1

C&F Operator cum Secondary Transporter Required For MAK Lubricants

Bharat Petroleum Corporation Limited wishes to appoint a C&F Operator cum secondary
transporter for Lubricants for a period of Five Years at Mangalore C&F, located in
Mangalore in the State of Karnataka at BPCL premises through Two Bid tender process
(Technical & Commercial), who meets following criteria:

a) The applicant should have minimum 2 years of experience in complete C&F Operations
particularly in lubricants or other FMCG products with reputed multinational / public sector
companies during the last 5 years. Applicants who have operated C&F with BPCL should
necessarily obtain and enclose a certificate for satisfactory performance from concerned
Territory Manager which should be issued within one month of issue of above tender. Also
in case C&F is applying for the same C&F as advertised in newspaper then the
performance will be evaluated against the performance certificate for the concerned C&F
Depot only. The firm applying for C&F Operator ship should be registered in the same state
where the subject depot is situated.
b) The successful party should be in a position to provide Security deposit by way of Bank
guarantee for Rs 20 Lacs (Rupees Twenty lacs).

c) The applicant/his staff must have good knowledge in Central Excise procedures and
documentation. Operating knowledge of ERP system handling, preferably SAP will be
added advantage. The successful tenderer should get his staff trained at BPCL premises,
at his own cost, before starting of the C&F operations.

The tender paper may be obtained from the address given below on payment of Rs.5000/-.
(Rupees five thousand only) per set (non-refundable) by way of DD in favour of Bharat
Petroleum Corporation Limited payable at Bangalore. The name of the tenderer must be
mentioned on the reverse of Demand Draft.

Primary Lube Distributor (PLD ) / Industrial Lube Distributor (ILD ) / Lube Business
Associate (LBA ) of BPCL and their relatives operating in the same State are not eligible to
participate in this tender for the depot falling under the subject State. Moreover, The
Distributors (PLD/ILD/LBA) of other Lubricant marketing companies including their
Relatives are also not eligible to apply.

The tender paper may also be downloaded from our website www.bharatpetroleum.in and
DD for Rs.5000/- (Rupees five thousand only) per set (non-refundable) in favour of Bharat
Petroleum Corporation Limited payable at Bangalore should be attached with the
Technical Bid. The tender documents should be submitted to the following address:
Territory Manager (Lubes),
Bharat Petroleum Corporation Limited,
Duparc Trinity, 7
th
floor, 17 Mg Road, Bangalore 560 001
Last Date for submitting the duly filled in tender documents completed in all respects at the
above address is 17th Nov 2009 on or before 11.00 hrs and the technical bid will be
opened at 11.30 hrs on 17th Nov 2009 in the presence of tenderers at the above address.

Tenders received late for whatever reasons or Tenders without EMD or submitted at the
wrong address or Tenders in open or stapled condition/incomplete in any other respect will
not be considered.

The Corporation reserves the right to reject any of the tenders without assigning any
reasons whatsoever.
Regional Manager Lubes, Southern Region
Bharat Petroleum Corporation Limited



Page 2 of 63



ANNEXURE II TENDER FORMAT FOR APPOINTMENT OF C&F OPERATOR
CUM SECONDARY TRANSPORTER



ANNEXURE A

Ref no: B.LUBE.C&F Date:

To,
M/s


Dear Sir,

Sub : Tender reference B.LUBE.C&F dated for Lubes C&F
Operator cum Secondary transporter at MANGALORE.

Based on Demand-Draft number------------------------------------------------- drawn
on .. Bank, for Rs 5000 (Rupees five
Thousand only ) payable at Bangalore submitted by you for obtaining tender
documents for Lubes C&F Operator at Bangalore, Bangalore, we are providing the
following tender documents:-

a) Check list by tenderer (Annexure B)

b) Statement of credentials (Annexure C).

c) General terms & conditions, scope and responsibilities of Lubes C&F Operator
cum Secondary transporter (Annexure D, E,F).

d) Lubes C&F Operator cum Secondary transporter Agreement (Annexure G)

e) Bank guarantee format (Annexure H)

f) Declaration by Tenderer (Annexure I & Annexure I (A) )

g) Commercial bid (Annexure J )

h) Three envelopes: One marked Technical bid, second marked Commercial
bid & third marked Tender Ref No. M.LUBE-INDL.C&F for Lubes C&F
Operator cum Secondary transporter at MANGALORE C&F DEPOT . The
technical bid and commercial bids should be put in the common third envelope .

Note : Please verify the above before you leave from our office.




Page 3 of 63



Documents required for Technical Bid :

The envelope marked: Technical Bid should include the following
documents. In the event of non submission of any of the following
documents the tender will be rejected at the first stage of Technical Bid
evaluation itself:-
i Checklist by tenderers (Annexure B): duly filled, signed & rubber stamped by
the tenderer on all pages.
ii Statement of Credentials (Annexure C): Duly filled, signed & rubber stamped
by the tenderer on all pages.
iii General Terms & conditions, scope & responsibilities of Lubes C &F Operator
(Annexure D,E,F) signed & rubber stamped on all pages for having read,
understood & agreeing to comply with the same.
iv Draft Lubes C &F Operator agreement (Annexure G) signed & rubber stamped
on all pages for having read, understood & agreeing to comply with the same.
v Bank Guarantee draft format (Annexure H) signed & rubber stamped on all
pages for having read, understood & agreeing to comply with the same.
vi In case tender paper is downloaded from our website
www.bharatpetroleum.in , DD for Rs 5000 (Rupees five Thousand only) per set
(non-refundable) in favour of Bharat Petroleum Corporation Limited payable
at Bangalore should also be attached with the technical bid. The name of the
tenderer should be mentioned on the reverse of the DD.
vii Declaration by Tenderer (Annexure I & Annexure I (A) )
viii DD for Rs 1, 00,000 (Rupees One Lac) drawn only on a scheduled bank in
favour of Bharat Petroleum Corporation Limited payable at Bangalore
towards EMD. The name of the tenderer must be mentioned on the reverse of
the Demand Draft.
ix Notarized copy of work experience certificate for C&F/other business, i.e. letter
of intents or agreements issued by clients who are reputed multinational /
public sector / FMCG companies during the last 5 years. Applicants who have
operated C&F with BPCL should necessarily obtain and enclose a certificate
for satisfactory performance from concerned Territory Manager which should
be issued within one month of issue of above tender. Also in case C&F is
applying for the same C&F as advertised in newspaper then the performance
will be evaluated against the performance certificate for the concerned C&F
Depot only.
x Notarized copy of last three years audited balance sheet & Profit and Loss a/c
and auditors report. In case the individual or the firm is not required to get the

Page 4 of 63
P&L and balance sheet audited even then the tenderer should enclose P&L
statement duly signed by Chartered Accountants.
xi Power of Attorney for the authorized signatory in original in case of firms other
than sole proprietor.
xii Notarized copy of PAN card in the name of tenderer and ward / circle / range
where assessed to income tax
xiii Solvency certificate (original) for Rs. 20 lacs (Rupees Twenty Lacs) issued by
a scheduled bank on their letter head clearly stating that the tenderer is
solvent to the extent of minimum of Rs. 20 Lacs issued during the last three
months
xiv Notarized copy of Experience Certificate of ERP system handling, issued by
client (if any) Desirable.

Any tender received with counter terms & conditions or overwriting without signature or
incomplete or not having specified enclosures / documents shall be rejected without any
further communication.

Commercial bid

Commercial bid (Annexure J) duly filled, signed & rubber stamped and sealed
must be put in an envelope marked Commercial Bid.

The two envelopes sealed and marked Technical Bid and Commercial Bid
must be put in envelope marked Tender Ref .no B.LUBE.C&F
DATED . for Lubes C&F Operator cum secondary transporter
at MANGALORE LUBES C&F DEPOT, Baikampady Industrial Estate,
Mangalore

Other conditions

I. EMD will be forfeited and tender will be cancelled, if the tenderer:

a) Modifies / withdraws the offer during the validity period of 120 days.
b) Refuses to sign the contract within 15 (fifteen) working days from the date of
issue of Letter of Intent by the Corporation.
c) Does not furnish requisite security deposit by way of bank guarantee from a
scheduled bank within 15 days from the date of Letter of intent issued by the
Corporation.
d) Does not commence the operations of C&F by the due date advised by TM-
Lubes. Any change in the commencement date should be agreed by the
Corporation in writing.
e) If information provided in the offer is found to be false or incorrect.

II. Refund of EMD:

EMD would be refunded to the unsuccessful tenderers within 15 days of finalization
of the tender. In the case of successful tenderer, the EMD would be refunded only

Page 5 of 63
after completion of all the formalities i.e. signing of contract, submission of requisite
Bank Guarantee, placement of owned vehicles within stipulated time etc.

No interest shall be payable on EMD.

INSTRUCTIONS TO THE TENDERER :

1. The estimated sales volume of business is approx 1250 MT per annum. The above
volume includes approx. 50 MTs per annum of Stock Transfer Quantities i.e Stock
Transfer from Mangalore Lubes C&F Depot to other company depots). The C&F
would normally cater to the areas of South Kanara, Udipi, North Kanara,Coorg,
Hassan, Shimoga, Chickmagalur & Davangere which may be altered in accordance
with the requirements of the Corporation .

2. In case of secondary transportation, the average monthly running (one way) of
the vehicles on a 3 MT vehicle is expected to be 4000 Kms. Average load
size for deliveries is normally expected to be 1 MT to 3 MT per trip but certain
times a smaller load or Higher load also should be delivered . During the last
week of the month higher load in the range of 5 to 9 MT may be required,
which also should be arranged. Similarly, loads of smaller size also to be
delivered as per the business requirements. However, please note that the
volume / area / running and load size of vehicle mentioned above are only
indicative and Bharat Petroleum Corporation Limited does not guarantee
minimum or maximum volume of business, area of operation / load size or
running of vehicles. The tenderer should own minimum 2 nos. of Vehicle, one
of 3 MT LCV and the other of 1 MT Vehicle or should be able to buy the same
within 15 days of date of letter of intent.

3. PARCEL BOOKINGS : Whenever company requires certain urgent small size
load to be delivered thru parcel bookings, the same should be undertaken
immediately. The transportation charges up to parcel booking office would be
paid as per LFDZ rate( up to 40 Kms) in Rs/MT. The actual parcel booking
expenses can be claimed as a reimbursement from the company on a monthly
basis on production of original booking receipts and way bill.















Page 6 of 63



Secondary Transportation Estimated Volume in MT Per Annum I year
Districts
Volume
in MT
per
annum
Average
One way
Kms
MTKM
Approx.
Required
No. of 3
MT LCV
per
annum
KMs Travel
South Kanara 500 43 21500 168 7166
Udipi 155 80 12400 52 4133
North Kanara 80 198 15840 27 5280
Coorg 50 175 8750 17 2916
Chickmagalur 75 182 13650 25 4550
Hassan 120 185 22200 40 7400
Shimoga 95 198 18810 32 6270
Davangere 125 294 36750 42 12250
Estimated Sales volume per
annum (A) 1200 1355 149900 403 49965
Estimated Stock Transfer (-
Mangalore to other locations)
volume per annum (B) 50

Estimated Sales and Stock Transfer Volume for five years
1st Year 2nd year 3rd year 4th year 5th year
Sales Volume (MT) 1200 1400 1600 1800 2000
Stock Transfer Volume (MT) 50 55 60 80 100
District wise break up for sales volume would be in propotion to the 1st year break-up displayed above.


For example:
Secondary Transportation Estimated Volume in MT Per Annum XXXXX
District
Volume
in MT
per
annum
(a)
Average
One way
Kms
(b)
MTKM
c =(a)x(b)
Approx.
Required
No. trips
per annum
using 3
MT LCV
D =(a)/3
Per Annum
KMs Travel
one way
=(d)x (b)


Page 7 of 63
XXXXXXX
XX 690 150 1,03,500 230 34500

4. You are advised to use the prescribed forms issued by Bharat Petroleum Ltd. only in
case collected from our office. In case additional space is required for filling the
details, you may use letter heads. The tender must be submitted on the same name
on which it was obtained by submitting Rs 5000/- (Rupees Five Thousand) demand
draft. The tender document is not transferable.

5. Tenderers who needs any type of clarifications with regard to the terms and
conditions of the tender can attend a session at the Office of the Territory
Manager-(Lubes-), Bharat Petroleum Corporation Ltd., Duparc Trinity, VII Floor,
No.17, M.G. Road, Bangalore 560 001 at 11.00 hrs on 10
th
Nov 2009.

6. The Last date for submitting the tender offer in the tender box kept at the following
address is 11.00 hrs on 17.11.2009. Any offer received after 11.00 hrs shall not be
considered.

7. The tenders will be opened at the address given below at 11.30 hrs on 17.11.2009 in
presence of the tenderers. Only authorsied staff of the tenderers are allowed to
attend the opening of technical bid. The authorized representative should bring letter
to this effect. No separate intimation will be given in this regard unless there is a
change in time/date/venue. All Tenderers should bring their rubber stamp/ letter
heads.

8. The tender should be strictly in line with the terms and conditions. Any tender not
conforming to the terms and conditions prescribed in the tender documents shall be
summarily rejected
COUNTER TERMS AND CONDITIONS WILL NOT BE ACCEPTED.
OVERWRITING WILL NOT BE ACCEPTED

9. The tenderers meeting minimum qualification criteria for the respective tenders will
only be considered for commercial bids opening after evaluation of Technical bids of
all participating and valid tenders. After scrutiny of the technical bids by BPCL, the
eligible tenderers will be notified regarding date, time and venue for the opening of
price bids.

10. All rates quoted in commercial bid should be both in words and figures. In case of any
difference between the two, the rates quoted in words shall be considered as final and
authentic. Also the rate should be quoted in the same units as mentioned in the tender
schedule.

11. The tenderer should study all the operations/ local conditions at the concerned
location, loading/unloading point/s and route/s. Tenderers would be presumed to have
understood the scope of operations and got acquainted themselves with the working
conditions existing at the location, before submission of the tender.
12. Tenders not meeting the tender terms & conditions or incomplete in any respect or
with any additions/deletions or modifications are liable to be summarily rejected
without any further communication to the tenderers and decision of BPCL in this
respect will be final and binding.

