1.

0 SCC:
Special Conditions of Contract (SCC)
The Special Conditions of Contract shall form a part of the Contract/Purchase Order, Tender documents and Specifications.
The following Special Conditions of Contract (SCC) shall supplement the General Conditions of Contract (GCC). Whenever there is a
conflict, the provisions herein shall
prevail over those in the General Conditions of Contract / Instructions to Bidders/Technical Specifications.
All capitalized words and expressions used in this SCC but not defined herein shall have the same meaning as ascribed to them in the
General Conditions of Contract.
1. References:
1.1. NPL Bidding document Dated: 01st Jan, 2020.
1.2. Vendor Initial Offer Ref. PK/NWIL/NPL/070220 by Email Dated: 07th Feb, 2020.
1.3. Vendor Initial Offer Ref. PK/NWIL/NPL/060320 by Email Dated: 06th Mar, 2020.
1.4. MoM signed at NPL Site Office Dt: 06th Mar, 2020.
1.5. Our various email correspondence, telephonic discussions and agreement to various technical and commercial points.
1.6. This PO Ref No.4700009233 Dt: 20th May, 2020
1.7. In case of any contradiction, document at later date shall prevail.
2. Scope of work/supply: The scope of work under this purchase order shall be the Chemistry Operations at 2x 700 MW Nabha Power
Limited for a period of 21 months, as per
Job descriptions given in the detailed Scope of work.
2.1. Operation of following plants:
2.1.1. Pre-Treatment (P.T.) plant.
2.1.2. DM plant (including Ultra Filtration plant).
2.1.3. Feed water-steam chemistry treatment and SWAS monitoring.
2.1.4. All the activity related to condensate polish unit including its regeneration and resin transfer to service vessel.
2.1.5. Effluent treatment plant (including Reverse Osmosis).
2.1.6. Chlorination for Raw water, Potable water and Cooling water.
2.1.7. Chemical lab and quality monitoring function.
2.1.8. Potable water system.
2.1.9. Sewage treatment plant including its intermediate pumping station.
2.2. Scope for P.T. plant & Chemical house:
2.2.1. Maintaining specified clarified water quality.
2.2.2. Operation Desludging Mechanism.
2.2.3. Preparation of required chemical (based on Jar test) at chemical dosing tank and it#s dosing at clarifier inlet.
2.2.4. Operation, cleaning and monitoring of tank & pumps.
2.2.5. Unloading/ Handling and storage of treatment chemicals.
2.2.6. Maintaining of proper documentation viz. log sheets, shift reports and check list etc. as per EIC approved formats.
2.2.7. Up keeping of chemical house area.
2.3. DM PLANT (including Ultra filtration):
2.3.1. Ensure generation of specified quality of DM water as per plant requirement.
2.3.2. Ensuring the output between regeneration (OBR).
2.3.3. Operation of Ultra-Filtration units including its chemical cleaning as & when required.

