GENERAL TERMS & CONDITIONS

1 Definitions: Person, directly or indirectly, whether by

contract, any voting arrangements or
1.1 In construing the Contract, the otherwise, or (b) to vote ten percent (10%) or
following words and expressions shall have more of the securities or beneficial ownership
the meanings hereby assigned to them: interests having ordinary voting power [for the
election of directors or managing general
“Abandon” means either partners.
(i) Contractor substantially ceases performance
of the Services for a period of 10 Business
“Applicable Law” or “Law” means (i) all
Days or longer for any reason other than: laws, statutes, codes, treaties, ordinances,
- the occurrence of an event of Force rules, regulations, legislations, by-laws;
Majeure; or (ii) judgments, decrees, award,
- the issuance of instructions by determination, ruling, injunctions, writs
Company to suspend performance of the and orders of any court, arbitrator or
Services pursuant to Clause 13. Government Authority having jurisdiction
(ii) a failure by Contractor to resume over performance of the Works (including
performance of the Services within 10 any Supplies and Services); (iii) any
Business Days after: regulatory policy, ruling, circular,
- receipt of Notice pursuant to Clause
notification, interpretation of guideline of
13 instructing Contractor to resume Services
suspended by Company; or
any Government Authority; and (iv) any
the termination or cessation of an event of Applicable Permit, as may be in effect at
Force Majeure; or the time of performance of the Works
(iii) a failure by Contractor to achieve any (including any Supplies and Services) by
Milestone within 10 Days following the the Contractor.
applicable Milestone Date;
“Applicable Permit” shall mean any consent,
“Advance Payment” shall mean the Payment registration, licence, approval, permit or other
to be made before the commencement of authorisation of whatsoever nature which is
Works will be entitled to deduct twenty required to be granted by any Governmental
percent (20%) or such other amount as may be Authority, for such matters as may be
specified in the Special Terms of the Contract necessary in connection with the work,
from all amounts otherwise payable to Services and /or to be maintained in
Contractor under this Contract until such time connection with construction of the site for
as Company has recovered the entire Advance Project, installation, fabrication and erection,
Payment OR an advance bank guarantee to be the performance of the Works (including any
furnished by the Contractor to the Owner Supplies and Services) by the Contractor’s
towards the amount of advance payments and/or the Owner’s obligations under this
made to the Contractor. Contract.

“Affiliate” means, with respect to any Person, “Claims” shall mean any and all claims,
such other Person as controls, is controlled by demands, liens, judgments, awards, remedies,
or is under common control with (whether debts, liabilities, damages, injuries, costs,
directly or indirectly or through one or more losses, legal and other expenses, or causes of
intermediaries), such Person. For purposes of action of whatsoever nature, including,
this definition, “control” means, with respect without limitation, those claims made or
to any Person, the power (a) to direct or cause enjoyed by dependants, heirs, claimants,
the direction of the management of such executors, administrators, successors or

Page 1 of 41
assigns, in whatever jurisdiction the foregoing
may arise. “Contract” means this agreement as of date
hereof, including recitals, Schedules, these
“Commencement Date” shall mean the Conditions and attachments hereto as may be
required date for commencement of the Works amended, supplemented or modified in
at the Site. The Contractor shall ensure that it accordance with the provisions hereof.
is in position ready to commence the together with any and all , appendices,
Contracted Works no later than the schedules, addendums and amendments
Commencement Date. hereto, signed by the authorized representative
of the Parties shall be deemed to be read as an
“Commissioning” shall mean successful integral part of this Contract.
commercial operation of the Facility
(including fully functional equipment), and “Contract Price” shall mean the sum stated in
demonstration of performance guarantees as Schedule …. (Compensation Schedule) hereto
defined in Schedule … - Technical as the all-inclusive, lumpsum and fixed sum of
Specifications, which includes but is not the amounts payable to the Contractor for the
limited to the activities to be satisfactorily execution of the Works (including any
completed under the Facilities Scope for Supplies and Services).
commissioning of the Facilities including the
performance test run, if any and/or any other “Contractor” shall mean [•].
requirements under this Contract and Scope of
Work (Schedule …), during the period of time “Contractor Group” shall mean and include
following completion of the Services, Contractor, its Affiliates and its and their sub-
Mechanical Completion of the Facilities and contractors and contractors of any tier and its
the Contractor demonstrates the laid down and their respective Affiliates and
performance standards in accordance with this shareholders, officers, directors, employees,
Contract and a Commissioning Certificate is agents, consultants, servants and insurers, of
issued by the Company to the Contractor as the foregoing.
documentary evidence of successful
commissioning. “Contractor’s Documents” shall mean and
include, whether in digital format or in
“Commissioning Certificate will mean hardcopy, all documents relating to the Works,
certificate issued by the Owner to the Supplies and Services, calculations, computer
Contractor upon successful Commissioning of software (programs), computer media,
the entire Project. samples, patterns, models, and design
documents (including documents provided by
“Completeness” shall mean any scope of the Contractor) and other manuals as well as,
Work(s) which may or may not be specifically all other data and information to be submitted
mentioned in this Contract but is required for by the Contractor and shall include without
the completion of the Project/Facility and/or limitation, data sheets, test results, plans, bills
safe, trouble free, normal operation, shall be of materials and estimates.
done free of cost to the Owner/Company,
unless expressly excluded in this Contract. “Contractor's Equipment” shall mean all
plant, equipment (including, if applicable,
“Completion Date” shall mean the required marine vessels), materials and supplies
date for completion of the Work, i.e. … provided by the Contractor Group (whether
months from the Commencement Date. owned, leased or hired) in connection with the
performance of the Work (including, without
“Conditions” shall mean these General Terms limitation, those referred to in the Scope of
and Conditions as provided under this Works (including any Scope of Supplies and
document. Scope of Services) and whether or not for
incorporation in the Project.
“Contingency Plan” shall mean and refer to
the execution process as laid down in Schedule “Data” means all reports, studies, designs and
… (HSE Policy) other information, documentation and
Page 2 of 41
materials as may be prepared, created or same is carried out under a permit; destruction
developed by the Contractor as a result of the of wildlife; pollution of groundwater or
Work or in accordance with this Contract. surface water; land contamination; air
pollution; noise pollution; bush fire; disruption
“Deleterious Material”, in the context of to water supplies or to natural drainage or
supply of Materials, shall mean any element, natural flow of rivers or streams; and damage
compound, grade or such other material or to archaeological, paleontological or cultural
make and/or type of the goods which is not sites and includes any damage or injury to, or
part of standard Specification as per the destruction of, soil or water in their physical
Contract and which is likely to cause or may in aspects together with vegetation associated
general probability cause harm or damage to therewith, aquatic or terrestrial mammals, fish,
the operations of the Owner and also restricts avi-fauna or any plant or animal life whether
or affects performance of the goods as per the in the sea or in any other water or on, in or
desired / industry / specified standards. under land or any other damage under
Applicable Law;
“Demobilisation” means:
“Facilities Scope” or “Integrated Facilities
(i) with respect to Scope of Work, the actions Scope” means those elements of the Services
to be taken by Contractor following the set out in Schedule … - Scope of Work that
completion of the Scope of Work (Schedule relate to the engineering, design, procurement,
…), including the removal of all Contractor construction and Commission and
Items and personnel from the Site, the Completeness of Facilities;
performance of any necessary Site restoration,
and the completion of any necessary “Good and Workmanlike Manner” means
formalities for the export from India of any supplies, services and works performed in a
Contractor Items, all to the satisfaction of the manner deemed proficient by those with the
Company’s Representative. The date of special skill, knowledge, training, and
completion of Demobilisation with respect to experience concerning services similar in
the Scope shall be the date on which the nature to the Supplies, Services and the Works
Company agrees that such Demobilisation has and will include Good Industry Practices;
been completed;
“Good Industry Practice” shall mean the
(ii) with respect to the Facilities Scope, the exercise of that degree of skill, diligence and
actions to be taken by Contractor following the prudence which would reasonably and
completion of the Facilities Scope as described ordinarily be expected from a skilled and
in Schedule … – Scope of Work, including the experienced Contractor applying the standards
performance of any necessary Site restoration, generally adopted by reputed international/
and the completion of any necessary national Contractors, equipment manufacturers
formalities for the export from India of the and operators in the construction or operation
Contractor Items, all to the satisfaction of the of the Facility or the manufacture of
Company’s Representative. The date of equipment therefore, except insofar as (i)
completion of Demobilisation with respect to necessary to comply with any Applicable Law
the Facilities Scope shall be the date on which and/or Applicable Permits or (ii) reasonably
the Company agrees that such Demobilisation appropriate to take account of the location of
has been completed; or meteorological conditions affecting the Site
or conditions.
“Defect” means any non-compliance with the
requirements of this Contract including those “Governmental Authority” shall mean any
specified in the Scope of Work including but governmental department, state or local
not limited to those listed in Schedule … - authority, commission, board, bureau, agency,
(Scope of Work). regulatory authority, instrumentality, court or
“Effective Date” shall mean the date of the other judicial or administrative body, central,
Contract; state, provincial or local having jurisdiction
over the matter or matters in question.
“Environmental Damage” includes soil
erosion; removal of vegetation, unless the
Page 3 of 41
“GST” means Goods and Services Tax Mobilisation shall be as certified in writing by
leviable on the supply of goods and/or services the Company’s Representative;
and includes Central Goods and Services Tax,
State/ Union Territory Goods and Services “Performance Acceptance” means the
Tax, Integrated Goods and Services Tax, State acceptance by the Owner of final Performance
Compensation Cess, payable under the of the Project pursuant to the conditions set
Applicable Law. out hereof and more particularly specified in
Schedule [•].
“Key Personnel” means any member of the
Contractor’s Personnel who, in the reasonable “Performance Guarantees” means the
opinion of the Company, performs an guaranteed levels of performance of the
important role in the performance of the Work Project with respect to net output as set out in
and shall include, without limitation, any Schedule … - (Technical Specifications)
project manager, supervisory staff, project
engineer or lead discipline engineer. “Performance Guarantee Tests” shall mean
the tests to be conducted so as to establish
“Material” shall mean the goods, equipment, Performance Guarantees in the manner hereto.
or products (or parts thereof) to be purchased
or to be supplied in accordance with this “Personnel” shall mean any personnel
Contract and as required for Completeness. provided by Contractor and/or Sub-contractor
and utilized to complete Works at the specified
“Mechanical Completion” shall mean that all / agreed location.
equipment has been erected on their respective
foundations including electrical, piping and “Pre-Commissioning” shall mean the testing,
instrumentation/ structural items etc., and load checking and other requirements specified in
trial/testing has been completed and the Schedule …- Scope of Work that is to be
Facility is ready for commissioning in carried out by the Contractor in preparation for
accordance with Schedule [•]. Mechanical Completion and thereafter
successful Commissioning as provided in this
“Milestones” means the key stages set out in Contract;
Schedule …; “Project / Facility” Building and bringing
“Milestone Date” means the date by which into commercial operation a ... with an annual
Contractor guarantees that it will achieve a capacity of … successfully commissioned with
Milestone as set out in Schedule … – demonstration of related performance
Milestones, Milestone Dates and Liquidated guarantees and utilities at ...
Damages;
“Provisional Completion” shall mean the
“Mobilisation” means the actions to be taken successful completion of the Reliability Run
by Contractor to mobilise all Personnels, as defined in Schedule … (Technical
workmen, employees, other Contractor Items, Specifications).
subcontractors (its personnel, workmen and
employees) and other matters necessary for “Owner” or “Company” shall mean [•]
Contractor to perform the Services and the
Works and will include the obtaining of all “Owner Group” shall mean and include
necessary Applicable Permits (other than Owner and its Affiliates.
Applicable Permits for which Company is
responsible pursuant to this Contract) and the “Representative” in respect of the Owner and
completion of system installation and the Contractor to include the persons so
calibration, instrument tests, and other pre- identified on the Contract as their
operation tests to the satisfaction of the representative or such other person(s) notified
Company Representative such that Contractor by the Owner or the Contractor in writing to
is ready to commence performance of the the other from time to time, which will include
Services and Works in accordance with this amongst others consultants engaged by the
Contract. The date of completion of Party or any Affiliate of the Contractor having
commonality of interest with the Contractor.

Page 4 of 41
"Scope of Work" shall mean the scope of penalties or additions to tax and interest on
work set out in Schedule …. and any such penalties and additions to tax together
amendment thereto made in accordance with with any other statutory charges which may be
the terms of the Contract. payable by the Contractor, its Sub-Contractors
and any of their employees, levied under the
“Services” means the Personnel to be Applicable Law.
provided by Contractor and the work to be
carried out as specified in the Contract and “Technical Specifications” means the
more specifically identified in Schedule [•]. document, so entitled, appearing in Schedule
Provided however, that the same shall not …. hereto, setting out a description of the
include purchase / sale of Material. Works and detailed specifications.

“Site” shall mean the actual place or places, “Term” for the Contract shall mean the period
provided or made available by the Owner commencing from the Effective Date and
where Owner wants the Contractor to supply expiring upon completion of all obligations
the Material and/or plant and/or equipment specified herein.
and/or provide the Services. For the purpose of “Trade Usage” refers to generally accepted
this Contract, the Site shall be practice or norms in relation to expected
“……………………..” standards, permissible deviation,
“Specification” includes the scope or internationally accepted scientific data,
technical parameters of the Material and/or foreseeable consequences attributable to
Services and/or Works and/or those deviation beyond permissible deviation
requirements regarding the standard of established over a period of time in course of
Contractor's Equipment and the level of commercial dealing between the parties to this
Services required, as set out in the Contract. Contract or their associates.

“Sub-Contractor” shall mean any Person to “Works” shall mean all work to be performed
whom the Contractor has sub-let any part of by the Contractor as provided for under the
the Work, with due permission of the Owner. Contract, including, without limitation, the
provision of all materials, Supplies, Services,
“Supplies” shall mean and include all equipment, erection, installation, and
supplies, equipment’s, materials, consumables, successful commissioning thereof to the
spare parts, which are to be supplied by the satisfaction of the Owner and as required in
Contractor under the Contract for the accordance with the Contract.
completion of Works.
1.2 Interpretation:
“Taking Over” means the taking over of care In this Contract:
custody and control of the Facility by the 1.2.1 Headings are for convenience only and
Owner pursuant to Clause 35 hereof. shall not govern or affect the interpretation of
the Contract;
“Tax” or “Taxes” shall include all taxes, 1.2.2 Except where the context otherwise
including income tax, withholding tax, requires, references to one gender include all
dividend distribution tax, capital gains tax, genders and the singular includes the plural
fringe benefit tax, GST, customs duty, wealth and vice versa;
tax, gift tax, franchise, property, use, 1.2.3 Except where the context otherwise
employment, license, occupation tax, requires, references to any enactment shall
governmental charges, fees, cesses, levies or include references to such enactment as re-
assessments or other taxes, levies, fees, stamp enacted, amended or extended and any sub-
duties, statutory gratuity and provident fund ordinate legislation made under it;
payments or other employment benefit plan 1.2.4 References to persons include
contributions, withholding obligations and companies, corporations, partnerships,
similar charges levied under Applicable Law associations, and other organizations whether
and shall include any interest, fines, and or not having a separate legal personality;
penalties related thereto and, with respect to 1.2.5 Except where otherwise indicated,
such taxes, any estimated tax, interest and reference to clauses, sub-clauses, recitals and
Page 5 of 41
Schedules shall be to the clauses, sub-clauses, Services as detailed in Schedule … - Scope of
recitals and Schedules of this Contract; Work and as may be necessary to perform its
1.2.6 "including" means "including without obligations hereunder in a professional
limitation"; manner.
1.2.7 If the day on which any act, matter or
thing is to be done under or pursuant to this (ii) It has all the requisite power, authority and
Contract is not a business day as per Trade approvals required to enter into this Contract
Usage, that act, matter or thing shall be done and will have all the requisite power, authority
on the preceding business day. to perform fully each and every obligation
1.2.8 Unless specifically provided under this Contract.
otherwise, the words ‘herein’, ‘hereof’,
‘hereto’, ‘hereinafter’ and ‘hereunder’, and (iii) This Contract has been duly executed and
words of similar import, refer to this Contract delivered by its duly authorized
as a whole, and not only to the specific representatives and constitutes its legal, valid
provision in which such words are set forth. and binding obligation enforceable against it
1.2.9 In the event of any inconsistency or in accordance with its terms.
discrepancy between these General Terms & (iv) The execution, delivery and performance
Conditions as provided under this document of this Contract and all instruments or addenda
and any other Schedule(s) forming part of the required hereunder by it does not contravene,
Contract, then Parties shall first endeavour to violate or constitute a default of or require any
harmoniously construe these Conditions and in consent under the provisions of any other
case, such harmonious construction is not agreement or instrument to which it is bound,
feasible in the opinion of Owner, then the including the constitutional documents thereof,
terms of the main agreement shall prevail. or any order, judgment, decree or injunction of
1.2.10 The Contract is the result of any court of law.
negotiations between the Parties, and has been
reviewed by the Parties and their respective (v) No order has been made or petition
counsel. Accordingly, the Contract shall be presented for the bankruptcy protection,
deemed to be the product of the Parties, and winding up (including any petition for
there shall be no presumption that an voluntary winding up) or dissolution thereof
ambiguity should be construed in favor of or against it, or its affiliates.
against any Party solely as a result of such
Party’s actual or alleged role in the drafting of (vi) It shall maintain high professional
the Contract. standards to ensure performance of this
1.2.11 The recitals set forth in the Contract are Contract as per best business practices and in
and for all purposes shall be interpreted as full compliance with statutory obligations.
being an integral part of this Agreement,
constituting acknowledgments (vii) It has absolute right, title and interest in
and agreements by and between the parties and to all registered or unregistered patents,
hereto, and are incorporated in copyrights, trade names, trademarks, service
this Contract by this reference. Recitals shall marks, logos symbols and other proprietary
have the same contractual and legal marks (IPR) (including limited right of use of
significance as any other language in those owned by any of its vendors, affiliates or
this Contract. subcontractors) which it provides to the
Owner, for use related to the Supplies, and that
any IPR provided by the Contractor shall not
2. REPRESENTATION & WARRANTIES infringe the IPR of any third party;