Page 8 of 63
13. Tenderer should submit all the details and enclosures as has been asked in the
tender form. Incase any of the information is not applicable to the tenderer, "Not
applicable" may be written against such item. Not submitting any information/
enclosure sought for may be a ground for rejecting the tender.
14. Tenderer / his authorized representative may be present during the opening of tender
on the scheduled date and time.
15. Tender terms and conditions mentioned in the tender should be carefully studied. All
the pages of the tender documents should be duly filled (Annexure A to K ) along
with required enclosures and should be signed and rubber stamped as a token of
acceptance of the terms and conditions therein and submitted to BPCL.
16. Ranking of the tenderers i.e. L-1, L-2, L-3, etc will be done based on the total cash
outflow for the full contract period of five years.
17. If required, the negotiations/counter offer exercise will be carried out only with L1
tenderer and the revised rates accepted by them during negotiations/ counter offers
will be finalized as L1 rate of the concerned location.
18. BPCL reserves the right at its sole discretion to reject unworkable/ unviable rates
quoted by tenderers. Such tenderers will be treated as disqualified and will be
rejected. The decision of BPCL in this regard will be final and binding.
19. Each page of the tender document is to be signed by the legally authorized
representative of the tenderer, with the official seal.
20. If additional sheets are required, then number of such extra pages used should be
indicated in the Covering letter.
21. All entries are to be made in ink. Over-writing/ using white ink / erasing out is not
permitted. All corrections are to be made by scoring out incorrect entries, and such
corrections are to be signed by the legally authorized representative of the tenderer,
with the official seal. Tenders deficient in this respect are liable to be rejected.


Thanking You,
Yours faithfully,
For BHARAT PETROLEUM CORP. LTD


________________
Territory Manager (Lubes), Bangalore

Encl: as above


Page 9 of 63
ANNEXURE B
Date:____________
To,
Territory Manager (Lubes),
Bharat Petroleum Corporation Limited,
Duparc Trinity, 7th floor
17 Mg Road,
Bangalore 560 001.
Dear Sir,
Sub: Tender ref no B.LUBE.C&F dated .. : Check list for
submitting tender for Lubes C&F Operator at Mangalore Lubes C&F Depot,
Mangalore.
With reference to your newspaper advertisement in ____________________
newspaper on ___________ (date), we are submitting the following documents &
enclosures for your consideration.
1. Statement of Credentials (Annexure C): Duly filled in, signed & rubber
stamped.
2. General Terms & Conditions, Scope & Responsibilities of Lubes C &F
Operator (Annexure D, E & F) signed & rubber stamped for having read,
understood & agreeing to comply with the same.
3. Lubes C &F Operator Agreement (Annexure G) signed & rubber stamped for
having read, understood & agreeing to comply with the same.
4. Bank Guarantee format (Annexure H) signed & rubber stamped for having
read, understood & agreeing to comply with the same.
5. Solvency certificate (original) for Rs. 20 lacs (Rupees Twenty Lacs) issued on
___________ by a scheduled bank _____________ on Banks letter head clearly
stating that the tenderer is solvent to the extent of minimum of Rs. 20 Lacs.
6. Declaration by the tenderer ( Annexure I)
7. EMD vide DD no._____________ dt.___________ for Rs1,00,000 (Rupees
One Lac) drawn on __________________________________ bank which is a
scheduled bank in favour of Bharat Petroleum Corporation Limited payable at
Bangalore. Name of the tenderer has been mentioned on the reverse of DD.
8. DD no._______________ dt.______________ drawn on
__________________________________ bank for Rs. 5000/= (Rupees five
thousand) in favour of Bharat Petroleum Corporation Limited payable at
Bangalore (since we have downloaded tender paper from website
www.bharatpetroleum.in). Name of the tenderer has been mentioned on the
reverse of DD. (only if applicable)

Page 10 of 63
9. Notarized copy of C&F work experience
10. Notarized copy of last three years audited balance sheet & Profit and Loss a/c
and auditors report.
10. Notarized Xerox copy of registration document of 3 MT LCV, 1 MT Vehicle and
other Vehicles.

11. Notarized copy of PAN number in the name of tenderer/proprietor. Notarized
copy of PAN card in the name of tenderer and ward / circle / range where
assessed to income tax
12. Original Power of Attorney for the authorized signatory in case of firms other
than sole proprietor.
13. Notarized copy of Experience Certificate of ERP system handling, issued by
client. (if any) Desirable
14. Commercial Bid enclosed in the sealed envelope marked Commercial Bid
We confirm having understood that above documents are mandatory and
our tender will be summarily rejected by BPCL on non-submission of any of
the above documents mentioned from Sl. No. 1 to 12 and 14 without any
further communication to us.
SIGNATURE :______________________
NAME :______________________

FIRMS NAME :______________________

ADDRESS :______________________
:______________________
:______________________
DATE :_______________________



RUBBER STAMP :
OF THE FIRM/ PROPRIETOR




Photograph of the
tenderer / authorized
signatory to be
affixed here and
signed across the
photograph

Page 11 of 63
ANNEXURE C


STATEMENT OF CREDENTIALS
Date:
To,
Bharat Petroleum Corporation Limited,
Bangalore.

Dear Sir,

Subject: Statement of Credentials

We are submitting the following statement of credentials:


1. Name of the Firm :

2. Status of the Firm :
(State whether Public Ltd. Co., Private Ltd. Co.,
Partnership, Co-op. Society or Sole Proprietor)

3. Year of Establishment :

4. Registration Number, if any :

5. Registered Postal Address :

6. Telephone Number(s) :

7. Address of Branches, if any :

8. Names of all Directors/ Partners/ :
Proprietor as the case may be/
with address and Telephone Nos.

9. Name of authorized signatory :
(Tenderers, other than sole proprietors,
to attach Original copy of power of attorney)

10. Permanent Income Tax Number :
(Attach notarized copy of PAN & in case not yet
allotted by I.T.deptt., attach Notarized Xerox copy
of your application for PAN)

11. Name of Bankers & Branch with :
full address

12. Type of Account(s) & A/C Nos. :
& Account(s) Nos.


Page 12 of 63
13. No. of years experience in the :
C&F business

a) total experience in C&F business :
b) experience in C&F in Lubes/Paints/ :
similar products
c) geographical area handled :
(please enclose notarized copy of
C&F work experience certificate)

14. No. of years experience in the :
business (other than C&F)

a) total experience in business :
b) nature of Business :
c) geographical area handled :
( please enclose notarized copy of
work experience certificate i.e.
Letter of intent or agreement copy
issued by the clients who are reputed
multinational / public sector / FMCG
companies etc.for all above )

15. Confirm whether you are having
Adequate resource and manpower to manage :
a) Central Excise, Sales Tax rules : Yes / No
& related documentation

b) Stock transfer, sales & : Yes / No
Related documentation

c) C&F business : Yes / No

d) Warehousing : Yes / No

e) ERP system handling : Yes / No
(Attach notarized copy of certificate of ERP
system handling given by client, if any)

16. Please confirm whether you have
Qualified/trained/experienced staff
on your roll to handle this job. : Yes / No

17. Furnish notarized copy of Audited : Yes / No
Balance Sheet & Profit and loss account
For the last three years.
This is required even if the tenderer is not suppose to submit these
documents as per IT rules.




Page 13 of 63
18. Details of C&F/other business
presently in hand :
a) nature of business :
b) client(s) :
c) validity of the contract :
d) value of Contract (Rs/pa) :
(Attach notarized copy of Letter of intent or agreement copy)
e) Area of Operation

19 a) Whether transport vehicle (s) of 3 MT LCV, 1 MT Vehicle, Other Vehicle
is/are available : Please specify.
If you are owning the LCV and Smaller Vehicle then please submit the Xerox copy
of the documents.
Tenderer owning the LCV and smaller vehicle will get preference over the one who
does not own the LCV.
b) Please provide the following details:

Vehicle
type
Owned Capacity Attached
with contract
details
Total
LCVs
Smaller
Vehicle


c) If not owning the LCV, confirm the same shall be made available within 15 days
of issue of LOI :
Confirmation by Tenderers:
We confirm that our offer will remain valid for 120 days from the date of opening
of Tender.
We do hereby certify that all the information as provided above is correct and
true in all respects & in case any information is found to be false or incorrect, we
understand that BPCL can reject/terminate our offer.
We have read, understood what is stated in General Terms & Conditions, Scope
& Responsibilities of Lubes C&F Operator, agreement for Lubes C&F Operator,
bank guarantee format and fully agree to comply with the same and signed for the
same.
We confirm that we are neither PLD /ILD/LBA of BPCL nor relative of any PLD
/ILD /LBA as defined in annexure L operating in the state of Karnataka.
We confirm that we are neither distributor (PLD /ILD/LBA) of other lubricant
marketing companies nor relative of any distributor (PLD /ILD /LBA) of other
lubricant marketing company as defined in annexure L .

SIGNATURE :_______________ NAME:_________________________
FIRMS NAME :______________________
DATE :_______________________
ADDRESS :_______________________
_______________________
_______________________
RUBBER STAMP:

ANNEXURE-D

Page 14 of 63


GENERAL TERMS & CONDITIONS , SCOPE AND RESPONSIBILITIES OF
C&F OPERATOR

The Lubes C&F Operator shall operate in a warehouse of BPCL at Mangalore
admeasuring a total size of 630 sq.meter, in which Closed Godown measures 380
sq.meter.

The Lubes C&F Operator shall

1) Keep the said warehouse and its surroundings in neat, clean and to the
satisfaction of BPCL.

2) Not alter or modify the said warehouse or any fixtures without prior written
consent of BPCL

3) Not sub-let either full or part of the warehouse under any circumstances.

4) Put up appropriate sign board on the said warehouse with good visibility within a
week from the commencement of contract at his cost. The sign boards will be
provided by BPCL.

5) Personally arrange for supervising the operations and activities at the
warehouse and provide minimum manpower and infrastructure as per schedule A
& B respectively. The C&F operator shall provide round the clock security. The
Operator shall not employ child labour. All salaries, overtime, statutory payment etc.
would be borne by the Operator and shall comply with all statutory rules and
regulations and applicable laws like ESI, Minimum Wages, Provident Fund etc. in
this regard. The Operator shall keep BPCL indemnified against any claim or liability
on account of any dues to his staff or arising out of non compliance of any such
laws or rules. The Operator or his staff shall not be under employment of BPCL.

6) The Operator shall bear all operating expenses towards telephone (2 nos),
internet, stationery, computers, printers, UPS, and any other administrative
expenses. Refer schedule B for details. BPCL shall provide only the printed
stationery i.e. invoices.

7) Operator will be fully responsible for safe keeping of the products from the time
and date of Receipt at the warehouse .Any loss or damage for any reason like
pilferage, shortage, theft, accident, contamination, etc, after receipt at the
warehouse would be debited to the Operator at AMOUNT EQUIVALENT TO
PREVAILING MRP /dealer billing price as applicable to various packages of
Mak lubricants from time to time and recovered from monthly bills of the
Operator. In case, the said amount of damage exceeds the bill amount in any
month, Operator shall forthwith pay the same within 7 days of receiving a
demand from BPCL. Apart from Lubricant Products, loss or damage to any
assets of BPCL inside the warehouse / warehouse shall also be deducted from
such monthly bills.


Page 15 of 63
In case of Bulk lubricants, the net loss in excess of 0.05% will be recovered
from the operator every quarter at the prevailing dealer billing price at the
depot.

8) In the event of claim under Insurance Policy by BPCL the Operator shall provide
all necessary assistance in regard to liaisoning with the Insurance Company for
filing of the claim and completing all the formalities.

9) Provide and maintain infrastructure as per schedule B. The specification for PC
Desktop Computers is Pentium IV with minimum 1GB RAM / Windows XP OS / 17
color monitor, dot matrix Printers (132 column), Deskjet color printer, UPS of 500
VA capacity and Diesel DG set of 3 KV of very reputed brand. The Operator shall
upgrade the equipment so as to be compatible with BPCL system requirement
which may change from time to time.

10) To provide and maintain AC, furniture such as tables, chairs, cup boards/racks
of slotted angle, office records, Printed stationery, Sales Promotion (SP) items etc
as indicated in Schedule B and as advised by Territory Manager from time to time.

11) Receive the product which would normally be by Road Transport and checking
the products for their correctness with the Stock Transfer Invoice or any other
document, and stocking them in the depot as per the laid down norms of the
Corporation and also completing required transactions in SAP on day to day basis.
Carrying out as many loading / unloading of the product on a day as required at
own cost.

12) Arrange for loading of the product at C&F site and unloading at customers
premises at the operators own cost,

13) At the time of receipt of products, endorsing any defective/non receipt of the
packages etc, as per the document, as shortage on the primary transporter
challan after advising BPCL Officer and keeping a record of the same in a register
which shall be countersigned by BPCL Officer. Booking of the loss to the primary
transporter should be as per the prevailing Primary Transport Agreement. Any
other loss to be booked also should be only with the written permission of TM
(Lubes).

e.g. In case of leaky/damaged pack (container) up to 7 litres, cost of pack
(container) will be deducted from the Carrier at the prevailing MRP. In case of
leaky / damaged packs (containers) above 7 litres, cost of oil loss @
assessable selling price value & cost of empty pack (container) in case it is
non-marketable will be deducted from the Carrier. The deductions will be
made from the Carrier(s) bills / Bank guarantee by the Corporation Any
other loss to be booked also should be only with the written permission of
TM(Lubes) and records thereof to be maintained.

14) Day to day Liasoning with Supplying Location for replenishment of stocks.

15 ) Carrying out samples checks etc. as per BPCL Guidelines.


Page 16 of 63
16) Arranging delivery of product to BPCLs depots / customers as required by the
business.

17) Preparing necessary Invoices of BPCL in SAP system for the supplies/receipts
as required (Sales and or Stock Transfer). Under no circumstances any material
should come in or go out without prescribed computerized BPCL documents.
Proper entry of incoming and outgoing of material should be maintained as per the
guidelines.

18) Any DD/ Cheque received by the Operator from Customers/BPCL Officials
towards sale of the products to be deposited within 24 hrs of the receipt of the
same after completion of due transactions in SAP. Failing to do so BPCL shall
reserve the right to charge an interest at 18% p.a after completion of the 24 hrs
from the receipt of the same till the instruments are lodged in the Bank.

19) Organise required number of vehicles so as to ensure that all invoiced material
should leave the depot on the day of preparing invoice. No material to be kept in
the depot after invoicing under any circumstances.

20) Allowing officials of BPCL free access to the warehouse / records for
inspections at all times.

21) Preparing all documents and reports like invoices, bank deposits slips etc, as
per BPCL Guidelines. The Reports would be submitted to BPCL in both hard and
soft copies, if required by BPCL.

22) Bulking of leaky products in different empty barrels so that further loss can be
avoided.

23) Carry out all Central Excise activities required as per the prevailing Central
Excise Act and ensure proper documentation so as to comply with the rules as
amended from time to time.

24) Carrying out all stock/sales/financial accounting in ERP system and related
activities like sales tax, Central excise formalities etc as applicable.

25) Liaison with the supply points / depots / Territory Office for Lubes receipts /
dispatches and connected supply activities.

26) Ensure all safety norms of BPCL are followed at the Operators cost.

27) There should be nil in transit stock for the products already received in the
depot. However, there should be weekly reconciliation in case of any specific
intransit stock. They should take up with supply location/TM (Lubes) and resolve
such issues within 30 days.

28) Correspondence / contact with other depots / supply location as per the
requirement.

29) Maintain security personnel for the products and other assets on round the
clock basis at his own cost. (1 No. Security Guard at any point of time)

Page 17 of 63

30) Maintain proper housekeeping on day to day basis.