2.3.4. Discharge of neutralized effluent to common monitoring basin.

2.3.5. Performing brine/acid treatment as and when required and ensuring the life of the resin. Resin top up/replacement if required shall
be carried out by Contractor.
2.3.6. Unloading of all chemicals and their proper storage.
2.3.7. Operational/ cleaning of all vessels/tanks as & when required for smooth operation.
2.3.8. Maintaining proper documentation viz. log sheets, shift reports and check list etc as per approved formats.
2.4. Feed water-steam chemistry treatment:
2.4.1. Prepare and maintain chemical solution of required strength in the dosing tanks.
2.4.2. Monitor proper operation of dosing skids as per recommendation of NPL.
2.4.3. Monitor the values generated by SWAS panel.
2.4.4. Movement of chemicals from stores up to dosing points.
2.4.5. Maintaining proper documentation viz. log sheets, shift reports and check list etc as per approved formats.
2.4.6. Preservation/passivation of auxiliary boiler and main boiler including its pre-boiler section.
2.5. Condensate polishing plant:
2.5.1. Ensuring the output between regeneration (OBR).
2.5.2. Air scrubbing/backwashing, regeneration, cleaning, transfer of resin to service vessel.
2.5.3. Any special activity like brine/acid treatment as and when required to be carried out by Contractor.
2.5.4. Unloading of regenerant chemicals and their proper storage.
2.5.5. Maintaining proper documentation viz.log sheets, shift reports and check list etc as per approved format.
2.5.6. Top up/replacement of if required shall be carried out by Contractor.
2.6. Effluent treatment plants (including Reverse Osmosis): NPL design on zero liquid discharge (ZLD) plant. All the effluents (DM and
CPU neutralization pits, blow downs)
are collected in common monitoring basin. The major wastes shall be collected in CMB-
2.6.1. DM plant neutralized waste (including lab).
2.6.2. CPU neutralized waste (including boiler blow down and chemical feed system waste)
2.6.3. Cooling tower blowdown.
2.6.4. Chlorination plants spillages and drains pit chemical.
2.6.5. Dosing of chemical at CMB and air agitation.
2.6.6. Operation of lamella clarifier and oil water separator including its chemical preparation /dosing.
2.6.7. Operation/backwash/cleaning of Dual media filter, ultrafiltration and reverse osmosis plant.
2.6.8. As when required cleaning of UF/RO.
2.6.9. Preparation of all chemical/dosing of chemical/cleaning of tanks to be carried out by Contractor.
2.7. Sewage treatment plant:
2.7.1. Operation/ transfer of sewage from different pumping station to STP collection pit.
2.7.2. Treatment of sewage as per desire quality.
2.8. Chlorination for Raw, potable and circulating water:
2.8.1. Handling, storage and movement of chlorine toners to storage yard. Scope also include loading, transportation and unloading of
empty/ filled chlorine gas tonners
from the vehicle at different sites of station.
2.8.2. Chlorine leak absorption unit to be kept available in all respect including desired caustic level in tank to overcome in case of
leakage of chlorine gas. Ensuring
Leak detector should be always in working condition to indicate/alarm in case of leakage.
2.8.3. All the record of change over the cylinder /consumption of chlorine to be maintained.
2.8.4. Water sample should be collected and tested for residual chlorine.

