SECTION – III

(VOLUME - I)

GENERAL TERMS &

CONDITIONS OF CONTRACT
(GCC)
 GENERAL TERMS & CONDITIONS OF CONTRACT,

CONTENTS

C1. No. Description

A. INTRODUCTION

1.0 Definition of Terms

2.0 Application
3.0 Standards
4.0 Language and Measures
5.0 Contract Documents
6.0 Use of Contract Documents and Information
7.0 Construction of the Contract
8.0 Jurisdiction of Contract
9.0 Manner of Execution of Contract
10.0 Enforcement of Terms
11.0 Completion of Contract

B. GUARANTEES & LIABILITIES

12.0 Time-The Essence of Contract
13.0 Effectiveness of Contract
14.0 Penalty
15.0 Guarantee
16.0 Taxes, Permits &; Licensees
17.0 Replacement of Defective Parts and Materials
18.0 Patent Rights and Royalties
19.0 Defense of Suits,
20.0 Limitation of Liabilities
21.0 Engineer's Decision
22.0 Power to vary or omit Work
23.0 Assignment and sub letting of Contract
24.0 change of Quantity
25.0 Packing, forwarding and shipment
26.0 Cooperation with other Contractors and consulting Engineers
27.0 No waiver of rights
28.0 Certificate not to affect right of Owner and liability of
Contractor
29.0 Training of Owners Personnel
30.0 Progress Reports and Photographs
31.0 Taking Over

C. CONTRACT SECURITY AND PAYMENTS

32.0 Contract Performance Security/ Guarantee
33.0 Contract Price Adjustment
34.0 Payment
35.0 Deductions from Contract Price

D. SPARES
36.0 Spares

E. RISK DISTRIBUTION
37.0 Transfer of the Title
38.0 Insurance
39.0 Liability for Accidents and Damages
40.0 Delays by Owner or His Authorised Agents
41.0 Demurrage, Wharfage etc.
42.0 Force Majeure
43.0 Suspension of Work
44.0 Contractor's Default
45.0 Termination of Contract on Owner's initiative.
46,0 Frustration of Contract
47.0 Grafts and Commission etc.

F. RESOLUTION OF DISPUTES
48.0 Settlement of Disputes
49.0 Reconciliation of Accounts
50.0 Inspection and Tests
51.0 Consortium
52.0 Notices
 SECTION-III - GCC

GENERAL TERMS & CONDITIONS OF CONTRACT

A. INTRODUCTION

1.0 Definition of Terms:

1.1 ‘The Contract' means the Agreement entered into between Owner and
Contractor as per the Contract Agreement signed by the parties including all
attachments and appendices there to and all documents incorporated by
reference therein.

1.2 ‘Owner' shall mean the Karnataka Power Transmission Corporation

Limited (KPTCL) and shall include their Legal Representatives, Successors and
Assigns.

1.3 a) Contractor' shall mean the Bidder whose Bid will be accepted
by the Owner for the Award of the Works and shall include such successful
Bidder's Legal Representatives, Successors and Permitted Assigns.

b) “Bidder”: Bidder shall mean Prime bidder or Lead bidder or

Contractor or Consortium partner or Joint venture partner or collaborator
partner, as the case may be.

1.4 ‘Sub- Contractor' shall mean the persons named in the contract for any part
of the works or any persons to whom any part of the contract has been sublet by
the Contractor with the consent in writing of the Owner and will include the legal
representatives, successors and permitted assigns of such persons.

1.5 Void

1.6 ‘Consulting Engineer’ shall mean any Firm or Persons duly appointed
as such from time to time by the Owner.

1.7 The terms ‘Equipments’ ‘Stores’ and ‘Materials’ shall mean and
include Equipment, Stores and Materials to be provided by the Contractor under
the Contract.

1.7.1 The terms ‘Owner Supplied Equipments/Materials’ shall mean and

include equipment/ materials to be provided by the Owner (KPTCL) under the
contract.

1.8 ‘Works’ shall mean and include supplying of equipment/ material in the
scope of the Contractor and extending all services, as per the specifications and
complete erection, testing and putting into satisfactory operation (including
Owner supplied equipments/ materials) including all transportation, handling,
unloading and storage at the site as defined in the contract.
1.9 'Specifications' shall mean the specifications and bidding document forming
a part of the contract and such other schedules and drawings as may be mutually
agreed upon.

1.10 ‘Site' shall mean and include the Land and other places on, into or through
which the works and the related facilities are to be erected or installed and any
adjacent land, paths, street or reservoir which may be allocated or used by the
Owner or Contractor in the performance of the contract.

1.11 The term 'Contract Price' shall mean the total price quoted by the
Contractor in his bid with additions and/or deletions as may be agreed and
incorporated in the letter of award/ letter of intent to award(as applicable), for the
entire scope of the works.

1.12 The term 'Equipment/Material Portion' of the Contract Price shall mean the
Total Value of the Equipments including Freight & Insurance with all types of
applicable Taxes such as CGST, SGST, IGST, UTGST, Duties, Cess if any, etc. The
Term ‘Erection Portion' of the Contract Price shall mean the Value of Field
Activities of the Works including Erection, Testing and Putting into Satisfactory
Operation including Successful Completion of Performance and Guarantee Tests
to be performed at Site by the Contractor including Cost of Insurances.

1.13 ‘Manufacturer's Works' or 'Contractor's Works', shall mean the place

of work used by the Contractor, their collaborators/ associate or sub-contractors
for the performance of the contract.

1.14 'Inspector' shall mean the Owner or any persons nominated by the
Owner from time to time, to inspect the equipment, stores or works under the
contract and/or the duly authorised representative of the Owner.

1.15 'Notice of Award of Contract'/'Letter of Award/Letter of Intent to

Award(as applicable)/'Fax of Award' shall mean the Official Notice issued by the
Owner notifying the Contractor that his bid has been accepted.

1.16 ‘Date of Contract' shall mean the date on which notice of award of contract/
letter of award/letter of intent (as applicable) to award has been issued.

1.17 'Month' shall mean the calendar month. 'Day' or 'Days' unless herein
otherwise expressly defined shall mean calendar day or days of 24 hours each. ‘A
Week' shall mean continuous period of seven (7) days.

1.18 ‘Writing' shall include any manuscript, type written, computer generated or
printed statement, under or over signature and/or seal, as the case may be.

1.19 When the words 'Approved', Subject to Approval', Satisfactory', 'Equal

to', 'Proper', 'Requested', 'As Directed', Where Directed', ‘When Directed',
'Determined by, 'Accepted', 'Permitted', or words and phrases of like
importance are used, the approval, judgment, direction etc is understood to be a
function of the Owner/Engineer.
1.20 ‘Test on Completion’ shall mean such tests as prescribed in the contract to
be performed by the Contractor before the work is taken over by the Owner.

1.21 'Start up' shall mean the time period required to bring the equipment
covered under the contract from an inactive condition, when construction is
essentially complete, to the state ready for trial operation. The start up period
shall include preliminary inspection and checkout of equipment and supporting
sub-system, initial operation of the complete equipment covered under the
contract to obtain necessary pre-trial operation data, perform calibration and
corrective action, shut down, inspection and adjustment prior to the trial
operation period.

1.22 'Initial Operation' shall mean the first integral operation of the
complete equipment covered under the contract (including owner supplied) with
the sub-system and supporting equipment in service or available for service.

1.23 ‘Trial Operation', 'Reliability Test', ‘Trial Run', ‘Completion Test', shall
mean the extended period of time after the start up period. During this trial
operation period, the unit shall be operated over the full load range. The length of
trial operation shall be as determined by the engineer, unless otherwise specified
elsewhere in the contract.

1.24 'Performance and Guarantee Test 'shall mean all operational checks and
tests required to determine and demonstrate capacity, efficiency, and operating
characteristics as specified in the contract documents.

1.25 The term 'Final Acceptance/Taking Over' shall mean the Owner's written
acceptance of the works performed under the contract, after successful
commissioning/ completion of performance and guarantee tests, as specified in
the accompanying technical specification or other-wise agreed in the contract.

1.26 'Guarantee Period' / 'Maintenance Period' shall mean the period during
which the contractor shall remain liable for repair or replacement of any defective
part of the works performed under the contract.

1.27 'Latent Defects' shall mean such defects caused by faulty design, material
or workmanship which cannot be detected during inspection, testing etc. based
on the technology available for carrying out such tests.