2.1 The Contractor represents and warrants (viii) No sums, in cash or kind, have been paid
that: or will be paid, by the Contractor or on its
behalf, to any person by way of fees,
(i) It is a duly organized Company/business commission or otherwise for securing the
entity validly existing under the laws where it contract or for influencing or attempting to
is incorporated/established, and has influence any officer(s)/employee.
experience, expertise, ability and skills as
required to supply Materials and perform the (ix) The Contractor shall comply with the
Page 6 of 41
procedures as stipulated in Technical (vi) in strict compliance with the terms of any
specification, project timelines, standard Applicable Laws pertaining to labour and
operating procedures and any other employment;
stipulations, conditions in connection with the
execution of the Project as provided under (vii) it is experienced in the type of Services
Schedule … of this Contract and failure to and Works to be performed hereunder and has
adhere will be a material breach of the the capability (both technical and financial),
Contract. expertise, manpower and technical and
financial resources to perform the Services and
(x) All the information/documents submitted Works in accordance with the terms of this
by the Contractor, or relied on by it to Contract;
establish its qualifications for being able to
effectively manage the Project, during the (viii) all Contractor Items will be in good
bidding stage are accurate and sufficient in all working order, fit for their intended purpose,
respects. and conform to the requirements of Good
Industry Practice, Applicable Law and this
(xi) it is not, entitled to claim any immunity Contract;
whatsoever for itself or any of its properties,
assets or rights to receive income from any (ix) it has the right to use the Equipment and
contract, suit, or from the jurisdiction of any all other Contractor Items for the performance
court, from execution of a judgment suit, of the Works free and clear from any other
execution, attachment or other legal process in contractual obligations, liens, charges or
any proceeding in relation to the Contract. encumbrances of whatever kind that could
affect the Works;
(xii) The Contract constitutes the entire
agreement between the Owner and Contractor (x) all personnel of Contractor and its
and supersedes all communications, Subcontractors will be fully-trained and
negotiations and agreements (whether written competent to perform the Works and to
or oral) of Parties with respect thereto made operate the equipment and all other machinery
prior to the date of Contract, except to the used for the performance of the Works;
extent any such communications, negotiations
and agreement are specifically made a part of (xi) the general specification of painting and
the Contract. colour code in respect of Plant and Equipment,
structures, pipelines etc. shall be as per Good
2.2 Contractor warrants and guarantees that all Industry Practices; and
Services shall be performed in a manner that:
(xii) it has the right to carry on its business and
(i) is in accordance with the provisions of the operations in India.
Contract, the Applicable Laws and Applicable
Permits and with generally accepted industry 2.3 Sufficiency of Information
standards, Good Industry Practice and the 2.3.1 Contractor has satisfied itself, regarding
performance and/or functionality and are free the nature and scope of the Services and with
from Defects (including any latent Defects) all matters that may affect the Services,
[and in a Good and Workmanlike Manner; including:
(iii) so as to achieve each Milestone by the (i) all necessary Permits (other than Permits
applicable Milestone Date; for which Contractor is responsible pursuant to
this Contract) and the completion of system
(iv) in accordance with the requirements of installation and calibration, instrument tests,
this Contract, the policies of the Company and and other pre-operation tests such that
the HSE Requirements under Schedule …; Contractor is ready to commence performance
of the Services in accordance with this
(v) in accordance with the instructions of Contract;
Company Representative (or alternate) as to
results to be obtained from the Services and (ii) the geographic, climatic, weather, and
the Works; cultural conditions prevailing in the Site;

Page 7 of 41
(iii) the Milestones, Milestone Dates and installation and testing of the Facilities
Programme; (including fully functional equipment) and
execution of associated works. Contractor
(iv) the conditions of access to the Site;
shall perform as-built surveys for preparation
(v) third-party services, labour, and facilities; and submission of as-built drawings and
and documents.
(vi) Applicable Laws, including all Permits 2.3.4 Failure of Contractor to familiarize itself
required for the performance of the Works with any of the matters described in Clauses
(including any Supplies and Services). 2.3.1, 2.3.2 and 2.3.3 will not relieve
Contractor in whole or in part from its
2.3.2 Contractor shall identify and plan the obligations under this Contract. In entering
access to Site(s) as may be required for into and performing this Contract, Contractor
execution of the Works and performance of the has relied, and will rely, entirely upon its own
Works. Provision of any approach roads investigation of such matters and has not
(temporary/permanent), if required, to access relied, and will not rely, on any information
the Sites for the purpose of movement of provided by Company including any
Contractor Items and Personnel shall be Confidential Information.
included in the Works. Contractor shall also be
responsible for repair, restoration, up- 2.3.5 Notwithstanding the provisions of this
gradation of access ways/roads, as required, to Contract, the Contractor shall be deemed to
enable the movement of Contractor Items and have satisfied itself in respect of all relevant
Personnel for execution of the Works. matters pertaining to the Works, including, but
Depending upon the location and traffic not limited to, the Scope of Works, the nature
movement on the existing infrastructure, of the Works, access to the Site, local facilities,
Contractor may have to provide by-pass, climatic, sea, other water and weather
widening of roads, shoulder conditions, working hygiene and working
repairing/strengthening etc. as applicable at its environment conditions and all other matters
sole cost and expense. Contractor shall which may affect the performance of the
indemnify, defend and hold harmless Work. Any failure by the Contractor to take
Company from and against any and all Claims into account any of the aforementioned
arising out of the above mentioned activities, matters shall not relieve or excuse the
which includes but not limited to any disputes, Contractor from any of its responsibilities,
grievances before any local / statutory liabilities or obligations hereunder or entitle
authorities. the Contractor to any extra payment.
2.3.3 Contractor shall make a Site visit to 2.4 Subcontractor Warranties
familiarise itself with the Site conditions.
Contractor shall estimate and generate any 2.4.1 Company shall be entitled to the benefit
additional information required for the of any warranties provided by any
execution of the Works. The requirements for Subcontractors that are more favorable than
all such surveys and investigations shall be those provided in this Contract. If any
assessed by Contractor and performance of all warranties provided by any Subcontractor last
such activities shall be included in the Works. longer than the applicable Defects Liability
Contractor shall check, verify the plot plan and Period (as extended), Contractor shall assign
limits from concerned authorities and update the same to the Company upon the expiration
the survey documents/drawings, as required. of the applicable Defects Liability Period,
Contractor shall prepare the survey together with an assignment of any bond or
specifications, if required, for approval by other security with respect thereto, and the
Company for performance of surveys; Contractor shall thereafter act if and as
mobilization of survey Subcontractors and requested by the Company as liaison for the
performance of surveys. The survey Company with such Subcontractors in
specification shall be prepared for pre- prosecuting any warranty claims. The
construction, post-construction, and as-built Contractor shall ensure to take necessary steps
surveys as required. Contractor shall perform (to the satisfaction of the Company) to assign
post-construction surveys after successful all the warranties of the Subcontractor at the
earlier of termination of this Contract,
Page 8 of 41
Commissioning or the receipt of instruction Occupier and/or the Manager of Sterlite
from the Company. Copper is charged by the officials of the
factories inspectorate with offence punishable
2.4.2 Notwithstanding anything contained in under the Factories Act, 1948 and Tamil Nadu
this Contract or the documents executed with Factories Rules, 1950 for any safety violation
the Subcontractor, the Contractor shall have by the contractor and his workmen while
primary liability and responsibility with working, the concerned contractor shall be
respect to all warranties set forth in this charged as the actual offender and brought
Contract. before the concerned Court/s at the time
appointed for hearing the charge and shall be
3. STATUTORY REQUIREMENTS convicted of the offence and the Occupier
3.1 Compliance with Applicable Law and/or the Manager of Sterlite Copper will be
discharged from liability under the Factories
The Contractor shall ensure that its Act, 1948 and Tamil Nadu Factories Rules,
performance of the Contract and the carrying 1950, in respect of such offence.
out of the Works ascertains and complies with
the Applicable Law. The Contractor shall
release, indemnify, defend and hold harmless 4. PROJECT SCHEDULING,
the Owner and the Owner’s Affiliates against INFORMATION AND PROGRESS
losses, Claims and liabilities, for non-
REPORTS
compliance or breach of Applicable Law
including but not limited to any sanctions and 4.1 Project Scheduling
penalties payable to any Governmental
Authority, together with any legal expenses The Contractor shall, within a period of 30
incurred in connection therewith, to the extent (thirty) days of the Effective Date, prepare and
arising out of any failure of the Contractor or submit a detailed project schedule/PERT for
any Sub-Contractor to comply in the approval of the Owner. The Contractor shall
performance of the Contract. perform the Works in accordance with the
project schedule / PERT approved by the
3.2 Divergences from Statutory Company (“Project Schedule”). The Project
Requirements Schedule will also provide for ‘Milestones’
and ‘Milestone Dates’, and these have to be
If the Contractor finds any divergence between strictly adhered to, failing which damages,
the Applicable Law and the Performance foreseeable or otherwise, shall be levied
Guarantees or the Technical Specifications against the contractor in accordance with the
(other than Change in Law) it shall decided levy rates.
immediately give to the Owner a written
notice specifying the divergence. The 4.2 Extension of Time
Contractor shall promptly, upon becoming
4.2.1 If the Contractor is delayed in
aware of the same, inform the Owner in
performing the Works under this Contract
writing of its proposed amendment for
solely as a result of:
removing the divergence, and with the
Owner’s consent the Contractor shall entirely (i) an event of Force Majeure; or
at its own cost and expense complete the
Works in accordance with the amendment. (ii) suspension of the Works by the Owner
pursuant to Clause 13.1 (Suspension Without
3.3. Compliance with Factories Act Cause); or
For any Safety violation and non-compliance (iii) the Owner’s failure to carry out its
of the statutory acts and rules prescribed obligations under this Contract which directly
respectively under Factories Act, 1948 and impacts and delays Contractors performance
Tamil Nadu Factories Rules, 1950 made there of Works under this Contract and such delay
under the contractor is solely liable for the cannot be mitigated by the Contractor;
imposition of penalty. It is to be clearly
understood by the contractor that as per the then the Contractor shall, subject to taking
section 101 of the Factories Act, where the necessary steps mitigate such delays, be
Page 9 of 41
entitled to an equivalent extension of time for schedule of activities and the targets for the
performance of the affected part of the Work next month; and the analysis of critical path
and shall request a Variation Order in and ways & means to overcome the difficulties
accordance with the provisions of Clause …. in the critical path
(Variations).
(iv) updated billing schedule showing the
4.2.2 Provided that, in case the performance of payment become due to the end of next month;
Work is getting delayed due to Clause 4.2.1 (v) identification of areas with foreseeable
(i), the Contractor shall bring the same to the problems relating to scope, claims for
notice of the Owner, by means of a written adjustments to the Contract Price, or changes
communication, within a period of 3 days in the Project Schedule;
failing which no extension of time would be
granted under this clause. (vi) details of any disputes/accidents;