31) Ensuring monthly stock check activities along with BPCL Official are completed
on the first working day of each month along with postings in SAP system as per
laid down procedure. Any loss/gain should be analysed and corrective action to be
taken under advise to TM lubes. Besides this, BPCL official is authorized to do
surprise check of the stock on any day at any time.

32) The Operator shall provide and maintain the fire extinguishers (both DCP &
CO2 type as required/as per OISD norms for the area as mentioned), in working
condition as per laid down safety norms, at all times and also should ensure
periodic check up and up keep. The Operator shall also provide PPEs such as
hand gloves / safety shoes and Safety helmets etc to his employees. Safety
helmet and gloves as per IS 2925 specifications to be provided. Operator to
provide uniforms to his authorized staff with Photo ID Card duly signed by TM
(Lubes) . The operator to ensure that his employees use PPEs during the
loading / unloading / stacking and all other handling activities. Refer Schedule B.

33) While operating the warehouse, all the liasoning work with statutory authorities
(Central Excise, Sales Tax, Labour Commissioner, etc) shall be carried out by the
Operator.

34) Whenever there is price revision in respect of small packs of lubricants (other
than barrels) the operator should declare the stocks in writing and duly signed to
the respective TM (Lubes) and Depot I/C in case of CWH and should despatch
first only the old MRP products and only after exhausting the same should
bill/dispatch the new MRP products. Discounts on old MRP packs (i.e.
AMOUNT EQUIVALENT TO PREVAILING MRP ) should be passed on to the
customer in the invoice, as per the companys policy and as advised by the
respective TM(Lubes) in writing

35) The Operator shall maintain following warehousing guidelines :

I. The Operator shall strictly follow First in First Out(FIFO) system while making
supplies and manage warehousing accordingly to facilitate FIFO.

II. Barrels should be stored in 3O clock 9O clock position on wooden runners in
order to keep them off the ground to avoid contact with soil and water (in case of
horizontal stacking).

III. Each grade / pack of product to be stored / stacked separately in line with
BPCLs guidelines.

36) Liasioning with bank for deposit of instruments, collection of dishonored
instrument, if any, etc and providing timely information to TM (Lubes), Regional
Finance, Lubes South.

37) The Operator shall register himself with Central Excise for the purpose of
service tax and pay service tax as per rules from time to time. Operator to submit
proof of payment of Service Tax to the concerned authorities to respective Territory

Page 18 of 63
Manager, for seeking reimbursement of the same. The Operator should also
assist BPCL, from time to time, for registering itself with the central excise for
trading duty paid products and also for issuing cenvatable invoices.

38) Any discounts/credit to the customers given by the Operator shall be based on
written authorization from respective TM (Lubes). If it is found that the C&F
Operator has extended unauthorised credits / discounts or unauthorized shipment
of products out of the warehouse, the value of such discount, cost of credit shall be
recovered at the rate of 150% of the value of such discounts and/or cost of credit.

39) It should be the endeavor of the Operator to handle maximum number of
incoming trucks on daily basis so as to increase the throughput. In case trucks are
detained beyond 15 hours from the reporting time by the Operator for any
reasons or due to inability of Operator to unload the product , BPCL shall recover
such detention charges payable to the transporter, if any , from the Operator. For
making the recovery, the timings considered for reporting of trucks shall be the
actual reporting time of the truck .

40) The Operator shall maintain all documents / records in good condition by
binding them on monthly basis at his cost.

41) Within fifteen days from the date of letter of Intent, the C&F Operator shall
furnish BPCL a security deposit by way of bank guarantee issued by a scheduled
bank of Rs.20 Lacs (Rs. Twenty Lakhs only) as per BPCL format which will remain
with BPCL for the full period of the contract and an additional six months (validity of
BG will be contract period plus Six months). It shall be lawful for BPCL to adjust the
bank guarantee amount against all pending or future dues and also to appropriate
the entire bank guarantee or any part thereof against losses, damages, or
expenses arising out of the C&F Operators failure or negligence to observe any
terms and conditions of this contract. This is without prejudice to other remedies
available to BPCL.

42) To provide wooden pallets / runners for proper stacking of barrels and packages.

Wooden runners : Made of hard wood, termite and weather resistant
Dimensions :4.5MX0.075MX0.05M ( LXBXH)
Approximate nos required : nos :300

Wooden pallets : Standard wooden pallets made of hard wood. Termite and
weather resistant. Dimensions : 1.2MX1.2MX0.2M (LXBXH)
Approximate nos. required : nos; 75

In case of non provision of adequate no. of pallets and runners, the cost of the
barrels and containers getting damaged will be debited to the operator and over
and above that 5% of the monthly bill amount will be levied as penalty.

43) Operator to provide uniforms to his authorized staff with Photo I Card duly
signed by TM (Lubes-Indl).

44) BPCL shall make following monthly payments to the Operator.


Page 19 of 63
i) An amount as agreed during the negotiation / award of contract (Rs. per MT).
The rates (Rs per MT) would be as agreed separately for Sales volumes (invoiced)
and Stock Transfer volumes i.e only for the stocks dispatched from Bangalore C&F
Depot to companys other depots, during award of contract. These rates would
be all inclusive covering all duties / responsibilities of C&F Operator as detailed in
the Tender Document, Telephones (2 nos.), Internet Connection, courier charges
and other miscellaneous charges etc. as mentioned above in point No.6.
(Inward movement of product from our any location to Mangalore Lubes C&F
depot should not be considered as Stock Transfer Volume). No charges other than
the above two agreed rates shall be payable by BPCL in regard to C&F Operations.

ii) Payment would be made against bills to be raised by the Operator on monthly
basis after deducting for any stock loss and any other claims of BPCL. Operator
shall submit the monthly stock statement duly certified by BPCL official together
with bill before 7th of every month for the previous month. Monthly payment shall
be paid by BPCL within seven days from the date of receipt of bill after due
verification. However the last date of submitting the bill will not be beyond 10th of
the month. Any non compliance on this account will be liable for punitive action,

iii) Service Tax as applicable from time to time against the invoice

iv) Applicable Taxes like TDS etc, would be deducted from the vendor from such
monthly payment.

iv) For any financial liability imposed on BPCL by Central Excise or any other
authorities due to non-compliance of rules and regulations by the Operator, the
said amount will be recovered from monthly bills/ security deposit of Operator. If
the amount exceeds the security deposit, balance amount to be paid by Operator
within 7 days.



Page 20 of 63
ANNEXURE E


GENERAL TERMS & CONDITIONS , SCOPE & RESPONSIBILITIES OF
SECONDARY TRANSPORTER

Operator would have the following obligations in respect of handling Secondary
Transportation from Mangalore Lubes C&F Depot.

1. The Operator shall provide secondary transportation vehicle for Lubricant
supplies to various Customers / Dealers / Distributors etc. ex C&F. The Operator
shall provide vehicles of varying capacities depending on Demand from time to
time. The Operator will have to carry out branding of at least one secondary
transport vehicle with MAK Lubricants Portfolio as per design given by BPCL.
This particular vehicle should be of covered container type.

Secondary Transportation payment will be based on the following:

I Ist Zone:(LFDZ) - supplies up to 40 Km radius from Supply location
The transportation payment will be based on fixed rate i.e Rs/MT (gross SKU weight)
II 2
nd
Zone: supplies beyond LFDZ from Supply Location will be based on
Rs./MT/KM beyond LFDZ (Gross SKU weight). It will be paid in two parts i.e fixed
rate upto LFDZ on Rs./MT basis plus on Rs./MT/KM basis for the distance
beyond LFDZ Kms.
III The payment will be made on one way distance basis based on distance
between Depot and Dealer /Distributor/ Customer. In cases where vehicle is
loaded with products of more than one dealer / customer and multiple deliveries
have been made, the MT & KM for each dealer / customer would be picked up
from the respective Invoice.
IV In case of Stock Transfers from Mangalore Lubes C&F Depot to other
BPCL depots, vendors to quote rates in Rs. Per MT.

2.VEHICLES FOR THE TRANSPORTATION :

i) The Operator shall transport packed lubricants in vehicle owned /attached to
them having pay load as required by BPCL and having valid permits/licenses.

ii) The vehicles will be maintained by the Operators in sound mechanical condition
at all times.

iii) The vehicles will have adequate staff provided by the Operator for efficient
operation.

iv) The Operator shall immediately provide the registration no. and Xerox copy of
RC Book and all other particulars of ownership in respect of the vehicles of the
Operator(s) which will be operated for the purpose of the Corporation under
agreement and shall not undertake any changes in respect thereof without
obtaining prior written consent from the Corporation.

v) Operators shall ensure that the vehicles provided for the transportation of
packed lubricants shall confirm to the rules regarding transportation of the

Page 21 of 63
petroleum products and the provision of Petroleum Act 1976 or any amendment of
re-enactment thereof from time to time and rules and orders framed there under.

vi) Only sound vehicles which are in efficient working condition and confirming to
Motor Vehicle Act (including the crew if required under the act) as applicable from
time to time shall be deployed by the Operator(s) for packed lubricants
transportation.


3. REPLACEMENT /REMOVAL OF VEHICLES :

The Operator(s) shall be liable in respect of matters herein under:

i) The contracted vehicle(s) will be made available at all times in roadworthy
condition so as to give uninterrupted service to the company by supplying products
to places nominated by the Company. Should the Operator(s) fail to provide the
contracted vehicle on any working day; the Corporation shall be at liberty to make
suitable alternative arrangement for the transport of their products. All expenditure
as also damages/losses incurred by the Corporation in its trade as a result of the
breakdown of the Operators transport arrangement will be deducted from the
amounts payable to the Operator. Such damages/losses being determined at
Corporation's sole discretion, provided that the Operators shall not be responsible
for any failure to perform or fulfill any term of this agreement if such
performance/fulfillment has been delayed, hindered or prevented by any other of
any national, local or other authority or anybody or a person purporting to be or to
be acting for such authority.

ii) Under no circumstances, the Operator shall keep any of his vehicles out of
operation for a period of more than 15 days unless otherwise permitted in writing
by the Corporation. Should the Corporation require a replacement for this period,
the same shall be arranged by the Operator immediately. In case the Operator(s)
fail to provide vehicles, as agreed, on any reason whatsoever, the Corporation at
its sole discretion will be entitled to claim liquidated damages of Rs. 200/- (Rs. Two
Hundred Only) per day per vehicle and the Operator(s) shall be liable to pay the
same within 30 days from the demand without any demur. The Corporation shall
have this right under this agreement or in law.

4. CARRIAGE OF GOODS / OPERATION OF VEHICLES:

i) Depending upon the Corporations requirements, the Operator(s) shall make
multi point deliveries in a single trip by any of the trucks contracted to the
Corporation.

ii) The Operator(s) shall obtain at his/their cost, all necessary route permits for
plying the vehicles within the State or Inter-State routes for the transportation of the
product. The Operator(s) shall pay the applicable Octroi charges at destinations
and Company shall reimburse these amounts at actuals to the Operator(s) on
production of the payment receipts in original there of every fortnight Toll/entry
charges will not be reimbursed by the Corporation to the Operator(s).
The Corporation does not undertake any responsibility or make any commitment to
provide the Operator(s) or his employee with facilities such as canteen etc.

Page 22 of 63

iii) The Operator(s) shall bear and pay the entire operational cost of the vehicles for
transportation of the product which shall include, inter-alia, the following:

Salary and other emoluments for the crew and labour used for loading/unloading
of lubricants.
Cost of fuels and lubricating oil required for the operation of the vehicle.
Maintenance and repairs cost of the vehicles.
Licences, Permits, Road Tax, Transit Insurance for the product etc.
All idling charges, loss or delay in transport transit road stoppages, delay in time
consumed in loading or unloading lubricants or for any other reasons.
Loading from C&F and unloading at the dealers/customers premises shall be
done by Operator.

iv) Unauthorized parking of Operator(s) vehicles within Corporation premises shall
not be permitted.

v) Loading of lubricants will be done by the Operator(s) strictly in accordance with
the instructions given to the Operator(s) by the Corporation representative. The
Operator(s) will be responsible for the loading and unloading of vehicles.

vii) Only the staff attached to the contracted vehicles or representatives nominated
by the Operator(s) shall be allowed entry inside the Corporations premises.

vi) C&F Operator to ensure allowing entry in to Corporations premises only to the
staff attached to the contracted vehicles or representatives nominated by him.

vii )The Operator (S) shall be solely responsible for the safe custody of the
products once these are handed over to him, as secondary transporter, for
delivery to the customers.

viii ) It will be the Operator(s) responsibility to:

a. Provide required vehicle every day morning at C&F for loading and ensure the
safe and correct delivery of products to the consignee specified.

b. Operator should ensure that product is delivered at destination in the same
condition and quality as and when the Operator(s) take delivery from the depot.
There should be no substitution of product with another product when it is in the
Operators custody as a secondary transporter. Any infringement of the above will
be deemed as unlawful and the Corporation will hold the Operator/Secondary
transporter legally responsible for the same. The Corporation also reserves the
right in such an event, to forthwith terminate the contract and/ or to impose such
penalties on the Operators as the Corporation may deem fit.




5. Escalation / De escalation for Secondary Transportation

Page 23 of 63
FORMULA FOR WORKING OUT ESCALATION/ DE-ESCALATION IN
TRANSPORTATION RATES ON ACCOUNT OF INCREASE/ DECREASE IN
RETAIL SELLING PRICE OF HSD
Increase/ decrease in the transportation rate in Paisa per MT per KM:

FORMULA: Increase/ Decrease in 1 liter of HSD Retail Selling Price (RSP) ex-
State Capital cities (within municipal limits) of the supply point concerned inclusive
of taxes (with following clarifications)
--------------------------------------------------------------------------------------------------------------
Q x 8

Where Q represents notional capacity of a LCV and it is taken as 3 MT and 8
represent distance (8 KMs), which a LCV can run with 1 lit of HSD (loaded or
otherwise) for the purpose of calculations.

NOTE:
The retail-selling price of HSD as on the date of opening of the tender will be the
base price.
The escalation /de-escalation will be applicable on monthly basis and shall be
effective from first day of immediate next month whenever there is change in price
of HSD during a particular month . The price of HSD at Mangalore on the date of
opening of tender will form the base price for calculating escalation /de-escalation
during the tenure of entire contract period ( i.e five years )
Only the increase/ decrease in RSP of HSD at the State Capital cities (Within
Municipal Limits) of the supply point concerned shall be considered and the
escalation/ de-escalation factor shall apply for all the Locations coming under the
respective State. In case of any dispute, the decision of BPCL shall be final and
binding.
In case of Zone 1(LFDZ), the net escalation/de-escalation will be calculated after
multiplying 50 % of the distance specified in LFDZ, with above escalation-de-
escalation obtained,

i) Service Tax will be payable as applicable from time to time.
ii) Applicable Taxes like TDS etc, would be deducted from the vendor from such
monthly payment.

