as
cancelled any of his general sales conditions.

6. COMPLETE AGREEMENT

The terms and conditions of this Purchase Order shall constitute the entire agreement
between the parties hereto. Changes will be binding only if the amendments are made in
writing and signed by an authorized representative of the Corporation and the Vendor.

7. INSPECTION-CHECKING-TESTING
a. The equipment, materials and workmanship covered by the Purchase Order shall be
subject to inspection and testing at any time prior to shipment and or despatch and to
final inspection within a reasonable time after arrival at the place of delivery. Inspectors
shall have the right to carry out the inspection and testing which will include the raw
materials at manufacturer’s shop, at fabricator’s shop and at the time of actual despatch
before and after completion of packing.
b. All tests, mechanical and others and particularly those required by codes will be
performed at the Vendor’s expenses and in accordance with Inspector’s instructions. The
Vendor will also bear the expenses concerning preparation and rendering of tests
required by Boiler Inspectorate or such other statutory testing agencies or by any other
reputed inspection agencies as may be nominated by the Corporation.
c. Before shipping or despatch, the equipment and or materials will have to be checked
and stamped by inspectors who are authorized also to forbid the use and despatch of
any equipment and/or materials which during tests and inspection fail to comply with the
specifications, codes and testing requirements.
d. The vendor shall inform the Corporation at least eight days in advance of the exact place,
date and time of rendering the equipment or materials for required inspection.
e. The vendor shall provide free access to inspectors during normal working hours at
Vendor’s or his/its sub-Vendor’s works and place at their disposal all useful means of
performing, checking, marking, testing, inspection and final stamping.
f. Even if the inspections and tests are fully carried out, Vendor would not be absolved to
any degree from his responsibilities to ensure that all equipments and materials supplied
comply strictly with requirements as per agreement both during construction, at the time
of delivery, inspection, on arrival at site and after its erection or start-up and guarantee
period as stipulated in clause 30 hereof.
g. The Vendor’s responsibility will not be lessened to any degree due to any comments
made by the Corporation and Inspectors on the Vendor’s drawings or by Inspectors
witnessing any chemical or physical tests.
h. In any case, the equipment and materials must be in strict accordance with the Purchase
order and/or its attachments failing which the Corporation shall have the right to reject
the goods and hold the Vendor liable for non-performance of contract.

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8. OFFICIAL INSTITUTIONAL TESTING

a. In addition to testing and inspection by Inspectors mentioned above, nominated agencies
or similar institutional agencies like Boiler Inspectorate may be assigned for official testing
of all coded equipment. The Vendor shall ensure that all Procedures for preparation and
Performance of tests prescribed by such Institutions shall be completed scrupulously.

b. The Vendor is required to send to such Institutions as may be designated by the

Corporation at least three sets of construction drawings for each equipment and
calculations. All manufacturer’s mill’s tests certificates and analytical reports from
material laboratories in respect of all raw materials and components employed shall have
to be presented to such institution’s Inspectors in the number of copies required. Vendor
shall be responsible for any delay in submission of necessary certificates. The Vendor
shall maintain close liaison with the Corporation and Institution’s Inspectors to maintain
schedule and delay, if any in this process will not be taken into consideration as a cause
of Force Majeure.

9. WEIGHTS AND MEASUREMENTS

a. All weights and measurements recorded by the Corporation on receipt of goods at site
will be treated as final.

b. Vendor’s shipping documents and invoices must contain the following data:

i. Unit net weight

ii. Unit gross weight (packing included)
iii. Dimensions of packing.

10. DESPATCH INSTRUCTIONS

a. Unless otherwise specifically advised in writing, goods shall not be despatched without
prior inspection, testing and Release Order / Materials Acceptance Certificates issued by
Inspectors.
b. In case despatch by rail is specified in the Purchase Order, vendor shall exercise due
care and ensure that the consignment shall be booked under appropriate railway
classification, failing which, any additional freight incurred by Corporation due to Vendor’s
booking the material under a wrong classification shall be to Vendor’s account.
c. The goods shall be consigned in the name of consignee as applicable.
d. Corporation’s warehouse is open to receive stores between 9.00 A.M and 3 P.M on all
working days. No goods will be accepted after 3.00 P.M.
e. Corporation reserves the right to advise any change in despatching point / destination
and / or mode of transport, as may be required. Any extra expenditure on this account
supported by documentary evidence will be reimbursed by the Corporation.