4.2.3 Company/Owner will have the option to (vii) photographs of the status/progress at
extend the Term on the same terms and the Site;
conditions as specified in this Contract (as
(viii) details of any inspections / tests
elected by Company) through the delivery of
Notice, in writing, to Contractor no later than conducted;
30 days before the expiry of the Term. (ix) details of personnel and equipment at
Provided that there shall be no change in price the Site; and
payable by the Company to the Contractor in
terms of this Contract. (x) such other information and supporting
documentation as the Owner may request.
4.2.4 The Term will be further extended to the
extent required for Contractor at the discretion 4.3.2 The Owner shall have the right to depute
of the Company/Owner to complete any his representative at the premises of the Works
Works being carried out during the expiry of of the Contractor or any of its Sub-Contractors
the Term, without prejudice to any rights of to ascertain the progress of the Works. The
the Company/Owner under this Contract for Contractor shall as and when required by the
delay in delivery of Works. Owner provide the Owner access to all
scheduling information prepared by the
4.3 Progress Reports Contractor in respect of the Works and shall
permit the Owner’ Representative to attend
4.3.1 The Contractor shall at monthly intervals and fully participate in scheduling and
or such intervals as required by the Owner, progress meetings.
prepare formal written and quantitative reports
4.3.3 All monthly progress review meetings
for the Owner on the progress of the Works by
shall be held at the Owner’s office nearest to
reference to the Project Schedule in a format
Site or, other place as advised by the Owner.
approved by the Owner and in sufficient detail
to permit the Owner to assess performance, 4.4 Expediting of Progress
plan witness dates and evaluate forecasts,
including reports on key sub-contracts (as Subject to Clause 4.2 above, the rate of
applicable). Monthly progress reports shall progress of the Facility or any other part of the
include the following: Works is at any time in the reasonable opinion
of the Owner too slow to ensure that the Works
(i) executive summary;
will be completed in accordance with the
(ii) description of the Works, Supplies and Milestone Dates in relation thereto and the
Services performed during the preceding Project Schedule, the Owner may so notify the
month; Contractor in writing. The Contractor shall
respond within 10 (ten) working days with its
(iii) updated Project Schedule showing plan (including but not limited to re-planning
progress to the end of month or such other task sequences, increasing labour or other
period as may be required by the Owner (as resources of the Contractor or any Sub-
percentages complete of the Contractor’s Contractor employed on the Works or the
activities broken down into significant addition of Sub-Contractors) to accelerate the
elements of the Works) and the current
Page 10 of 41
progress of the Works so as to complete the with adequate design margin by qualified
Works as per the scheduled Milestone Date designers who are engineers or other
and to achieve the scheduled Project Schedule. professionals having the experience and
The Contractor shall not be entitled to any capability necessary to perform their
additional payment for taking such steps. If the respective duties.
Contractor does not mobilise additional
5.1.3 The Contractor shall prepare all
resources to increase the rate of progress so as
Contractor’s Documents and shall also prepare
to complete the Facility as per the Project
any other documents necessary to instruct its
Schedule, the Owner has the right to get it
Personnel. The Owner shall have right to
done through other resources at the risk and
inspect the preparation of all such documents,
cost of the Contractor.
wherever they are being prepared.
4.5. Project Management Committee
5.1.4 The Contractor undertakes that the
4.5.1 Within 14 Days following the Effective design, the Contractor’s Documents, the
Date, the Parties will form a joint committee to execution and the completion of the Facility
be known as the “Project Management will be in accordance with the Applicable
Committee”. Laws, Scope & Technical Specification as
specified in Schedules …. and encompassing
4.5.2 The Project Management Committee will
good international engineering
perform the functions specified in Schedule …
standard/practices for such works including
4.5.3 The membership of the Project Owner standards specified in Schedules …
Management Committee will consist of the 5.1.5 The Contractor shall submit to the
Company Representative, the Contractor
Owner and/or Owner’s Representatives
Representative, and such other representatives
drawings and documents in such
of Company and Contractor as the Parties may
copies/numbers for approval/information as
agree. The Company Representative (or, in his
referred to in the lists set out in the Technical
absence, his designee) will chair the Project
Specifications (Schedule …) to enable the
Management Committee.
Owner to review, approve, disapprove or raise
4.5.4 In the event of any failure by the comments or queries on such drawings and
members of the Project Management documents and to permit the resolution of such
Committee to agree on any matter brought comments or queries prior to the
before them, the Company Representative (or commencement of the work described in such
his designee) will set forth the Company’s drawing and document and without impeding
recommendation for resolving such matter, the performance of the Contractor’s other
and Contractor will adopt, endorse and obligations under the Contract. The Contractor
implement such recommendation. shall provide to the Owner within 30 (thirty)
days of the signing of the Contract, a submittal
5. SUBMISSIONS OF DRAWINGS AND schedule setting out the anticipated dates of
DOCUMENTS issue of all drawings and documents referred
5.1 Drawings and Documents for Approval to in the Technical specifications, sufficient to
enable the Owner to plan its review of the
5.1.1 The Contractor shall supply, for the documentation.
Facility as finally constructed, as-built
drawings and other documents and manuals as 5.1.6 If errors, omissions, ambiguities,
may be specified in the Technical inconsistencies, inadequacies or other defects
Specifications. As-built drawings, documents are found in the Contractor’s Documents,
and manuals shall be provided to the Owner in designs and drawings and other documents
the numbers specified in the Technical required to be provided by the Contractor in
Specifications and together with the computer terms of this Contract then the Owner will
diskettes/CDs containing such drawings, inform to the Contractor about their
documents and manuals. rejection/modification or acceptance for such
designs, drawings and other documents within
5.1.2 The Contractor shall carry out, and be two weeks from the date of receipt of
responsible for all designs related to the documents and the Facility shall be
Contract and such designs shall be prepared corrected/rectified by the Contractor at their
Page 11 of 41
own costs and expenses, notwithstanding any or documents shall be at Contractor’s own risk
consent or approval by the Owner or otherwise and expense.
in terms of this Contract.
5.3 Contractor not to Deviate
5.1.7 Throughout the design and execution of
The Contractor shall execute the Works and
the Facility and as long thereafter as is
ensure that the complete Project is fabricated
necessary to fulfil the Contractor’s obligations,
and erected in accordance with drawings and
the Contractor shall provide all necessary
documents approved by the Owner. If the
superintendence to plan, arrange, direct,
Contractor deviates from any drawings or
manage, inspect and test the Facility.
documents previously submitted to the Owner
5.2 Owner’s Approval (whether for approval or for information) it
5.2.1 Except as otherwise provided in the shall submit an amended drawing or document
Contract, within 14 (fourteen) days of receipt to the Owner and, in the case of a material
of any drawing or document required to be deviation from a drawing or document
submitted to him for approval under the originally submitted for approval, shall first
Contract, the Owner shall either return one obtain the Owner’s approval thereof. The
copy thereof to the Contractor’s Owner shall use all reasonable endeavours to
Representative with its approval endorsed give or refuse such approval within 14
thereon or shall notify the Contractor of its (fourteen) days.
disapproval thereof along with any comments
or queries for such disapproval, provided, 5.4 Owner’s Right to Examine
however, that the Contractor shall be entitled The Owner shall have the right, at any time on
to proceed with such portion of the scope of reasonable notice and at the premises of the
work which is not related to the disapproved Contractor or its Sub-Contractors, to examine
portion of the design document. drawings or documents which have been or are
being prepared by the Contractor or its Sub-
5.2.2 The Contractor shall, within 14
Contractors for the purposes of the Contract
(fourteen) days of the Owner’s notification of
(and which, in the case of manufacturing
disapproval thereof along with any comments
drawings of items not manufactured
or queries on any drawing and document,
exclusively for the purpose of the Works, are
amend such drawing or document or otherwise
normally intended for disclosure to Owners).
take account of or respond to the Owner’s
Such drawings or documents shall include in
comments or queries and re-submit such
any event those listed in the Technical
drawing or document for approval. In case the
Specifications.
Contractor is required to re-submit any
drawing, design and document the procedure 5.5 Effects of Submissions and Approval
laid down in clause 5.1 shall be adopted and in
such re-submission of any drawing, design and Neither the submission of any drawing or
document shall continue unless otherwise document nor its approval or disapproval, nor
provided in this Contract till the Owner is fully the raising of queries, or the making of
satisfied with such drawing, design and comments, suggestions or recommendations
document re-submission of which was on the same by the Owner shall restrict,
required. It is hereby clarified that the prejudice, affect, dilute any of the Contractor’s
Contractor shall not be entitled to additional obligations under this Contract. It is further
time or amendments to the Performance clarified that notwithstanding any approval
Schedule due to any delays attributable to the granted by the Owner to any drawings, designs
Contractor in getting the drawings, designs or documents, Contractor shall be liable to
and documents approved in accordance with fulfil its obligations under the Contract and the
the terms hereof. Contractor shall, in all respect, be liable for
any discrepancy, error or omission in
5.2.3 The Contractor shall submit to the specifications, design, drawings or other
Owner for information, from time to time as documents.
they are issued, drawings and documents for
information referred to in the Technical 5.6 Owner’s Rights to Copy, Use and
Specification. Any Works carried out prior to Reproduce Drawings and Documents
approval of the relevant Contractor’s drawings
Page 12 of 41
The Owner is allowed to copy, use and 6.3 The Contractor shall render the inspecting
reproduce all designs, drawings, models, personnels all necessary assistance and shall
plans, specifications, design details, make available free of charge all necessary
photographs, CAD materials and any other instruments and appliances and test beds and
materials supplied by the Contractor in tools and other materials necessary for the
connection with the Facility for the performance of the inspection so as to enable
completion, reconstruction, modification, the inspectors to work properly in accordance
repair, maintenance and use of the Facility. with the QAP.
5.7 Errors and Omissions 6.4 The readiness for carrying out the
inspection and testing must be notified to
5.7.1 The Contractor shall be responsible for
Owner in writing 3 days before the anticipated
any discrepancies, errors and omissions in the
date of inspection. Inspection call should
basic engineering, detailed engineering
contain internal inspection and test reports, if
drawings & documents and data or other
required as per QAP. Should the Owner waive
information submitted by him, irrespective of
the inspection and testing, the Contractor will
whether these have been approved, reviewed
be notified accordingly and shall execute the
or otherwise accepted by the Owner.
inspection and testing by himself deemed as in
5.7.2 The Contractor shall take all corrective Owner’s Representative’s presence and the
measures arising out of discrepancies, errors Contractor shall forthwith forward to the
and omissions in drawings, documents, data Owner the inspection and test reports in
and other information within the time schedule triplicate.
and without extra cost to the Owner. 6.5 The carrying out of the inspection and
6. INSPECTION AND TESTING testing by the Owner, or any waiver thereof,
shall in no manner relieve the Contractor from
6.1 The Owner or Owner’s discharging any of his contractual obligations.
Representatives and the independent engineer
appointed by the Owner’s lenders (“Lender’s 6.6 The Contractor undertakes that any
Engineer”), jointly and severally, shall at any deficiencies or defects resulting from his fault
time have access to the site for the purpose of and discovered during the inspection and
inspection, reviewing and checking the work testing shall forthwith be remedied/repaired/
in Progress as per approved Quality Assurance replaced by the Contractor prior to the agreed
Plan (QAP) (Schedule …). delivery date at his own cost. Each test
certificate, as applicable, in accordance with
6.2 The costs for all the agreed tests shall Technical Specifications, shall be approved by
be borne by the Contractor himself. Where the Owner’s Representative. The Contractor
special tests in addition to agreed tests in the shall submit approved test certificate in 3
QAP are required by the Owner (Before copies at the time of handing over the
acceptance of the Works), the Contractor shall Contract.
bear the cost of the testing only if such special
test proves that the Works are not in 6.7 Payment made by the Owner against the
accordance with the Technical Specifications. Completion of Work in stages shall not
However, if such special tests are necessary constitute acceptance of the Work in totality as
based on the result of the agreed test, then cost per this Contract. If rejected, part or complete
of all such special tests shall be to the account of Work will be the responsibility of the
of the Contractor. In the event that the Contractor for re-works and all charges
Contractor fails to meet the requirements of associated with re- work in that behalf shall be
inspection and testing as per the QAP agreed, to Contractor’s account.
the Company shall have the right to require
6.8 The above-mentioned inspection and
Contractor to undertake those tests and
testing shall be in accordance with the Quality
undertake inspections at the cost and risk of
Assurance Plan to be approved by the Owner
the Contractor, till the time the Owner is
and the Lender’s Engineer (if required) as per
satisfied with the results. For avoidance of
provision of Technical specification.
doubt, the Contractor shall not be entitled to
any extension of time for conducting such
retests or delayed tests. 7. OBLIGATIONS OF PARTIES
Page 13 of 41
7.1 Contractor's Obligations-General Contract or issuance of any letter of award to
the Contractor and shall be valid till 60 (sixty)
7.1.1 Contractor's Performance days from the expiry of the Warranty Period. If
(i) Except as otherwise expressly excluded in requested by the Owner, the Contractor agrees
this Contract, the Contractor shall, in to extend the validity period of the SD cum
accordance with the provisions of the Contract PBG or to issue a further SD cum PBG in the
which including the works specified in event that the duration of this Contract /
Schedules … (Technical Specifications) hereto warranties is for any reason extended beyond
carry out such engineering and perform such such validity date / Warranty Period.
Works, Supplies and other Services as may be
7.4 Deleterious Material
required for the execution of the Works
including any works and services for The Contractor acknowledges and undertakes
Completeness of Facilities. to not supply or provide any Deleterious
(ii) The Contractor shall perform the Work Materials in relation to the performance of the
with all due skill, diligence and care and in a Works.
safe, competent, Good and Workmanlike
Manner, Good Industry Practice, the 7.5 Environmental Damages
Applicable Law, Applicable Permits and
prudent utility practice. The Contractor shall undertake the Works in
such a manner that there is no Environmental
(iii) Except to the extent that it may be legally Damage is caused.
or physically impossible or create a hazard to
safety, the Contractor shall comply with the 8. CONTRACTOR’S PERSONNEL
Owner’s Representative(s) and the Lender’s 8.1 Contractor’s Personnel - General
Engineer instructions and directions on all
matters relating to the Works. 8.1.1 The Contractor shall, at its expense,
(iv) The Contractor shall provide all provide and keep available for the Work, the
management, supervision, personnel, Contractor’s Personnel and shall ensure that
materials, equipment and supplies (except the Contractor’s Personnel comply with
materials, equipment and supplies specified in Applicable Law and, where necessary for the
the Contract to be provided by the Owner), performance of the Works, are in possession
plant, consumables, facilities and all other of valid passports and work permits.
things, so far as the necessity for providing the 8.1.2 The Contractor shall ensure that the
same is specified in or is reasonably to be Contractor’s Personnel shall be sufficient in
inferred from the Contract. number, experience and quality to carry out
7.2 For the purposes of Clause 12 (Warranty), the Work in accordance with the terms and
the “Warranty Period” shall be a period of 12 conditions of the Contract and will be fluent in
months from the date of successful completion the English language.
of Performance Acceptance as certified by the
Owner in respect of the whole of the Project or 8.1.3 In relation to any member of the
provided that if any rectification is carried out Contractor’s Personnel expected to make, in
pursuant to Clause 12 (Warranty), then the the Owner's sole opinion, significant technical
Warranty Period shall be extended for a further contribution to the Works, the Contractor shall
period of 12 months from the date of submit full particulars, in the form of a
completion of such rectification. resume, of the qualifications and experience of
such member to the Owner prior to that
7.3 The Contractor shall be required to provide member of the Contractor's Personnel starting
the Owner with an irrevocable and any part of the Works. No such member may
unconditional security deposit cum start any part of the Works unless the Owner's
performance bank guarantee as per the written approval has been given. The
Schedule … of the Contract from a bank or Contractor shall submit resumes of any other
financial institution acceptable to the Owner member of the Contractor’s Personnel
(the “SD cum PBG”). The SD cum PBG shall assigned to the Works on written request by
be provided by the Contractor promptly the Owner.
following, the earlier of, execution of the
Page 14 of 41
8.1.4 No key member of the Contractor’s of the person appointed as construction
Personnel assigned to the Works may be manager and shall not replace or remove such
replaced without the Owner’s prior written person without the prior consent of the Owner,
approval, except in the case of death, serious which consent shall not be unreasonably
injury or illness of the key member or their withheld or delayed.
immediate family and/or resignation of such
personnel not followed by any hiring back by 8.1.8 Owner’s Approval of Key Personnel
the Contractor during the term of the Contract.
Any replacement shall work with the person to The Contractor shall submit the resumes of the
be replaced for a reasonable handover period. personnel nominated to fill all the key
For the purposes of this Clause, the term “key positions including any Key Personnel, to the
member” shall mean any member of the Owner for review, comment or rejection of the
Contractor’s Personnel who, in the reasonable nominations.
opinion of the Owner, performs an important 8.1.9 Security
role in the performance of the Work and shall
include, without limitation, any project (i) Fencing, Guarding, Lighting, etc.
manager, supervisory staff, project engineer or
lead discipline engineer. The Contractor shall arrange suitable security
and lightning arranged for protection of the
8.1.5 The Contractor shall prepare and make men, material, equipment at the Site during the
available to the Owner from time to time Project execution up to handing over to the
details of the numbers and trades of workmen Owner.
whom the Contractor proposes to employ
(ii) Clearance of Site
(whether directly or through Sub-Contractors)
(a) On a continuous basis consistent with
on the Site throughout the periods shown in
Good Industry Practice during the progress of
the Project Schedule.
the Works, the Contractor shall clear away and
8.1.6 Project Manager remove pursuant to the directions of the
Owner from the Site all scrap, debris, other
The person appointed as the Contractor’s waste materials.
Project Manager for the Works shall have full
(b) The Contractor shall, leave on the Site for
authority to act on behalf of the Contractor for
the Owner such temporary works as instructed
all purposes in connection with the Contract.
by the Owner, free of charge.
The Project Manager shall not be engaged in
any project other than the Works and shall not (c) The Contractor shall at all times and
be replaced or removed without the prior particularly after completion of the Works,
consent of the Owner. The Contractor shall keep the Site and the Facility in a clean, safe
notify the Owner of the Project Manager’s and workman like condition and shall dispose
normal place or places of work. of all rubbish (other than hazardous materials
or other materials which may contaminate
8.1.7 Construction Manager ground-water, for which other arrangements
shall be made by the Contractor) in a properly
The person appointed by the Contractor prepared landfill site in accordance with Good
pursuant to this Clause as the construction Industry Practice.
manager shall be employed at the Site from
the commencement of Works on the Site until (d) The Contractor shall be responsible for
Final Completion to supervise all work done keeping unauthorised persons off the Site and
on the Site. The construction manager so only persons authorised by the Owner and the
appointed shall be present at the Site Contractor or their respective personnel shall
throughout normal working hours except when be allowed at the Site.
on leave, sick or absent for reasons connected
8.1.10. The Contractor shall confine his
with the proper performance of the Works.
operations to the Site and to any additional
Whenever the construction manager is absent
areas as may be notified in writing by the
from Site the Contractor shall nominate a
Owner. The Contractor shall take all
suitable person to act as his or her deputy. The
reasonable precautions to keep Plant and
Contractor shall obtain the Owner’s approval
Equipment and its authorised personnel within
Page 15 of 41
the Site and these additional areas, and to keep Clause 8.3 of the Contract.
them off adjacent land. The Contractor shall
keep the Site free from all unnecessary 8.4 Labor
obstruction
The Contractor shall prepare and make
8.2 Removal of Personnel available to the Owner from time to time
details of the numbers and trades of workmen
8.2.1 The Owner may, at any time after the whom the Contractor proposes to employ
commencement of the Work, direct the (whether directly or through Sub-Contractors)
Contractor in writing to remove any member on the Site throughout the periods shown in
of the Contractor’s Personnel from the the Project Schedule.
performance of the Works. The Contractor
shall immediately comply with such direction 8.4.1 Housing for Labor
and shall, as soon as reasonably practicable,
replace, or procure the replacement of, such The Contractor shall provide and maintain
person with another person suitably qualified such temporary accommodation and amenities,
and acceptable to Owner. The Contractor shall in accordance with the Applicable Law and the
bear the costs of any such removal and standard specified by the Owner, as may be
replacement. reasonably necessary for all its and its Sub-
Contractors’ staff and labor employed at the
8.2.2 The Owner reserves the right to reject Site, including all fencing, water supply (both
any member of the Contractor’s Personnel, for drinking and other purposes), electricity
prior to that member commencing any part of supply, sanitation, fire prevention and fire-
the Work. fighting equipment and other agreed
requirements in connection with such
8.3 Working Conditions and Discipline of accommodation or amenities.
Contractor Personnel
8.4.2 Festivals and Religious Customs
8.3.1 The Contractor shall, at all times, be
responsible for the conduct of the Contractor’s The Contractor shall in all dealings with its
Personnel and shall ensure that they comply and its Sub-Contractors’ staff and labor have
with all Applicable Law and honour and due regard to all recognized festivals, days of
observe Indian standards of morality and rest and religious or other customs.
behaviour.
8.4.3 Disorderly Conduct
8.3.2 The Contractor shall comply with, and
ensure that its sub-contractors comply with, all The Contractor shall at all times take all
labour laws, regulations, and standards and reasonable precautions to prevent any
practices applicable in respect of the Site unlawful riotous or disorderly conduct by or
including but not limited to any Registration in amongst its or its Sub-Contractors’ staff and
Contractors’ own name under any applicable labor and for the preservation of peace and
labour laws. protection of persons and property in the
neighborhood of the Site against the same.
8.3.3 Notwithstanding anything contained
above or otherwise provided in this Contract, 9. REPRESENTATIVES
the Contractor shall remain the employer of 9.1 Owner’s Representative
the Personnel and Personnel deployed by the
Contractor shall work solely under the 9.1.1 The Owner’s Representative(s) shall act
Contractor’s control & supervision and Owner in full charge of the Work and shall have full
shall in no way be responsible for any act, authority to liase with the Contractor's
omission or non- compliance either on the part Representative(s) to resolve all day to day
of the Contractor or such Personnel. matters which may arise between the
Contractor and the Owner.
8.3.4 The Contractor shall indemnify, defend
and hold harmless the Owner against liability, 9.1.2 The Owner's Representative(s) shall
Claims or any proceedings that may arise in monitor the performance of the Work and shall
relation to any non-compliance under this have the authority necessary to enforce the
Page 16 of 41
provisions of this Contract. Provided that the commence any proceedings against any third
Owner’s Representative shall not be party customer or any person not a party to the
authorized to make any amendments to the Contract.
Contract.
10.2 Owner shall be entitled to enforce any
9.1.3 The Owner's Representative(s) shall be Contract on behalf of any third party customer
entitled to inspect the Work, Supplies and in connection with the Contract as well as for
Services and all documentation relating thereto itself and for this purpose, only Owner may
at any time. commence proceedings against Contractor.
The obligations and liabilities of Owner Group
9.1.4 The Contractor shall direct all matters issuing the Contract are several and not joint.
relating to the Contract to the Owner’s
Representative(s) and shall act only in 10.3 It is clarified that under no circumstances,
accordance with the instructions of the by virtue of this Contract, will the
Owner’s Representative(s). employee/workers of the Contractor be
deemed to have any privity of contract with
9.2 Contractor’s Representative the Owner nor would they or any of their
heirs, assigns or successors would claim any
The Contractor’s Representative(s) shall act in benefit/ privilege, whatsoever, from the
full charge of the Work and shall have full Owner.
authority to liase with the Owner's
Representative(s) to resolve all day to day 11. PERFORMANCE TEST
matters which may arise between the
Contractor and the Owner. 11.1 Once the Project has been commissioned
and started up and is capable of safe operation
9.3 Change of Representatives as per the operation manual and Good Industry
Practices, the Contractor shall be required to
9.3.1 Either Party may: perform Performance Guarantee Test in
(i) revoke the appointment of any person accordance with the test procedure as specified
appointed as that Party’s representative and in the Technical Specifications (Schedule …)
may appoint another person as representative and achieve the desired Performance
in his/her place; or Guarantee Parameters. The Contractor shall be
afforded 3 chances to achieve the Performance
(ii) appoint any person to be an additional Guarantee Parameters and the latest result
representative for a stated purpose. shall be the basis for successful completion of
the Performance Guarantee Parameters of the
9.3.2 No such revocation or appointment shall tests specified Technical Specifications. It is
be effective until notice of it is given to the hereby clarified that the cost of conducting any
other Party. retests shall be borne by the Contractor and the
Contractor shall not be entitled to any
9.4 Bases extension of time for completing the
Performance Guarantee Tests.
9.4.1 The Owner will maintain an office base
in India for the purposes of the Contract. 11.2 The Contractor shall give the Owner at
least 15 (Fifteen) day’s prior written notice of
9.4.2 Unless otherwise agreed in writing by
the date on which the Contractor intends to
the Owner, the Contractor will maintain both
commence the Performance Guarantee Test.
an office base in India and an operational base
The Owner shall designate and make available
at the Site sufficient to manage the Work for
qualified and authorized representatives to
the purposes of the Contract.
observe the Performance Guarantee Test.
10. RECOURSE OF THE PARTIES
11.3 In the event that the Contractor fails to
10.1 Contractor shall look only to Owner for achieve the Performance Guarantee
the due performance of the Contract and Parameters, then the Contractor shall be liable
nothing therein contained shall impose any to pay liquidated damages at the rate of as per
liability upon, or entitle Contractor to Schedule [•]