6. TRANSIT LOSSES:

i) The Operator(s) shall bear the loss of any of the Corporations products while in
their charge as Secondary Transporter, irrespective of the reason for such loss
except acts of God such as floods, earthquakes, and social disturbances like civil
commotions, etc. The amounts payable to the Corporation on this account shall be
calculated at the AMOUNT EQUIVALENT TO PREVAILING MRP /selling
price(invoiced value) as the case may be depending upon the package, as
applicable on the date of such loss and other incidental outgoing suffered by the
Corporation will be deducted from the Operators bills.

ii) The Operators shall operate their vehicles at their own risk entirely and the
Corporation shall in no case be held responsible for any damage done to the
vehicles while on the Corporation work or when parked in their premises.

Page 24 of 63

7. TRANSHIPMENT:

i) The Operator(s) shall undertake the movement of the product entrusted upon
him by the Corporation without transshipping. However, if the transshipment is
inevitable for any reason , the Operator(s) shall advise to the Corporation before
hand and also ensure that adequate care and precaution is taken to ensure safe
handling of the product. No additional charges will be paid by the Corporation for
transshipment.

ii) Accidents occurring during the course of Corporations work should be reported
by the Operator(s) to TM (Lubs), without delay. This should be followed by a
detailed incidence report from the Operator(s) in writing .

iii) The Operator(s) will be responsible for making necessary arrangements to
salvage the product from the vehicle which has met with an accident and to
arrange for its return to the corporations Depot as directed. Any expenses on this
account as well as the loss of product sustained will be on the Operators account.

8. PERFORMANCE OF THE OPERATOR:

If at any time during the currency of this agreement the Operator(s) fails to
transport the product as provided herein and / or fails to perform the various other
obligations specified in this agreement, the Corporation may in its discretion and
without prejudice to its other rights and remedies engage the services of the
agencies to perform the obligations and transport the products and in such an
event, the Operator(s) undertakes to reimburse the Corporation all the additional
expenses incurred by the Corporation in this connection. Failure to provide
required number of vehicles as may be demanded by TM Lubes/depot in-charge
will attract a penalty of Rs. 200/- per truck per failure apart from the debit clause
stated above.

Nothing herein contained shall prevent the Corporation from engaging any other
Contractor(s) to carry out transportation work similar to the work entrusted to the
Operator(s).

9. DETENTION CHARGES
No detention charges shall be payable by the Corporation to the Operator as
Secondary Transporter. However, all efforts will be made by the Corporation to
avoid delays at the customers' premises on its part.

10.OPERATOR(S) EMPLOYEES:

f) For the purpose of carrying out this job the Operator(s) shall employ or
engage their own personnel. Persons so employed by the Operator(s) shall
not be deemed to be in employment of BHARAT PETROLEUM CORPN.
LTD. and the supervision and control of such employees shall rest always
with the Operator(s).


Page 25 of 63
The Operator(s) shall undertake that no person working for them who is a foreigner,
shall enter into the premises declared by the Government as protected places
which shall include Bangalore Lubes C&F Depot. The Operator(s) further
undertake to strictly abide by the Defence of India Act and Rules.

ii) If however, any claim is made by any employees of the Operator(s) against the
Corporation for wages, compensation or any sum or dues, the Operator(s) agrees
to indemnify the Corporation of all such claims and to pay all the expenses which
the corporation may incur in defending any proceedings pursuant to such claims.

iii) Unauthorized driving of the Operators vehicles by his men, who do not possess
valid vehicle driving licences within or outside the Corporations premises while
handling transportation for the Corporation, shall not be permitted.

iv) The Operator(s) and his employees shall abide by the General rules and
regulations of Bharat Petroleum Co. Ltd. Like not carrying match box, wearing
identity card and uniforms given by the Operator, not to wander around in
prohibited area etc. when they are within the Corporations premises. All safety
precautions as per the Corporations rules should be observed by the Operator(s)
and his/their men within Corporations premises.

v) The Operator(s) will indemnify the Corporation against the consequences arising
out of their or their workmens / servants / agents default or negligence or violation
or non-adherence to Municipal/State/Central Acts relating to the carriage of goods.
Should the Corporation be held liable for any loss, damage or compensation to
their parties arising in relation to the transport operation under this agreement such
loss, damage or compensation shall be reimbursed by the Operator(s). The
Operator(s) shall observe and comply with the requirements of the Minimum
Wages Act, the ESI act and all other Industrial / Labour legislation for the time
being in force or may later be brought into force governing the relationship between
the employer and employees and also undertake to hold the Corporation
indemnified against all claims, payments, losses, that Corporation may have to
make or suffer on account thereof. The Operator(s) shall whenever required by the
Corporation or Government official authorized under law, produce for inspection all
forms, registers and other papers required to be maintained under the various
statutes.

vi) The Operator(s) will accept liability for payment of compensation in accordance
with the provision of the Workmen compensation Act 1923, read with the ESI Act
1948, or amendments thereafter for personal injury caused to any workmen by
accident arising out of and in the course of his employment by the Operator(s) in
the discharge of the Operator(s) obligations under the agreement. The Operator(s)
will indemnify the corporation and keep indemnified from all payments by way of
compensation or otherwise which the Corporation may be called upon to make
under the provisions of the said act to any such workmen as aforesaid and any
expenses incurred by the Corporation in connection with any claim preferred by
such workmen and/or against all actions, claims, and demands, whatsoever in
respect of any loss, injury or damages whatsoever to any third party, person
caused by the Operator(s) their workmen, servants and agents.


Page 26 of 63
vii) The Operator(s) shall not engage any child or bonded labour for handling his
work in connection with this contract or contravene any of the Government rules
and regulation in this regard.

viii) The Operator(s) should ensure that no person in the vehicle should smoke and
no fire or other ingredients of ignition should be permitted in the vicinity of the
vehicle. The vehicle engaged for transportation of lubricants shall not carry any
persons other than the crew along with the load.

11. DAMAGES TO CORPORATIONS PROPERTY/EMPLOYEE :
The Operator(s) shall remain at all time liable to the Corporation for any loss or
damage caused to any building, plant, machinery or the property of the Corporation
due to careless, negligent, inexperienced act or default of the Operator(s), his/their
agents, representatives or employees, the Corporation shall be the sole judge as
regards the quantum of loss or damage and it shall be entitled to deduct from the
amounts payable hereunder to the Operator(s) the cost repairs of the amount of
loss or damages.

The Operator(s) will be liable for any loss, any injury to Corporations employee
due to careless, negligent, inexperienced act or default of the Operator(s), his/their
agents, representative or employees.

12. INSURANCE OF TRANSPORT VEHICLES
The Operator(s) shall ensure that the vehicles used for the transportation of the
product under this agreement are covered by 3
rd
Party insurance policy. Under no
circumstances shall the Corporation be liable to compensate them for any loss or
damage that may be caused to the vehicles and/or product while engaged in the
work under this agreement.

13. SUSPENSION OF CREW OF DEFAULTING VEHICLES
The Operator shall be responsible / accountable to suspend his LCV crew indulged
in any acts not conducive to the interest of the Corporation such as misbehavior,
dishonesty, disobedience, pilferage etc. He should immediately suspend such crew
involved and in all such cases no compensation will be paid to the Operator(s).









ANNEXURE F


Page 27 of 63

Common Terms and conditions for C&F Operator and Secondary
Transporter:

1. The Warehouse shall be used exclusively for stocking BPCLs products, Sales
Promotion (SP) items and official records of BPCL. It shall not be used for any
other purpose. BPCL shall have absolute rights to stock any product at the
warehouse and also take out or transfer any stocks for any reason like those found
slow moving, non-moving or contaminated.

2. Duration of the agreement shall be Five years from . (Initially
for the period of three years and extendable for another two years). However, this
agreement can be terminated by BPCL by giving the Operator one months written
notice without assigning any reasons and without liability to pay any compensation.

3. The Operator shall keep the warehouse open on all days of the week except
nominated weekly holiday of BPCL. The Warehouse will be normally kept open
between 0900 Hrs to 1730 hrs with maximum 30 minutes lunch breaks. Subject to
exigencies of work and statutory rules permitting, the warehouse will be kept open
even beyond above time / days particularly for receiving the product and for
executing urgent supplies without any additional charges thereof.

4. BPCL shall have the right of appointing any additional C&F Operator (s) or
dealer (s) or distributor (s) or making direct supplies to its dealers, distributor,
consumer etc. even in the area of operation of the Operator without being liable to
pay any compensation or charges to the C&F Operator on such activities.

5. The obligations of BPCL shall include

Arranging inward supply of the products
To provide blank pre-printed stationery i.e. invoices and
suitable mode of connectivity to BPCLs ERP system

6. BPCL reserves the right to terminate the contract by giving one months notice
and in such an event, the Operator shall be bound to hand over BPCLs products,
records, stationery, and other facilities back to BPCL as per time frame fixed by TM
Lubes. However BPCL also reserves the right to terminate the contract without
any notice to that effect, in the event of any conduct by C&F Operator which is
contrary to the interest / policies of BPCL or in the following circumstances:

a) If the Operator is found negligent or incapable of carrying out the work
contemplated in this agreement.

b) If the Operator is found guilty of breach of any of the covenants, conditions and
stipulation on his part contained in this Agreement.

c) If the Operator will commit or suffer to commit any act which , in the opinion of
Regional Manager (Lubes) of BPCL by whatever name called, is in violation of any
of the condition contained in this Agreement or is prejudicial to the interest or good
will of BPCL or their products or brand.


Page 28 of 63
d) If the C&F operators firm, its' proprietor or any partner is adjudicated insolvent
or become bankrupt or goes into liquidation whether voluntary or otherwise.

e) If attachment in execution of a decree is passed against the C&F, its proprietor
or any of its' partners.

f) If road permits or statutory licenses / permissions granted to C&F firm or any
statutory authorities licences are cancelled or revoked.

g) If any of the information submitted by the C&F operator in the tender is found
incorrect at any time.

h) Breach of any of the terms or conditions of this Agreement by the C&F.

i) If the C&F operator causes disruption in supply of packed lubricants products.
The decision of Company will be final and binding on the C&F.

j) On the death or retirement of proprietor or any of the partners of the C&F firm.
However, in case, Company does not exercise this option, the Agreement shall
continue as between the Company and surviving / continuing partners of the
Carrier. The legal representatives of the deceased partner or the retiring partner
himself shall be liable for all the obligation of the carrier incurred up to the date of
death or retirement but shall not be entitled to claim from the company any portion
of Security Deposit. Company shall account for Security Deposit to the surviving or
continuing partners. The death or retirement of any partners shall be notified by the
Carriers to the Company in writing within 24 hours of such death or retirement.

k) If the C&F operator or its employees commits any unsafe act such as rash
driving, accident, non adherence to safety guidelines and not using
safety/protective equipments etc. within or outside BPCL premises.

l) If the C&F operator, its proprietor or any partners or his employees misbehaves
(abuse/ threat/ assault/ manhandles) with the consumers/Dealers or with the
employee of the BPCL.

7. Upon termination of this Agreement for any reason whatsoever, the Operator
will cease to have any right to continue as Operator of BPCL and will promptly
hand over BPCLs properties, stocks, records, stationery, etc to TM (Lubes), BPCL.
Further, account shall be drawn up and balance payment if any, after accounting
for damages / contaminated stocks etc. would be paid to the C&F Operator within
fifteen days.

Liquidated damages of Rs. 5000/- (Rupees five thousand) per day shall be payable
by the Operator to BPCL in case of delays in completing handing over of all
documents / products / assets beyond the time frame stipulated by TM Lubes.

8. All notices to be sent by either party to the other shall be deemed to be duly
communicated if delivered to the other party against acknowledgement at its
address referred to in the title of this agreement or sent by Registered A.D.


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9. C&F operator will be reimbursed the cost of power as consumed for depot
operations. In case of power failure, C&F operator should provide the power supply
by DG set of 3 KVA capacity at his own cost and ensure that the depot operations
are not disturbed during the power failures




We confirm having read, understood and agree to comply above.


SIGNATURE : ______________________ DATE: _______________________

NAME :______________________

FIRMS/ NAME : ______________________
ADDRESS : ____________ ___________
_______________________
_______________________
_______________________



RUBBERSTAMP OF THE FIRM


















Page 30 of 63

ANNEXURE- G

LUBES CLEARING AND FORWARDING AGREEMENT

THIS AGREEMENT made on this day of between
Bharat Petroleum Corp. Ltd., a Company incorporated under Indian Companies
Act, 1913 having its registered office at Bharat Bhavan, Currimbhoy Road, Ballard
Estate, Mumbai-400 001 (hereinafter called BPCL which expression shall unless
repugnant to the context include its successors and assigns) of the One Part
AND

Mr.________& Mr.__________carrying on business as in the name and style of
M/s____________________ having its office at ______________________
hereinafter called C&F Operator, which expression shall unless repugnant to the
context include heirs, executors, administrators and assigns of the respective
partners ) of the Other Part.

Whereas BPCL is engaged in the business of refining crude oil and marketing
petroleum products throughout India, for better distribution and sale of some of
their products like Lubricants, oils and greases at Bangalore Lubes C&F Depot,
Bangalore in state of Karnataka, BPCL was interested in engaging a party as an
Operator for handling such lubricants oils and greases of BPCL at its warehouse
and deliver them to various BPCLs depots / customers as directed by BPCL from
time to time and also maintain proper records and do other allied activities.

And Whereas the C&F Operator herein was willing to be so appointed and
accordingly parties herein negotiated the terms and conditions hereinafter recorded
and NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY
AND BETWEEN THE PARTIES AS FOLLOWS :-

The C&F Operator shall operate in a site admeasuring approx. 630 sq. meter, in
which Closed Godown measures 380 sq.meter at Mangalore Lubes C&F Depot
for storage of lubricants, oils and greases (hereinafter called The Products). The
said warehouse is fully owned/on leased with BPCL.

The warehouse shall have adequate drinking water, power (from Electricity Board),
toilet facilities, truck loading / unloading platform, and truck parking area outside
the site.

The Operator will be reimbursed the cost of power as consumed for depot
operations on monthly basis . In case of power failure, C&F operator should
provide the power supply by DG set at his own cost and ensure that the depot
operations are not disturbed during the power failures






Page 31 of 63
1. During the currency of this agreement , the C&F Operator shall
a) Keep the said warehouse and its surroundings in neat, clean and in good
condition to the satisfaction of BPCL
b) Shall not alter or modify or shift the said warehouse except with prior written
consent of BPCL.
c) shall not sub-let the facilities (full or part) under any Circumstances.
d) shall arrange to put up appropriate sign board provided by BPCL on the said
warehouse with good visibility with in a week from the commencement of the
contract.

2. C&F Operator shall personally arrange for supervising the operations and
activities at the warehouse and provide minimum manpower and infrastructure as
per Schedule A & B respectively. The C&F operator shall provide round the clock
security. The Operator shall not employ child labour. All salaries, overtime,
statutory payment etc. would be borne exclusively by the C&F Operator and shall
comply with all statutory rules and regulations and applicable laws like ESI,
Minimum Wages, Workmen Compensation Act, Provident Fund etc. in this regard.
The C&F Operator shall keep BPCL indemnified against any claim or liability on
account of any dues to his staff or arising out of non compliance of any such laws
or rules. The C&F Operator or his staff shall not be under employment of BPCL.