11. OILS & LUBRICANTS

The first filling of oils and lubricants, if any, required for every equipment shall be included in
the price and appropriate products manufactured by the Corporation (HPCL) shall be used.
The Vendor shall also recommend the quality / quantity of oils and lubricants required for
one-year continuous operation.

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12. SPARE PARTS

a. The Vendor must furnish itemised price list of spare parts indicating quantity, unit rate &
total rate required for two years operation of the main equipment and prime movers also,
if mentioned in the tender.
b. The Vendor shall provide the necessary cross sectional drawing to identify the spare
parts numbers and their location as well as inter-changeability chart.

13. PACKING AND MARKING

a. The Materials shall be suitably packed for safe transportation till receipt at site and should
be commensurate with best possible practices of packing, unless specifically stipulated
in the Technical specifications, to avoid any damage during transit.

b. All fragile and exposed parts shall be packed carefully and the package shall bear the
words ‘HANDLE WITH CARE’, ‘THIS SIDE UP’ and ‘FRAGILE’.

c. All holes and openings and also other delicate surfaces shall be carefully protected
against bad weather. All threaded fittings shall be greased and provided with plastic caps.
All small pieces shall be packed in cases.

d. The Supplier shall be liable for all damages or breakage to the Materials due to defective
or insufficient packing as well as for corrosion due to insufficient protection.

e. Detailed packing list in waterproof envelope shall be kept in each package together with
material and one copy of packing list shall be fastened outside the box in waterproof
envelope.

f. Each package shall be marked in bold letters on the external three surface of the
package as follows:

i. From: Address of Supplier / Sub-supplier.

ii. For: Hindustan Petroleum Corporation Ltd. __________ (location)
iii. Item:
iv. Package No. : _____ of total packages
v. Dimensions: __________ (Dimensions of each package)
vi. Weight: ____________ (Weight of each package)
vii. Special Instruction for storage, if any.
viii. Special unloading arrangements, if required, shall be clearly mentioned in the
Packing List.
ix. All packages containing the following items shall be packed separately as ordered
and shall have additional clear marking for identification.

1. Mandatory Spares.
2. Commissioning Spares.

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14. SHIPMENT AND SHIPMENT NOTICES

a. The Vendor shall make shipment only after prior approval by Inspectors whenever
specifically mentioned. In the event of the Vendor having been advised to hold
shipments(s) for any reason whatsoever the Vendor shall hold the materials in his / its
warehouse for at least 30 days without any compensation; or without prejudice to any
reduction in price already accrued on account of delay.
b. Within 24 hours of shipment, Vendor shall inform despatch particulars to Corporation by
fax / courier / email.
c. The Vendor shall carefully note the destination of materials.
d. The demurrage or other expenses incurred owing to any negligence, delay, default on
the part of the Vendor will be to Vendor’s account.

15. CONTROL REGULATIONS

The supply, despatch and delivery of goods shall be arranged by the Vendor in strict
conformity with the statutory regulations including provision of Industries (Development and
Regulation) Act 1951 and any amendment thereof as applicable from time to time. The
Corporation disowns any responsibility for any irregularity or contravention of any of the
statutory regulations in manufacture or supply of the stores covered by this order.

16. TRANSIT RISK

Transit Risk insurance shall be covered by the Corporation. The Vendor shall advise the
despatch particulars to Corporation immediately after shipment.

17. RESPECT FOR DELIVERY DATES.

Time of delivery as mentioned in the Purchase Order shall be the essence of the contract
and no variation shall be permitted except with prior authorization in writing from the
Corporation. Goods should be delivered securely packed and in good order and condition
at the place and within the time specified in the Purchase Order for their delivery.

18. PRICE REDUCTION FOR DELAYED DELIVERY

In case of delayed delivery, prices will be reduced @1/2% of the total basic order value for
every week of delay or part thereof subject to a maximum of @5% of the total basic order
value.

NOTE :
a. Price Reduction shall be applicable only on the basic cost and on Full complete
week (s) and for fractional days Price reduction shall be applicable on pro-rata,
if any.

b. Initially Price Reduction shall be applicable for total basic order value and final
Price Reduction settlement to be on undelivered portion in the contractual
delivery period.