Page 17 of 41
12. WARRANTY 12.3 Rights of Owner

12.1 Warranty If the Contractor fails to comply with the

provisions of Clause 12.2 (Notice by Owner)
The Contractor warrants to the Owner with or if, in the reasonable opinion of the Owner
respect to the performance of Works, Services rectification of such breach by the Contractor
and completion of Supplies that would be prejudicial to the Owner’s interests,
(“Warranties”): the Owner shall be entitled to engage a third
party to perform (or re-perform) any part of
(a) each item comprising the Works, the Works, Services and Supplies not properly
Services and Supplies are new, unused, performed by the Contractor and shall be
undamaged and free from Defects (in entitled to recover from the Contractor any
design, engineering, materials, additional costs incurred by the Owner in so
workmanship, title or otherwise); doing. The Owner shall also have the right to
invoke and make claims on the SD cum PBG.
(b) all workmanship of the Contractor and
its Sub-Contractors shall be in full 12.4 Claims for Business Loss
conformity with the Contract,
Applicable Law, Applicable Permit, Notwithstanding anything to the contrary, if
Technical Specifications, Good Industry due to any reason whatsoever owing to
Practice, Good and Workmanlike circumstances attributable to breach of any
Manner and shall be free from Defects clauses of this Contract by the Contractor
(“Contract Requirements”); including delayed execution of the Works to
the satisfaction of the Owner which may lead
(c) the design and engineering of the to a loss for the Owner, including but not
Works, Services and Supplies shall be limited to the Owner not being able to avail
free from Defects and deficiencies and any tax incentives, failure to meet obligations
each of its constituent parts shall under any approvals, permits and contracts,
conform in all respects with the then in such an event the Owner shall be
Contract Requirements; rightful to recover such benefit foregone as
direct losses for loss of revenue or any other
(d) the Works, Services and Supplies are in liabilityincluding but not limited to any
compliance, and conform in all respects interest, penalties and all other charges/
to the Contract Requirements; and expenses imposed on the Owner, from the
Contractor.
(e) the Works, Services and Supplies are of
high quality, and are, and shall remain 12.5 Delay in Remedying Defects
fit for its intended purpose.
If the Contractor fails to inform the Owner
12.2 Notices by Owner regarding Defects and proceed diligently with
If the Contractor is in breach of the Warranty the remedy of any such defect within 15
set out in Clause 12.1 (Warranty), the Owner (fifteen) days of receipt of instruction from the
may notify the Contractor in writing before or Owner, the Owner may proceed to do the
the expiry of 60 (sixty) days from the repairs or do any other works at the
Warranty Period specifying the nature of such Contractor’s expense provided that it does so
breach and requiring the Contractor to rectify in a reasonable manner in accordance with
such breach. Upon receipt of any such notice, Good Industry Practice, notifies the Contractor
the Contractor shall, at its own expense, of its intention to do so and permits the
immediately commence and thereafter Contractor to inspect such repaired or replaced
continuously proceed to rectify such breach Project to ensure that quality standards have
within 15 days of the receipt of the notification been maintained. The reasonable cost so
of the notice from the Owner (including, if incurred by the Owner shall be deducted from
applicable, re-performance of the relevant part the Contract Price or to be paid by the
of the Works) to the Owner’s reasonable Contractor to the Owner.
satisfaction and in accordance with the 12.6 Removal of Defective Work
provisions of this Contract.
Page 18 of 41
The Contractor may, with the consent of the Defect was “latent”, i.e. could not have been
Owner, which consent shall not be discovered by a reasonable examination prior
unreasonably withheld, remove and replace to the expiry of the Warranty Period.
from the Site at his own cost any part of the
Project, which is defective, if the nature of the 12.9.2 Such Defects shall not include those
Defect is such that repairs cannot be defects where:
expeditiously carried out on the Site.
(i) at the time of discovery of the defect, the
12.7 Warranty due to Design Defects repair or replacement is already contemplated
for such parts under the recommendations
Contractor is responsible for the correctness contained in the operating and maintenance
and accuracy of all designs, specifications, manuals, or
drawings, data and other technical documents
relating to the Works that are contained in this (ii) if and to the extent that such defect has
Contract (including the Schedules); have occurred due to the operation of the Project in
otherwise been provided to Contractor prior to a manner other than that advised in the final
the Effective Date; or are prepared or operation and maintenance manual, or
approved by or on behalf of Contractor or any
Subcontractor, and any discrepancies, errors or (iii) the defect arises from normal wear and
omissions therein, if prepared or furnished by tear.
or on behalf of Contractor, any Subcontractor 12.10 Making Good Defects
or otherwise, whether or not any of the
foregoing have been approved by Company. The contractor shall be responsible for
Contractor shall not be entitled to any promptly making good by repair and/or
adjustment to the Milestones, the Milestone modification, as per the instruction of the
Dates and/or the compensation payable Owner at its expense, any Defect in any part of
pursuant to Schedule - Compensation arising the Project which may appear during the
out of discrepancies, errors or omissions Warranty Period in relation thereto and which
within or between the foregoing. arises from any failure to comply with the
provisions of Clause 12.1 hereof. The
12.8 Further Tests warranty for such repair/modification shall be
If any replacement, repair or modification is of for a period of 12 months from the date of
such a character as may affect the subsequent such repair/modification.
performance of the Project or any part thereof 13. SUSPENSION
in accordance with the Performance
Guarantees, the Owner may as it may consider 13.1 Suspension without Cause
necessary may give to the Contractor notice
requiring that such further tests be conducted The Owner shall have the right, at the Owner’s
in respect of the relevant part as may be sole discretion, at any time to require the
necessary and mutually agreed to demonstrate Contractor to suspend the Works (or part
the adequacy and efficacy of the replacement, thereof) under this Contract on giving notice to
repair or modification. the Contractor. Such notice shall include an
estimate of the duration of the period of
12.9 Latent Defects suspension (the “Suspension Period”). The
Works (or relevant part thereof) shall resume
12.9.1 If any Defect is of the kind that: (i) at the end of the Suspension Period or at such
significantly affects the operation or output of other date as the Owner may by notice in
the Project; or (ii) arises as a result of any act writing to the Contractor specify. The
or omission on the part of the Contractor Contractor shall continue to perform other
which a highly skilled Contractor acting Works in terms of the Contract, which the
conscientiously would have foreseen or Owner has not suspended.
avoided shall appear in any part of the Project
within a period of 4 (four) years after the 13.2 Suspension Due to Default
expiry date of Warranty Period of such part of
the Project the same shall be made good by 13.2.1 If the Contractor is in breach of any of
the Contractor by repair , provided that the its obligations under this Contract (including,
Page 19 of 41
without limitation, any breach of Schedule …. will remain, of utmost importance for
(Health Safety and Environment), and Code of Contractor. Contractor undertakes to accord
Conduct as under Clause 42 of the current priority over deployment of its resources for
Contract, the Owner shall be entitled to performance of its obligations under this
immediately suspend the Work (or part Contract. Time shall be of the essence and any
thereof) by written notice to the Contractor Service carried out under this Contract shall be
until such time as such breach has been in strict accordance with any timelines and
remedied by the Contractor, in which case no Schedules mentioned hereunder.
rates or other amounts shall be payable to the
Contractor in respect of such period of 14.3 If any conflict of priorities arises between
suspension. Contractor’s commitments to Company under
this Contract and any other commitments
13.2.2 Except in the case of a breach which being undertaken by Contractor, Contractor
in the reasonable opinion of the Owner is shall ensure that there is no interruption to the
likely to endanger the safety of any persons or Works under this Contract and shall resolve
property, the Owner shall, prior to issuing any such conflict in favour of the Works.
suspension notice pursuant to Clause 13.2.1,
notify the Contractor of the breach. Following 14.4 Contractor shall at all times act in such a
receipt of such notice, if the Contractor fails to way and make recommendations that are in the
immediately commence and thereafter best interests of the Works under this Contract.
continuously proceed to remedy such breach
to the Owner’s reasonable satisfaction, the 15. CHANGE IN LAW
Owner may issue the suspension notice
pursuant to Clause 13.2.1. 15.1 If after the Effective Date of this
Contract, there is any change in law which has
13.3 Procedure following Suspension Notice attained judicial finality that results in a
change in the rate of any Tax included in the
Following receipt of a notice to suspend the Contractor’s prices or rates or the introduction
Work, the Contractor shall discontinue the of a new Tax and such change results in an
Work (or relevant part thereof) and follow any increase or decrease in the cost to the
specific requirements of the Owner with Contractor of performing this Contract then
regard to the safety of the Work during any the Parties shall agree to a revision in pricing
suspension period. to reflect such change provided that:
14. BUSINESS CRITICALITY (i) the Party requesting such revision shall
promptly (and in any case prior to submission
14.1 Contractor acknowledges that it has read
of the Contractor’s final invoice under this
and understood this Contract and
Contract) notify the other Party that such
acknowledges that its obligations under this
change in law has arisen; and
Contract are necessary and crucial to the
Company’s business. Contractor further (ii) the Party requesting such revision shall
expressly acknowledges that any breach by provide the other Party with documentary
Contractor of its covenants set forth in this proof of such change in cost to the reasonable
Contract will cause irreparable injury to the satisfaction of the other Party and has also
Company for which monetary damage may provided evidences of mitigating any
not be an adequate remedy. additional liability (including steps specified in
Clause 15.2.1 below); and
14.2 Contractor hereby confirms that no other
client or customer of Contractor (whether now (iii) the provisions of this Clause 15 (Change
or at any time prior to the completion of all in Law) shall not apply to changes in Personal
obligations of Contractor under this Contract) Income tax or Corporate Income tax or to
shall receive any precedence over Company in changes in non-Indian Taxes.
the provision of the Contractor’s resources and
performance of the Works and Contractor 15.2 Exemption from Duties/Taxes
hereby confirms that the timely, successful and
effective performance and completion of the 15.2.1 The Contractor and the Subcontractors
Works in accordance with this Contract is, and shall use its best endeavors to obtain any
Page 20 of 41
exemption from payment of taxes/duties in each month an invoice detailing the amounts
respect of the Contractor’s Equipment, which payable to the Contractor under this Contract
the Owner and/or the Contractor is entitled in in respect of the preceding month. Each
accordance with notifications (applying to invoice shall, in addition to any requirements
machinery, plant equipment, materials and under any Schedule,
supplies imported for use) issued by the
Government of India from time to time (the (i) be in duplicate;
“Notifications”). Without limiting this
obligation, the Contractor shall follow the (ii) bear the Contract Number stated on the
procedures set out below. The Owner shall cover sheet to the Contract;
provide all reasonable assistance to the (iii) state the name, e-mail address, mobile
Contractor in obtaining such exemption(s). telephone number of the Owner's
15.2.2 The Contractor shall obtain an Representative;
essentiality certificate from respective (iv) be accompanied by supporting evidence
Government Authority, wherever so required, and itemised in accordance with the Owner's
for all Contractor’s Equipment for which such requirements; and
a certificate is required. All costs associated
with obtaining such a certificate shall be borne (v) be in compliance with Applicable Laws.
by the Contractor.
16.1.2 Additionally, the Contractor shall
15.2.3 The documents required to obtain an submit the following information/documents
essentiality certificate include the relevant to the Owner unless specifically exempted by
commercial invoice, CIF value, airway the Owner representative in writing:
bill/original bill of lading and a technical
report on the relevant item of Contractor’s (i) Latest tax residency certificate of the
Equipment. The Contractor shall provide those Contractor as issued by the tax / revenue
documents with such application for an authorities of Contractor’s country of
essentiality certificate. residence, stating specifically that the
Contractor is tax resident of country as
15.2.4 The Contractor shall use its best mentioned in such tax residence certificate.
endeavors to complete re-export of all
Contractor’s Equipment within 45 days of the (ii) Copy of the Permanent Account Number
date of the expiry or termination of the (‘PAN’) card issued by the Indian Tax
Contract, and in any event shall complete re- authorities,
export in accordance with the requirements of
the relevant essentiality certificate. All (iii) Copy of registration certificates under
Contractor’s Equipment shall be imported applicable Indian tax/other laws including but
exclusively for the Owner and shall be re- not limited to GST, import export code etc., as
exported (except those, which have been applicable.
consumed in the Work) on completion of the
(iv) Copy of the certificate issued by Indian
Work or earlier termination of the Contract.
tax authorities, enabling the Owner to make
15.2.5 If the Owner is required to provide any payments to the Contractor after deduction of
statutory license or monetary bond or such taxes as per prescribed rate in the
undertaking required for importing certificate.
Contractor’s Equipment by customs or any
16.1.3 Invoices and mentioned documents in
Government regulatory body, the Contractor
the Contract shall be sent to the address set out
shall, on request, provide a back-to-back
in the Contract. Contractor must ensure that all
bond/undertaking as required by Owner.
invoices for Works are submitted to the Owner
16. PAYMENT within 90 days of rendition of service or goods
delivered, as the case may be. Late submission
16.1 Invoices of Invoices beyond abovementioned period
may result into denial of payments to
16.1.1 The Contractor shall submit to the Contractor on the sole discretion of the Owner.
Owner on or before the tenth (10th) day of
Page 21 of 41
16.1.4 The Owner shall make payment on 16.2 Owner's Right to Dispute Invoices
satisfaction of all the requirements (if any) of
the Reserve Bank of India (FEMA If the Owner disputes any item on an invoice
regulations), or any other regulation in relation received pursuant hereto then it shall be
to payment in foreign currency in relation to entitled to withhold, without payment of
the Works provided by the Contractor. interest, the amount in dispute provided that:

16.1.5 The Owner shall make payment within (i) the Owner makes payment of any
21 days of its receipt of a correct and agreed undisputed portion of the invoice and notifies
invoice submitted pursuant to Clause 16.1.1 the Contractor in writing of the disputed
(Invoices) to the Contractor's nominated bank item(s) within 30 (thirty) days of receipt of the
account as notified in writing to the Owner. relevant invoice; and

16.1.6 Notwithstanding any other provisions (ii) if the dispute is resolved in favour of the
of the Contract, no payments due to the Contractor, the Owner shall pay the disputed
Contractor by the Owner under the Contract amount within 7 (seven) days of the resolution
shall be payable by the Owner to the of the dispute.
Contractor until the copies of the certificates
of insurance referred to in Schedule … (iii) if the dispute is resolved in favour of the
(Insurance) of these General Terms & Owner, the Contractor shall forthwith issue a
Condition of Contract and the SD cum PBG credit note for the disputed amount.
have been delivered to the Owner. 16.3 Report Sheets
16.1.7 Any invoice not complying with the All invoices shall correspond with the daily
provisions hereof will be returned by the reports or job tickets (or such other reports as
Owner to the Contractor whereupon the may be required by the Scope of Work or
Contractor shall submit a rectifying invoice. reasonably required by the Owner) previously
The Owner shall make payment of such furnished by the Contractor to the Owner.
rectifying invoice in accordance with Clause Where appropriate, a breakdown in time shall
16.1 (Invoices). be shown to the nearest half hour of the rates
16.1.8 No payment made by the Owner shall applied.
be construed as acceptance in whole or in part 16.4 Payments Due to the Contractor
of the performance by the Contractor of any of
its obligations under this Contract. 16.4.1 The Owner shall be entitled to deduct
from any payment due or becoming due to the
16.1.9 All items provided by the Contractor Contractor under this Contract, all costs,
under the provisions of Schedule … damages or expenses for which the Contractor
(Compensation) or the Scope of Work that are is liable to the Owner under this Contract.
expressly stated therein to be reimbursable by
the Owner shall be invoiced to the Owner with 16.4.2 The Contractor agrees to furnish to the
detailed supporting documentation. The Owner, promptly on request, a full and
detailed supporting documentation shall complete statement that all the Contractors,
include, without limitation, good quality subcontractors and vendors have been paid in
copies of all relevant receipts and a detailed full for work done or materials furnished in
summary of the use of and reason for such connection with the performance of the Work.
item. All such supporting documentation must
be approved and signed by a representative of 16.5 Audit
the Owner prior to the submission of the
relevant invoice. The Contractor shall maintain proper and
accurate records in relation to this Contract
16.1.10 Unless otherwise specified in and shall provide copies of the same to the
Schedule …, (Compensation) all rates and Owner on request. The Owner (or its
charges payable by the Owner under this appointed representative) shall have the right
Contract shall be invoiced and paid in INR to audit the relevant books and accounts of the
(Indian Rupees). Contractor in relation to any reimbursable
charges paid for by the Owner under this
Page 22 of 41
Contract. Such audit right shall survive for a Owner its final invoice in respect of such
period of 3 years following the expiry or statement within 60 (sixty) days of the date of
termination of the Contract. Any incorrect the expiry or termination of the Contract and
payments identified by such audit shall be shall confirm in writing to the Owner that such
adjusted between the Parties as appropriate. invoice constitutes the final demand for all
outstanding sums due to the Contractor under
16.6 Liens the Contract.
16.6.1 The Contractor shall not claim any lien, Notwithstanding Clause 16.1 (Invoices), the
charge or the like on any aspect of the Work/ final invoice under this Contract will be paid
the Project or on any property of the Owner by the Owner only after completion by the
Group. The Contractor shall defend, indemnify Contractor of all re-export formalities
and hold the Owner Group harmless from and including, without limitation, cancellation of
against any Claim in connection with any lien, bank guarantees and undertaking letters given
charge or the like created or caused by any to customs department during importation of
member of the Contractor Group arising out of various re-exportable equipment.
or in connection with the performance of the
Contract. 16.8.2 The Owner shall have the right to
withhold from any payment due to the
16.6.2 Without prejudice to the generality of Contractor, such amounts as the Owner deems
Clause 16.6.1, should any act or omission of reasonably necessary or appropriate to protect
the Contractor Group result in any lien, charge it on account of any one or more of the
or the like existing upon the property of the following reasons:
Owner Group after all payments hereunder
have been made, the Contractor agrees to (a) failure to rectify the Defects in any
refund to the Owner upon demand all monies Works (including any Works and Services),
that the Owner Group may be compelled to which might materially affect the Owner’s
pay to discharge any such lien. ability to operate the Project as contemplated
herein, attributable to the Contractor or its
16.7 Sub-contracts Sub-Contractors;
16.7.1 The Contractor shall ensure that the (b) any encumbrance in respect of the
provisions of the foregoing Clauses 16.5 Works, Supplies and/or Services (or any
(Audit) and 16.6 (Liens) are included in all portion thereof) for which payments have been
Contracts it shall enter into with any made in full;
subcontractors who shall supply any labour,
equipment or materials to be provided under (c) the Contractor’s failure to deliver SD
this Contract. cum PBG, as the case may be, to the Owner
under this Contract;
16.7.2 The Contractor agrees to furnish to the
Owner, promptly on request, a full and (d) the Contractor’s failure to make
complete statement that all the Contractors, payments to its Sub-Contractors for the
subcontractors and vendors have been paid in Works, Services and Supplies or to any
full for work done or materials furnished in statutory and regulatory authority including
connection with the performance of the Work. amounts withheld by the Contractor because
of disputes between the Contractor and such
16.8 Payment upon Completion Persons;
16.8.1 Following the expiry or termination of (e) any legal proceedings or inquiries
the Contract, the Contractor shall prepare and initiated by the third parties and pending
submit to the Owner within 30 (thirty) days a against the Contractor or against the Owner
statement in the form of a final account, but relating to the Works (including any
specifying the outstanding amounts which the Supplies and Services) or the Contractor’s
Contractor intends to invoice to the Owner for obligations under this Contract;
payments due to the Contractor in accordance
with the provisions of this Clause 16 (f) the Contractor’s failure to complete
(Payment). The Contractor shall submit to the the relevant Milestone under the Works in
Page 23 of 41
respect of which the payment request has been 19.1 Unless otherwise stated in the Contract,
submitted; the Project shall remain at the risk of the
Contractor until delivered in a deliverable state
(g) any amounts payable by the to the Owner and in the manner specified in
Contractor under this Contract; or the Contract and subject to completion of
performance testing by the Owner as per the
(h) any breach of Warranties during the requirement.
Warranty Period.
19.2 Whenever Owner is not the ultimate
16.8.3 Following the expiry or termination of consumer of the Material, all rights, benefits
the Contract, the Owner shall not be required and remedies conferred upon Owner by the
to make payment of any invoice not received provisions of this Contract, including
in accordance with this Clause 16.8 (Payment specifically the benefit of any warranties and
upon Completion) transfer of title, shall accrue to and shall be for
17. CONTRACTOR’S INSURANCE the express benefit of any third party customer
and on whose behalf or for whose benefit the
Please refer to Schedule … for details Owner has purchased the Material.
regarding the insurance requirements.
19.3 Where the Owner rejects any Works
The Contractor shall be required to ensure that (including any Supplies or Services) in
the Owner and its lenders are designated as accordance with these conditions, such Works
additional insured under the insurance policies shall be deemed to have remained the property
obtained under the Contract. and risk of the Contractor at all times.

The insurance policies shall be subject to the 19.4 Works handed over by the Owner to the
review and confirmation by the insurance Contractor for servicing or repair shall remain
advisors appointed by Owner/or any person from the time of collection or receipt until re-
designated by the Owner. delivery at the place or places and in the
manner instructed by the Owner at the
18. TITLE AND RISK absolute risk of the Contractor in regard to any
loss or damage.
18.1 Where any item of the Contractor’s
Equipment is ultimately intended to become 19.5 Intellectual Property Rights (IPR)
the property of the Owner pursuant through
this Contract (whether through 19.5.1 If any Works performed or provided
incorporation/erection/installation in the Site under the Contract involves a patent,
or otherwise), title to such item shall remain copyright, trademark, know how or proprietary
with the Contractor until the date of issue of information, whether registered or
the completion certificate in respect of the unregistered, (IPR), Contractor hereby grants
whole of the Work and/or Site in accordance Owner a permanent, irrevocable, worldwide,
with Schedule [•]. non-exclusive license to use the same without
additional charge. Without prejudice to the
18.2 Any warranties or guaranteed from Third above, the proprietary rights in relation to IPR
Party Contractor/Sub-Contractor shall always of the Contractor shall continue to vest with
be in the name of the Owner with due the Contractor.
intimation to such Contractor or Sub-
Contractor regarding the ultimate user being 19.5.2 Owner is the sole owner of IPR in
the Owner under this Contract. anything developed and delivered under this
Contract. Contractor shall provide at Owner’s
18.3 The Contractor shall further ensure back reasonable request any documentation
to back indemnities from such Contractor or necessary to confirm Owner’s interest in such
Sub-Contractor in the same form and manner IPR. Contractor shall retain ownership of any
as sought by the Owner. IPR vested in Contractor prior to this Contract
or created by Contractor outside of its
19. PASSING OF OWNERSHIP, RISK, performance of this Contract during the term
COPYRIGHT, PATENTS AND OTHER of this Contract.
PROPRIETARY RIGHTS ETC. (“IPR”)
Page 24 of 41
19.5.3 The Contractor shall indemnify, defend 20.1 Right of the Owner to Vary the Scope
and hold harmless the Owner from and against
any demands, claims, suits and causes of 20.1.1 The Owner shall, by Variation Order,
action and any liability, legal costs, expenses, have the right during the performance of the
settlements arising from or incurred by reason Contract to change the scope and/or technical
of any infringement of letters, patent, character of the Facility and/or of the supplies
registered design, unregistered design right, and services stipulated in the Contract;
copyright, trademark or tradename by the use
or possession of the same by the Contractor. 20.1.2 If any changes are required for
The Contractor hereby represents to the Owner completeness of the Works as per Schedules
that, as of the date of signing of the Contract, … of the contract, the Contractor shall not be
the Contractor has received no notification of entitled to any addition in the price or time;
any rightful patent infringement claim, which 20.1.3 If the Owner seeks any change or
would prejudice the Owner’s right to use or variation in the scope of work as specified in
maintain the Plant. Schedules ….. hereto which is due to any
19.5.4 In the event of any claim being made or default in the design, drawing or document
action brought against the Owner which is supplied by the Contractor or due to any
covered by the indemnity set out as given misrepresentation relating to warranties of the
above, the Owner shall promptly notify the Contractor, the Contractor shall not be entitled
Contractor thereof and the Contractor may at to any addition in the price or time.
its own expense conduct all negotiations for 34.2 The Contractor shall not vary or alter any
the settlement of the same, and any litigation of the Works, except in accordance with a
that may arise therefrom. The conduct by the Variation Order from the Owner or as required
Contractor of such negotiations or litigation by a Change in Law and/or Change in
shall be conditional upon the Contractor Clearances. The Contractor may, however, at
having first given to the Owner such any time propose Variation to the Owner for
reasonable security as shall from time to time its consideration and approval.
be required by the Owner to cover the amount
ascertained or agreed or estimated, as the case 34.3 In the event a Variation is required which
may be, of any compensation, damages, is not as per Clause 20.1.2 and 20.1.3, the
expenses and costs for which the Owner may Contract Price and/or Completion Schedule
become liable. The Owner shall not, unless shall be adjusted upwards or downwards as the
and until the Contractor shall have failed to case may be and as shall be mutually agreed to
take over the conduct of the negotiations or beforehand. The Contractor shall not be
litigation, agree to any settlement of such entitled to any extension of time unless such
negotiations or litigation or make any changes materially affect the time schedule.
admission, which might be prejudicial thereto.
34.4 The Contractor is encouraged to develop,
19.5.5 If, in consequence of any infringement prepare, and submit value engineering change
of letters patent, registered design, copyright, proposals voluntarily. If there is any decrease
trademark or tradename, the Contractor is in the cost price
prevented from executing the Work(s) or the
Owner is prevented from using the Facility, 21. RISK PURCHASE
the Contractor shall at its own expense:
21.1 In the event of any delay or any breach in
(i) procure for the Owner the right to continue supply of Supplies and/or Services and/or
using the relevant Plant or part; or Works, the Owner shall be at liberty to either
(i) continue the Contract with due liquidated
(ii) replace the relevant Plant or part with a damages; or (ii) engage any other agency,
non-infringing Plant or part; or parallel to the Contractor, to complete part of
the balance supply at the risk and cost of the
(iii) modify the relevant Plant or part so it Contractor; or (iii) cancel the contract and get
becomes non-infringing. the balance supply done from any other
20. VARIATIONS agency at the sole risk and cost of the
Contractor. The additional cost and expenses
Page 25 of 41
so incurred by the Owner in procuring the 22.4 The Contractor shall be responsible for
whole or part of Works shall be liable to be obtaining clearances required to re-export all
recovered from the charges payable to the equipment, spares and consumables brought
Contractor or the SD cum PBG so deposited into India, except those which have been
by the Contractor. consumed in the Work. The Contractor shall
make all necessary arrangements to obtain
21.2 In case the already delivered Material permission of the Reserve Bank of India
cannot be put to intended use in the absence of directly in relation to the re-export, with
the undelivered Material, Owner shall have the reasonable assistance from the Owner. In the
liberty to buy the entire quantity from any event of any delay in re-export or non-
other source at the risk and cost of the compliance with any required formalities
Contractor. The additional cost incurred in thereof, the Contractor shall be responsible for
purchasing the said material from new source, any duty, penalty or interest levied or leviable
will be recovered from the Contractor besides under any relevant legislation or rules in
recovering the cost of material, which has been connection therewith.
delivered, by the Contractor and consequential
losses incurred by the Owner due to non-
supply of balance quantity in time, will also be 23. INDEMNITY
recovered. However, such Risk Purchase
article shall not apply to any part of extension, 23.1 The Contractor shall defend, indemnify
which would be granted by the Owner under and hold the Owner harmless from and against
force majeure clause. any and all Claims in connection with any
taxes, levies, costs and charges which may be
22. PERMITS, LAWS AND imposed on the Contractor or its sub-
REGULATIONS contractors by any Government Authority
arising out of or in connection with the
22.1 Except to the extent that the same have performance of this Contract.
been obtained by the Owner, the Contractor
shall, at its own cost, be responsible for 23.2 The Contractor shall fully indemnify,
obtaining all Applicable Permits required for hold harmless and defend the Owner Group
the performance of the Works and in respect of from and against:
the Contractor’s Equipment and the
Contractor’s Personnel and for all approvals 23.1.1 all liabilities, any demands,
and permits required for the Contractor to proceedings, losses, costs and expenses,
engage in business and provide services of the damages, penalties, fines, claims, actions and
nature contemplated by this Contract, in India. suits, including reasonable attorney’s fees
(“Losses”) arising from physical damage to or
22.2 The Contractor shall at all times ensure physical destruction of property, or death of or
compliance with all such Applicable Permits. bodily injury to any person to the extent
For the avoidance of doubt, the provisions of caused by any act or omission of the
this Clause pertain not only to the present legal Contractor or any of the Sub-Contractors or
and Government requirements, but also to the any of their respective employees, agents,
legal and Government requirements for the representatives or others under their control
entire period of the Contract (including any (including breach by the Contractor of any of
extension thereof). its obligations under this Contract);