1.28 'Drawing', 'Plans' shall mean all:

a) Drawings furnished by the Owner/ Consultant as a basis for bid/ proposals.

b) Supplementary drawings furnished by the Owner/ Consultant to clarify and to
define in greater detail the intent of the contract.
c) Drawings submitted by the contractor with his bid, provided such drawings are
acceptable to the Owner/ Consultant.
d) Drawings furnished by the Owner/ Consultant to the Contractor during the
progress of the work; and
e) Engineering data and drawings submitted by the contractor during the progress
of the work provided such drawings are acceptable to the Owner/Consultant.

1.29 'Codes' shall mean the following, but not limited to, including the latest
amendments, and/or replacements if any:

a. Indian Factory Act, 1948, and Rules and Regulations made thereunder.
b. Indian Explosive Act, 1884, and Rules and Regulations made thereunder.
c. Indian Petroleum Act, 1934, and Rules and Regulations made there under.
d. A.S.M.E. Test Codes.
e. A.I.E.E. Test Codes.
f. American Society of Materials Testing Codes.
g. Standards of the Indian Standards Institution.
h. Other Internationally approved Standards and/or Rules and Regulations
touching the subject Matter of the Contract.

1.30 Words imparting the Singular only shall also include the Plural and vice-
versa where the context so requires.

1.31 Words imparting 'Persons' shall include Firms, Companies, Corporation and
Associations or Bodies of individuals, whether incorporated or not.

1.32 "Bidding Documents": Means Information & Instructions, General

Conditions of Contract, Special Conditions of Contract, Technical Specifications,
Drawings and other Annexures included in Sections IFB, ITB, GCC, SCC, TS,
DRS, BPS.

1.33 "Tests on Completion": Means the Tests that are prescribed in the Bidding
Documents to be made before Materials are accepted by the Owner.

1.34 "Destination" : Means the location where the goods are specified to be
delivered and where they will be accepted by the Owner.

1.35 "Engineer": Engineer means The Superintending Engineer, Elecy.,

Transmission Circle, KPTCL, in whose jurisdiction these works are involved.

1.36 "Engineer's Representative: Mean,

1. Superintending Engineers, Elecl.,

Transmission (Works), Concerned Circle.
2. Executive Engineers, Elecl.,
Major Works Division, Concerned Division.
OR
Any other Engineer who has been assigned with the Job.

1.37 "Commissioning: For electrical equipment shall mean charging the

transmission line/station at rated voltage after completion of erection, testing and
completion of pre-commissioning checks.
1.38 The Term ‘Services’ means services ancillary to the supply of goods
such as port clearance, transportation and insurance and any other incidental
services, such as civil, structural and architectural works, erection, testing and
commissioning and other such obligation of the contractor covered under the
contract.

1.39 In addition to the above, the following definitions shall also apply:

a) 'All Equipment and Materials' to be supplied shall also mean 'Goods'.

b) 'Constructed' shall also mean 'Erected and Installed’.
c) ' Performance Guarantee' shall also mean 'Contract Performance
Guarantee'.
1.40 Terms and Expressions not herein defined shall have the same meanings as
are assigned to them in the Sale of Goods Act (1930), Indian Contract Act (1872)
and General Clauses Act (1897) including Amendments thereof if any.

1.41 ECV (Estimated Contract Value) means amount put to tender.

2.0 Application:

These general conditions shall apply to the extent that they are not
superseded by provisions in other parts of the contract.

3.0 Standards:

The goods supplied under this contract shall conform to the standards mentioned
in the technical specification, and, when no applicable standard is mentioned, to
the authoritative standard appropriate to the goods and such standards shall be
the latest issued by the concerned institution.

4.0 Language and Measures:

All documents pertaining to the contract including specification, schedules,
notices, correspondence, operating and maintenance instructions, drawings or
any other writing shall be written in English language. The metric system of
measurement shall be used exclusively in the contract.

5.0 Contract Documents:

5.1 The term contract documents shall mean and include the following which
shall be deemed to form an integral part of the Contract:

a) Invitation of bid including, instructions to bidders, general terms and

conditions of contract, special conditions of contract, and all other documents
included under volume-I.

b) Specifications of the equipment/ material to be furnished and erected under

the contract as brought out in the accompanying technical specifications and data
requirement sheets.
 c) Contractor's bid proposal and the documents attached thereto including the
letters of clarifications thereto between the Contractor and the Owner prior to the
award of contract except to the extent of repugnancy.

d) All the materials, literature, data and information of any sort given by the
contractor along with his bid, subject to the approval of the Owner.

e) Letter of award / Letter of Intent to award (as applicable) and any agreed
variations of the conditions of the documents and special terms and conditions of
contract, if any.

5.2 In the event of any conflict between the above mentioned documents, the
matter shall be referred to the engineer whose decision shall be considered as
final and binding upon the parties.
5.3 All the relevant information/ material furnished by the contractor such as
specifications of material/ equipment, design, literature, drawings or any other data
during the course of contract will become the property of the owner and owner will
have full rights to use the same elsewhere.

6.0 Use of Contract Documents and Information:

6.1 The Contractor shall not, without the Owner's prior written consent, disclose
the contract, or any provision thereof, or any specification, plan, drawing, pattern,
sample or information furnished by or on behalf of the Owner in connection
therewith, to any persons other than a person employed by the Contractor in the
performance of the contract. Disclosure to any such employed persons shall be
made in confidence and shall extend only so far, as may be necessary for purposes
of such performance.

6.2 The Contractor shall not, without the Owner's prior written consent, make use
of any document or information enumerated in various contract documents
except for purpose of performing the contract.

6.3 The Contractor shall not communicate or use in advertising, publicity, sales
releases or in any other medium, photographs or other reproduction of the works
under this contract, or descriptions of the site, dimensions, quantity, quality or
other information, concerning the works unless prior written permission has been
obtained from the Owner.

6.4 Any Document, other than the contract itself, enumerated in various contract
documents, shall remain the property of the Owner and shall be returned (in all
copies) to the Owner on completion of the contractor's performance under the
contract, if so required by the Owner.,

7.0 Construction of the Contract:

7.1 Not withstanding anything stated elsewhere in the Bid Documents, the Contract
to be entered into will be treated as a DIVISIBLE CONTRACT resulting into three
separate contracts, one for supply of goods, the second for erection and the third for
civil engineering works covering the Entire Scope of the Partial/Total Turnkey
Package.
All works contracts are normally ‘Divisible contracts’, wherein contract agreements
and DWA’s for each of the projects towards supply, erection and civil portion of the
contract are executed and issued separately. Hence cross fall breach is envisaged in
such type of contracts wherein breach in any one of the contract say either in
supply, erection or civil would be treated as breach in remaining contracts also
within the project/work that has been awarded. However in the package system of
tendering where two or more projects/works are proposed to be clubbed for the sake
of convenience for expediting the processing of tenders, the cross fall breach if any,
in a particular project/work is proposed to be restricted to that project/work itself
and is not allowed to get extended to other projects/works which have been included
in the same enquiry and are awarded separately.

7.2 In case where the Owner hands over his Equipment/Material to the Contractor
for executing, then the Contractor shall at the time of taking delivery of the
equipment/ dispatch documents be required to execute an Indemnity Bond in
favour of the Owner in the form acceptable to KPTCL for keeping the
equipment/material in safe custody and to utilise the same exclusively for the
purposes of the said contract. Samples of proforma for the indemnity bond is
enclosed as Annexure-VIII & IX.

8.0 Law Governing of Contract:

8.1 The Contract, shall in all respects be constructed and governed according to
Indian Laws

8.2 The Courts of Bangalore shall have exclusive jurisdiction in all matters
arising under this Contract.

9.0 Manner of Execution of Contract:

9.1 The Contract, unless otherwise agreed to, shall be signed within 15 days of
the acceptance of the Letter of Award/ Letter of Intent to Award, at the Office of
the Owner i.e. at the concerned O/o SEE, Transmission Circle, KPTCL, on a date
and time to be mutually agreed to. The Contractor shall provide for signing of the
contract, performance guarantee, appropriate power of attorney and other
requisite materials. In case the contract is to be signed beyond the stipulated
time, the bid security submitted with the proposal shall be extended accordingly.

9.2 The agreements shall be signed in original and the contractor shall be
provided with one photo copy and the Owner will retain the original.

9.3 The Contractor shall provide free of cost to the Owner, the engineering
data, drawings and descriptive materials submitted with the bid, in at least three
(3) copies to form a part of the contract immediately after issue of letter of award/
letter of intent to award(as applicable).
9.4 Subsequent to signing of the contract, the Contractor at his own cost shall
provide the Owner with at least fifteen (15) bounded true copies of DWA within
thirty (30) days after issue of DWA.