19. DELAYS DUE TO FORCE MAJEURE

a. Any delay in or failure of the performance of either part hereto shall not constitute default
hereunder or give rise to any claims for damage, if any, to the extent such delays or

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failure of performance is caused by occurrences such as Acts of God or an enemy,

expropriation or confiscation of facilities by Government authorities, acts of war, rebellion,
sabotage or fires, floods, explosions, riots, or strikes. The Contractor shall keep records
of the circumstances referred to above and bring these to the notice of the Engineer-in-
Charge/Site-in-Charge in writing immediately on such occurrences. The amount of time,
if any, lost on any of these counts shall not be counted for the Contract period. Once
decision of the Owner arrived at after consultation with the Contractor, shall be final and
binding. Such a determined period of time be extended by the Owner to enable the
Contractor to complete the job within such extended period of time.

b. If Contractor is prevented or delayed from the performing any of its obligations under this
Agreement by Force Majeure, then Contractor shall notify Owner the circumstances
constituting the Force Majeure and the obligations performance of which is thereby
delayed or prevented, within seven days of the occurrence of the events.

20. REJECTION, REMOVAL OF REJECTED GOODS AND REPLACEMENT

a. In case the testing and inspection at any stage by Inspectors reveal the equipment,
material and workmanship do not comply with specification and requirements, the same
shall be removed by the Vendor at their / its own expense and risk within the time allowed
by the Corporation. The Corporation shall be at liberty to dispose of such rejected goods
in such manner as they may think appropriate. In the event the Vendor fails to remove
the rejected goods within the period as aforesaid, all expenses incurred by the
Corporation for such disposal shall be to the account of the Vendor. The freight paid by
the Corporation, if any, on the inward journey of the rejected materials shall be
reimbursed by the Vendor to the Corporation before the rejected materials are removed
by the Vendor.

b. The Vendor will have to proceed with the replacement of that equipment or part of
equipment without claiming any extra payment if so required by the Corporation. The time
taken for replacement in such event will not be added to the contractual delivery period.

21. TRANSFER OF PROPERTY FROM THE VENDOR TO THE CORPORATION

a. The transfer of property shall be deemed to have taken place as follows subject to the
provisions herein contained:

i. Exworks: when the vendor places the goods at the disposal of the buyer at the
vendor’s premises or another named place (i.e. works, factory, warehouse, etc.)
ii. F.O.R. or F.O.T despatch point: On handing over the equipment to the carrier against
receipt and such receipt having been passed over to the Corporation.
iii. FOT / FOR destination station: On taking delivery from the transporters/railways at
the destination station.
iv. Equipment sent freight carriage paid to the project Site: On arrival under lifting hook
at the job site.
v. Equipment erected by the Vendor: On temporary acceptance at job site.
vi. Equipment commissioned by the Vendor: On taking over by the Corporation for
regular operation after test runs at maximum capacity for specified period
satisfactorily performed.

22. PRICE

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a. Unless otherwise agreed to in the terms of the Purchase Order, the price shall be firm
and not subject to escalation for any reason whatsoever till the execution of entire order,
even though it might be necessary for the order execution to take longer than the delivery
period specified in the order.

b. Exclusive of Central / State sales Tax, Excise Duty and / or such taxes & duties, which
are leviable by law on sale of finished goods to Corporation and/or entry tax ,if any,
leviable at destination state. The nature and extent of such levies shall be shown
separately.

23. TAXES & DUTIES:

a. Excise Duty, Central Sales Tax, VAT, Service Tax as applicable shall be reimbursed for
the materials consigned to Corporation as per limits indicated in the offer against
documentary evidence to be furnished by the Supplier. Corporation shall pay only those
taxes, duties and levies as indicated by Supplier at the time of bid submission/as agreed
subsequently (prior to opening of priced bids). Taxes / Duties and/or Levies not indicated
by supplier in Bid, but payable, shall be to Supplier’s account. In case of any increase
applicable in Excise Duty, Central Sales Tax, VAT, Service Tax, Octroi indicated with
reference to limits mentioned in the offer / bid or new taxes / duties / levies imposed by
the Indian Government through Gazette notification after the date of submission of last
Price bid but prior to Contractual Delivery Date, the Corporation shall reimburse the
increase in taxes & duties on satisfactory supporting documents.
b. Corporation will issue C-Form on all inter-state sales of materials by supplier to
Corporation to enable supplier to avail concessional rate of Sales Tax on such sales.
c. Supplier shall be responsible for availing all applicable concessions in taxes, duties,
levies etc. as per terms of Purchase Order. Any loss, direct or implied, accrued to
Corporation on account of supplier’s failure to avail concessions shall be borne by
Supplier.
d. Supplier shall indicate the Cenvatable Service Tax applicable on the services provided
by them if any and the same shall be governed by GCC.