22.3 The Contractor shall be responsible for 23.1.2 any claims of the Sub-Contractor(s)
obtaining all import permits and other licences against the Owner for non-payment in
required for the importation of any Plant and connection with the Works, excluding those by
Equipment. The Contractor shall be a sub¬contractor appointed by the Owner or
responsible within the Contract Price for under any Sub-Contract assigned to the Owner
obtaining all import permits and other licences and arising after such assignment;
required for the importation of Contractor’s
Equipment or other goods or materials 23.1.3 all Losses arising from employers’
required for the purposes of the Works. liability or workers’ compensation claims or
any other claims of, or filed by, any
employees, personnel or agents of the
Page 26 of 41
Contractor or any of the Sub-Contractors in 23.6 Owner shall have the right to retain /
connection with the performance of the withhold out of any payment to be made to the
Works; Contractor an amount sufficient to indemnify
it completely against any such lien, claim,
23.1.4 any claims not covered by insurance, assessment, fine or levy exercised or made and
which would have been covered by insurance all associated costs.
but for the Contractor’s failure to obtain and
maintain the insurance coverage as required 23.7 It is the express intention of the Parties
under this Contract; hereto that the provisions of this Contract shall
exclusively govern the allocation of risks and
23.1.5 all Losses arising from the liabilities of the Parties, it being acknowledged
Contractor’s failure to comply with Applicable that the Contract reflected herein has been
Law (including with respect to any applicable based upon such express understanding. It is
anti-graft or anti-corruption law) or Applicable acknowledged that the compensation payable
Permits in connection with its performance of to Contractor as specified in this Contract has
the Works or otherwise; been based upon the express understanding
that risks and liabilities shall be determined in
23.1.6 all Losses arising as a result of the accordance with the provisions of this
Owner executing any applications or other Contract.
documents at the Contractor’s request in
connection with obtaining or maintaining any 23.8 Third Party Liability
Applicable Permits other than Losses arising
from the Owner’s failure to comply with the 23.8.1 The Contractor shall be liable for, and
terms of the Applicable Permits that it is shall defend, indemnify and hold the Owner
obligated to comply with; Group harmless from and against any Claim in
connection with:
23.1.7 all Losses arising from the
Contractor’s breach of the confidentiality (i) loss of or damage to any Third Party
obligations under this Contract; and property; and

23.1.8 all Losses arising out of or in (ii) death or sickness of or injury to any Third
connection with any Hazardous Materials Party;
brought onto the Site or any other locations
adjoining the Site by the Contractor or the arising out of or in connection with the
Sub-Contractors, or anyone else for whom the performance of this Contract, to the extent
Contractor is responsible. caused by any negligence and/or breach of
duty (statutory or otherwise) of the Contractor
23.2 Contractor shall at all times be Group. For the purposes of this Clause -
responsible for, shall release and shall defend, Indemnities, the words “Third Party” shall
protect, indemnify and hold the Owner’s mean any party which is not a member of the
Group harmless from any Claims, Owner Group or the Contractor Group.
assessments, fines and levies incurred, created,
caused or committed by Contractor Group. 23.10 The Contractor shall be responsible for
the care of Project those parts of the Works
23.4 In the event the Owner is entitled to relating thereto and goods and materials
indemnification and intends to seek intended for incorporation therein until
indemnification under this Clause, Owner Taking-Over of Project occurs in accordance
shall promptly give Contractor notice of such with this Contract.
Claim or action and the Contractor shall have
the right to assume the defence of any such 23.11 In the event of termination of the
case at its own cost and expense. Contract in accordance with these Conditions,
responsibility for the care of such Project,
23.5 This indemnity shall be without prejudice goods and materials shall pass to the Owner
to any other rights or remedies, including upon the effective date of termination or, if
injunctive or other equitable relief, which the later, upon the date on which such goods and
Owner may be entitled to. materials are delivered to the Owner or the
Owner otherwise takes possession of them.
Page 27 of 41
23.12 Injury to Persons and Property other THE NEGLIGENCE, GROSS
than the Works NEGLIGENCE, STRICT LIABILITY,
BREACH OF DUTY OR OTHER FAULT OF
Except as otherwise stated in this Clause, the THE PERSON TO BE INDEMNIFIED AND
Contractor shall be liable for and shall REGARDLESS OF WHETHER THE LOSS
indemnify, protect, defend and hold harmless ARISES IN CONTRACT, TORT, BREACH
the Owner, the Owner’s Affiliates and their OF DUTY (STATUTORY OR OTHERWISE)
respective directors, officers, employees and OR OTHERWISE AT LAW.
agents (the “Indemnified Party”) from and
against any and all demands, claims, suits and 23.10 Pollution and Contamination
causes of action and any and all liability, costs,
expenses, settlements and judgements incurred 23.10.1 The Contractor shall be liable for, and
in connection therewith (including court costs shall defend, indemnify and hold the Owner
and reasonable attorney’s fees incurred by the Group harmless from and against any Claim
Owner if and only if the Contractor fails to resulting from pollution and/or contamination
address such claim by its own attorney having which originates:
received notice of the claim) in respect of
personal injury to or death of third parties and (i) from the property of the Contractor Group
in respect of loss of or damage to any third (including, but not limited to, the Contractor’s
party property to the extent that the same Equipment); and/or
arises out of or in consequence of any (ii) from spills of fuels, lubricants, motor oils,
negligent, reckless or tortuous act or omission pipe, dope, paints, solvents and rubbish or
(including strict or absolute liability) or any other effluent in the care, custody or control of
breach of statutory duty of the Contractor, any the Contractor Group;
Sub-Contractor or their respective agents or
employees in connection with activities under (iii) arising out of or and in connection with
this Contract. the performance of this Contract, whether or
not resulting from or contributed to by any
23.13 Claims in Respect of Damage to negligence and/or breach of duty (statutory or
Persons or Property otherwise) of the Owner Group.
In the event of any claim being made against 23.11 Responsibility for the Project
any Person arising out of the matters referred
to in respect of which it appears that the Without prejudice to the Contractor’s other
Contractor may be liable to indemnify the obligations under the Contract and at law, the
Owner’s Indemnified Party under this Clause Contractor shall be responsible for the Project
the Contractor shall be promptly notified from the Effective Date until the date of issue
thereof and may at its own expense conduct all of the Completion Certificate in respect of the
negotiations for the settlement of the same and whole of the Project. In the event of any loss
any litigation that may arise in relation thereto, or damage to the Project during such period,
subject to compliance with the terms of the the Contractor shall, if instructed by the
claims procedures under any applicable Owner, reconstruct, repair or replace the same
insurance policy. The Owner’s Indemnified at its own expense and in accordance with the
Party shall not, unless and until the Contractor provisions of this Contract.
shall have failed to take over the conduct of
the negotiations or litigation, agree to any 24. LIMITATION OF LIABILITY
settlement of such negotiations or litigation or
make any admission, which might be 24.1 Except as may be otherwise provided in
prejudicial thereto. The Owner’s Indemnified this Contract, in no event shall either party be
Party shall at the request of the Contractor liable to the other, whether arising under
afford all available assistance for any such contract, tort (including negligence), strict
purpose and shall be repaid all costs liability or otherwise, for any indirect,
reasonably incurred in so doing. consequential, special, punitive, statutory
penalties, exemplary or incidental loss or
23.14 THE INDEMNITIES UNDER THIS damages of any nature arising at any time
CLAUSE WILL APPLY REGARDLESS OF from any cause whatsoever, provided that this
Page 28 of 41
exclusion shall not apply to any obligation of (iv) In case the performance guaranteed
either party to pay liquidated damages and/or parameters as per the Schedule - … (Technical
any other penalties/recovery etc. specifically Specifications) is not achieved then Contactor
provided for in the Contract. shall be under obligation to rectify the
complete system or part thereof on free of cost
24.2 The limitations of liability and exclusion basis immediately and in case shut down is
of warranties as set out in the Contract shall be necessary for such rectification then at first
to the maximum extent permitted by opportunity provided by Owner.
applicable law. Nothing in this Contract
purports to limit liability for fraud, death or 24.3.3 However, in case, even after such
personal injury, breach of Applicable Law, rectification, the performance parameters are
indemnity obligations under Clause 23 and not achieved, the Owner shall at its discretion
19.5 of this Contract, criminal negligence, either accept the package subject to reduction
gross negligence or wilful misconduct. in Contract Price or shall be entitled to reject
and replace the whole or any portion of the
24.3 Schedule Guarantee and Delay equipment/sub system as the case may be
Liquidated Damages which is defective or fails to fulfil the
stipulated acceptance requirement in
24.3.1 Schedule Guarantee accordance with Schedule … (Technical
Contractor guarantees that it will achieve each Specifications). However, such
Milestone by the relevant Milestone Date. rejection/replacement by Owner shall not
absolve the Contractor of any of their
24.3.2 Delay Liquidated Damages responsibilities.

(i) Contractor shall within 10 Business Days 24.3.4 The aforesaid shall be without prejudice
following receipt of Notice from Company to and in addition to the Liquidated Damages
demanding payment, pay to Company the as provided for and quantified under Schedule
amounts specified in Schedule … – …- Milestones, Milestone Dates and
Milestones, Milestone Dates and Liquidated Liquidated Damages.
Damages, together with any applicable GST
on such amounts, for each Day of delay (or 25. RELATIONSHIP BETWEEN
part thereof) in achieving any Milestone, PARTIES
subject to the limits (if any) specified in 25.1 Nothing contained in the Contract is
Schedule …– Milestones, Milestone Dates and intended to, or shall operate to, create a
Liquidated Damages or agreed by the Parties relationship of partnership or employer-
in writing (as applicable). employee or joint venture between the parties.
(ii) The Parties acknowledge that the Nothing in the Contract constitutes either party
liquidated damages set forth in Schedule …– as the agent or legal representative of the other
Milestones, Milestone Dates and Liquidated party or creates any fiduciary relationship
Damages reflect a genuine pre-estimate of the between the parties. Neither party shall have
losses that Company may suffer or incur as a authority to act in the name or on behalf of or
result of Contractor’s failure to achieve a otherwise to bind the other or commit or
Milestone by the relevant Milestone Date or purport to bind the other in any way (including
otherwise for the matters addressed therein the making of any representation or warranty,
and are not in the nature of a penalty. the assumption of any obligation or liability
and the exercise of any right or power) or
(iii) If Contractor fails to pay any liquidated pledge the credit of the other party for any
damages when due and owing under Clause purpose.
24.3.2(i), Company will be entitled to
withdraw the amount owing (together with any 25.2 As an independent contractor, Contractor
applicable GST on such amount) from the will have complete control, supervision and
Performance Bond or deduct such amounts direction over its equipment and personnel and
from any and all amounts otherwise owing to of its Subcontractors. Company may, from
Contractor under this Contract. time to time, instruct and direct Contractor as
to the results to be obtained from the Works,
Page 29 of 41
but such instructions or directions will not the stipulated timelines prescribed under
relieve Contractor of its duties and obligations the Applicable Law.
as an independent contractor.
c) If at any time the credit of GST, paid by
26. NOTICE AND COMMUNICATION the Contractor, under any invoice issued
by the Contractor, is denied to the Owner,
Any notice required to be given hereunder or payment is demanded by statutory
shall be given by sending the same by authorities due to a deficient invoice or
registered post or by hand delivery to the incorrect reporting of transactions or
address of the addressee shown in this inadequate documents or in the event an
Contract or to such other address as either invoice or other tax documents do not
party may notify to the other for this purpose satisfy the requirements under the
in writing. If sending by hand, notice shall be Applicable Law or due to the Contractor’s
deemed served at the time of dispatch and if failure to deposit any tax collected from
sending by post, notice shall be deemed to the Owner, the Contractor undertakes to
have been given on the 3rd day on dispatch by defend, indemnify and hold the Owner
post. If notice pertains to any breach of a legal harmless against any demand or denied tax
term under the Contract or otherwise, the same credits as well as any interest, penalties
should be addressed to Head Legal. and all other charges/ expenses imposed
on the Owner as a result of claiming such
27. TAXES tax credit.
Taxes shall be applicable and payable d) the Contractor shall be responsible for
according to guidelines mentioned in Schedule ensuring that it is registered under the
… (Taxes). Applicable Law including relevant GST
27.1 To the extent that the input tax credit is legislations during the term of this
available to the Owner, the applicable GST, if Contract. In case, the registration of the
any, shall be paid by the Owner, only upon Contractor is cancelled, withdrawn or
fulfilment of the following conditions surrendered during the term of this
cumulatively: Contract, or where, for any reason,
whatsoever, the Contractor is not required
a) the Contractor shall submit valid to obtain registration under GST
invoice(s) to the Owner, in accordance legislations, the Contractor undertakes to
with the Applicable Law, so as to enable intimate the Owner immediately. If at any
the Owner to claim GST credits, if any, time, the Contractor fails to intimate the
available to the Owner, under the Owner about the de-registration/
Applicable Law. Such invoice(s) shall cancellation, the Contractor undertakes to
inter alia reflect, the details of the nature defend, indemnify and hold the Owner
of service(s) provided, the breakup of harmless against any liability including
Contract Price charged along with the that of any unpaid GST as well as any
applicable GST, if any, payable thereon, interest, penalties and any/all other
and all other details/ particulars/ charges/ expenses imposed on the Owner
information required to be furnished in as a result of the same.
this regard, in terms of the Applicable
Law. The Owner shall not be bound to 27.2 the Contractor undertakes that it shall
make any other payments except for the pass on the benefits of any tax related
Contract Price and GST mentioned exemptions or rebates to the Owner and
therein. Any out-of-pocket expenses shall that it shall provide the Owner with any
not be payable by the Owner, unless a transaction related documentation/
valid invoice as per the Applicable Law is information that it may require in order to
issued in this regard. avail any tax credits/ rebates/
deductions/exemptions.
b) The Contractor shall discharge the liability
of GST to the concerned authorities and 27.3 the Contractor shall comply with the
upload the relevant details and the GST Anti-Profiteering measures prescribed
returns in relation to such payments within under the GST legislations.
Page 30 of 41
27.4 The Owner shall be entitled to retain or assignment for the benefit of its creditors;
withhold any part or whole of the
Contract Price including GST, if any, 28.3.2 has insolvency, receivership,
payable thereon, in the event the reorganization or bankruptcy proceedings
Contractor breaches any of the material brought against it and the petition
terms of this Contract or is not in commencing such proceedings is not
compliance with the conditions stipulated controverted and the proceedings dismissed or
under Clause 27.1 above, until the same effectively stayed within 60 (sixty) days of
has been complied with, or the such commencement;
requirements under the Applicable Law
in relation to this Contract have been 28.3.3 has Abandoned the Contract;
adhered to. Such retention or withholding 28.3.4 despite previous warnings in writing
by the Owner shall not be deemed to from the Company has wrongfully refused or
constitute a breach of the Owner’s has materially failed or neglected at any time
obligations under this Contract and the to execute the Contract or is failing to proceed
Contractor agrees that it shall not seek with the Contract with due diligence or is
any remedy, relief or claim from the neglecting to carry out its other obligations
Owner in relation thereto. under the Contract in each case so as to affect
materially and adversely the execution of the
28. TERMINATION
Contract;
28.1 Termination by Owner without Cause
28.3.5 has failed to achieve Completion of
The Owner may, at its option, terminate all or Works within 60 (sixty) days of the
any part of the Work or the Contract forthwith completion schedule in accordance with the
without cause at any time by giving written Contract, due to the reasons attributable to the
notice to the Contractor, subject to the Contractor. Then the Owner may by notice to
provisions of Clause 28.2 (Reimbursement to the Contractor and without prejudice to any
Contractor). other remedy under the Contract, terminate the
Contract and enter the Site and expel the
28.2 Reimbursement to Contractor Contractor therefrom but without thereby
releasing the Contractor from any of its
In the event of termination under the obligations and/or liabilities which have
provisions of Clause 28.1 (Termination by accrued as at the date of termination of the
Owner without Cause), the Owner’s sole Contract and without affecting the rights and
liability in respect of such termination shall be powers conferred by the Contract on the
to pay to the Contractor (a) all sums properly Owner. Upon such termination the Owner may
due to the Contractor under the Contract in itself complete the Works or may employ any
respect of the Work (or terminated part other Contractor to complete the job at the risk
thereof) up to the date of termination; and (b) and cost of the Contractor.
any demobilisation fees or charges specified in
the Contract for terminated equipment or 28.3.6 violates any of its obligations under this
personnel. Contract including any obligations relating to
the HSE Policy of the Owner as mentioned in
28.3 Contractor’s Default Schedule… (HSE Policy).
the Owner may terminate this Contract by 28.3.7 is in breach of any provisions of this
giving notice in writing to the Contractor, if Contract; and
the Contractor-
28.3.8 suspension in terms of Clause 13.2
28.3.1 shall have voluntarily commenced continues for more than [•] days continuously.
winding up, bankruptcy, insolvency,
reorganization, stay, moratorium or similar 28.4 Opportunity to Remedy
debtor-relief proceedings, or shall have
become insolvent or in unable to pay its debts The Owner’s right to terminate the Contract
as they become due, or admits in writing its following the occurrence of the events or
inability to pay its debts or makes an circumstances described in Clause 28.3 shall
Page 31 of 41
be subject to the Owner having first given the (vii) opt to use Works in the event of non-
Contractor 15 (fifteen) days’ prior notice of its availability of substitute Works or to maintain
intention to terminate the Contract, during operations of the Project but without prejudice
which period the Contractor shall cure the to its right to claim damages attributable to
relevant default. consequences arising due to such Works;