10.0 Enforcement of terms:

10.1 The failure of either party to enforce at any time any of the provisions of this
contract or any rights in respect thereto or to exercise any option therein
provided, shall in no way be construed to be a waiver of such provisions, rights or
options or in any way to affect the validity of the contract. The exercise by either
party of any of its rights herein shall not preclude or prejudice either party from
exercising the same or any other right it may have under the Contract.

11.0 Completion of Contract:

11.1 Unless otherwise terminated under the provisions of any other relevant
clause, this contract shall be deemed to have been completed on the expiry of the
guarantee period as provided for under the clause 15.0 entitled ‘Guarantee' in
Section-III, Volume-I of GCC.

B. GUARANTEES & LIABILITIES

12.0 Time - the essence of Contract:

12.1 The time and the date of completion of the contract as stipulated in the
contract by the owner with or without modifications, if any, and so incorporated
in the letter of award/letter of intent to award (as applicable), shall be deemed to
be the essence of the contract. The Contractor shall so organise his resources and
perform his work as to complete it not later than the date agreed to.

12.2 The Contractor shall submit a detailed Activity Chart acceptable to

the owner, before signing of agreement, consisting of adequate number of
activities covering various key phases of the work such as design, drawings,
procurement, manufacturing, shipment, receiving of the owner supplied
equipments (if any), and field erection activities within fifteen (15) days of the date
of notice of award of contract. This network shall also indicate the interface
facilities to be provided by the Owner and the dates by which such facilities are
needed. The Contractor shall discuss the Chart so submitted with the Owner and
the agreed Chart shall form part of the contract documents. During the
performance of the contract, if in the opinion of the engineer, proper progress is
not maintained, suitable changes shall be made in the Contractor's operations to
ensure proper progress without any cost implication to the Owner. The interface
facilities to be provided by the Owner in accordance with the agreed Chart shall
also be reviewed while reviewing the progress of the Contract. The Activity Chart
should be reviewed, updated, once every month and submitted to engineer for
approval

12.3 Based on the above-agreed Activity Chart, fortnightly reports shall be

submitted by the Contractor as directed by the Engineer.
12.4 Subsequent to the, finalization of the Chart, the Contractor shall make
available to the engineer a detailed manufacturing program, in line with the
agreed contract Activity Chart. Such manufacturing program shall be reviewed,
updated and submitted to the engineer once every two months thereafter.

12.5 The above Activity Chart/ Manufacturing Program shall be

compatible with the Owner’s Computer environment and furnished to the
Owner on such media as may be desired by the Owner.

13.0 Effectiveness of Contract:

The Contract shall be considered as having come into force from the date of
Letter of Award.

14.0 Penalty:

14.1 For Equipment Portion (Excluding Spares):

If the Contractor fails to successfully complete the commissioning within the time
fixed under the contract, the Contractor shall pay to the Owner as Penalty, a sum
specified for each specified period of delay. The details of such penalty are
brought out in the accompanying special conditions of contract (SCC). Equipment
and materials will be deemed to have been delivered only when all its
components, parts are also delivered. If certain components are not delivered in
time, the equipment and materials will be considered as delayed until such time
the missing parts are also delivered. The total amount of Penalty for delay under
the contract will be subject to a maximum 10% of the contract price.

14.2 For Spares:

14.2.1 Unless otherwise specified in the Special Conditions of Contract, the
Penalty for delay in supply of Spares, beyond the dates stipulated under clause
36.2 section GCC shall be of 1/2 % (half percent) of the price of undelivered
spares per week or part thereof.

14.2.2 The total amount of Penalty for delay under the contract will be
subject to a maximum of Ten percent (10%) of the value of contract unless
otherwise specifically mentioned in Special Conditions of Contract.

14.2.3 Penalty for not meeting performance guarantees during the

performance and guarantee tests shall be assessed and recovered from the
contractor as detailed in technical specification/ special conditions of contract.

Note: The total penalty levied shall not exceed the total contract value.

15.0 Guarantee:

15.1 The Contractor shall Guarantee that the equipment supplied by him will be
new, unused and in accordance with the contract documents and free from
defects in material and workmanship for a period of 42 (Forty Two) months in
respect of Control and Relay panels, Isolators, Battery Set & Circuit Breakers and
12 (twelve) Months for rest of the project commencing immediately upon the
satisfactory commissioning. The Contractor's liability shall be limited to the
replacement of any defective parts in the equipment of his own manufacture or
those of his sub-contractors, under normal use and arising solely from faulty
design, materials and/or workmanship provided always that such defective parts
are repairable at the site and are not in the meantime essential in the commercial
use of the equipment. Such replaced/ defective parts shall be returned to the
Contractor unless otherwise arranged. No repairs or replacement shall normally
be carried out by the engineer, when the equipment is under the supervision of
the Contractor's Supervisory Engineer.

15.2 In the event of any emergency, as per the judgment of the Engineer, where
in the delay would cause serious loss or damages, repairs or adjustment may be
made by the engineer or a third party chosen by the engineer without advance
notice to the contractor and the cost of such work shall be paid by the contractor.
In the event of such action being taken by the Engineer, the Contractor will be
notified promptly and he shall assist wherever possible in making necessary
corrections. This shall not relieve the Contractor of his liabilities under the Terms
and Conditions of the Contract.

15.3 If it, becomes necessary for the Contractor to replace or renew any defective
portions of the works, the provision of this clause shall apply to portion of the
works so replaced or renewed until the expiry of 42 (Forty Two) months in respect
of Control and Relay panels, Isolators, Battery Set & Circuit Breakers and 12
(twelve) Months for rest of the project from the date of such replacement or
renewal. If any defects are not remedied within a reasonable time, the Engineer
may proceed to do the Work at the Contractor’s risk and cost but without
prejudice to any other rights, which the Owner may have against the Contractor
in respect of such defects.

15.4 The repaired or new parts will be furnished and erected free of cost by the
Contractor. If any repair is carried out on his behalf at the Site, the Contractor
shall bear the cost of such repairs.

15.5 The cost of any special or general overhaul rendered necessary during the
maintenance period due to defects in the equipment or defective work carried out
by the Contractor, the same shall be borne by the Contractor.

15.6 The acceptance of the Equipment by the Engineer shall in no way relieve the
Contractor of his obligations under this clause.

15.7 In case of those defective parts which are not repairable at Site but are
essential for the Commercial Operation of the Equipment, the Contractor and the
Engineer shall mutually agree to a program of replacement or renewal which will
minimise interruption to the maximum extent, in the Operation of the Equipment.
15.8 In respect of goods supplied by Vendor to the Contractor where a
longer guarantee (more than 12 months) is provided by such Vendor, the Owner
shall be entitled to the benefit of such longer guarantees.

15.9 The provisions contained in this clause will not be applicable:

a) If the Owner has not used the equipment according to generally approved
industrial practice and in accordance with the conditions of operation specified
and in accordance with operating manuals, if any.

b) In cases of normal wear and tear of the parts to be specifically mentioned by

the Contractor in the Offer.

16.0 Taxes, Permits & Licenses:

The Contractor shall be liable and pay all types of applicable Taxes such as CGST,
SGST, IGST, UTGST, Duties, Levies, Cess if any, lawfully assessed against the
Owner or the Contractor in pursuance of the Contract. In addition the Contractor
shall be responsible for Payment of all Indian Duties, Levies and all Taxes, cess if
any lawfully assessed against the Contractor for his Personal Income and
Property.

17.0 Replacement of Defective Parts and Materials:

17.1 If during the performance of the contract, the engineer shall decide and
inform in writing to the Contractor that the Contractor has manufactured any
equipment, material or part of equipment unsound and imperfect or has
furnished any equipment inferior to the quality specified, the Contractor on
receiving details of such defects or deficiencies shall at his own expense within
seven (7) days of his receiving the notice, or otherwise, within such time, as may
be reasonably necessary for making it good, proceed to alter, reconstruct or
remove such work and furnish fresh equipment/ materials up to the standards of
the specifications. In case the Contractor fails to do so, the Engineer may on
giving the Contractor seven (7) days notice in writing of his intentions to do so,
proceed to remove the portion of the works so complained of and at the cost of the
Contractor perform all such work or furnish such equipment/ material provided
that nothing in this clause shall be deemed to deprive the Owner of or affect any
rights under the contract which the Owner may otherwise have in respect of such
defects and deficiencies.