24. CUSTOMS DUTY (CD) VARIATION

a. The prices mentioned in offer are subject to Customs Duty (CD) variation. In case of any
increase in rates of Customs Duty, Countervailing Duty, Special Additional Duty by the
Indian Government through Gazette notification after the submission of last priced offer
but within the time schedule for import of materials, as mentioned. Corporation shall
reimburse the increase in taxes & duties at actuals against satisfactory supporting
documents.
b. All downward variations in the rates of all such duties shall be to Corporation’s account
and same shall be calculated on actual CIF value of imported materials subject to the
limit mentioned. Supplier shall submit all relevant documents to Corporation for the proof
of duty paid by them within one month from the date of Bill of Entry (BOE).
c. Custom Duty variation shall be paid by Corporation up to the limit of maximum CIF value
of imported components as indicated in the offer.
d. Rate of Custom Duty along with tariff number considered by Supplier in the prices shall
be indicated in the offer.

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25. FOREIGN EXCHANGE (FE) VARIATION

a. The CIF value in Indian Rupees / Foreign Currency to be declared should cover the
currencies of the countries from which import of materials / components are envisaged
to administer foreign currency variation.
b. The FE variation will be paid for if imports are made at the listed currency subject to
ceiling limit.
c. The list of foreign currency, country of origin, ceiling of foreign value of import envisaged
against each item of materials / components for import and rate of conversion into
Rupees envisaged to be furnished in the tender. The period within which import shall be
made after placement of LOI (i.e. Contractual Completion date of imports, herein after
called CDD) shall also be indicated in the offer.
d. For reimbursement of foreign exchange variation, documentary evidence like bank
certificates of remittance showing the date of payment and rate of foreign currency to
Indian rupees to be furnished along with a copy of bills of entry duty attested by Customs
department. All downward variations in conversion rate will be to Corporation’s account.
e. Variation will be paid only if imports are made within the period as specified in offer for
import. For imports made beyond that period, foreign currency variation will be paid based
on the conversion rates prevailing on the last date of period of agreed to for imports. The
last date for imports agreed will be the import landing date in India envisaged by Bill of
Entry.
f. Bidder shall indicate the maximum CIF component along with currency of import. In
case supplier imports less than the CIF value indicated in the bid, Duty. FE variation etc.
shall be reimbursed only for the actual import carried out.
g. Foreign exchange variation, if any, downward or upward, will be paid only if imports are
made within the agreed completion period.
h. For the purpose of Foreign Exchange variation reimbursement, State Bank of India (SBI)
selling rate applicable on the bill of entry date or SBI selling rate on Bank remittance date
or actual remittance rate, whichever is lower shall be considered. The following clause
also to be considered.
i. The BOE date may fall within Contractual Completion Date or beyond, it has already
been stipulated as above conditions that no reimbursement for FE / CD variation will be
paid if the actual import is beyond Contractual completion date. In such a case, the
variation reimbursement will be restricted to the difference between the rate quoted in the
tender and the lower of the following:

i. The actual remittance rate.

ii. SBI Bill selling rate on the date of CDD.

26. TERMS OF PAYMENT

a. The following payment terms shall be applicable:

i. 75% of the bill amount duly recommended by user on receipt of materials / docs. at
HPCL shall be paid within 7 days of receipt of bill.

ii. Balance 25% to be paid after verification/ certification within 15 days of receipt of bill.
However, the final bill payment will not exceed 30 days.

b. HPCL has taken the initiative to expedite the payment to vendors through e-payment.
Hence confirm that you have filled the HPCL bank mandate for e-payment.

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c. Payment against invoice shall be made on receipt of equipment/materials at site against

submission of following documents along with your Bill/Invoice:-

i. Delivery Challan / Lorry Receipt.

ii. Manufacturer’s Test Certificate
iii. Inspection/Clearance report
iv. Manufacturer’s Guarantee Certificate
v. Performance Bank Guarantee for 10% Basic Order Value
vi. Any other document specified in the Purchase Order.

d. The financial settlement of Vendor’s invoice is liable to be withheld in the event the
Vendor has not complied with submission of drawing data and such documentation as
called for in the Purchase Order and/or as required otherwise.

e. HPCL will furnish their approved format for bank guarantee/ indemnity bond for all the
advance payments directly to vendor along with FOA/ PO, wherever applicable.

f. In case of delayed supplies, bills will be paid after recovering the amount as per price
reduction clause of the P.O.
g. All bank guarantees shall be non revocable and from Scheduled / Nationalised Banks
other than cooperative banks in India and as per HPCL’s proforma.
h. PBG shall be valid till expiry of guarantee period. All other Bank Guarantees shall be
valid till contractual completion period, unless otherwise specified. All bank guarantees
shall have a claim period of 1(one) month after expiry date of bank guarantee.