2.8.5. Continuous/shock dosing to be carried as per process requirement.

2.8.6. Potable water having chlorination by chlorine gas/sodium hypochlorite facility.
2.8.7. Condition monitoring of all chlorine tonners on daily basis for timely detection of unwanted circumstances.
2.8.8. Maintaining proper documentation viz. log sheets, shift reports and check list etc. as per approved formats.
2.8.9. Ensure strict adherence to NPL approved risk mitigation and emergency handling plan.
2.9. Chemical lab and quality monitoring function: Chemical lab is equipped with modern testing instruments such as spectrophotometer,
automatic bomb calorimeter, pH meter,
conductivity meter, viscometer, Karl-fisher titrator etc. instruments. Scope of work shall include following but not limit to-
2.9.1. Laboratory infrastructure like fine chemicals, glassware, consumables and lab equipments required for the analysis of DM water,
steam, condensate, feed water, oil,
mill fineness, unburnt carbon in bottom ash and fly ash shall be provided by NPL.
2.9.2. Preparation of required solutions and standards for any of the analysis as required for the testing.
2.9.3. Proper collection of sampling of all process sample and input chemical shall be carried out by Contractor.
2.9.4. Schedule of Sampling and analysis of water/chemicals samples shall be provided by NPL, Contractor should carry out based
sampling and testing plan.
2.9.5. Sampling and testing like Un-burnt in fly and bottom ash, pulverized coal sieve analysis, oil, flue gas and liquid effluents is also
under the scope of contractor as
and when required by NPL.
2.9.6. The purity of hydrogen gas, dew point of hydrogen gas, oxygen measurement in flue gas and instrument air should be analysed by
Contractor.
2.9.7. The testing procedures for all kind of analysis are to be arranged by the contractor and should be accordance with IS.
2.9.8. Maintaining proper documentation viz. log sheets, shift reports and check list etc. as per approved formats.
3. Additional Terms:
3.1. The number of analysis to be carried out as per NPL requirements and this may vary from time to time as per requirement of plant.
3.2. All standard operating procedures shall be followed OEM manual to ensure the quality and must be approved by NPL concern
manager.
3.3. All testing is to be done as per IS and the same procedure needs to be submitted in the form of standard operating procedures, SOPs.
3.4. All chemicals required for chemistry operation will be in NPL scope.
3.5. Vendor is responsible maintaining the chemical consumption norms as per design. Excess consumption without NPL knowledge
may lead to penalty.
3.6. Damage of the equipment will lead to penalization on Vendor account.
3.7. Housekeeping of the plant is to be ensured along with the upkeep of the equipment.
3.8. Handling and proper keeping of empty raw material containers, barrels, drums, bags at designated places and their periodic
movement to NPL Scrap yard shall be within
scope.
3.9. NPL is also having an auxiliary boiler. This scope includes its conditioning, quality monitoring and Preservation activities as
prescribed by NPL concern.
3.10. Equipment mechanical isolation and coordination with NPL maintenance team is the responsibility of the vendor.
3.11. The contractor shall have to provide separate and dedicated shift mobile connections for major areas, viz: PT plant, DM plant,
ETP/RO, CPU, Chlorination, Lab
services.
3.12. NPL adopts benchmark standards for work practices and safety, and adherence to them especially established Safety work permit in
every activity shall be Vendor#s
primary responsibility.
3.13. Manpower to be envisaged on 24*7 hours basis (A, B and C shifts) at relevant area and few manpower will be required in General
shift.
3.14. All the documents, records and data generated during the service period shall be the sole property of NPL as is not to be shared
with any one and after completion of
service period to be handed over to NPL as per direction of NPL concern.
3.15. A monthly Chemistry report has to be furnished clearly indicating major deviations/improvements and suggestions for
improvements. The report should contain analytical
reports, chemical consumption data, and all key parameters, along with their pattern, observation and recommendation for corrective
action.
3.16. Contractor has to conduct at least two days on job training per month on Plant O&M, quality, MIS and Safety topics.
3.17. A third party expert review by renowned technocrat of this field for total water system to be conducted annually by vendor.
Decision on selection of expert to be
vetted by NPL. The cost shall be borne by vendor against expert visit.
3.18. Contractor has to conduct a safety audit of the site from their central team and submit a report. The frequency shall be once in a
quarter.
3.19. Contractor must ensure monthly visit by a technical expert, having sufficient and well expertise in the fields of Power plant
Chemistry, DM plant, ETP/RO and CPU.

Contractor to provide names of at least four such experts along with their resume to NPL within 15 days from effective date of Contract.
Vendor will ensure the visit any of
these on a monthly basis.
3.20. Safe operation needs to be ensured by the contractor. Good uniform and personal protective equipment will be in the scope of
contractor. PPE required: gloves,
goggles, PVC suit, white apron (for Lab Chemist), shoes, ear plugs, and helmet.
3.21. Contractor has to ensure monthly visit by a technical expert, having sufficient and well expertise in the fields of Power plant
Chemistry, DM plant, ETP/RO and CPU.
3.22. The scope of sample collection from all over the plant as per standard practices is included in this scope. Contractor has to arrange
for required resources.
3.23. The manpower should remain committed to assigned duties even during emergencies like strike, lock out and other natural
calamities and shall assist NPL resources as
and when directed.
3.24. As per the specific understandings,
i) The contractor shall provide identity cards and two sets of uniform per year including shoes and shall pay Annual Bonus and leave
with wages to their employee. Employed
for this contract.
ii) Contractor should not commit any infringement, which might offend the vested interests of the Company within the premises.
4.0 PRESCRIBED QUALIFICATIONS: -
4.1. Site in charge: B.Tech. Chemical/M.Sc. (Chemistry) with minimum 8 years of experience or B.Sc. (Chemistry) with minimum 10
years of experience in relevant area like
PT/DM//ETP/RO/CPU/Chlorination plant/Feed-steam chemistry.
4.2. Process In-charge: B.Sc./M.Sc.(chemistry) with minimum 7 years of experience in the field of water chemistry of large power plant.
He should be well versed with oil,
gas & water related special testing as per system requirement.
4.3. Senior chemist: B.Sc./M.Sc.(chemistry) with minimum 5 years of experience in the field of water chemistry of large power plant. He
should be well versed with oil, gas
& water related special testing as per system requirement.
4.4. Operator: B.Sc.(chemistry) or Diploma/Degree (chemical/mechanical) with minimum 5 years of experience in similar of handling
sophisticated equipment used preferably in
thermal power station.
4.5. Helper: Minimum 10th pass.
4.6. Manpower strength: The total number of manpower envisaged for all chemistry operation including its site in charge is 43 (Forty-
three) with tentative distribution as
in Annexure-III. However, the same is indicative in nature only, manpower strength to be calculated by the vendor as per the work
mentioned in the scope and to be submitted
in technical bid.
5. Price and Price Basis:
5.1. Unit Rates per month for the providing the services as per BOQ as in Annexure-I of all taxes and duties except service tax. GST
shall be paid extra as applicable as
per the prevailing rates. Present rate of GST is 18% of the basic order value and will be paid as per the Government Rules.
5.2. The prices shall remain Fixed and Firm till the validity of the Purchase Order and no escalation shall be allowed for any reason
whatsoever. Revision in the minimum
wage revision and subsequent addition / deletion / revision in the statutory compliances as & when carried out by Statutory Bodies is
included in the unit rates as per the
attached Annexure-I.
5.3. Contract price shall be as specified in the LOI/PO/WO as applicable. This contract price shall be deemed to cover all the
responsibilities and obligations of the
Contractor under the Contract.
5.4. Any revision / introduction of new taxes, duties, levies by the statutory bodies within the contract period will be paid by NPL extra
as applicable. However, in case
withdrawn of existing tax and/or duties by the statutory bodies, same will not be paid by NPL from the date of implication.
6. Taxes and Duties:
6.1. The PO Amount is inclusive of all taxes & duties existing as on date including IGST@18%, However, same shall be paid extra
against submission of Invoice and document
proof.
6.2. No other Taxes and duties will be paid by NPL.
6.3. Advance tax is not applicable.