3. The Operator shall provide secondary transportation vehicle for Lubricant
supplies to various Customers / Dealers / Distributors etc. ex C&F. The Operator
shall provide vehicles of varying capacities depending on Demand from time to
time. The Operator will have to carryout branding of at least one secondary
transport vehicle with our MAK Lubricants Portfolio as per design given by BPCL.
This particular vehicle should be of closed container type.

4. The Operator shall bear all operating expenses towards telephone 2 nos,
internet, stationery, computers, printers, UPS, and any other administrative
expenses. Refer schedule B for details. BPCL shall provide only the printed
stationery i.e. invoices.

5. BPCL shall make following monthly payments to the Operator

a. An amount as agreed during the negotiation / award of contract (Rs. per MT) as
per letter of intent issued by BPCL. The rate of Rs per MT was agreed for
Sales volumes (invoiced/billed quantities) and Rs per MT was agreed for
Stock Transfer volumes i.e only for the stocks dispatched from Mangalore Lubes
C&F Depot to other company depots during award of contract. These rates would
be all inclusive covering all duties / responsibilities of C&F Operator as detailed in
the Tender Document, on Telephones (2 nos.), Internet Connection, courier
charges and other miscellaneous charges etc. as mentioned in General Terms and
conditions. (Inward movement of product from our Main Plant/our other depots
to Mangalore Lubes C&F Depot should not be considered as Stock Transfer
Volume). No charges other than the above two agreed rates shall be payable by
BPCL in regard to C&F Operations.

Payment would be made against bills to be raised by the Operator on monthly
basis after deducting for any stock loss and any other claims of BPCL. Operator
shall submit the monthly stock statement duly certified by BPCL official together

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with bill before 10th of every month for the previous month. Monthly payment shall
be paid by BPCL within ten days from the date of receipt of bill after due
verification. Failing to submit the bill before the above date shall attract a show
cause notice besides Rs.100/- penalty per day. However the last date of submitting
the bill will not be beyond 15th of the month. If the C&F Operator receives three
such show causes in a year and does not give satisfactory reply within 15 days
then BPCL may terminate the above contract after giving one month notice.

b. Secondary Transportation payment is made on one way basis and will be
based on the following:

I. Ist Zone (LFDZ) - supplies up to 40 Km radius from Mangalore C&F Lubes
Depot. The transportation payment is on fixed rate basis i.e Rs/MT (gross SKU
weight) irrespective of the distance within fixed 40 Kms from the Depot.

II. 2nd Zone supplies beyond LFDZ KM i.e from Mangalore C&F Lubes Depot is
based on Rs./MT/KM (Gross SKU weight). It will be paid in two parts i.e lube
fixed distance rate upto LFDZ KM on Rs. /MT basis plus on Rs./MT/KM basis for
the actual one way distance beyond LFDZ KM

III. Secondary transportation payment will be made on one way distance basis
based on distance between Depot and Dealer / Customer. In cases where vehicle
is loaded with products of more than one dealer / customer and multiple deliveries
have been made, the MT & KM for each dealer / customer would be picked up
from the respective Invoice.

IV: Escalation / De escalation for Secondary Transportation
FORMULA FOR WORKING OUT ESCALATION/ DE-ESCALATION IN
TRANSPORTATION RATES ON ACCOUNT OF INCREASE/ DECREASE IN
RETAIL SELLING PRICE OF HSD.

Increase/ decrease in the transportation rate in Paisa per MT per KM: FORMULA:

Increase/ Decrease in 1 liter of HSD Retail Selling Price (RSP) ex-State Capital
cities (within municipal limits) of the supply point concerned inclusive of taxes (with
following clarifications)
Q x 8
Where Q represents notional capacity of a LCV and it is taken as 3 MT and 8
represent distance (8 KMs), which a LCV can run with 1 lit of HSD (loaded or
otherwise) for the purpose of calculations.

NOTE:

The retail-selling price of HSD as on the date of opening of the tender will be the
base price.
The escalation /de-escalation will be applicable on monthly basis and shall be
effective from first day of immediate next month whenever there is change in price
of HSD during a particular month . The price of HSD at Mangalore on the date of
opening of tender will form the base price for calculating escalation /de-escalation
during the tenure of entire contract period ( i.e five years )

Page 33 of 63

Only the increase/ decrease in RSP of HSD at the State Capital cities (Within
Municipal Limits) of the supply point concerned shall be considered and the
escalation/ de-escalation factor shall apply for all the Locations coming under the
respective State. In case of any dispute, the decision of BPCL shall be final and
binding.
In case of Zone 1, the net escalation/de-escalation will be calculated after
multiplying 40 KMs with above escalation-de-escalation obtained,

i) Service Tax will be payable as applicable from time to time.
ii) Taxes as applicable would be deducted from such monthly payment
iii) Rates will be applicable as per Schedule C

6. Operator will be fully responsible for safe keeping of the products from the time
and date of Receipt at the warehouse and any loss or damage for any reason like
pilferage, shortage, theft, accident, contamination, wrong loadings etc, after receipt
at the warehouse would be debited to the Operator at AMOUNT EQUIVALENT TO
PREVAILING MRP/DEALER BILLING PRICE AS APPLICABLE and recovered
from monthly bills of the Operator. In case, the said amount of damage exceeds
the bill amount in any month, Operator shall forthwith pay the same within 7 days
of receiving a demand from BPCL. Apart from Lubricant Products, loss or damage
to any assets of BPCL inside the warehouse / warehouse shall also be deducted
from such monthly bills. In case there is gain in certain product/package, which
could be possible due to wrong loading, and after BPCL officials satisfy themselves
that there are no claims from any of the customer then the nett off loss will be
booked to the Operator on the basis of Prevailing MRP for loss and Depot Billing
Price for the gain. Apart from Lubricant Products, loss or damage to any assets of
BPCL inside the warehouse / warehouse shall also be deducted from such monthly
bills.

In case of Bulk lubricants, the net loss in excess of 0.05% will be recovered from
the operator every quarter at the prevailing dealer billing price at the depot.

In the event of claim under Insurance Policy by BPCL the Operator shall provide all
necessary assistance in regard to liaison with the Insurance Company for filing of
the claim and completing all the formalities.

7. Operator shall provide secondary transportation vehicle for Lubricant supplies
to various customers / Dealers / Distributors etc. ex C&F. Operator shall provide
vehicles of varying capacities depending on Demand from time to time. The
operator would have to carry out branding of at least one secondary vehicle with
our Lubricants Portfolio as per design given by BPCL. This particular vehicle
should be of covered container type.

8. For carrying out the activities, the obligations of the C&F Operator shall include:

a) Provide and maintain infrastructure as per schedule B. The specification for PC
Desktop Computers is Pentium IV with minimum 1GB RAM / Windows XP OS /
17 color monitor, dot matrix Printers (132 column), DeskJet color printer, UPS of
500 VA capacity and DG set of suitable capacity. The Operator shall upgrade

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the equipment so as to be compatible with BPCL system requirement which may
change from time to time.

b) To provide and maintain AC, furniture such as tables, chairs, cup boards office
records, stationery, Sales Promotion Activities (SPA) items etc as advised by
Territory Manager ( Lubes) from time to time. Details as per Schedule B.

c) Receiving the product which would normally by Road Transport and checking
the products for their correctness with the Stock Transfer Invoice, and stocking
them in the depot as per the laid down norms of the Corporation and also
completing required transactions in SAP on day to day basis.

d) Arranging loading of the product at C&F site and unloading at customers
premises shall be on operators own cost.

e) Carrying out as many loading / unloading of the product on a day as required at
own cost.

f) Endorsing any defective/non receipt of the packages etc from Primary
Transporter, as per the document, as shortage on the transporter challan after
advising BPCL Officer and keeping a record of the same in a register which shall
be countersigned by BPCL Officer Booking of the loss to the primary transporter
should be as per the prevailing Primary Transport Agreement. Any other loss to
be booked also should be only with the written permission of TM(Lubes).

g) Carrying out samples checks etc. as per BPCL Guidelines.

h) Day to day Liaison with Supplying Location for replenishment of stocks.

i) Arranging delivery of product to BPCLs depots / customers as per laid down
procedure of BPCL.

j) Preparing necessary Invoices of BPCL in SAP system for the supplies/receipts
as per the lubes depot operating manual. (Sales and or Stock Transfer). Under
no circumstances any material should come in or go out without prescribed
computerized BPCL documents. Proper entry of incoming and outgoing of
material should be maintained as per the guidelines.

k) Any DD/Cheque received by the Operator from Customers/BPCL Officials
towards sale of the products to be deposited within 24 hrs of the receipt of the
same after completion of due transactions in SAP. Failing to do so BPCL shall
reserve the right to charge an interest at 18% p.a after completion of the 24 hrs
from the receipt of the same till the instruments are lodged in the Bank.

k) Organise required number of vehicles so as to ensure that all invoiced
material should leave the depot on the day of preparing invoice. No material to
be kept in the depot after invoicing under any circumstances.

l) Allowing officials of BPCL free and unfettered access to the warehouse /
records for inspections at all times.


Page 35 of 63
m) Preparing all documents and reports like invoices, bank deposits slips etc, as
per BPCL Guidelines. The Reports would be submitted to BPCL in both hard and
soft copies, if required by BPCL.

n) Bulking of leaky products in different empty barrels so that further loss can be
avoided.

o) Carry out all Excise documentation as per the prevailing Central Excise Act
and ensure proper documentation so as to comply with the rules as amended
from time to time.

p) Carrying out all stock/sales/financial accounting in ERP system and related
activities like sales tax, Central excise formalities etc as applicable.

q) Liaison with the supply points / depots / Territory Office for Lubes receipts /
dispatches and connected supply activities.

r) Ensure all safety norms of BPCL are followed at the Operators cost.

s) There should be nil in transit stock for the products already received in the
depot. However, there should be weekly reconciliation in case of any specific in
transit stock. They should take up with supply location/TM (Lubes-Indl) and
resolve such issues within 30 days.

t) Correspondence / contact with other depots / supply location as per the
requirement.

u) Maintain proper security for the products and other assets on round the clock
basis at his own cost.

v) Maintain proper housekeeping on day to day basis.

w) Ensuring monthly stock check activities along with BPCL Official are
completed as per the agreement on the first working day of each month along with
postings in SAP system as per laid down procedure. Any loss/gain should be
analysed and corrective action to be taken under advise to TM lubes. In addition
to this, BPCL official is authorized to check the stock at any day at any time.

x) The Operator shall provide and maintain the required number of fire
extinguishers ( both DCP & CO2 type as required/as per OISD norms for the area
as mentioned) , at his own cost, in working condition at all times and also should
ensure periodic check up and up keeping. The Operator shall also provide PPEs
such as hand gloves / safety shoes and Safety helmets etc to his employees.
Safety helmet and gloves as per IS 2925 specifications to be provided. Operator to
provide uniforms to his authorized staff with Photo ID Card duly signed by TM
(Lubes) . The operator to ensure that his employees use PPEs during the loading /
unloading / stacking and all other handling activities.

y) While operating the warehouse, all the liasoning work with statutory authorities
(Central Excise, Sales Tax, Labour Commissioner, etc) shall be carried out by the
Operator. The operator should also assist BPCL, from time to time, for

Page 36 of 63
registering itself with the central excise for trading duty paid products and also for
issuing cenvatable invoices.

z) For any financial liability imposed on BPCL by Central Excise or any other
authorities due to non-compliance of rules and regulations by the Operator, the
said amount will be recovered from monthly bills/ security deposit of Operator. If
the amount exceeds the security deposit, balance amount to be paid by Operator
within 7 days from the date of such claim from BPCL.

aa) The Operator shall maintain following warehousing guidelines :

I. The Operator shall strictly follow First In First Out system while making supplies
and managing warehouse,
II. Barrels should be stored in 3O clock 9O clock position (in case of horizontal
stacking).
III. Each grade / pack of product to be stored / stacked separately in line with
BPCLs guidelines.


In addition the Operator shall also fulfill the following requirement:

a. Liaison with bank for deposit of instruments, reconciliation of lodging of
instruments vis a vis instrument, collection of dishonored instrument, if any, etc and
providing timely information to TM (Lubes), Regional Finance, Lubes South. Due
acknowledgements to be taken from Bank for the deposit of instruments and
weekly reconciliation of accounts for the payments received from the customers
and invoices generated and any delay in receipt of payments from customers
beyond 30 days should be brought to the notice of the TM lubes in writing and
follow up with the customers.

b. The Operator shall register himself with Central Excise for the purpose of service
tax and pay service tax as per rules from time to time. Operator to submit proof of
payment of Service Tax to the respective Territory Manager, for seeking
reimbursement of the same.

c. Any discounts/credit to the customers given by the Operator shall be based on
written authorization from respective TM (Lubes). If it is found that the C&F
Operator has extended unauthorized credits / discounts or unauthorized shipment
of products out of the warehouse, the value of such discount, cost of credit shall be
recovered along with 150% of the value of such discounts and/or cost of credit.

d. It should be the endeavor of the Operator to handle maximum number of trucks
on daily basis so as to increase the throughput. In case trucks are detained beyond
24 hours from the reporting time by the Operator for any reasons or due to inability
of Operator to unload the product, BPCL shall recover such detention charges
payable to the transporter, if any , from the Operator. For making the recovery, the
timings considered for reporting of trucks shall be the actual reporting time of the
truck . The operator should pay the Octroi/entry taxes, if any, and claim the same
with the monthly bill against production of proper official receipts in original.


Page 37 of 63
e.The Operator shall maintain day to day records in good condition by binding
them on monthly basis at his cost.

f. Within fifteen days from the date of letter of Intent, the C&F Operator shall furnish
BPCL a security deposit by way of bank guarantee of Rs.20 Lacs (Rs. Twenty Lacs
only) issued by a scheduled bank as per BPCL format which will remain with BPCL
for the full period of the contract and an additional six months (validity of BG will be
contract period plus Six months). It shall be lawful for BPCL to adjust the bank
guarantee amount against all pending or future dues and also to appropriate the
entire bank guarantee or any part thereof against losses, damages, or expenses
arising out of the C&F Operators failure or negligence to observe any terms and
conditions of this contract. This is without prejudice to other remedies available to
BPCL.

g. Whenever there is price revision in respect of small packs of lubricants (other
than barrels) the operator should declare the stocks in writing and duly signed to
the respective TM (Lubes) /concerned authority .Operator should exhaust the
old MRP products and only after exhausting the old MRP products should
bill/dispatch the new MRP products. Discounts on old MRP products will be as
per companys policy and as advised by the respective TM (Lubes) in writing.

h. To provide wooden pallets / runners for proper stacking of barrels and packages.
In case of non provision of adequate no. of pallets and runners, the cost of the
containers getting damaged will be debited to the operator and over and above that
5% of the monthly bill amount will be levied as penalty.

i. Operator will have to arrange to perform for following responsibilities also


9. VEHICLES FOR THE TRANSPORTATION :

i) The Operator shall transport packed lubricants in vehicle owned /attached to
them having pay load as required by BPCL and having valid permits /
licences.
ii) The vehicles will be maintained by the Operators in sound mechanical
condition at all times.
iii) The vehicles will have adequate staff provided by the Operator for efficient
operation.
iv) The Operator shall immediately provide the registration number. and xerox
copy of RC Book and all other particulars of ownership in respect of the
vehicles of the Operator(s) which will be operated for the purpose of the
Corporation under agreement and shall not undertake any changes in respect
there of without obtaining prior written consent from the Corporation.
v) Operators shall ensure that the vehicles provided for the transportation of
packed lubricants shall conform to the rules regarding transportation of the
petroleum products and the provision of Petroleum Act 1976 or any
amendment of re-enactment thereof from time to time and rules and orders
frame thereunder.
vi) Only sound vehicles which are in efficient working condition and conforming
to Motor Vehicle Act (including the crew if required under the act) as

Page 38 of 63
applicable from time to time shall be deployed by the Operator(s) for packed
lubricants transportation.