27. RECOVERY OF SUMS DUE

Whenever any claim against the Vendor for payment of a sum of money arises out of or
under the contract, the Corporation shall be entitled to recover such sums from any sum then
due or which at any time thereafter may become due from the Vendor under this or any other
contract with the Corporation and should this sum be not sufficient to cover the recoverable
amount, the Vendor shall pay to the Corporation on demand the balance remaining due.

28. CHANGES

The Corporation has the option at any time to make changes in quantities ordered or in
specification and drawings. If such changes cause an increase or decrease in the price or in
the time required for supply, an equitable adjustment under this provision must be finalised
within 10 days from the date when change is ordered.

29. CANCELLATION / RISK PURCHASE CLAUSE:

a. The Corporation reserves the right to cancel this purchase order or any part thereof and
shall be entitled to rescind the contract wholly or in part with a written notice to the vendor
if:

i. The vendor fails to comply with the terms of this purchase order.
ii. The vendor fails to delivery the goods on time and / or replace the rejected goods
promptly.

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iii. The Vendor becomes bankrupt or goes into liquidation.

iv. The vendor makes a general assignment for the benefit of creditors.
v. A receiver is appointed for any of the property owned by the vendor.

b. Upon receipt of the said cancellation notice, the vendor shall discontinue all work on the
Purchase Order and matters connected with it. The vendor is aware that the said goods
are required by the Corporation for the ultimate purpose of materials production and that
non delivery may cause loss of production and consequently loss of profit to the
Corporation.
c. Therefore, in case of Termination of the contract, Corporation shall have the right to
carry out the unexecuted portion of the supply/work either by themselves or through any
other vendor(s)/contractor(s) at the risk and cost of the vendor/ contractor. In view of
paucity of time, Corporation shall have the right to place such unexecuted portion of the
supply/work on any nominated vendor(s)/contractor(s). However, the overall liability of
the vendor/Contractor shall be restricted to 100% of the total contract value.
d. The provision of this clause shall not prejudice the right of the Corporation from invoking
the provisions of clause “Delayed Delivery” as a fore said.

30. PATENTS AND ROYALTIES

On acceptance of this order, the Vendor will be deemed to have entirely indemnified the
Corporation from any legal action or claims regarding compensation for breach of any patent
rights.

31. PERFORMANCE GUARANTEE

a. The supplies made against this order shall be fully guaranteed against any manufacturing
defects/poor workmanship/inferior quality etc. for a period of 12 months from the date of
commissioning or 18 months from the date of supply whichever is earlier. During this
period, you will arrange to repair/replace any defective parts free of cost or replace
complete set if required. Guarantee Certificate should be submitted along with despatch
documents. You will furnish performance Bank Guarantee in favour of HPCL issued by
Scheduled bank (other than co-operative banks) for 10% value of the material supplied
and valid during the above guarantee period.
b. Composite PBG for 10% of PO value towards Performance Bank Guarantee inclusive of
Security Deposit shall be accepted (in lieu of deduction of retention money of 10% from
each bill); Such composite PBG shall be valid upto a period of 3 months beyond the
expiry of defect liability period. Demand Draft should be drawn on Scheduled Banks
(other than cooperative banks).

32. NON WAIVER

Failure of the Corporation to insist upon any of the terms or conditions incorporated in the
Purchase Order or failure or delay to exercise any right or remedies or by law or failure to
properly notify Vendor in the event of breach, or the acceptance of, or payment of any goods
hereunder or approval of design shall not release the Vendor and shall not be deemed a
waiver of any right of the Corporation to insist upon the strict performance thereof or of any
of his or their rights or remedies as to any such goods regardless of when goods are shipped,
received or accepted nor shall any purported oral modification or revision of the order by the
Corporation act as waiver of the terms hereof.

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33. NON ASSIGNMENT

The Purchase Order shall not be assigned to any other agency by the Vendor without
obtaining prior written consent of Corporation.