28.5 If the Contractor fails to rectify such (viii) obtain substitute Works elsewhere and
breach in supply of the Works within the time recover from the Contractor any expenditure
frame specified in Clause 28.4, the Owner may reasonably incurred by the Owner in obtaining
at its discretion and without prejudice to other the Works in substitution from another
rights and remedies under the Contract or Contractor.
otherwise, avail itself of any one or more of
the remedies as hereunder: 28.6 If the Owner exercises its rights under
conditions (ii), (iv) and/or (v) above in respect
(i) reject the Works (in whole or in part) which of Works which do not, in the Owner's
are not in deliverable state as per the opinion, meet the requirements specified in the
conditions of the Contract at the risk and cost Contract, the Contractor shall grant necessary
of the Contractor and Contractor shall right to the Owner to utilise the relevant
immediately pay to the Owner a full refund for Works until such time as they meet those
the Works, Services or Supplies so rejected. requirements.

(ii) give the Contractor the opportunity at the 28.7 Notwithstanding anything to the contrary
Contractor's expense either to remedy any in this Contract, there shall be no obligation
defect in the Works (including any Services or whatsoever on the Owner to accept any
Supplies) or to supply substitute Services / defective Works, delayed delivery and/or
Works and carry out any other necessary work performance of the Contract and it is expressly
to ensure that the terms of the Contract are agreed by the Parties that acceptance of such
fulfilled within a reasonable period specified defective Works, delayed delivery and/or
by the Owner; performance by the Owner in its sole
discretion, shall not prejudice any right/claim
(iii) refuse to accept any further Supplies, of the Owner to damages for supply of such
Services and/or Works or subsequent defective Works, delayed delivery and/or
performance of the Supplies, Services and/or performance and/or for breach of the Contract.
Works which the Contractor attempts to make, In the foregoing, the Owner shall reasonably
in each case without any liability to the determine the amount of damages that shall be
Owner; leviable upon / payable by the Contractor. Any
damages so determined by the Owner shall be
(iv) carry out or procure that some other paid by the Contractor within fifteen (15)
person carries out at the Contractor's expense days. The levy of damages/acceptance of
any work necessary to make the Works performance, as above, shall not prejudice any
comply with the Contract; rights of the Owner as per other terms of this
(v) instruct the Contractor to suspend Contract.
performance of its obligations under this 28.8 In the event of breach by the Contractor
Contract with immediate effect and to take of its obligations under the Contract, the
such steps as the Owner may direct in order to Owner may terminate the Contract in whole or
remedy such breach at the Contractor's in part or to rescind the Contract, in each case
expense; without any liability to the Contractor.
(vi) claim such damages as may have been 28.9 Owner reserves the right to reject the
sustained due to such breach or breaches of the Supplies, Services or Works in case the
Contract as per terms and conditions of this Contractor fails to remedy the default within
Contract or under applicable Trade Usage the period specified in this Clause.
taking into account the prevailing trade
practice or scientific data of potential loss 28.10 Payment after Termination
attributable to such Defects in the Works;
28.10.1 The Owner shall not be liable to make
Page 32 of 41
any further payments to the Contractor until relating to Warranty, Payment, Taxation,
the costs of execution and all other expenses Indemnities, Consequential Loss, Termination,
incurred by the Owner in completing the Confidentiality and General Legal Provisions
Works have been ascertained (herein called – Arbitration & Governing Law and
“Cost of Completion”). Jurisdiction shall survive the expiry or
termination of the Contract and shall remain in
28.10.2 If the Cost of Completion when added full force and effect after such date.
to the total amounts already paid to the
Contractor as at the date of termination 28.14 Termination for Force Majeure
exceeds the total amount which would have
been payable to the Contractor for the Should any circumstance of Force Majeure
execution of the Works, the Contractor shall continue for a period equal to or more than 6
upon demand, pay to the Owner the amount of (six) consecutive months then the Owner may
such excess. Any such excess shall be deemed terminate this Contract with immediate effect
a debt due by the Contractor to the Owner and by notice in writing to the Contractor, in which
shall be recoverable accordingly. If there is no case the Owner’s sole liability in respect of
such excess the Contractor shall be entitled to such termination shall be to pay to the
be paid the difference (if any) between the Contractor all sums properly due to the
value of the Works ascertained and the total of Contractor under the Contract in respect of the
all payments received by the Contractor as on Work up to the date of termination. In such
the date of termination. circumstances, no demobilisation or similar
fees or charges for equipment or personnel
28.11 In the event of termination under any shall be payable by the Owner.
provision of this Contract, the Contractor
shall: 29. NOT USED

(i) promptly cease performance of the Work 30. NOT USED

(or relevant part thereof) and, as directed by
the Owner, clear all unnecessary Contractor’s 31. FORCE MAJEURE
Equipment and Contractor’s Personnel from 31.1 Neither party shall be liable for any delay
the Site; or failure in the performance of this Contract
(ii) allow the Owner all necessary rights of due to
access to the Site to take over the Work (or (i) act of God such as fire, flood, earthquake or
relevant part thereof); and like natural calamity, and
(ii) war, riots or civil commotion
(iii) if, and to the extent, requested by the if they impede the performance of the Contract
Owner assign any subcontracts or other rights or make performance unreasonably onerous,
and titles relating to the Work (or relevant part provided that such material and adverse effect
thereof) which the Contractor may have could not have been prevented, overcome or
entered into or acquired. remedied by the affected Party through the
exercise of diligence and reasonable care
28.12 Saving of Rights (“Force Majeure Events”).

The termination or expiry of this Contract 31.2 Force Majeure Events shall specifically
shall be without prejudice to the rights and not include –
obligations of the Parties up to and including (i) unavailability, late delivery, or changes in
the date of such termination or expiry, and the cost of the machinery, equipment,
shall not affect or prejudice any term of this materials, spare parts or consumables;
Contract that is expressly or by implication (ii) prevailing weather conditions in the Block,
provided to come into effect on, or continue in including during monsoon periods;
effect after, such termination or expiry. (iii) failure or delay in performance by any
Subcontractor; and
28.13 Survival of Clauses upon (iv) normal wear and tear or flaws in materials
Expiry/Termination and equipment or breakdowns in equipment
The provisions of the Contract and Clauses
31.3 The party, which is not able to perform its
Page 33 of 41
obligations under this Contract on account of (ii) The language of the mediation and
Force Majeure Event(s), shall without any arbitration proceedings shall be English. The
delay, notify in writing the other party on the seat of arbitration shall be Chennai, India.
initiation and cessation of such Force Majeure
Event(s) and shall use diligent efforts to end (iii) The award made in pursuance thereof
the failure or delay in performance to shall be final and binding on the parties.
minimize effects of such Force Majeure Event.
In such a situation, the party, which is not able (iv) The Parties hereto agree that they shall be
to perform its obligations under this Contract obliged to carry out their Obligations
on account of Force Majeure Event(s), shall under the Contract even in the event a
not be liable to the other party for the default dispute is referred to Arbitration. It is
or breach of this Contract for the period of further clarified that the Owner shall be
failure or delay. entitled to retain any sum or portion of
Contract price, which has become due and
31.4 If the Force Majeure Event(s) continues payable, for any unfinished Works or any
beyond 30 days, the parties shall make efforts subject matter under arbitration.
to find an amicable solution for future course (v) In case of invocation of the Arbitration by
of action agreeable to both parties in a fair and the Contractor, no reference for arbitration
equitable manner. shall be maintainable unless the Contractor
furnishes an interest free security deposit
31.5 Both Parties agree to use their respective of a sum determined according to rates
reasonable efforts to cure any event of Force agreed as under to the Owner and the sum
Majeure to the extent that it is reasonably so deposited shall, on the completion of
possible to do so. the arbitration proceedings and
pronouncement of Award be adjusted
32. ARBITRATION against the cost, if any, awarded by the
32.1 Any dispute or difference whatsoever arbitrator against the Contractor. It is
arising between the parties out of or relating to further agreed that the balance amount
the interpretation, meaning, scope, operation after such adjustment, if any, shall be
or effect of this Contract or the existence, refunded to the Contractor within one
validity, breach or anticipated breach thereof month from the date of the Award:
or determination and enforcement of
respective rights, obligations and liabilities of Amount of Claim Rate of
the parties thereto shall be amicably settled by Security
way of mediation. If the dispute is not Deposit
conclusively settled within a period of twenty-
one (21) days from the date of commencement For claim above Rs.10 10% of the
of mediation, the dispute shall be referred to Crores amount claimed
an independent engineer to be appointed
mutually by the Parties and the independent
engineer shall make all efforts to resolve the For claim between 12% of the
dispute within a period of 21 days of the Rs.5 Crores – 10 amount claimed
reference of dispute. In the event the Crores
independent engineer fails to resolve the
dispute within a period of 21 days, the dispute For claim below Rs.5 15% of the
shall be referred to and finally resolved by Crores amount claimed
arbitration under Indian Arbitration and
Conciliation Act 1996. The arbitration shall be
conducted as follows:
33. GOVERNING LAW AND
(i) The Arbitration shall be conducted by a JURISDICTION
forum of three arbitrators with one arbitrator
nominated by each Party and the presiding 33.1 This Contract shall be governed by,
arbitrator selected by the nominated construed and enforced in accordance with the
arbitrators. laws of India.
Page 34 of 41
 defaults or neglects of the Contractor under the
33.2 The parties submit to the exclusive terms of this Contract.
jurisdiction of the courts of Thoothukudi,
Tamil Nadu, India and any courts that may 34.2.4 The Contractor shall ensure that all sub-
hear appeals from those courts in respect of contracts are made in writing and contains all
any proceedings in connection with this the obligations specified herein on a back to
Contract. back basis.