10. REPLACEMENT /REMOVAL OF VEHICLES :

The Operator(s) shall be liable in respect of matters given herein under:

i) The contracted vehicle(s) will be made available at all times in roadworthy
condition so as to give uninterrupted service to the company and will be used for
transporting the Companys products to places nominated by the Company.
Should the Operator(s) fails to provide the contracted vehicle on any working day,
the Corporation shall be liberty to make suitable alternate arrangement for the
transport of their products. All expenditure as also damages/losses incurred by the
Corporation in its trade as a result of the breakdown of the Operators transport
arrangement will be deducted from the amounts payable to the Operators, such
damages/losses being determined at Corporation's sole discretion, provided that
the Operators shall not be responsible for any failure to perform or fulfill any term of
this agreement if such performance/fulfillment has been delayed, hindered or
prevented by any other national, local or other authority or anybody or a person
purporting to be or to be acting for such authority.

ii) Under no circumstances, the Operator shall keep any of his vehicles out of
operation for a period of more than 15 days unless otherwise permitted in writing
by the Corporation. Should the Corporation require a replacement for this period,
the same shall be arranged by the Operator immediately. In case the Operator(s)
fail to provide vehicles, as agreed, on any reason whatsoever, the Corporation at
its sole discretion will be entitled to claim liquidated damages of Rs. 200/- (Rs. Two
Hundred Only) per day per vehicle and the Operator(s) shall be liable to pay the
same within 30 days from the demand without any demur. The Corporation shall
have this right under this agreement or in law.

11. CARRIAGE OF GOODS/OPERATION OF VEHICLES:

i) Depending upon the Corporations requirements, the Operator(s) shall make
multipoint deliveries in a single trip by any of the trucks contracted to the
Corporation.

ii) The Operator(s) shall obtain at his/their cost, all necessary route permits for
plying the vehicles within the State or Inter-State routes for the transportation of the
product. The Operator(s) shall pay the applicable Octroi charges at destinations
and Company shall reimburse these amounts at actuals to the Operator(s) on
production of the payment receipts there of every fortnight Toll/entry charges will
not be reimbursed by the Corporation to the Operator(s).

iii) The Corporation does not undertake any responsibility or make any commitment
to provide the Operator(s) or his employee with facilities such as Office
accommodation, canteen, tea, etc.


Page 39 of 63
iv) The Operator(s) shall bear and pay the entire operational cost of the vehicles for
transportation of the product which shall include, inter-alia, the following:

Salary and other emoluments for the crew and labour used for loading/unloading
of lubricants.
Cost of fuels and lubricating oil required for the operation of the vehicle.
Maintenance and repairs cost of the vehicles.
Licences, Permits, Road Tax, Transit Insurance for the product etc.
All idling charges, loss or delay in transport transit road stoppages, delay in time
consumed in loading or unloading lubricants or for any other reasons.
Loading from C&F and unloading at the dealers/customers premises shall be
done by Operator.

v) Unauthorized parking of Operator(s) vehicles within Corporation premises shall
not be permitted.

vi) Loading of lubricants will be done by the Operator(s) strictly in accordance with
the instructions given to the Operator(s) by the Corporation representative. The
Operator(s) will be responsible for the loading and unloading of vehicles.

vii) Only the staff attached to the contracted vehicles or representatives nominated
by the Operator(s) shall be allowed entry inside the Corporations premises.

viii) The Operator(s) shall be solely responsible for the safe custody of the products
once these are received at Warehouse and acknowledged by the Operator.

ix) It will be the Operator(s) responsibility to:

a. Provide required vehicles every day morning at C&F for loading. Ensure the
safe and correct delivery of products to the consignee specified.

b. Operator should ensure that product is delivered at destination in the same
condition as to quality as and when the Operator(s) take delivery from C&F and
that there is no substitution of product by another when it is in the Operators
custody. Any infringement of the above will be deemed as unlawful and the
Corporation will hold the Operators legally responsible for the same. The
Corporation also reserves the right in such an event, to forthwith terminate the
contract and/ or to impose such penalties on the Operators as the Corporation may
deem fit.

12. TRANSIT LOSSES:

a) The Operator(s) shall bear the loss of any of the Corporations products while in
their charge, irrespective of the reason for such loss excepts acts of God, strikes,
civil commotions, etc. The amounts payable to the Corporation on this account
shall be calculated at the prevailing rate as as applicable on the date of such loss
and other incidental outgoing suffered by the Corporation will be deducted from the
Operators bills.


Page 40 of 63
b) The Operators shall operate their vehicles at their own risk entirely and the
Corporation shall in no case be held responsible for any damage done to the
vehicles while on the Corporation work or when parked in their premises.



13. TRANSHIPMENT:

The Operator(s) shall undertake the movement of the product entrusted to him by
the Corporation without transshipping. However, if the transshipment is inevitable,
the Operator(s) shall advise to the Corporation before hand and take written
permission from the concerned TM and also ensure that adequate care and
precaution is taken for safe handling of the product. No additional charges will be
paid by the Corporation for transhipment.

Accidents occurring during the course of Corporations work should be reported by
the Operators to TM (Lubes) immediately. This should be followed by a detailed
written report from the Operator(s) enclosing FIR, surveyors report, if any,
photographs of the accident site and details of loss if any.

The Operator(s) will be responsible for making necessary arrangements to salvage
the product from the vehicle which has met with an accident and to arrange for its
return to the corporations Depot as directed. Any expenses on this account as
well as the loss of product sustained will be on the Operators account.

14. PERFORMANCE OF THE OPERATOR:

a) If at any time during the currency of this agreement the Operator(s) fails to
transport the product as provided herein and / or fails to perform the various other
obligations specified in this agreement, the Corporation may in its discretion and
without prejudice to its other rights and remedies engage the services of the
agencies to perform the obligations and transport the products and in such an
event, the Operator(s) undertakes to reimburse the Corporation all the additional
expenses incurred by the Corporation in this connection. Failure to provide
required number of vehicles as may be demanded by our BPCL officials will attract
a penalty of Rs. 200/= per truck per failure apart from the debit clause stated above.

In case the performance as reviewed by the concerned TM is found to be not
satisfactory, the corporation may take action as deem fit including termination of
contract and blacklisting to participate in future BPCL C&Fs tenders for a period of
five years.

b) Nothing herein contained shall prevent the Corporation from engaging any other
Contractor(s) to carry out transportation work similar to the work entrusted to the
Operator(s).


c) DETENTION CHARGES:
No detention charges shall be payable by the Corporation to the Operator(s).
However, all efforts will be made by the Corporation to avoid delays on its part.

Page 41 of 63

15. OPERATOR(S) EMPLOYEES:

a) For the purpose of carrying out this job the Operator(s) shall employ or engage
their own personnel. Persons so employed by the Operator(s) shall not be
deemed to be in employment of BHARAT PETROLEUM CORPN. LTD. and the
supervision and control of such employees shall rest always with the Operator(s).

b) The Operator(s) shall undertake that no person working for them is a foreigner
and shall not allow the foreigner to enter into the premises declared by the
Government as protected places which shall include Bangalore Lubes C&F Depot.
The Operator(s) further undertake to strictly abide by the Defence of India Act and
Rules.

c) If however, any claim is made by any employees of the Operator(s) against the
Corporation for wages, compensation or any sum or dues, the Operator(s) agrees
to indemnify the Corporation of all such claims and to pay all the expenses which
the corporation may incur in defending any proceedings pursuant to such claims.

d) Unauthorized driving of the Operators vehicles by his men, who do not possess
valid vehicle driving licences within or outside the Corporations premises while
handling transportation for the Corporation shall not be permitted.

e) The Operator(s) and his men shall abide by the rules and regulations of Bharat
Petroleum Corpn. Ltd. when they are within the Corporations premises. All safety
precautions as per the Corporations rules should be observed by the Operator(s)
and his/their men within Corporations premises.

f) The Operator(s) will indemnify the Corporation against the consequences arising
out of their or their workmens / servants / agents default or negligence or violation
or non-adherence to Municipal/State/Central Acts relating to the carriage of goods.
Should the Corporation be held liable for any loss, damage or compensation to
their parties arising in relation to the transport operation under this agreement such
loss, damage or compensation shall be reimbursed by the Operator(s). The
Operator(s) shall observe and comply with the requirements of the Minimum
Wages Act, the ESI act and all other Industrial / Labour legislation for the time
being in force or may later be brought into force governing the relationship between
the employer and employees and also undertake to hold the Corporation
indemnified against all claims, payments, losses, that Corporation may have to
make or suffer on account thereof. The Operator(s) shall whenever required by the
Corporation or Government official authorized under law, produce for inspection all
forms, registers and other papers required to be maintained under the various
statutes. The Operator(s) will accept liability for payment of compensation in
accordance with the provision of the Workmen compensation Act 1923, read with
the ESI Act 1948, or amendments thereafter for personal injury caused to any
workmen by accident arising out of and in the course of his employment by the
Operator(s) in the discharge of the Operator(s) obligations under the agreement.
The Operator(s) will indemnify the corporation and keep indemnified from all
payments by way of compensation or otherwise which the Corporation may be
called upon to make under the provisions of the said act to any such workmen as

Page 42 of 63
aforesaid and any expenses incurred by the Corporation in connection with any
claim preferred by such workmen and/or against all actions, claims, and demands,
whatsoever in respect of any loss, injury or damages whatsoever to any third party,
person caused by the Operator(s), their workmen, servants and agents.

g) The Operator(s) shall not engage any child or bonded labour for handling his
work in connection with this contract or contravene any of the Government rules
and regulation in this regard.

h) The Operator(s) should ensure that no person in the vehicle should smoke and
no fire or other ingredients of ignition should be permitted in the vicinity of the
vehicle. The vehicle engaged for transportation of lubricants shall not carry any
persons other than the crew along with the load.

16. DAMAGES TO CORPORATIONS PROPERTY/ EMPLOYEE :
a) The Operator(s) shall remain at all time liable to the Corporation for any loss or
damage caused to any building, plant, machinery or the property of the Corporation
due to careless, negligent, inexperienced act or default of the Operator(s), his/their
agents, representatives or employees, the Corporation shall be the sole judge as
regards the quantum of loss or damage and it shall be entitled to deduct from the
amounts payable hereunder to the Operator(s) the cost of repairs, and or the
amount of loss or damages.

b) The Operator(s) will be liable for any loss, any injury to Corporations employee
due to careless, negligent, inexperienced act or default of the Operator(s), his/their
agents, representative or employees.

17. INSURANCE OF TRANSPORT VEHICLES:
The Operator(s) shall ensure that the vehicles used for the transportation of the
product under this agreement are covered by insurance policy. Under no
circumstances shall the Corporation be liable to compensate them for any loss or
damage that may be caused to the vehicles and/or product while engaged in the
work under this agreement.

18. SUSPENSION OF CREW OF DEFAULTING VEHICLES:
The Operator shall be responsible/accountable to suspend his LCV crew indulged
in any acts not conducive to the interest of the Corporation such as misbehavior,
dishonesty, disobedience, pilferage etc. He should immediately suspend such crew
involved and in all such cases no compensation will be paid to the Operator(s).

19. THE OBLIGATIONS OF BPCL shall include
a) Arranging inward supply of the products from its plant or depots.
b) To provide blank pre-printed stationery i.e. invoices and suitable mode of
connectivity ERP system of BPCL.

20. The Operator shall be bound to adhere to all the laid down procedures of BPCL
regarding operation of the C&F like product supply, maintenance and submission

Page 43 of 63
of the stock accounts and Central excise and sales tax documentation and
formalities. All cheques, DDs received during the day will be deposited by the
Operator in BPCLs nominated account next day. Responsibility of collecting
cheques from the credit customers and handing over to the Operator for depositing
in BPCL bank account would be that of BPCL staff. Any direct sale from the depot
to any dealer / customer can be made by the Operator only after receiving
necessary advice from BPCL in writing including billing rates / payment terms etc.
Any loss to the Corporation due to delay in depositing the bank instruments in the
bank within the same or the next day will attract penalty @ 18% of the value of the
instrument for the duration of such delay.

21. The Warehouse shall be used exclusively for stocking BPCLs products and
Sales Promotion & Advertising (SP&A) items as advised by BPCL. It shall not be
used for any other purpose. BPCL shall have absolute rights to stock any product
at the warehouse and also take out or transfer any stocks for any reason like those
found slow moving, non-moving or contaminated after due documentation.

22. Duration of the agreement shall be for Three years w.e.f to
. with a provision to extend by another two years at the discretion
of BPCL.

23. The Operator shall keep the warehouse open on all days of the week except
nominated weekly holiday of BPCL. The Warehouse will be normally kept open
between 0900 hrs to 1730 hrs with maximum hour lunch break. Subject to
exigencies of work and statutory rules permitting, the warehouse will be kept open
even beyond above time / days particularly for receiving the product and for
executing urgent supplies without any additional charges thereof.

24. BPCL reserves the right to terminate the contract by giving one months notice
and in such an event, the Operator shall be bound to hand over BPCLs products,
records, stationery, and other facilities back to BPCL as per time frame fixed by TM
Lubes. However BPCL also reserves the right to terminate the contract without
any notice to that effect, in the event of any conduct by C&F Operator which is
contrary to the interest / policies of BPCL or in the following circumstances.

a) If the Operator is found negligent or incapable of carrying out the work
contemplated in this agreement.

b) If the Operator is found guilty of breach of any of the covenants, conditions
and stipulation on his part contained in this Agreement.

c) If the Operator will commit or suffer to commit any act which , in the opinion of
Regional Manager (Lubes) of BPCL by whatever name called, is in violation of any
of the condition contained in this Agreement or is prejudicial to the interest or good
will of BPCL or their products or brand.

d) If the C&F operators firm, its' proprietor or any partner is adjudicated insolvent
or become bankrupt or goes into liquidation whether voluntary or otherwise.

e) If attachment in execution of a decree is passed against the C&F, its proprietor
or any of its' partners.