17.2 The Contractor's full and extreme liability under this clause shall be satisfied
by the payment to the Owner of the extra cost, of such replacement procured
including erection as provided for in the contract, such extra cost being the
ascertained difference between the price paid by the Owner for such replacements
and the contract price by portion for such defective equipment/ material/ works
and repayments of any sum paid by the Owner to the Contractor in respect of
such defective equipment/ material should the owner not so replace the defective
equipment/materials, the Contractor's extreme liability under this clause shall be
limited to repayment of all sums paid by the owner under the contract for such
defective equipment /materials.

18.0 Patent Right and Royalties:

Royalties and fees for patents covering materials, articles, apparatus, devices,
equipment or processes used in the works shall be deemed to have been included
in the contract price. The Contractor shall satisfy, all demands that may be made
at any time for such royalties or fees and he alone shall be liable for any damages
or claims for patent infringements and shall keep the Owner indemnified in that
regard. The Contractor shall, at his own cost and expense, defend all suits or
proceedings that may be instituted for alleged infringement of any patents
involved in the works, and, in case of an award of damages, the Contractor shall
pay for such award. In the event of any suit or other proceedings instituted
against the Owner, the same shall be defended at the cost and expense of
Contractor who shall also satisfy/comply with any decree, order or award made
against the Owner. But it shall be understood that no such machine, plant, work,
material or thing has been used by the Owner for any purpose or manner other
than that for which they have been furnished and installed by the Contractor and
specified under these specifications. Final payment to the Contractor by the
Owner will not be made while any such suit or claim remains unsettled. In the
event any apparatus or equipment, or any part thereof furnished by the
Contractor, is in such suit or proceedings held to constitute infringement, and its
use is enjoined, the Contractor shall at his option and at his own expense, either
procure for the Owner, the right to continue the use by Owner of said apparatus,
equipment or part thereof, replace it with non infringing apparatus or equipment
or modify it, so that it becomes non-infringing.

19.0 Defense of Suits:

If any action in Court is brought against the Owner or Engineer or an Officer or

agent of the Owner, for the failure, omission or neglect on the part of the
Contractor to perform any acts, matters, covenants or things under the contract,
or for damage or injury caused by the alleged omission or negligence on the part
of the Contractor, his agents, representatives or his sub-contractors, or in
connection with any claim based on lawful demands of sub-contractors,
workmen, suppliers or employees, the Contractor shall in all such cases
indemnify and keep the Owner, and the Engineer and/or his representative,
harmless from all losses, damages, expenses or decrees arising of such action.,

20.0 Limitation of Liabilities:

The final payment by the Owner in pursuance of the contract shall mean the
release of the Contractor from all his liabilities under the contract. Such final
payment shall be made only at the end of the guarantee/ warranty period, and till
such time as the contractual liabilities and responsibilities of the Contractor, shall
prevail. All other payments made under the contract shall be treated as on
account payments.
21.0 Engineer's Decision:

21.1 In respect of all matters which are left to the decision of the Engineer
including the granting or with-holding of the Certificates, the Engineer shall, if
required to do so by the Contractor, give in writing a decision thereon.

21.2 If, in the opinion of the Contractor, a decision made by the Engineer is not in
accordance with the meaning and intent of the contract, the Contractor may file
with the Engineer, within fifteen (15) days after receipt of the decision, a written
objection to the decision. Failure to file an objection within the allotted time will
be considered as an acceptance of the Engineer's decision and the decision shall
become final and binding.
21.3 It is the intent of the agreement that there shall be no delay in the execution
of the works and the decision of the Engineer as rendered shall be promptly
observed.

22.0 Power to Vary or Omit Work:

22.1 No alterations, additions, amendments, omissions, suspensions or variations

of the works (hereinafter referred to as ‘Variation’) under the contract as detailed
in the contract documents, shall be made by the Contractor except as directed in
writing by the Engineer, but the Engineer shall have full powers, subject to the
provisions hereinafter contained, from time to time, during the execution of the
contract, to issue notice in writing to instruct the Contractor to make such
variation without prejudice to the contract. The Contractor shall carry out such
variation and be bound by the same conditions as far as applicable as though the
said variations occurred in the contract documents. If any suggested variations
would, in the opinion of the Contractor, if carried out, prevent him from fulfilling
any of his obligations or guarantees under the contract, he shall notify the
Engineer thereof in writing and the Engineer shall decide forthwith whether or
not, the same shall be carried out and if the Engineer confirms his instructions,
the Contractor's obligations and guarantees shall be modified to such an extent
as may be mutually agreed to. Any difference in cost occasioned by any such
variation shall be added to, or reduced from the contract price as the case may be.

22.2 In the event of Engineer requiring any variation, a reasonable and proper
notice shall be given to the Contractor to enable him to work his arrangement
accordingly, and in cases where goods or materials are already prepared or any
design, drawings or pattern made or work done requires to be altered, a
reasonable and agreed sum in respect thereof shall be paid to the Contractor.

22.3 In any case in which the Contractor has received instructions from the
Engineer as to the requirement of carrying out the alterations or additions or
substitute which either then or later on, will, in the opinion of the Contractor,
involve a Claim for additional payment, the Contractor shall immediately and in
no case later than thirty (30) days, after receipt of the instructions aforesaid and
before carrying out the instructions, advise the Engineer to that effect. But the
Engineer shall not become liable for the payment of any charges in respect of
any such variations, unless the instructions for the performance of the same shall
be confirmed in writing by the Engineer.

22.4 VOID.

22.5 In all the above cases, in the event of a disagreement as to the

reasonableness of the said sum, the decision of the Engineer shall prevail.

22.6 Not withstanding anything stated above in this clause, the Engineer shall
have the full power to instruct the Contractor, in writing, during the execution of
the contract to vary the quantities of the items or groups of items in accordance
with the provision of clause entitled 'Change of Quantity’ in clause 24 of Section
GCC of this volume - I. The Contractor shall carry out such variations and the
contract price shall be adjusted in accordance with clause 24 of section GCC.

23.0 Assignment and Sub-letting of Contract:

23.1 Deleted.

23.2 For components/ equipment procured by the Contractor for the purposes of
the contract, after obtaining the written approval of the Owner, the Contractor's
purchase specifications and enquiries shall call for quality plans to be submitted
by the suppliers along with their proposals. The quality plans called for from the
vendors shall set out, during the various stages of manufacture and installation,
the quality practices and procedures followed by the vendor's quality control
organization, the relevant reference documents/ standard used, acceptance level,
inspection documentation raised, etc. Such quality plans of the successful
vendors shall be discussed and finalised in consultation with the Engineer and
shall form a part of the purchase order/contract between the Contractor and the
Vendor. Within 3 weeks of the release of the purchase orders/ contracts for such
bought out items/ components, a copy of the same without price details but
together with detailed purchase specifications, quality plans and delivery
conditions shall be furnished to the Engineer by the Contractor.

24.0 Change of Quantity:

24.1 In case of discrepancy in quantities indicated in the drawings and that

specified in price schedule, actual quantities indicated in price schedule to be
followed while quoting.

24.2 For Electrical and all other items:-

During the execution of the contract, the Owner reserves the right to increase the
quantities of items without any ceiling limit under the contract without any
change in unit rate or other terms and condition of the contract.

For Civil works:-

During the execution of the contract, the Owner reserves the right to increase the
quantities of items under the contract with a ceiling limit of 25% for each of
the individual items without any change in unit rate or other terms and
condition of the contract.
For quantities exceeding 25%, of the tendered quantity of an item in the
DWA, the Contractor shall be paid at the rate entered in the Schedules of
rates (applicable for the area of the work and prevailing SR at the time of
award of contract) plus the overall percentage of the original tendered rates
over the updated estimate cost prevalent at the time of award of contract or
the unit rate quoted by the bidder as the case may be, whichever is lower
without any ceiling limit.
In case of overall percentage on updated estimate cost being minus, then for
quantities exceeding 25%, of the tendered quantity of an item in the DWA,
the contractor shall be paid at the Schedules of rates (applicable for the area
of the work and prevailing SR at the time of award of contract).

For both Electrical and Civil Works:-

If unit rates or prices for any such changes are not available in the contract,
the pricing of any such changes shall be calculated in accordance with the
KPWD/KPTCL schedule of rates or data rates as the case may be, whichever
is lower without any ceiling limit.