34. ASSIGNMENT AND 34.2.5 Subcontracting, shall not in any way

SUBCONTRACTING diminish or relieve the Contractor from
discharging any duties and obligations so
34.1 Assignment subcontracted or discharge, diminish or relieve
the Contractor from any of its duties or
The rights and duties under this Clause shall obligations under the contract.
be assigned automatically if the Owner
undergoes a merger during the subsistence of 34.2.6 In the event of Termination of the
this Contract. Contract, not due to any fault of the Owner,
the Contractor shall act in good faith and
34.1.1 The Contractor shall not assign either cooperate with Owner, facilitating sub-
the Contract or any part of it or any benefit or contract Contracts directly between the Owner
interest in or under it without the prior written and the Sub-contractors.
approval of the Owner.
34.2.7 Neither Party shall be deemed by virtue
34.1.2 The Owner shall be entitled to assign of this Contract to have any contractual
the Contract or any part of it or any benefit or obligation to or relationship with any sub-
interest in or under it to any co-venturer, its contractor of the other party.
lenders or Affiliate of the Owner. Any
assignment by the Owner to any other party 35. PROVISIONAL ACCEPTANCE AND
shall require the prior written approval of the TAKING-OVER
Contractor, such approval should not to be
unreasonably withheld or delayed and shall be 35.1 Notice of Provisional Acceptance
provided within seven (7) days of the Owner When the Contractor has:
making a request.
(i) Completed all the works required for
34.1.3 In the event of an assignment by a Party Commissioning- Successfully completed the
pursuant to Clause 34.1.1 or 34.1.2 and if Commissioning and Project made ready for
requested by that Party, the other Party safe operation;
undertakes to enter into such documentation as
is reasonably necessary to transfer the first (ii) Imparted training to the Owner’s personnel
Party’s obligations under the Contract. on operation, maintenance and safety aspects
of the Project, subject to the Owner providing
34.2 Subcontracting personnel for such training.
34.2.1 The Contractor shall not sub-contract (iii) paid all the liquidated damages and other
the whole any part of the work to any sub- damages payable under this Contract.
Contractor for the performance of the Contract
without the prior written consent of the (iii) Provided to the Owner the following
Owner. documents:
34.2.2 The approval granted by the Owner (a) such preliminary operating and
under Clause 34.2.1, shall not discharge the maintenance manuals and drawings and other
Contractor from any of his contractual information as may be specified in Schedule
obligations. … - Technical Specifications, to be provided
prior to Taking-Over of Project or otherwise as
34.2.3 The Contractor shall be responsible for may be reasonably required by the Owner for
the acts, defaults and neglects of all Sub- the safe and reliable operation of the Project.
Contractors, workmen as if they were the acts,
Page 35 of 41
(b) such certification by the Contractor or 35.3.2 The Contractor shall rectify or complete
other written evidence as the Owner may to the standards specified in the Contract and
reasonably require that the Contractor has in accordance with the Schedule stated in the
complied with the Applicable Law and Punch List any outstanding items of Works or
directives relating to the operation of the Project noted as requiring rectification or as
Project and has obtained all Applicable incomplete. In the event that the Contractor
Permits in connection with the design and fails to commence and/or diligently proceed
construction of the Project which it is the with the execution of any such outstanding
Contractor’s responsibility to comply with or item of work in accordance with such
to obtain. Schedule, the Owner may arrange for the
outstanding work to be done and the
The Contractor shall so notify the Owner in reasonable cost thereof shall be certified by the
writing and if such notice was given properly Owner and deducted from the Contract Price
in accordance with the requirements of the or paid by the Contractor to the Owner.
Contract the Owner shall, within 7 (seven)
days following receipt of the Notice of 35.3.3 The Parties may in any event agree that
Provisional Acceptance, either (a) issue a any outstanding item of work shall be carried
Provisional Acceptance Certificate in the form out by the Owner or shall otherwise be deleted
set out in Provisional Acceptance Certificate from the Punch List referred to above, subject
hereto or (b) if reasonable cause exists for to the Contract of an appropriate sum to be
doing so, notify the Contractor that Provisional paid or allowed by the Contractor to the
Acceptance has not been achieved, stating the Owner in respect of such outstanding item.
reasons thereof.
35.4 Partial Taking-Over
35.2 A Provisional Acceptance Certificate
issued subject to the contents of the Punch List At any time, by giving prior written notice to
which is current at the time of issue and may the Contractor, the Owner shall have the right
exclude, at the discretion of the Owner, any to use and operate any portion of the Project.
part of the Work which is not complete and In such event, care, custody and control, and
ready for Taking-Over, in which case the risk of loss and damage, for such portion of
provisions of the Clause 35.3 shall apply the Project shall pass to the Owner, effective
subsequently and separately to such part upon as of the date of such notice or upon the date
its completion. of actual use of such portion of the Project,
whichever is earlier. Such take-over of a
35.3 Punch List portion of the Project shall not be deemed to
be Provisional Acceptance or Performance
35.3.1 The Punch list shall mean the list of Acceptance of the Project.
physically incomplete items, which don't
materially interfere with operation of the 35.5 Reliability Run
Project. The Contractor shall, in conjunction
with the Owner’s Representative, prepare and Upon successful “Commissioning” of the
update on a continuing basis during the period plant, the various equipment and systems will
between Power on and Performance be observed for their performance in line with
Acceptance, Punch Lists of outstanding items the intended design. The period between
requiring completion or rectification, items to “Commissioning” and “Performance Test”
be furnished, or Works to be undertaken, shall be utilized for further fine tuning of
corrected or completed by the Contractor in individual equipment / systems in order to
order to complete or correct the Scope of demonstrate the capability of Facility to
work, before being finally completed (the produce as per the intended design and
“Punch List”). In the preparation and updating capacity levels.
of such Punch List(s) and the Schedules
contained therein, the Parties agree to use all Should any major failure or interruption occur
reasonable endeavours to ensure and/or permit in any portion of the Facility due to or arising
the rectification and completion of outstanding from faulty design, materials, workmanship or
items without undue delay. omissions or incorrect erection, sufficient to
prevent safe and full commercial use of the
plant, then the operations may be stopped so
Page 36 of 41
that necessary remedies are put in place. appliances for erection and maintenance of the
Plant and Equipment.
The Reliability Run shall deem to have been
achieved, 37.2 While preparing the list of special tools
and tackles, the Contractor shall include such
i. When Owner is fully satisfied that the number of sets as he may recommend
Facility has been fully proven with respect necessary from his own experience.
to its Quantity, Quality, Process Controls,
367.3 The Contractor shall provide ordering
Safety & Environmental aspects and
specification including the names of
successful operation of all the equipment
Contractors and giving sufficient details of
and its associated parts for 14 continuous
such special tools and tackles enable the
calendar days.
Owner to procure at a later date when
ii. During this period, The Contractor is necessary.
allowed with a maximum of XX 38. REJECTION OF DEFECTIVE PLANT
shutdowns for XXXX and each shutdown
not lasting more than a maximum of 36 38.1 For the purpose of this Contract,
hours or not more than a cumulative total Minimum Acceptance Criteria is defined in
of 60 shutdown/stoppage hours. Schedule … - Technical Specifications hereto.

iii. During this period, The Contractor shall 38.2 If the completed plant or any portion
ensure the proper training of Owner thereof before it is finally accepted is found to
operating personnel in all respects. be defective or fails to fulfil the Minimum
Acceptance Criteria, the Owner shall give the
b. The Reliability Run shall be completed Contractor notice setting forth particulars of
within the period of 30 continuous such defects or failure and the Contractor shall
calendar days from the date of successful forthwith make the defective plant good, or
Commissioning. make it comply with the Acceptance Criteria.
Should they fail to do so within a period of
36. FINAL COMPLETION time as deemed reasonable by the Owner and
stated in the said notice, the Owner at its
Final Completion of the Works shall be discretion shall have the right to either (a)
deemed to occur subject to fulfilment of the accept the Facility subject to reduction in
following conditions: Contract Price as may be mutually agreed
between the Parties or, (b) in the event the
i. Commissioning shall have occurred and
Parties fail to reach such Contract under (a)
Completeness has been achieved. within 30 (thirty) days, Owner shall be entitled
ii. Performance Acceptance Certificates shall to reject and replace at the cost of the
have been issued or issuance of suitable Contractors the whole or any portion of the
certificate by Owner deciding and informing plant as the case may be which is defective or
the Contractor not to conduct the Performance fails to fulfil the Acceptance Criteria of the
Guarantee Test. Contract. However, such rejection/replacement
by the Owner shall not absolve the Contractor
iii. The Contractor shall have provided all of any of their responsibilities for the balance
outstanding final drawings and documentation part under this Contract.
in accordance with the requirements of 38.3 In the event of such rejection, the Owner
Technical Specifications. shall be entitled to the use of the plant in a
iv. All warranties of the material used, sub- reasonable and proper manner for a time
leases of land acquired etc. shall have been reasonably sufficient to enable him to obtain
transferred to the exclusive right of the Owner other replacement plant.
as per the terms of the contract.
39. WAIVER AND REMEDIES
37. SPECIAL TOOLS & TACKLES
37.1 The Contractor shall supply within the A failure or delay in exercising any right,
Contract Price the special tools, tackles and power or privilege in respect of this Contract
will not be presumed to operate as a waiver,
Page 37 of 41
and a single or partial exercise of any right, partners, agent or servant or any one
power or privilege will not be presumed to authorized by him or acting on his behalf.
preclude any subsequent or further exercise, of The Contractor undertakes that in the
that right, power or privilege or the exercise of event of use of any corrupt practices by the
any other right, power or privilege. All Contractor, the Company shall be entitled
waivers under this Contract must be made in
to terminate the Agreement forthwith and
writing.
recover from the Contractor, the amount of
40. SEVERABILITY any loss arising from such termination. A
decision of the Company or his nominee to
If any Clause or provision of this Contract is this effect that a breach of the undertaking
prohibited, invalid or unenforceable in any had been committed shall be final and
jurisdiction, that provision will, as to that
binding on the Contractor.
jurisdiction, be ineffective to the extent of the
prohibition, invalidity or unenforceability If at any time during execution or
without affecting or invalidating the remaining performance of this Agreement the
provisions of this Contract or affecting the Contractor if faced with any undue
validity or enforceability of that provision in demand, request for gratification or favor
any other jurisdiction, unless it materially from any employee of the Company or a
alters the nature or material terms of this person connection with such employee, the
Contract. Contractor must report the same
immediately at
41. AMENDMENT
[email protected].
This Contract may be amended, modified,
renewed or extended only by a written 42.2 ANTI-BRIBERY &
instrument signed by each of the parties CORRUPTION:
hereto. (i) The Contractor agrees to comply with
the provisions of the Company’s
42. ETHICS Contractor Code of Conduct and the
42.1 GIFTS AND COURTIESIES: The Company’s Human Rights Policy
Contractor shall declare any conflicts of including Modern Slavery Act and in case
interest with the Company including of breach thereof, the same shall be treated
relationship or financial interest of any as a breach of this Agreement.
nature whatsoever with employees, (ii) The Contractor shall maintain records
managers, other Contractors, vendors or and provide to the Company upon request
stakeholders of the Company. such records and evidences, as the
The Contractor shall not use the services Company may reasonably require,
of any of the employees of the Company, confirming the Contractor’s compliance
directly or indirectly or enter into any sort with the obligations under Clause 42.2 (i).
of monetary transaction with the (iii) The Contractor shall comply with the
employees of the Company. The Anti-Bribery and Corruption (AB&C)
Contractor undertakes that he has not requirements as applicable to them.
given, offered or promised to give directly (iv) The Company shall have a right to
or indirectly any bribes, commission, gift, initiate "audit proceedings" against the
consideration, reward, or inducement to Contractor during the Term and for a
any of the employees of the Company or period of three (3) years thereafter, to
their agent or relatives for showing or verify compliance with this Agreement
agreeing to show favor or disfavor to any including AB&C requirements. Such audit
person in relation to this Agreement or may be carried out by Company or by a
forbearing to do or for having done or reputed agency to be appointed by
forborne to do any act in relation to the Company at the sole discretion of
obtaining or execution of the aforesaid Company. The Contractor shall extend full
undertaking, by the Contractor, or his
Page 38 of 41
cooperation for smooth completion of the Modern Slavery Act 2015 (a "MSA Offence");
audit mentioned herein. or (ii) been notified that it is subject to an
(v) Notwithstanding anything in this investigation relating to an alleged MSA
agreement, the Company shall have right Offence or prosecution under the Modern
to terminate the Agreement forthwith in Slavery Act 2015; or (iii) is aware if any
circumstances within its supply chain that
case, it is found that the Contractor has
could give rise to an investigation relating to
failed to comply with the terms of the an alleged MSA Offence or prosecution under
Agreement including AB&C requirements. the Modern Slavery Act 2015;
(vi) The Contractor may submit/report
'Complaints' pertaining to any violation to (b) it shall comply with the Modern Slavery
the Company's ethical business practices Act 2015 and Owner’s Human Rights Policy.
as specified in the Company's Code of
(c) it shall notify the Customer immediately in
Conduct Policy available at writing if it becomes aware or has reason to
https://sterlitecopper.com/pdf/Supplier- believe that it, or any of its officers,
code-of-Conduct-Jan-16.pdf. employees, agents or subcontractors have,
External stakeholders such as vendors, breached or potentially breached any of
customers, business partners etc. have the Contractor’s obligations under this Clause.
opportunity to submit 'Complaints'; Such notice to set out full details of the
however, the Company is not obligated to circumstances concerning the breach or
keep 'Complaints' from non-employees potential breach of Contractor’s obligations.
confidential or to maintain the anonymity
42.5 Any breach of this Clause by the
of non-employees. We encourage Contractor shall be deemed a material breach
individuals sending 'Complaints'/raising of of the agreement and shall entitle the
any matter to identify themselves s instead Customer to terminate the agreement in
of sending anonymous 'Complaints' as it accordance with Clause.
will assist in the effective complaint
review process. 42.6 The Contractor is required to maintain
Post review, if the complaint is found to be detailed reports listing its compliance with all
the Acts, Rules, and other requirements
have been made with malafide intention,
mentioned under this clause, and may be
stringent action will be taken against the required to produce the same on demand of the
complainant. We encourage reporting Owner.
genuine 'Complaints' and those submitted
in true faith. 42.7 Schedule …- Vedanta’s Contractor Code
All the ‘Complaints’ under this policy of Conduct to these General Terms &
should be reported to the Group Head- Conditions shall be deemed accepted by
Management Assurance at the following Contractor as an integral part of this
address: document.
Group Head – Management Assurance, 43. MISTAKE, FRAUD,
Vedanta, 75 Nehru Road MISREPRESENTATION ETC.
Vile Parle (E), Mumbai 400 099
‘Complaints’ can also be sent to the No rights shall accrue to the Contractor or any
designated e-mail id: obligation arise for the Owner, if it is
[email protected] discovered at any time that the consent of the
Owner was obtained through fraud or
misrepresentation or cheating or inducing
42.4 HUMAN RIGHTS
mistake as to any fact material to such consent
The Contractor undertakes, warrants and by Contractor or any Representative of the
represents that: Contractor.

(a) neither the Contractor nor any of its 44. CONFIDENTIALITY

officers, employees, agents or subcontractors
44.1 Each party hereto shall, save as otherwise
has: (i) committed an offence under the
Page 39 of 41
provided herein, maintain in strict confidence,
and not disclose or use for a purpose other 45. NON-SOLICITATION AND
than the purpose set out herein, any DECLARATION
confidential and/or proprietary information
(“Confidential Information”) of any party The Parties agree that during the term of the
including this Contract and the terms and Contract and for a period of one year
conditions hereof. The foregoing covenant following termination, they shall not without
shall not restrict a party from disclosing the prior written consent of the other party
Confidential Information to the extent required directly or indirectly solicit for employment,
in connection with any legal proceeding(s) or engage, hire, employ or contract with any
required for filing with govt. agencies, courts, employee or ex-employee of the other party,
stock exchanges or other regulatory agencies who has worked in connection with fulfilment
under applicable laws and regulations. by the such party of its obligations hereunder
in a key capacity, within six months of their
44.2 The parties shall restrict access to the departure.
Confidential Information only to its own
employees or professional advisers who need 46. MISCELLANEOUS PROVISIONS
to have such access for the purposes of
performing the obligations or enforcing the (i) Entire Contract: This Contract along
rights under this Contract and who have addendums and with all Schedules, if any
agreed with such party to abide by the constitutes the entire Contract and
obligations of confidentiality equivalent to understanding between the parties with respect
those contained herein with such party. The to its subject matter and overrides and
disclosing party shall remain vicariously liable supersedes all previous Contracts,
for such disclosure. representations, written documents,
correspondence and understanding of the
44.3 Unless otherwise agreed, this Clause shall parties, whether in writing or otherwise.
continue to remain in force for a period of 2
years after the expiry or termination of this (ii) Counterpart: This Contract may be
Contract. executed in one or more counterparts, each of
which will be deemed to be an original
44.4 For the purposes of this Contract, the Contract and all of which, when taken
term ‘Confidential Information’ includes such together, will constitute one and the same
non-public information which is disclosed by instrument
either party to the other party, whether or not
marked confidential, and which includes inter (iii) Validation: This Contract shall come into
alia, business policies or practices, business effect when authorized representatives of both
plans, dealings, customer lists or requirements, Owner and Contractor execute and affix their
price lists or pricing structures, technical data, signature hereto in their due capacity, within 3
employee or officers’ data, product lines, working days after confirmation of business
designs, research and development activities by Owner and constitutes the entire Contract
and findings, ideas, concepts, know-how, between the Parties relating to its subject
financial statements and other non-generic matter. Any alteration, amendment or addition
information whether tangible or intangible, to any of the terms of this Contract shall
written or oral, relating to any released or become binding only when such alteration,
unreleased concepts, ideas, projects and amendment or addition is evidenced in writing
services, the marketing or promotion of and is executed by the authorized
products and any other information received representatives of the both parties in their due
from any source which would be deemed as capacity.
confidential or proprietary.
(iv) Costs: Each Party shall bear its own legal,
44.5 Each Party agrees that it will not use the professional and advisory fees, commissions
name or logo of the other party, without the and other costs and expenses incurred by it in
prior written consent of the other party(ies) connection with this Contract.
hereto.
Page 40 of 41
(v) Language of the Contract: English shall (vi) Remedies cumulative: Except as
be the language of the Contract and all expressly provided in this Contract, all
documentation prepared in relation to it. All ofremedies available to the Parties for breach of
the parties’ management staff engaged in work this Contract are cumulative and may be
arising out of or in connection with this exercised concurrently or separately, and the
Contract shall be fluent in English. exercise of any one remedy shall not be
deemed an election of such remedy to the
exclusion of other remedies.
[END OF CONDITIONS OF CONTRACT]

tions” along with the Schedule … : Contractor Code of

Conduct shall be deemed to be an integral part of the Contract. Order Acknowledgement by the
Contractor shall cover acknowledging this document and the General Terms and Conditions
mentioned herein as well.

Contract issued hereunder and shall prevail at all times between the Parties over any other terms and
conditions with respect to the provision of Services or supply of Materials or Services, except as
modified, supplemented, or amended either: (i) by formal written amendment of this Contract; or (ii)
by incorporation of any special conditions into the Contract. This Contract shall solely and
exclusively form the contract between Company and Contractor for the purchase of the Materials or
Services to the exclusion of all other terms and conditions (including any terms or conditions which
Contractor purports to apply to any confirmation of order, specification, invoice or other document).

Page 41 of 41