Page 44 of 63

f) If road permits or statutory licenses / permissions granted to C&F firm or any
statutory authorities licences are cancelled or revoked.

g) If any of the information submitted by the C&F operator in the tender is found
incorrect at any time.

h) Breach of any of the terms or conditions of this Agreement by the C&F.

i) If the C&F operator causes disruption in supply of packed lubricants products.
The decision of Company will be final and binding on the C&F.

j) On the death or retirement of proprietor or any of the partners of the C&F firm.
However, in case, Company does not exercise this option, the Agreement shall
continue as between the Company and surviving / continuing partners of the
Carrier. The legal representatives of the deceased partner or the retiring partner
himself shall be liable for all the obligation of the carrier incurred up to the date of
death or retirement but shall not be entitled to claim from the company any portion
of Security Deposit. Company shall account for Security Deposit to the surviving or
continuing partners. The death or retirement of any partners shall be notified by the
Carriers to the Company in writing within 24 hours of such death or retirement.

k) If the C&F operator or its employees commits any unsafe act such as rash
driving, accident, non adherence to safety guidelines and not using
safety/protective equipments etc. within or outside BPCL premises.

l) If the C&F operator, its proprietor or any partners or his employees misbehaves
(abuse/ threat/ assault/ manhandles) with the consumers/Dealers or with the
employee of the BPCL.

25. BPCL shall have the right of appointing any other C&F Operator (s) or dealer
(s)or distributor (s) or making direct supplies to its dealers, distributors, consumers
etc. at its sole discretion in the event the operations are taken over by BPCL from
the C&F Operator as explained above, without being liable to pay any
compensation or charges to the C&F Operator.

26. Upon termination of this Agreement for any reason whatsoever, the Operator
will cease to have any right to continue as Operator of BPCL and will promptly
hand over BPCL s properties, stocks, records, stationery; etc to BPCL s
authorized representative. Further, account shall be drawn up and balance
payment if any, after accounting for damages / contaminated stocks etc. would be
paid to the C&F Operator within fifteen days.

Liquidated damages of Rs. 5000/- (Rupees five thousand) per day shall be payable
by the Operator to BPCL in case of delays in completing handing over of all
documents / products / assets beyond the time frame stipulated by TM Lubes.

27. The C&F Operator shall not change constitution of its firm nor dissolve the
partnership nor admit new member as partner nor allow any partner to withdraw
from the partnership without obtaining the previous written consent of BPCL.
Further, in the event of death of any of the partner or partners of the C&F Operator,

Page 45 of 63
BPCL shall be entitled to terminate the agreement forthwith or if such right is not
exercised within reasonable time, continue the agreement with remaining partners
or legal heirs where all the partners are deceased.

28. All notices to be sent by either party to the other shall be deemed to be duly
communicated if delivered to the other party against acknowledgement at its
address referred to in the title of this agreement or sent by Registered A.D.Post.

29. Any dispute or difference of any nature whatsoever, any claim, cross-claim,
counter-claim or set off of BPCL / C&F Operator against the C&F Operator / BPCL
or regarding any right, liability, act, omission on account of any of the parties hereto
arising out of or in relation to this Agreement shall be referred to the Sole
Arbitration of Director (Marketing) of BPCL or to some officer of BPCL who may be
nominated by Director (Marketing)
30. In the event the Arbitrator being unable or refusing to act for any reason
whatsoever, then Director (Marketing) of BPCL shall designate another person to
act as an Arbitrator in accordance with the terms of the said Agreement. The
Arbitrator newly appointed shall be entitled to proceed with the reference from the
point at which it was left by his predecessor. The Award shall be made in writing
and published by the Arbitrator within two years after entering upon the reference.
The language of the proceedings will be English and the place of proceedings will
be Bangalore
The parties hereby agree that the Courts in the city of Bangalore alone shall have
jurisdiction to entertain any application or other proceedings in respect of anything
arising under this Agreement and any Award or Awards made by the Sole
Arbitrator hereunder shall be filed in the concerned Courts in the City of Bangalore
alone.
31. FORCE MAJEURE CLAUSE
If at any time during the continuance of the this Agreement, the performance in
whole or part by either party of any obligation under the this Agreement Order shall
be prevented or delayed by reason of any war, hostility, act of public enmity, civil
commotion, sabotage, fires, floods, explosions epidemics, quarantine restrictions,
strikes, lockouts or Acts of God (hereinafter referred as event), then provided
notice of happening of any such event is given by either party to the other within
twenty one days from the date of occurrences thereof, neither party shall by
reasons of such event be entitled to terminate this contract nor shall either party
have any claim for damage against the other in respect of such non-performance.
Deliveries under this Agreement Order shall be resumed as soon as practicable
after such event has come to an end or ceased to exist and decision of Head
Lubes SBU, Bharat Petroleum Corporation Ltd., as to whether the deliveries have
been so resumed or not, shall be final and conclusive. Provided further that the
performance in whole or part of any obligation under the contract is
prevented/delayed by reason of any such event specified above for period
exceeding sixty days, either party may at their option terminate this Agreement.
The performance of the respective obligations of the parties under this Agreement
shall be resumed as soon such calamities, which have resulted in the non-
performance, cease to occur.


Page 46 of 63
32. JURISDICTION: The parties hereby agree that the courts in the city of
Bangalore alone shall have jurisdiction to entertain any application or other
proceedings in respect of anything arising under this agreement and any award or
awards made by the Sole Arbitrator hereunder shall be filed in the concerned
courts in the city of Bangalore only.



33. DUPLICATION OF CLAUSE:

Whenever there is duplication of clause either in the terms and conditions or in the
Agreement, the clause, which is beneficial to BPCL, will be considered applicable
at the time of any dispute.

34. This agreement sets forth the entire agreement and understanding between the
parties to the subject matter and neither party shall be bound by any condition or
understanding or representation with respect to the subject matter of this
agreement except as duly set forth on or subsequent date hereof in writing and
signed by the party or by a proper duly authorized representative.

IN WITNESS WHEREOF the parties have executed these presents on the day,
month and year herein above mentioned.

Signed and delivered by the Within named C&F Operator (s)

Signed and delivered by the duly constituted Attorney of
BHARAT PETROLEUM CORPN. LTD.


In the presence of In the presence of
1. 1.
2. 2.



Page 47 of 63
Schedule A
MANPOWER REQUIREMENT FOR MANGALORE LUBES C&F DEPOT

Volume per
month
Manager
and Asst
Mgr
PC
operator
cum
clerk
Labour for
loading
/unloading
Security* Godown
assistant
General
Workmen

100 MT 1 2 4 1



Schedule B
INFRASTRUCTURE REQUIREMENT AT MANGALORE LUBES C&F DEPOT

Volume per month Description Nos
PC Pentium IV with
minimum 1GB
RAM / Windows
XP OS / 17
color monitor
2
Printer Dot Matrix 1
Ink jet 1
Telephone (land line) 2
UPS 2
DG Set Approved make
of 3 KVA
capacity (diesel)
to cater the
office/go-
down/area
lighting
1
Pallets Wooden pallets
approximate qty
: Nil nos( to
stack the small
packs)
75 Dimensions :
1.2MX1.2MX0.2M
(LXBXH)
Runners Wooden
runners
apoprximately
100 nos ( for
stacking of
barrels)
300 Dimensions
:4.5MX0.075MX0.05M
( LXBXH)

Page 48 of 63
Forklift Nil
Fire Extinguishers As per OISD
117 10 Kg
DCP
4 Nos
Sand Buckets 5 Nos
Split AC 1.5 Ton
capacity
1 nos.
Office Table 0 Nos
Chairs including Visitors
Chairs
0 Nos
Steel Cup Board Big Size 0 No
Steel Slotted Angle 0 Nos





Schedule C

C&F Operator cum Secondary Transportation rates applicable Ex Mangalore Lubes C&F
Depot

Serial
No.
Parameters 1st
Year
2nd
Year
3rd
Year
4th
Year
5th
Year
1 C&F charges for Sales
Volume in Rs/MT


2 C&F charges for Stock
Transfers in Rs/MT

Secondary Transportation rate for Sales Volume
2 LFDZ rate (upto 40 Kms) in
Rs/MT
Common rate for 5 year period to be quoted


Common rate for 5 year period to be quoted

3 Beyond LFDZ rate (i.e.
beyond 40 Kms) in
Rs./MT/KM





Page 49 of 63
ANNEXURE H

DRAFT BANK GUARANTEE

1. In consideration of Bharat Petroleum Corporation Limited having its registered
office at Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, P.B.No. 688,
Mumbai 400 001 (hereinafter called "BPCL" ) having agreed to exempt M/S
____________________(Hereinafter called " C&F Operator ") from the demand
under the terms and conditions of an Agreement dated ___________ made
between BPCL and the Lubes C&F Operator M/s ____________for (hereinafter
called "the said Agreement") of the Security Deposit for the due fulfillment by the
said Lubes C&F Operator of the terms and conditions contained in the said
Agreement on production of Bank Guarantee for Rs. 20 lacs (Rupees Twenty Lacs
only), We ____________________ (name of the Bank) (hereinafter referred to as
"Bank") at the request of M/S _______________________ (Lubes C&F Operator)
do hereby undertake to pay to BPCL an amount not exceeding Rs.20 lacs
(Rupees Twenty Lacs only) against any loss or damage caused to or suffered or
would be caused to or suffered by BPCL by reason of any breach by the said
Operator of any of the terms and conditions contained in the said Agreement.

2. We ______________ (name of the Bank) do hereby undertake to pay the
amounts due and payable under this guarantee without any demur, merely on a
demand from BPCL stating that the amount claimed is due by way of loss or
damage caused to or would be caused to or suffered by the Company by reasons
of breach by the C&F Operator of any of the terms and conditions contained in
the said agreement or by reason of the C&F Operators failure to perform the said
Agreement. Any such demand on the Bank shall be conclusive as regards the
amount due and payable by the bank under this guarantee. However, our liability
under this guarantee shall be restricted to an amount not exceeding Rs.20. Lacs
(Rupees Twenty. Lacs only).

3. We undertake to pay to BPCL any money so demanded notwithstanding any
dispute or disputes raised by the C&F Operator in any suit or proceeding pending
before any Court or Tribunal or Arbitrator relating thereto our liability under this
present being absolute and unequivocal. The payment so made by us under this
guarantee shall be a valid discharge of our liability under this guarantee for
payment there under and the C&F Operator shall have no claim against us for
making such payment.

4. We______________ (name of the Bank) further agree that the guarantee
herein contained shall remain in full force and effect during the period that would
be taken for the performance of the said agreement and that it shall continue to be
enforceable till all the dues of BPCL by virtue of the said Agreement have been
fully paid and its claims satisfied or discharged or till BPCL certifies that the terms
and conditions of the said Agreement have been fully and properly carried out by
the said C&F Operator and accordingly discharge this guarantee. Unless a
demand or claim under this guarantee is made on us in writing on or
before (date) we shall be discharged from all liabilities under this guarantee
thereafter.


Page 50 of 63
5. We _______________________ (name of the Bank) further agree with BPCL
that BPCL shall have the fullest liberty without our consent and without affecting
in any manner our obligations hereunder to vary any of the terms and conditions of
the said Agreement or to extend time of performance by the said C&F Operator
from time to time or to postpone for any time or from time to time any of the powers
exercisable by the Company against the said C&F Operator and to forbear or
enforce any of the terms and conditions relating to the said Agreement and shall
not be relieved from our liability by reason of any such variation or extension
being granted to the said C&F Operator for any forbearance, act or omission on
the part of BPCL or any indulgence by BPCL to the said C&F Operator or by
any such matter or thing whatsoever which under the law relating to sureties
would but for this provisions have effect of so relieving us.

6. This guarantee will not be discharged due to the change in the constitution of
the Bank or the Operator.

7. We ___________________ (name of the Bank) lastly undertake not to revoke
this guarantee during its currency except with the previous consent of BPCL in
writing.

We confirm having read, understood & agree to comply above.

SIGNATURE :______________________

NAME :______________________

FIRMS NAME :______________________


ADDRESS :______________________

:______________________

DATE :_______________________

RUBBER STAMP : .
OF THE FIRM













ANNEXURE I

Page 51 of 63


DECLARATION BY THE TENDERER

We have carefully studied the Tender and submit our offer having fully understood
the same. We hereby agree to abide by the fulfill all the terms and conditions set
out in the tender form, General terms & conditions, scope & responsibilities of
Lubes C&F operator, Draft Lubes C&F Operator agreement papers and
Commercial Bid and which should be deemed to form part of this tender. We return
herewith the enclosure duly signed and rubber stamped on each page as a token
of our acceptance.

Signature of the Tenderer:

Full Name of the Tenderer:

Rubber Stamp of the tenderer:




Address:





Telephone Nos.
















Page 52 of 63



(TO BE NOTARIZED) ANNEXURE I (A)

DECLARATION BY THE TENDERER REGARDING NOT BEING A
DISTRIBUTOR OF ANY OTHER LUBRICANT MARKETING COMPANY

We have carefully studied the Tender and submit our offer having fully understood
the same. We hereby declare that we, including any of our Relatives are not
Distributors (PLD/ILD/LBA) , of any other Lubricant Marketing Company. We also
assure that we will not take up any Distributorship of any other Lubricant Marketing
Company during the validity of this Contract.

The above Declaration is true to the best of our knowledge. In case, in future
if BPCL finds any information in contrast to our above Declaration, the Corporation
can initiate action as deemed fit, including rejection of our Tender / termination of
our contract.


Signature of the Tenderer:


Full Name of the Tenderer:



Address:






Page 53 of 63
ANNEXURE J
Commercial Bid


SCHEDULE OF RATE


C&F OPERATOR CUM SECONDARY TRANSPORTER AT MANGALORE
LUBES C&F DEPOT, MANGALORE UNDER BANGALORE-LUBES
TERRITORY

1. C&F Charges :

Rate 1
st
year
01.12.2009
to
30.11.2010
2
nd
year
01.12.2010
to
30.11.2011
3
rd
year
01.12.2011
to
30.11.2012
4
th
year
01.12.2012
to
30.11.2013
5
th
year
01.12.2013
to
30.11.2014
PART A
Rs per MT on Sales
Volume in figures

Rs. Rs. Rs. Rs. Rs.
Rs per MT on Sales
Volume in words


Rs per MT on Stock
Transfer Volume in
figures

Rs per MT on Stock
Transfer Volume in
words


2. Transportation Charges

Transportation charges for effecting delivered supplies based on one way distance


















Rate
COMMON QUOTE FOR FIVE YEARS PERIOD
ie FROM
PART B
Up to 40 Km per
MT(LFDZ) in figures

Rs





Rs



Up to 40 Km per
MT(LFDZ) in words
PART C
Beyond 40(LFDZ)
km per MT/KM in
figures
Beyond 40 (LFDZ)
km per MT/KM in
words.