Further, the Owner reserves the right to order excess quantity not exceeding 10%
of the value of the total contract price with in one year after completion of the
contract and the Contractor shall supply the same, if ordered, at the same unit
rates of the contract. The Contractor shall make use of the materials available
with the Owner as and when the Contractor is asked to do so by the Owner and
the cost of those materials will not be paid to the Contractor.

24.3 The contract price shall accordingly be adjusted based on the unit
rates/FORD price available in the contract for the change in quantities as above.
The base unit rates, as identified in the contract shall however remain constant
during the currency of the contract, except as provided for in clause 33.0 below.

25.0 Packing, Forwarding and Shipment:

25.1 The Contractor, wherever applicable, shall after proper painting, pack and
crate all equipment in such a manner as to protect them from deterioration and
damage during rail and road transportation to the site and storage at the site till
the time of erection. The Contractor shall be held responsible for all damages due
to improper packing.

25.2 The Contractor shall notify the Owner of the date of each shipment from his
works, and the expected date of arrival at the Site for the information of the
Owner.

25.3 The Contractor shall also give all shipping information concerning the
weight, size and content of each packing including any other information the
Owner may require.
25.4 The following documents shall be sent by registered post to the Owner within
3 days from the date of shipment, to enable the Owner to make progressive
payments to the Contractor.

Application for Payment in the Standard format of the Owner

(3 copies)
Packing list (6 copies)
Pre-dispatch clearance Certificate if any (3 copies)
Test Certificate, wherever applicable (3 copies)
Insurance Certificate (3 copies)

25.5 The Contractor shall prepare detailed packing list of all packages and
containers, bundles and loose material forming each and every consignment
dispatched to site. The Contractor shall further be responsible for making all
necessary arrangements for loading, unloading and other handling right from his
works up to the site and also till the, equipment is erected, tested and
commissioned. He shall be solely responsible for proper storage and safe custody
of all equipment.
26.0 Co-Operation with other Contractors and Consulting Engineers:

The Contractor shall agree to cooperate with the Owner's other Contractors and
consulting engineers and freely exchange with them such technical information as
is necessary to obtain the most efficient and economical design and to avoid
unnecessary duplication of efforts. The Engineer shall be provided with three
copies of all correspondence addressed by the Contractor to other Contractors
and Consulting Engineers of the Owner in respect of such exchange of technical
information.

27.0 No Waiver of Rights:

Neither the inspection by the Owner or the Engineer or any of their officials,
employees, or agents, nor any order by the Owner or the Engineer for payment of
money or any payment for or acceptance of the whole or any part of the works by
the Owner or the Engineer, nor any extension of time, nor any possession taken
by the Engineer shall operate as a waiver of any provision of the contract, or of
any power herein reserved to the Owner or any right to damages herein provided
nor shall any waiver of any breach in the contract be held to be a waiver of any
other or subsequent breach.

28.0 Certificate not to affect right of Owner and liability of Contractor:

No interim payment certificate of the Engineer, nor any Sum paid on account by
the Owner, nor any extension of time for execution of the works granted by the
Engineer shall affect or prejudice the rights of the Owner against the Contractor
or relieve the Contractor of his obligation for the due performance of the contract,
or be interpreted as approval of the works done or of the equipment furnished and
no certificate shall create liability for the Owner to pay for alterations,
amendments, variations or additional works not ordered, in writing, by the
Engineer or discharge the liability of the Contractor for the payment of damages
whether due, ascertained, or certified or not or any Sum against the payment of
which he is bound to indemnify the Owner, nor shall any such certificate nor the
acceptance by him of any sum paid on account or otherwise affect or prejudice
the rights of Owner against the Contractor.

29.0 Training of Owner's Personnel:

29.1 VOID

29.2 VOID

29.3 VOID

30.0 Progress Reports and Photographs:

During various stages of the work in pursuance of the contract, the Contractor
shall at his own cost submit periodic progress reports as may be reasonably
required by the Engineer with such materials as, charts, net works, photographs,
test certificates, etc. Such progress reports shall be in the form and size as may
be required by the Engineer and shall be submitted in at least Three (3) copies.

31.0 Taking Over:

Upon successful completion of all the tests to be performed at site on

equipments/materials furnished by Owner/Contractor and erected by the
Contractor, the Engineer shall issue to the Contractor a taking over certificate as
a proof of the final acceptance of the equipment. Such certificate shall not
unreasonably be withheld nor will the Engineer delay the issuance thereof on
account of minor omissions or defects, which do not affect the commercial
operation and/or cause any serious risk to the equipment. Such certificate shall
not relieve the Contractor of any of his obligations which otherwise survive, by the
Terms and Conditions of the contract after issue of such certificate.

C. CONTRACT SECURITY AND PAYMENTS

32.0 Contract Performance Guarantee/ Guarantee:

32.1 As mentioned in clause 39.0, section-II, Instructions to Bidders (ITB)

Volume-I, the Successful Bidder to whom contract is awarded, shall furnish
Contract Performance Guarantee to the Owner within Fifteen (15) days of Owner's
notification of award of contract.

32.2 The Successful Bidder to whom the contract is awarded, shall be required to
furnish the contract performance guarantee in the form of a bank guarantee in
favour of the Owner as contract performance guarantee for faithful
performance of the contract in accordance with the Terms and Conditions
specified in the contract. The guarantee amount shall be equal to Ten percent
(10%) of the contract price OR Ten percent (10%) of the updated estimate cost if
the contract price is less than the updated estimate cost of the tender and the
guarantee shall be valid till expiry of 90 days after the end of the warranty period,
as referred to in clause 15.0, section-III, General Conditions of Contract GCC,
Volume-I.

32.3 The contract performance guarantee amount shall be unconditional and

irrevocable and the amount therein shall be payable to the Owner on demand
without any condition whatsoever.
32.4 The Contract Performance Guarantee shall additionally cover the following
Guarantees to the Owner.

a) The Contractor shall guarantee the successful and satisfactory operation of the
equipment supplied under the contract, as per the specifications and documents.

b) The Contractor shall furnish guarantee that the equipment provided by

it/its sub-vendors shall be free from all defects in design, material and
workmanship and that it shall, upon written Notice from the Owner, fully remedy,
free of expenses to the Owner, such defects as may develop under the normal use
of the said equipment within the period of guarantee / warranty specified in the
relevant Clause of Section-III, General Conditions of Contract GCC, Volume-I.

33.0 VOID

34.0 Payment:

34.1 The payment to the contractor for the performance of the works under the
contract will be made by the Owner as per the guidelines and conditions specified
herein and as per the payment terms stipulated vide clause no. 8.0 of Section –V,
Special Conditions of Contract- SCC, Volume-I. All payment made during the
contract shall be on account payments only. The final payment will be made on
completion of all works and on fulfillment by the Contractor of all his liabilities
under the contract.

34.2 Currency of Payment

All Payments under the contract shall be in Indian Rupees only.

34.3 Payment Schedule:

The Contractor shall prepare and ‘Submit to the Engineer for approval a
break up of the contract price. This contract price break-up shall be inter-linked
with the agreed detailed activity chart of the Contractor setting forth his starting
and completion dates for the various key phases of Works prepared as per
condition in Clause 12.0 of Section-III, General terms & Conditions-GCC,
Volume-I. Any payment under the contract shall be made only after the
Contractor’s Price break-up is approved by the Engineer.

34.4 Application for Payment:

 The Contractor shall submit application for the payment in the prescribed
proforma of the Owner. Proforma for application for payment is enclosed as
Annexure-VI. Each of such application shall state the amount claimed and shall
set forth in detail, in the order of the payment schedule, particulars of the works
including the works executed at site and of the equipment shipped/brought on to
the site pursuant to the contract up to the date mentioned in the application and
for the period covered since the last preceding certificate, if any. Every interim
payment certificate shall certify the contract value of the works executed up to the
date mentioned in the application for the payment certificate provided that no
sum shall be included in any interim payment certificate in respect of the works
that, according to the decision of the engineer, does not comply with the contract,
or has been performed, at the date of certificate prematurely.

34. 5 Mode of Payment:

Payment due on dispatch of equipment shall be made by the Owner

directly to the contractor as per the payment schedule mentioned in clause no.8
of SCC.