34. PART ORDER/ SPLIT ORDER / REPEAT ORDER

Vendor hereby agrees to accept part orders, split order at Corporation’s option without any
limitation whatsoever and also accept repeat order up to 100% of each item during a period
of 12 months after placement of purchase order at the same unit prices, terms and conditions.

35. VENDOR’S DRAWINGS AND DATA REQUIREMENT

The Vendor shall submit drawings, data and documentation in accordance with but not
limited to what is specified in the requisition and / or in Vendor drawings and data form
attached to the Purchase Order as called for in clause 8, viz, ‘Expediting’ above. The types,
quantities and time limits of submitting this must be respected in its entirety failing which the
Purchase Order shall not be deemed to have been executed for all purposes including
settlement of payment since the said submission is an integral part of Purchase Order
execution.

36. TECHNICAL INFORMATION

a. Drawings, specifications & details shall be the property of the Corporation and shall be
returned by the Vendor on demand. The Vendor shall not make use of drawing and
specifications for any purpose at any time save and except for the purpose of the
Corporation.
b. The Vendor shall not disclose the technical information furnished to or gained by the
Vendor under or by virtue or as a result of the implementation of this Purchase Order to
any person, firm or body or corporate authority and shall make all endeavours to ensure
that the technical information is kept CONFIDENTIAL. The technical information imparted
and supplied to the Vendor by the Corporation shall at all times remain the absolute
Property of the Corporation.

37. SERVICES OF VENDOR’S PERSONNEL

Unless otherwise specified in the PO, services of vendor’s personnel shall be made within
two weeks advance notice and the Vendor shall depute the necessary personnel to site for
supervision of erection and start up of the equipment and train a few of the Corporation’s
personnel for the operation and maintenance of the equipment if required, by the
Corporation. The terms and conditions for the services of the Vendor shall be mutually
settled.

38. VENDOR’S LIABILITY

The Vendor’s workmen or employees shall under no circumstances be deemed to be in

Corporation’s employment and the Vendor shall hold himself responsible for any claim or
claims which they or their heirs, dependents, personal representatives may have or make for
damages or compensation for anything done or committed to be done in the course of

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carrying out the work covered by this Purchase Order, whether arising on Corporation
premises or elsewhere and agrees to indemnify the Corporation against any such claim or
claims if made against the Corporation and all cost (as between attorney and client) of
proceedings, suits or action which the Corporation may incur/sustain in respect of the same.
The Vendor shall also procure and keep in force at his own cost comprehensive Automobile
Liability insurance for adequate coverage in respect of all his vehicles visiting or plying in
project premises. The Vendor shall also be responsible for compliance of existing laws in
respect of their workmen and employees. Extent of Liability shall be read in conjunction with
clause no. 28 above.

39. CORPORATION’S MATERIAL

a. Corporation’s material shall be delivered to the Vendor against submission of Bank
Guarantee for indemnifying the full value there of strictly in the manner and as per
proforma of bank Guarantee approved by the Corporation.
b. Wherever possible the material shall be consigned to Vendor’s siding. In the event the
Vendor does not have any siding, materials shall be consigned to the Public siding /
goods depot to be specifically confirmed by Vendor Loading / Unloading and any handling
from the siding / destination shall be arranged by the Vendor at his responsibility and
cost.
c. The Vendor shall give a firm and binding list of Corporation issue materials and the
desired schedule of its delivery to Shop floor strictly in accordance with the sequence of
fabrication vis-à-vis the contract delivery period.
d. Unused material or scrap from material supplied by the Corporation to the Vendor shall
be returned by the Vendor to the Corporation or if the Corporation so directs, the Vendor
may dispose of the same by sale or otherwise on such terms and conditions as the
Corporation may stipulate and the Vendor shall pay to the Corporation the sale proceeds
of the material so disposed by sale deducting there from expenses incurred by the Vendor
on such sale, the quantum of such deduction to be mutually agreed upon in advance
between the Corporation and the Vendor.

40. GUARANTEE FOR SPARE PARTS:

a. The seller shall undertake that before going out of production of the spare parts he will
give adequate advance notice to the Procurement so that the latter may order his
requirements of spares in one lot if so desires .
b. The seller shall further guarantee that if he goes out of production of spare parts , then
he will make available blue prints , drawings of spare parts and specification of materials
at no extra cost to the Procurement , if and when required in connection with the
equipment to enable the procurer to fabricate or procure spare parts from other source.
c. The provision of this clause shall remain effective and binding upon the seller even after
the completion or expiry of the order and till the plant / machinery / equipment / instrument
supplied under the order is in use by the procurer.