Page 54 of 63
Note to tenderers
1. The expected volume of business is approx 1250 MT per annum (first year).
The volume includes approx. 1200 MTs per annum of sales volume and 50 MT of Stock
Transfer Quantities from Mangalore Lubes C&F Depot to other company operated depots.
The C&F would normally cater to the areas of South Kanara, Udipi, North Kanara, Hassan,
Chickmagalur, Coorg, Shimoga, Davangere. In case of secondary transportation, the
average monthly running (one way) of the vehicles (generally 3 MT) is expected to be
4000 Kms. Average load size for deliveries is expected to be 1, 3, 6, 9MTs per trip.
However, please note that the volume / area / running and load size of vehicle mentioned
above is only indicative and Bharat Petroleum Corporation Limited does not guarantee
minimum or maximum volume of business / area of operation / load size or running of
vehicles.
2. Any deviation made in quoting the rates in commercial bid i.e. not as per
this format or mentioning the rates in different way or mentioning any other or
counter terms in the commercial bid, the tender will be summarily rejected without
any further communication to the Tenderer

3. There shall be no over-writing.

4. Rates quoted for the secondary transportation to be common for the entire
5 years period of the contract.



Signature : Date :
Name : Rubber Stamp :

Page 55 of 63
ANNEXURE K

Technical evaluation will be carried out as per following criteria (This is
provided only as information. Not to be filled by the tenderer)


Main
Parameter
Max
rating
Sub-parameter
Description
Max.
rating for
Sub-
parameter
Max.
rating for
each
parameter
1.Business
capabilities of
the tenderer
(to be
evaluated
based on the
interview)
20 a) Knowledge on
warehousing
aspects, such as
internal controls,
FIFO management,
HSE etc
Max.10
Excellent 10
Adequate 6
Not adequate 0
b) Capability to
commence
operation and
deploy trained
staffs
Max.5
Within 15 days 5
Within 30 days

3
Beyond 30 days 0
c) Knowledge of
Excise and other
statutory rules and
regulations
Max 5
Excellent 5
Adequate 3
Not adequate 0
2.Work
experience
40 a.)Experience in
handling C&F
/other business
Max.20
( Based on
documents
provided)
Lubricants or
Paints C&F
20
FMCG C&F 15
Other than above 12
No experience 0

Page 56 of 63
b) Number of
years of experience
Max 10
More than 10 yrs

10
Between 5 to 10
yrs
7
1- 5 years 5
Nil experience 0

c.) Geographical
area handled :
Max 10

Has worked in
same area of
operation
10
Has worked in
same scale of
operation in other
area
7
Nil experience 0
3.Capability
to provide
secondary
transportation
15 Ability to provide
vehicles for
transportation
Max 15
(Based on
documents)
a) Owns required
number of vehicles
15
b) Can own
vehicles within
stipulated time
10
c) Canprovide
attached vehicles
8
d) Not ready to
provide
0
4.Financial
Capability of
party
25 a. Current ratio Max.8
(Current
Assets :

Current
Liabilities)

2 : 1 Max.8
1.5 : 1 Max 5
1 : 1 Max 3

b. Debt. Equity
ratio :

Max.8

Page 57 of 63
1:01 Max.8
1.5 : 1 Max 5
2:01 Max 3

c.Own capital
employed in
current business :
Max. 5
Above Rs 20 Lacs Max. 5
Between Rs 10 &
Rs 20 Lacs
Max. 4
Upto Rs 10 Lacs Max. 3
d. Turn over from
existing business
Max. 4
Above Rs. 30
Lacs
Max. 4
Rs. 20 to 30
Lacs
Max 3
Less than Rs.20
Lacs
Max 2
(all above based
on documents
submitted by the
tenderer)

Total 100


Note :Tenderer scoring minimum rating of at least 50 % in each main parameter
and overall 75 % in total only be accepted as Technically qualified.

















Page 58 of 63
ANNEXURE K

(To be executed on plain paper and applicable for all tenders of value above
Rs. 1 crore)
INTEGRITY PACT
Between
Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as "The
Principal",
And
..hereinafter referred to as "The
Bidder/Contractor/Supplier"
Preamble
The Principal intends to award, under laid down organization procedures,
contract/s for ..The Principal values full compliance with all
relevant laws and regulations, and the principles of economic use of
resources, and of fairness and transparency in its relations with its Bidder/s,
Contractor/s and Supplier/s.
In order to achieve these goals, the Principal cooperates with the renowned
international Non-Governmental Organisation "Transparency International"
(TI). Following TI's national and international experience, the Principal will
appoint an Independent External Monitor who will monitor the tender process
and the execution of the contract for compliance with the principles mentioned
above.
Section 1 - Commitments of the Principal
(1) The Principal commits itself to take all measures necessary to prevent
corruption and to observe the following principles:
a) No employee of the Principal, personally or through family
members, will in connection with the tender, or the execution of the
contract, demand, take a promise for or accept, for himself/herself
or third person, any material or immaterial benefit which he/she is
not legally entitled to.
b) The Principal will, during the tender process, treat all Bidders with
equity and reason. The Principal will, in particular, before and
during the tender process, provide to all Bidders the same
information and will not provide to any Bidder confidential /
additional information through which the Bidder could obtain an
advantage in relation to the tender process or the contract
execution.
- 2 -
c) The Principal will exclude from the process all known prejudiced
persons.
(2) If the Principal obtains information on the conduct of any of its employees
which is a criminal offence under the relevant Anti-Corruption Laws of
India, or if there be a substantive suspicion in this regard, the Principal will
inform its Vigilance Office and in addition can initiate disciplinary actions.
Section 2 - Commitments of the Bidder / Contractor/Supplier
(1) The Bidder / Contractor/Supplier commits itself to take all measures
necessary to prevent corruption. He commits himself to observe the
following principles during his participation in the tender process and
during the contract execution.
a) The Bidder / Contractor/Supplier will not, directly or through any

Page 59 of 63
other person or firm, offer, promise or give to any of the Principal's
employees involved in the tender process or the execution of the
contract or to any third person, any material or immaterial benefit
which he/she is not legally entitled to, in order to obtain in
exchange, any advantage of any kind whatsoever during the tender
process or during the execution of the contract.
b) The Bidder / Contractor/Supplier will not enter with other Bidders
into any undisclosed agreement or understanding, whether formal
or informal. This applies in particular to prices, specifications,
certifications, subsidiary contracts, submission or non-submission of
bids or any other actions to restrict competitiveness or to introduce
cartelisation in the bidding process.
c) The Bidder / Contractor/Supplier will not commit any offence under
the relevant Anti-Corruption Laws of India; further the Bidder /
Contractor/Supplier will not use improperly, for purposes of
competition or personal gain, or pass on to others, any information
or document provided by the Principal as part of the business
relationship, regarding plans, technical proposals and business
details, including information contained or transmitted electronically.
d) The Bidder / Contractor/Supplier will, when presenting his bid,
disclose any and all payments he has made, is committed to, or
intends to make to agents, brokers or any other intermediaries in
connection with the award of the contract.
(2) The Bidder / Contractor/Supplier will not instigate third persons to commit
offences outlined above or be an accessory to such offences.
- 3 -
Section 3 - Disqualification from tender process and exclusion from
future contracts
If the Bidder, before contract award, has committed a transgression through a
violation of Section 2 or in any other form such as to put his reliability or
credibility as Bidder into question, the Principal is entitled to disqualify the
Bidder from the tender process or to terminate the contract, if already signed,
for such reason.
(1) If the Bidder/Contractor/Supplier has committed a transgression through a
violation of Section 2 such as to put his reliability or credibility into
question, the Principal is also entitled to exclude the Bidder /
Contractor/Supplier from future contract award processes. The imposition
and duration of the exclusion will be determined by the severity of the
transgression. The severity will be determined by the circumstances of the
case, in particular the number of transgressions, the position of the
transgressors within the company hierarchy of the Bidder and the amount
of the damage. The exclusion will be imposed for a minimum of 6 months
and maximum of 3 years.
(2) A transgression is considered to have occurred if the Principal after due
consideration of the available evidences, concludes that no reasonable
doubt is possible.
(3) The Bidder accepts and undertakes to respect and uphold the Principal's
absolute right to resort to and impose such exclusion and further accepts
and undertakes not to challenge or question such exclusion on any
ground, including the lack of any hearing before the decision to resort to
such exclusion is taken. This undertaking is given freely and after

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obtaining independent legal advice.
(4) If the Bidder / Contractor/Supplier can prove that he has restored /
recouped the damage caused by him and has installed a suitable
corruption prevention system, the Principal may revoke the exclusion
prematurely.
Section 4 - Compensation for Damages
(1) If the Principal has disqualified the Bidder from the tender process prior to
the award according to Section 3, the Principal is entitled to demand and
recover from the Bidder liquidated damages equivalent to Earnest Money
Deposit/Bid Security.
(2) If the Principal has terminated the contract according to Section 3, or if the
Principal is entitled to terminate the contract according to Section 3, the
Principal shall be entitled to demand and recover from the
Contractor/Supplier liquidated damages equivalent to Security Deposit /
Performance Bank Guarantee.
- 4 -
(3) The Bidder agrees and undertakes to pay the said amounts without
protest or demur subject only to condition that if the Bidder /
Contractor/Supplier can prove and establish that the exclusion of the
Bidder from the tender process or the termination of the contract after the
contract award has caused no damage or less damage than the amount of
the liquidated damages, the Bidder / Contractor/Supplier shall compensate
the Principal only to the extent of the damage in the amount proved.
Section 5 - Previous Transgression
(1) The Bidder declares that no previous transgression occurred in the last 3
years with any other Company in any country conforming to the TI
approach or with any other Public Sector Enterprise in India that could
justify his exclusion from the tender process.
(2) If the Bidder makes incorrect statement on this subject, he can be
disqualified from the tender process or the contract, if already awarded,
can be terminated for such reason.
Section 6 - Equal treatment of all Bidders / Contractors /Suppliers/
Subcontractors
(1) The Bidder/Contractor/Supplier undertakes to demand from all
subcontractors a commitment in conformity with this Integrity Pact, and to
submit it to the Principal before contract signing.
(2) The Principal will enter into agreements with identical conditions as this
one with all Bidders, Contractors/Suppliers and Subcontractors.
(3) The Principal will disqualify from the tender process all Bidders who do
not sign this Pact or violate its provisions.
Section 7 Punitive Action against violating Bidders / Contractors /
Suppliers/Subcontractors
If the Principal obtains knowledge of conduct of a Bidder, Contractor, Supplier
or Subcontractor, or of an employee or a representative or an associate of a
Bidder, Contractor, Supplier or Subcontractor which constitutes corruption, or
if the Principal has substantive suspicion in this regard, the Principal will
inform the Vigilance Office.
- 5 -
Section 8 - Independent External Monitors
(1) The Principal has appointed competent and credible Independent
External Monitors for this Pact. The task of the Monitor is to review

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independently and objectively, whether and to what extent the parties
comply with the obligations under this agreement.
(2) The Monitor is not subject to instructions by the representatives of the
parties and performs his functions neutrally and independently. He reports
to the Chairperson of the Board of the Principal.
(3) The Bidder/Contractor/Supplier accepts that the Monitor has the right to
access without restriction to all Project documentation of the Principal
including that provided by the Bidder/Contractor/Supplier. The
Bidder/Contractor/Supplier will also grant the Monitor, upon his request
and demonstration of a valid interest, unrestricted and unconditional
access to this project documentation. The same is applicable to
Subcontractors. The Monitor is under contractual obligation to treat the
information and documents of the Bidder/Contractor/Supplier/
Subcontractor with confidentially.
(4) The Principal will provide to the Monitor sufficient information about all
meetings among the parties related to the Project provided such meetings
could have an impact on the contractual relations between the Principal
and the Bidder/Contractor/Supplier. The parties offer to the Monitor the
option to participate in such meetings.
(5) As soon as the Monitor notices, or believes to notice, a violation of this
agreement, he will so inform the Management of the Principal and request
the Management to discontinue or heal the violation, or to take other
relevant action. The Monitor can in this regard submit non-binding
recommendation. Beyond this, the Monitor has no right to demand from
the parties that they act in a specific manner, refrain from action or tolerate
action. However, the Independent External Monitor shall give an
opportunity to the Bidder/Contractor/Supplier to present its case before
making its recommendations to the Principal.
(6) The Monitor will submit a written report to the Chairperson of the Board of
the Principal within 8 to 10 weeks from the date of reference or intimation
to him by the 'Principal' and, should the occasion arise, submit proposals
for correcting problematic situations.
(7) If the Monitor has reported to the Chairperson of the Board a
substantiated suspicion of an offence under relevant Anti-Corruption Laws
of India, and the Chairperson has not, within reasonable time, taken visible
action to proceed against such offence or reported it to the Vigilance
Office, the Monitor may also transmit this information directly to the Central
Vigilance Commissioner, Government of India.
(8) The word 'Monitor' would include both singular and plural.
- 6 -
Section 9 - Pact Duration
This Pact begins when both parties have legally signed it. It expires for the
Contractor/Supplier 12 months after the last payment under the respective
contract, and for all other Bidders 6 months after the contract has been
awarded.
If any claim is made / lodged during this time, the same shall be binding and
continue to be valid despite the lapse of this pact as specified above, unless it
is discharged / determined by Chairperson of the Principal.
Section 10 - Other provisions
(1) This agreement is subject to Indian Law. Place of performance and
jurisdiction is the Registered Office of the Principal, i.e. Mumbai. The

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Arbitration clause provided in the main tender document / contract shall
not be applicable for any issue / dispute arising under Integrity Pact.
(2) Changes and supplements as well as termination notices need to be
made in writing. Side agreements have not been made.
(3) If the Bidder/Contractor/Supplier is a partnership or a consortium, this
agreement must be signed by all partners or consortium members.
(4) Should one or several provisions of this agreement turn out to be invalid,
the remainder of this agreement remains valid. In this case, the parties will
strive to come to an agreement to their original intentions.

For the Principal For the Bidder/Contractor/
Supplier
Place Witness 1 :
(Signature/Name/Address)
Date . Witness 2 :
(Signature/Name/Address)




































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ANNEXURE L

LIST OF RELATIVES

A person shall be deemed to be a relative of another, if any and only if,
i) He / She / They are members of Hindu Undivided family or
ii) He / She / They are Husband & Wife or
iii) The one is related to the other in the manner indicated below.
1. Father
2. Mother (including Step Mother)
3. Son (including Step Son)
4. Sons Wife
5. Daughter (including Step Daughter)
6. Fathers Father
7. Fathers Mother
8. Mothers Mother
9. Mothers Father
10. Sons Son
11. Sons Sons Wife
12. Sons Daughter
13. Sons Daughters Husband
14. Daughters Husband
15. Daughters Son
16. Daughters Sons Wife
17. Daughters Daughter
18. Daughters Daughters Husband
19. Brother (including Step Brother)
20. Brothers Wife
21. Sister (including Step Sister)
22. Sisters Husband