35.0 Deductions from Contract Price:

All costs, damages or expenses which the Owner may have paid, under the
contract for which the Contractor is liable, will be claimed by the Owner. All such
claims shall be billed by the Owner to the Contractor regularly as and when they
fall due. Such bills shall be supported by appropriate and certified vouchers or
explanations, to enable the Contractor to properly identify such claims. Such
claims shall be paid by the Contractor within thirty (30) days of the receipt of the
corresponding bills and if not paid by the Contractor within the said period, the
Owner may then deduct the amount, from any amount due or becoming due by
him to the Contractor under the contract or may be recovered by actions of Law
or otherwise.,

D. SPARES

36.0 SPARES:

36.1 All the spares for the equipment under the contract will, strictly confirm to
the specifications and documents and will be identical to the corresponding main
equipment /components supplied under the contract, and shall be fully
interchangeable.

36.2 All the mandatory spares covered under the contract shall be procured along
with the main equipment as a continuous operation and the delivery of the spares
will be effected along with the main equipment in a phased manner and the
delivery would be completed by the respective dates for the various categories of
equipment as per the agreed activity chart.

36.3 The quality plan and the inspection requirement finalized for the main
equipment will also be applicable for the corresponding spares.
36.4 The Contractor will provide the Owner with the manufacturing drawing,
catalogues, assembly drawings and any other document required by the Owner so
as to enable the Owner to identify the recommended spares. Such details will be
furnished to the Owner as soon as they are prepared but in any case not later
than six months prior to commencement of manufacture of the corresponding
main equipment.

36.5 The Contractor will provide the Owner with all the addresses and particulars
of his sub-suppliers while placing the order on vendors for items/
components/equipment, covered under the contract and will further ensure with
his vendors that the owner if so desires, will have the right to place order (s) for
spares directly on them on mutually agreed terms, based on offers of such
Vendors.

36.6 WARRANTY FOR SPARES:

36.6.1The Contractor shall warrant that all spares supplied will be new and in
accordance with contract documents and will be free from defects in design,
materials and workmanship and shall further guarantees as under:

For 3 years Operational Spares:

(Both Mandatory and Recommended):

a) For any item of spares ordered or to be ordered by the owner for 3 years
operational requirement of the plant which are manufactured as a continuous
operation together with the corresponding main equipment / component, the
warranty, will be 12 months from the scheduled date of commercial operation of
the last unit of main equipment under the contract. In case of any failure in the
original component / equipments due to faulty designs, materials and
workmanship, the corresponding spares parts, if any, supplied will be replaced
without any extra cost to the Owner unless a joint examination and analysis by
the Owner and the Contractor of such spare parts prove that the defect found in
the original part that failed, can safely be assumed not to be present in spare
parts. Such replaced spare parts will have the same warranty as applicable to the
replacement made for the defective original part component provided that such
replacement for the original equipment and the spare replaced are again
manufactured together. The discarded spare parts will become the property of the
Contractor as soon as they have been replaced by the Contractor.

b) For the item of spares ordered / to be ordered by the Owner for 3 years
operation requirements of the equipment, which with the written approval of the
Owner, are not manufactured as a continuous operation together with the
manufacture of the corresponding main equipment / component, will be
warranted for 6000 hrs of trouble free operation, if used within a period of 18
months (reckoned from the date of delivery at Site) However, if such spare parts
are put to use after 18 months of the delivery, at site then the guarantee of such
spares will stand valid till the expiry of 36 months from the scheduled date of the
completion of commissioning of the last unit of equipment -or 6000 hrs of trouble
free operation after such spares are put in service, whichever is earlier.

c) For Long Term Requirement:

For items of spares that may be ordered by the Owner to cover requirements
beyond 3 years of initial operation of the plant, the warranty will be till the expiry
of 6000 hrs of trouble free operation if used with in a period of 18 months from
the date of delivery at site. For items of spares that may be used after 18 months
from the date of delivery at site, the warranty period will be 12 months from the
date they are put to use or 6000 hrs of trouble free operation, whichever is earlier.

36.6.2 The warranty of spares that are not used within 18 months from
the respective dates of the delivery at site covered in para (b) & (c) above will,
however, be subject to the condition that all such spares have been stored
/maintained / preserved in accordance with Contractor’s standard recommended
practice, if any, and the same have been furnished to the Owner.

36.7 Void.

36.8 In addition to the mandatory spares, if the Owner further identifies certain
particular items of spares, the Contractor will submit the prices and delivery
quotations for such spares within 30 days of receipt of such request with validity
period for 6 months for consideration by the Owner and placement of order for
additional spares, if Owner so desires.

36.9 The Contractor shall guarantee the long term availability of spares to the
owner for the full life of the equipment covered under the contract. The Contractor
shall guarantee that before going out of production of spare parts of the
equipment, he shall give the Owner at least twelve (12) months advance notice so
that the latter may order his bulk requirement of spares, if he so desires. The
same provision will also be applicable to sub- contractor of any spares by the
Contractor or his Sub-Contractors. Further, in case or discontinuance of
manufacture of any spares by the Contractor or his Sub -Contractors, the
Contractor will provide the Owner, two years in advance full manufacturing
drawings, material specifications and technical information required by the owner
for the purpose of manufacture of such items.

36.10 Further in case of discontinuation of supply of spares by the

Contractor or his sub-Contractors, the Contractor will provide the Owner with full
information for replacement of such spares with other equivalent makes, if so
required by the Owner.

36.11 The prices of all future requirements of items of spares beyond 3 years
operational requirement will be derived from the corresponding ex-works price at
which the order for such spares have been placed by Owner as part of mandatory
spares or recommended spares. Ex-Works order price of future spares shall be
computed in accordance with the price adjustment provisions covered under the
main contract excepting that the base indices will be counted from the scheduled
date of successful completion of trial operation of the last equipment under the
main project and there will be no ceiling on the amount of narration in the prices.
The above option for procuring future long term requirement of spares by the
Owner shall remain valid for a period of 5 years from successful completion of
commissioning last unit of equipment.

36.12 The Contractor will indicate in advance the delivery, period of the items
of spares, which the Owner may procure in accordance with above sub-clause. In
case of emergency requirements of spares, the Contractor would make every effort
to expedite the manufacture and delivery of such spares on the basis of mutually
agreed time Schedule.

36.13 In case the Contractor fails to supply the mandatory recommended

or long terms spares in accordance with the terms stipulated above, the Owner
shall be entitled to purchase the same from alternate sources at the risk and the
cost of the Contractor and recover from the Contractor, the excess amount paid
by the Owner over the rates worked on the above basis. In the event of such risk
purchase by the Owner, the purchases will be as per the works and
procurement policy of the Owner prevalent at the time of such purchases and the
Owner at his option may include a representative of the Contractor in finalizing
the purchases.

36.14 It is expressly understood that the final settlement between the parties
in terms of relevant clauses of the bidding documents shall not relieve the
Contractor of any of his obligations under the provisions of long term availability
of spares unless otherwise discharged in writing by the Owner.

E. RISK DISTRIBUTION

37.0 Transfer of the Title:

37.1 The title of Owner Supplied Equipments/Materials will be with

KPTCL. These equipments/materials will be handed over to the Contractor for
erection, testing and commissioning duly obtaining an indemnity bond in
accordance with clause 11.2 of Section-V, Special Conditions of Contract-SCC,
Volume-I. This indemnity bond shall be furnished by the Contractor before
commencement of the supplies of Owner supplied equipments/materials and
shall be valid till the scheduled date of testing, commissioning and handing over
of the work back to the Engineer in accordance with Clause 9.0 of Section-V,
Special Conditions of Contract-SCC, Volume-I.

37.2 In order to enable the Contractor to carry out his obligation under the
contract such as receipt at site, storage, erection, testing, etc., the Owner shall
hand over (wherever applicable) the goods to the Contractor against an indemnity
bond in the format enclosed as Annexure- VIII & IX.

37.3 For Contractor Supplied Equipment/Materials :

37.3.1 Transfer of the title in respect of equipment and materials supplied by
the Contractor to the KPTCL pursuant to the terms of the contract shall pass on
to the KPTCL with negotiation of dispatch documents.

37.3.2 This transfer of title shall not be construed to mean the acceptance
and the consequent "Taking Over" of equipment and materials. The Contractor
shall continue to be responsible for the quality and performance of such
equipment and materials and for their compliance with the specifications until
"Taking Over" and the fulfillment of guarantee provisions of this Contract.

37.3.3 This transfer of title shall not relieve the contractor from the
responsibility for all risks of loss or damage to the equipment and materials as
specified under the clause entitled ‘insurance' of this section.

37.3.4 In order to enable the contractor to carry out its obligation under the
contract such as receipt at site, storage, erection, testing, etc., the owner shall
hand over (wherever applicable) the goods to the contractor against an Indemnity
Bond in the format enclosed as Annexure VIII & IX. The Contractor shall be fully
responsible for the safety of the goods while the same are under his custody as
above.