41. ARBITRATION

a. All disputes and differences of whatsoever nature, whether existing or which shall at any
time arise between the parties hereto touching or concerning the agreement, meaning,
operation or effect thereof or to the rights and liabilities of the parties or arising out of or
in relation thereto whether during or after completion of the contract or whether before
after determination, foreclosure, termination or breach of the agreement (other than those

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in respect of which the decision of any person is, by the contract, expressed to be final
and binding) shall, after written notice by either party to the agreement to the other of
them and to the Appointing Authority hereinafter mentioned, be referred for adjudication
to the Sole Arbitrator to be appointed as hereinafter provided.
b. The appointing authority shall either himself act as the Sole Arbitrator or nominate some
officer/retired officer of Hindustan Petroleum Corporation Limited (referred to as
Corporation or HPCL) or a retired officer of any other Government Company in the Oil
Sector of the rank of Ch. Manager & above or any retired officer of the Central
Government not below the rank of a Director, to act as the Sole Arbitrator to adjudicate
the disputes and differences between the parties. The contractor/vendor shall not be
entitled to raise any objection to the appointment of such person as the Sole Arbitrator
on the ground that the said person is/was an officer and/or shareholder of the
Corporation, another Govt. Company or the Central Government or that he/she has to
deal or had dealt with the matter to which the contract relates or that in the course of
his/her duties, he/she has/had expressed views on all or any of the matters in dispute or
difference.
c. In the event of the Arbitrator to whom the matter is referred to, does not accept the
appointment, or is unable or unwilling to act or resigns or vacates his office for any
reasons whatsoever, the Appointing Authority aforesaid, shall nominate another person
as aforesaid, to act as the Sole Arbitrator.
d. Such another person nominated as the Sole Arbitrator shall be entitled to proceed with
the arbitration from the stage at which it was left by his predecessor. It is expressly agreed
between the parties that no person other than the Appointing Authority or a person
nominated by the Appointing Authority as aforesaid, shall act as an Arbitrator. The failure
on the part of the Appointing Authority to make an appointment on time shall only give
rise to a right to a Contractor to get such an appointment made and not to have any other
person appointed as the Sole Arbitrator.
e. The Award of the Sole Arbitrator shall be final and binding on the parties to the
Agreement.

f. The work under the Contract shall, however, continue during the Arbitration proceedings
and no payment due or payable to the concerned party shall be withheld (except to the
extent disputed) on account of initiation, commencement or pendency of such
proceedings.

g. The Arbitrator may give a composite or separate Award(s) in respect of each dispute or
difference referred to him and may also make interim award(s) if necessary.

h. The fees of the Arbitrator and expenses of arbitration, if any, shall be borne equally by
the parties unless the Sole Arbitrator otherwise directs in his award with reasons. The
lumpsum fees of the Arbitrator shall be ` 40,000/- per case for transportation contracts
and ` 60,000/- for engineering contracts and if the sole Arbitrator completes the arbitration
including his award within 5 months of accepting his appointment, he shall be paid `
10,000/- additionally as bonus. Reasonable actual expenses for stenographer, etc. will
be reimbursed. Fees shall be paid stage wise i.e. 25% on acceptance, 25% on completion
of pleadings/documentation, 25% on completion of arguments and balance on receipt of
award by the parties.

i. Subject to the aforesaid, the provisions of the # Arbitration and Conciliation Act, 1996
or any statutory modification or re-enactment thereof and the rules made thereunder,
shall apply to the Arbitration proceedings under this Clause.

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j. The Contract shall be governed by and constructed according to the laws in force in
India. The parties hereby submit to the exclusive jurisdiction of the Courts situated at
____________ for all purposes. The Arbitration shall be held at Visakhapatnam and
conducted in English language.

k. The Appointing Authority is the Functional Director* of Hindustan Petroleum

Corporation Limited.

l. Procurement Authorities may mention, if considered necessary, the proper designation

such as Director-Refineries, etc.

42. JURISDICTION

The Vendor hereby agrees that the Courts situated in location given in tender header” shall
have the jurisdiction to hear and determine all actions and proceedings arising out of this
contract.