37.4 The Contractor shall be fully responsible for the safety of all the
equipments/ materials while the same are under his custody as above until
“Taking Over of the Stations” by the Owner in accordance with Clause 9.0 of
Section-V, Special Conditions of Contract-SCC, Volume-I.

38.0 Insurance:

38.1 The Contractor at his cost shall arrange, secure and maintain all insurance
as may be pertinent to the works and obligatory in terms of law to protect his
interest and interests of the Owner against all perils detailed herein. The form and
the limit of such insurance as defined herein together with the under-writer in
each case shall be acceptable to the Owner. However, irrespective of such
acceptance, the responsibility to maintain adequate insurance coverage at all time
during the period of contract shall be of Contractor alone. The Contractor's failure
in this regard shall not relieve him of any of his contractual responsibilities and
obligations. The Contractor shall, however, be authorized to deal directly with
insurance company or companies and shall be responsible in regard to
maintenance of all insurance covers. Further the insurance should be in freely
convertible currency.

38.2 Any loss or damage to the equipment during handling, transportation,

storage, erection, putting into satisfactory operation and all activities to be
performed till the successful completion of commissioning of the equipment shall
be to the account of the Contractor. The Contractor shall be responsible for
preference of all claims and make good the damages or loss by way of repairs
and/or replacement of the equipment, damaged or lost. The transfer to title shall
not in any way relieve the Contractor of the above responsibilities during the
period of contract. The Contractor shall provide the Owner with copies of all
insurance policies and documents taken out by him in pursuance of the contract.
Such copies of documents shall be submitted to the Owner immediately after
such Insurance coverage. The Contractor shall also inform the Owner in writing at
least sixty (60) Days in advance regarding the expiry /cancellation and/or change
in any of such Documents and ensure revalidation, renewal etc. as may be
necessary well in time.

38.3 The perils required to be covered under the insurance shall include,
but not be limited to fire and allied risks, miscellaneous accidents (Erection risks)
Workman compensation risks, loss or damage in transit, theft, pilferage, riot and
strikes and malicious damages, civil commotion, weather conditions, accidents of
all kinds, etc. The Scope of such insurance shall be adequate to cover the
replacement/reinstatement cost of the equipment for all risks up to and including
delivery of goods and other costs till the equipment is delivered at site. The
insurance polices to be taken should be on replacement value basis and/or
incorporating escalation clause. Notwithstanding the extent of insurance cover
and the amount of claim available from the underwriters, the Contractor shall be
liable to make good the full replacement/ rectification value of all
equipment/materials and to ensure their availability as per project requirements.

38.4 All costs on account of insurance liabilities covered under the contract will
be on Contactor's account and will be included in Contract Price. However, the
Owner may from time to time, during the pendency of the contract, ask the
Contractor in writing to limit the Insurance coverage, risks and in such a case,
the parties to the contract will agree for a mutual settlement, for reduction in
contract price to the extent of reduced premium amount. The Contractor, while
arranging the insurance shall ensure to obtain all discounts on premium that
may be available for higher volume or for reason of financing arrangement of the
project.

38.5 The Clause entitled 'Insurance' under the Section-IV, Erection Conditions of
Contract-ECC, Volume-I covers the additional Insurance requirements for the
portion of the Works to be performed at the Site.

39.0 Liability for Accidents and Damages:

Under the contract, the Contractor shall be responsible for loss or damage to the
plant / structures until the successful completion of commissioning as defined
else where in the bid document.

40.0 Delays by Owner or his Authorised Agents:

40.1 In case the Contractor's performance is delayed due to any act of omission
on the part of the Owner or his authorised agents, then the Contractor shall be
given due extension of time for the completion of the works, to the extent such
omission on the part of the Owner has, caused delay, in the Contractor's
Performance of the Contract. Regarding reasonableness or otherwise of the
extension of time, the decision of the Engineer shall be final.
40.2 In addition, the Contractor shall be entitled to claim demonstrable and
reasonable compensation if such delays have resulted in any increase in cost. The
Owner shall examine the justification for such a request for claim and if
satisfied, the extent of compensation shall be mutually agreed depending
upon the circumstances at the time of such an occurrence.

41.0 Demurrage, Wharfage, Etc.

All demurrage, wharfage, and other expenses incurred due to delayed clearance of
the material or any other reason shall be to the account of the Contractor.

42.0 Force Majeure:

42.1 Force majeure is herein defined as any cause which is beyond the
control of the Contractor or the Owner as the case may be, which they could not
foresee or with a reasonable amount of diligence could not have foreseen and
which substantially affects the performance of the contract, such as:

a) Natural Phenomena, including but not limited to Floods, Droughts,

Earthquakes and Epidemics.

b) Acts of any Government, domestic or foreign, including but not limited to

War, declared or undeclared, Priorities, Guarantees, and Embargoes. Provided
either party shall, within fifteen (15) days from the occurrence of such a cause,
notify the other in writing of such causes.

42.2 The Contractor or the Owner shall not be liable for delays in performing his
obligations resulting from any Force Majeure cause as referred to and/or defined
above. The date of completion will subject to hereinafter provided, is extended by
a reasonable time even though such cause may occur after Contractor's
Performance of obligation has been delayed due to other causes.

42.3 Bankruptcy:

If the Contractor shall become bankrupt or otherwise insolvent or have a

receiving order made against him or compound with his creditors, or being a
corporation, commence to be wound up, not being a voluntary winding up for the
purpose only of amalgamation/ reconstruction, or carry on its business under a
receiver for the benefit of its creditors or any of them, the Owner will be at liberty:

a) To terminate the contract forthwith by notice in writing to the liquidator or

receiver or to any persons in whom the contract may become vested and to act in
the manner provide in Clause 44.0 infra titled 'Contractor's Default Liabilities', as
though the last mentioned notice has been the notice referred to in such clause
and the equipment materials and works have been taken out of the Contractor's
hands;
b) To give such liquidator, receiver, or other persons the option of carrying out
the contract subject to his providing a guarantee, for the due and faithful
performance of the contract, up to an amount, to be determined by the Owner.

43.0 Suspension of Work:

43.1 The Owner reserves the right to suspend and reinstate execution of the
whole or any part of the works without invalidating the provisions of the contract.
Orders for suspension or reinstatement of the works will be issued by the
Engineer to the Contractor in writing. The time for completion of the works will be
extended for a period equal to duration of the suspension.

43.2 Any necessary and demonstrable cost incurred by the Contractor as a

result of such suspension of the works will be paid by the Owner, provided such
costs are substantiated to the satisfaction of the Engineer. The Owner shall not be
responsible for any liabilities if suspension or delay is due to some default on the
part of the Contractor or his Sub- Contractor.

44.0 Contractor's Default

44.1 If the Contractor shall neglect to execute the works with due diligence
and expediency or shall refuse or neglect to comply with any reasonable Order
given to him, in writing by the Engineer in connection with the works or shall
contravene the provisions of the contract, the Owner may give notice in writing to
the Contractor to make good the failure / neglect or contravention complained of.
Should the Contractor fail to comply with the notice within thirty (30) days from
the date of serving the notice, then and in such case the Owner shall be at liberty
to employ other workmen and forthwith execute such part of the works as the
Contractor may have neglected to do or if the Owner shall think fit, without
prejudice to any other right he may have under the contract to take the work
wholly or in part out of the Contractor’s hands and re-contract with any other
persons or persons to complete the works or any part thereof and in that event
the Owner shall have free use of all Contractor’s equipment that may have been at
the time on the site in connection with the works without being responsible to the
Contractor for fair wear and tear thereof and to the exclusion of any right of the
Contractor over the same, and the Owner shall be entitled to retain and apply
balance which may otherwise be due on the Contract by him to the Contractor, or
such part of the works or of completing the works as the case may be. If the cost
of completing the works or executing a part there of as aforesaid shall exceed the
balance due to the Contractor, the Contractor shall pay such excess amount.
Such payment of excess amount shall be independent of the Penalty for delay,
which the Contractor shall have to pay if the completion of works is delayed.

44. 2 In addition, such action by the Owner as aforesaid shall not relieve the
Contractor of his liability to pay Penalty for delay in completion of works as
defined in Clause 14.0 of this Section.
44.3 Such action by the Owner as aforesaid the termination of the contract
under this clause shall not entitle the contractor to reduce the value of the
contract performance guarantee nor the time thereof. The contract performance
guarantee shall be valid for the full value and for the full period of the contract
including guarantee period.

45.0 Termination of Contract on Owner's Initiative

45.1 The Owner reserves the right to terminate the contract either in part or in
full due to reasons other than those mentioned under clause entitled contractor's
default. The Owner shall in such an event give fifteen (15) days notice in writing to
the Contractor of his decision to do so. The Contractor, upon receipt of such
notice, shall discontinue the work on the date and to the extent specified in the
notice, make all reasonable efforts to obtain cancellation of all orders and
contracts to the extent they are related to the work terminated and terms
satisfactory to the Owner. Stop all further Sub-Contracting or purchasing activity
related to the work terminated, and assist the Owner in maintenance, protection,
and disposition of the works acquired under the contract by the Owner.

45.2 In the event of such a termination the Contractor shall be paid the amount
due to him for the work already under taken. If the Contractor is an individual or
a proprietary concern and the individual or the proprietor dies and if the
Contractor is a partnership concern and one of the partners dies, then unless the
Owner is satisfied that the legal representatives of the individual Contractor or of
the proprietor of the propriety concern and in the case of partnership, the
surviving partners, are capable of carrying out and completing the contract, the
Owner shall be entitled to cancel the contract as to its incomplete part without
being in any way liable to payment of any compensation to the estate of deceased
Contractor and/or to the surviving partners of the Contractor's Firm on account
of the cancellation of the contract except the amount which has already become
due and payable. The decision of the Owner that the legal representatives of the
deceased Contractor or surviving partners of the Contractor, cannot carryover and
complete the contract, shall be final and binding on the parties. In the event of
such cancellation the Owner shall not hold the estate of the deceased Contractor
and/or the surviving partners of the Contractor’s firm liable to damages for not
completing the contract.

45.3 Delays in the Contractor's Performance:

Delay by the Contractor in the performance of his obligations under the
contract shall render the Contractor liable for any, or all of the following
sanctions:

a. Forfeiture of his Performance Guarantee.

b. Imposition of Penalty and/or
c. Termination of Contract for default as detailed herein.

If, at any time during performance of the contract, the Contractor or his Sub-
Contractor(s) should encounter conditions impending timely delivery of the goods
and for performance of services, the Contractor shall promptly notify the Owner,
in writing, of the fact of the delay, its likely duration and its cause(s). Upon receipt
of the Contractor's request, the Owner shall evaluate the situation and may, at
his discretion, extend the time for performance, in which case the extension shall
be ratified by an amendment to notification of Award/Contract Agreement.

46.0 Frustration of Contract:

46. 1 In the event of frustration of the contract because of supervening

impossibility in terms of Section 56 of the Indian Contract Act, the parties shall be
absolved of their responsibility to perform the balance portion of the contract,
subject to provisions contained in sub-clause 46.3 below.

46.2 In the event of non-availability or suspension of funds for any reasons

whatsoever (except for reason of willful or flagrant breach by the Owner) and or
Contractor then the work under the contract shall be suspended. Further more, if
the Owner is unable to make satisfactory, alternative arrangements for financing
to the Contractor in accordance with the terms of the contract within three
months of the event, the parties hereto shall be relieved from carrying out further
obligations under the contract treating it as frustration of the contract.

46.3 In the events referred to in Sub-Clauses 46.1 and 46.2 above, the
parties shall mutually discuss to arrive at reasonable settlement on all issues
including amounts due to either party for the work already done on "Quantum
Merit" basis that shall be determined by mutual agreement between the parties.

47.0 Grafts and Commissions etc:

Any graft, commission, gift or advantage given, promised or offered by or on behalf
of' the Contractor or his Partner, Agent, Officers, Director, Employee or Servant or
any one on his or their behalf in relation to the obtaining or to the execution of
this or any other contract with the Owner, shall in addition to any criminal
liability which it may incur subject the Contractor to the cancellation of this and
all other Contracts and also to payment of any loss or damage to the Owner
resulting from any cancellation. The Owner shall then be entitled to deduct the
amount so payable from any money otherwise due to Contractor, under the
Contract
F. RESOLUTION OF DISPUTES

48.0 Settlement of disputes:

48.1 Any dispute(s) or difference(s) arising out of or in connection with the

Contract shall, to the extent possible, be settled amicably between the Parties.

48.2 If any dispute or difference of any kind whatsoever shall arise between
the Owner and the Contractor, arising out of the contract for the performance of
the works whether during the progress of the works or after its completion or
whether before or after the termination, abandonment or breach of the contract, it
shall, in the first place, be referred to and settled by the Engineer, who, within a
period of thirty, (30) days after being requested by either Party to do so, shall give
written notice of his decision to the Owner and the Contractor.

48.3 Save as hereinafter provided, such decision in respect of every matter so

referred shall be final and binding upon the parties until the completion of the
works and shall forthwith be given effect to by the contractor who shall proceed
with the works with all due diligence.

48. 4 During settlement of disputes and Court Proceedings, both parties

shall be obliged to carryout their respective obligations under the contract.

49.0 Reconciliation of Accounts:

The Contractor shall prepare and submit every six months, a statement covering
payments claimed and the payments received vis-a-vis the works executed, for
reconciliation of accounts with the Owner. The Contractor shall also prepare and
submit a detailed account of Owner issued materials received and utilised by him
for reconciliation purpose in a format to be discussed and finalized with the
Owner before the award of contract.

50.0 Inspection and Tests:

50.1 The Owner or his representative shall have the right to inspect and/or
to test the goods to confirm their conformity to the contract. The special
conditions of contract and/or the technical specifications shall specify the
inspections and tests the Owner requires to be done and the place where they are
to be conducted. The Owner shall notify the Supplier/Contractor in writing on the
identity of any representatives authorised for these purposes.

50.2 The inspection and tests may be conducted on premises of the

Supplier/Contractor or its Sub-Contractor at point of delivery and/or at the goods
final destination. When conducted on the premises of the Supplier/ Contractor/
his Sub-Contractor, all reasonable facilities and assistance including access to
drawings and production data shall be furnished to the inspectors at no charge to
the Owner.
50.3.1 Should any inspected or tested goods fail to conform to the
specifications, the Owner may reject them and the Supplier / Contractor shall
either replace the rejected goods or make all alterations necessary to meet
specification requirements free of cost to the Owner. Should the Contractor/ his
Sub-Supplier fails to offer materials/ equipment for inspection on the specified
date or the materials fails during the test, all the expenses incurred by, the Owner
for subsequent inspections should be borne by the Contractor.

50.3.2 The levy of re-inspection charges on the default firms when KPTCL
Officers are deputed for 2nd time for inspection of materials/equipment which
were not ready for inspection on first visit or materials rejected on first time as
follows:
 (a) Rs.15000/- per man, per day + applicable CGST, SGST, IGST,
UTGST prevailing/ applicable on the day of inspection + any other Tax as per
statutory requirement.
/PLUS/
(b) Actual To & Fro charges by Air/Train/Bus. (as the case may be)

50.4 The Owner's right to inspect, test and, where necessary, reject the
goods after the arrival of the goods shall in no way be limited or waived by reason
of the goods having previously been inspected, tested and passed by the Owner or
his representative prior to the goods transportation.

50.5 Nothing in Clause 50.1 to 50.4 shall, in any way, release the Supplier /
Contractor from any warranty or other obligations under this contract.

51.0 Consortium :

51.1 In case of Bids where the Bidder has Associated with Consortium
partners and establishes satisfactory fulfillment of the qualification requirements
stipulated in the bid documents based on the experience of such Consortium,
then such Consortium shall be, jointly and severally, bound with the Bidder and
responsible to the Owner for successful performance of the contract. Such
document shall be addressed to the Owner and shall be signed by such
Consortium Partners. The model format of the above document is enclosed as
Annexure – XI for Consortium .

51.2 VOID.

52.0 Notices:
52.1 Any notice given by one party to the other, pursuant to contract, shall be
sent in writing by registered post with acknowledgement due or fax. Fax notice
shall be confirmed in writing to the address specified in the Contract and
Superintending Engineer Elecy. of Transmission Circle concerned.

52. 2 Notice(s) shall be deemed to have been duly and properly served upon
the parties hereto, if sent by any of the above-mentioned methods to the address
mentioned in the contract and Superintending Engineer Elecy. of
Transmission Circle concerned.

52.3 A notice shall be effective when issued by one of the above-mentioned

means or on the notice's effective date, whichever is later.