CLAUSE

a. Vendor needs to clarify whether you are registered with NSIC. If registered, vendor needs
to submit the following documents along with their offer.

b. Photocopy of the NSIC Registration Certificate, which clearly shows the following details/
information:

i. Name of the Bidder

ii. Address of the Bidder
iii. Validity of the Registration
iv. Items for which the Bidder is registered
v. Monetary Limit

and acknowledged copy of Entrepreneurs Memorandum Part II

c. Also vendor has to clarify whether you have secured Orders for same items, during the
preceding 12 months, in competition with Large Scale Units, WITHOUT any Price
Preference.
d. In case vendor have secured Orders for same items, during the preceding 12 months, in
competition with Large Scale Units, WITHOUT any Price Preference, then vendor has to
furnish a Declaration on their Letter Head accordingly.
e. Please note that in the absence of the above information, offer will be evaluated without
considering Price Preference.

1.0 Preference to MSEs

a. In case the bidder is a Micro or Small Enterprises registered with District Industries
Centers or Khadi and Village Industries Commission or Khadi and Village Industries
Board or Coir Board or National Small Industries Corporation or Directorate of Handicrafts
and Handloom or any other body specified by Ministry of Micro and Small Enterprises,
the bidder shall be entitled for following:

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i. Issue of Tender Documents to MSEs free of cost.

ii. Exemption to MSEs from payment of EMD.
iii. Micro and Small Enterprises quoting price within price brand of Ll+15% shall also be
allowed to supply a portion of requirement by bringing down their prices to LI price in
a situation where LI price is from someone other than a micro and small enterprises
and such micro and small enterprises shall be allowed to supply upto 20% of the total
tendered value. In case of more than one such Micro and Small Enterprises, the
supply of 20% portion shall be shared amongst them. Further, out of above 20%, 4%
(20% of 20%) shall be from MSEs owned by SC/ST entrepreneurs. This quota is to
be transferred to other MSEs in case of non-availability of MSEs owned by SC/ST
entrepreneurs.

b. The quoted prices against various items shall remain valid in case of splitting of quantities
of the items as above.
c. MSE bidder shall submit the following:

i. Documentary evidence that the bidder is a Micro or Small Enterprises registered with
District Industries Centers or Khadi and Village Industries Commission or Khadi and
Village Industries Board or Coir Board or National Small Industries Corporation or
Directorate of Handicrafts and Handloom or any other body specified by Ministry of
Micro, Small and Medium Enterprises.
ii. If the MSE is owned by SC/ST Entrepreneurs, the bidder shall furnish appropriate
documentary evidence in this regard.
iii. The above documents submitted by the bidder shall be duly certified by the Statutory
Auditor of the bidder or a practicing Chartered Accountant (not being an employee or
a Director or not having any interest in the bidder's company/firm) where audited
accounts are not mandatory as per law.

d. If the bidder does not provide the appropriate document or any evidence to substantiate
the above, then it will be presumed that they do not qualify for any preference admissible
in the Public Procurement Policy (PPP), 2012.

43. VALIDITY OF OFFER:

Offer shall be valid for 3 months from the due date / extended due date of the tender enquiry.

44. INTEGRITY PACT:

All tenders shall comply with the requirements of the Integrity Pact (IP) if the value of such
tenders is `1 crore & above. Failure to sign the Integrity Pact shall lead to outright rejection
of bid.

45. ORDER OF PRECEDENCE

In case of any discrepancy between the conditions stated in the GPC (which is an integral
part of the Order) and those specifically mentioned in the Purchase Order, the later shall
prevail over the former.

46. GENERAL:
a. Deviations to Terms and Conditions shall lead to loading of prices or make your offer

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liable for rejection.

b. All resident/non-resident parties to obtain and furnish their PAN in order to avoid tax
withholding at a higher rate. Even though the non-residents may not have permanent
establishment (PE), branch, local office in India, they can apply with their foreign address.
For your information, the web address for applying for PAN in Form No. 49A to NSDL or
UTISL online as given in the following sites:

(AO details for International Taxation are also available online).

i. http://tin.tin.nsdl.com/pan/index.html/
ii. http://incometaxindia.gov.in/
iii. https://incometaxindiaefiling.gov.in/portal/index.jsp
iv. http://www.utitsl.co.in/

c. GRIEVANCE REDRESSAL: There is a grievance redressal mechanism in HPCL for

vendors participating in the tender, the details of which are available on HPCL’s website
www.hindustanpetroleum.com.
d. PBG Format is attached with this GPC.

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