7. Payment Terms:
7.1. 100% payment with 100% service tax, if any, will be made by EFT (Electronic Fund Transfer) against receipt of monthly invoices
along with all the required documents
and acceptance of work by the Engineer In-Charge.
Following documents should be submitted for payment to Engineer In-Charge given in the Communication clause.
7.1.1. Original Commercial Invoice manually signed duly verified and accepted by the Engineer In-Charge for payment.
7.1.2. Copy of the Attendance Record and Wage Register
7.1.3. Copy of the PF Challan indicating the Name and PF Code for each employee, for the preceding month for which the invoice is
submitted.
7.1.4. Copy of ESI challan
7.1.5. Submission of Performance Bank Guarantee equivalent to 10% of the Annual Basic Contract amount as per NPL Format, valid till
Contract period + 3 months claim period.
PBG Shall be extended for the next year at least two months prior to the completion of first year of the contract.
7.2. The payment will be released within 30 days from the date of receipt of all documents by NPL Engineer In-Charge.
7.3. For the prices mentioned in this PO, Income tax TDS and/or work contract tax and/ or any other tax, if applicable will be deducted
from Service Provider bills, as per
statutory requirements. The necessary certificate shall be issued by NPL at an appropriate time
8. Guaranteed parameters: The performance parameters are the key deliverable to the contract. Any deviation shall be liable for action
from NPL for PT Plant/DM Plant/
boiler feed water treatment/CPU/ETP/RO. The same are as per Annexure-IV
9. Other Terms & Conditions:
9.1. Deployment of Manpower:
9.1.1. Number of Manpower will be deployed at NPL Site for the completion of all activities as per the Scope of Work.
9.1.2. Any additional manpower as per the requirement will be deployed by the Vendor on free of cost basis.
9.2. Arrangement for Manpower: The Contractor will make all the necessary arrangements including To & Fro transportation, Boarding
& Lodging, Local Conveyance etc, for his
employees to be deployed at NPL Site, at his own cost.
9.3. Screening of the Manpower before Deployment at Site:
9.3.1. The vendor will conduct the interview of the deployed manpower at their Chandigarh Office and will intimate NPL the same at-
least 1 day in advance.
9.3.2. NPL will appoint their representative to attend the interview.
9.3.3. NPL representative will be taken into confidence for selection of manpower to be deployed at NPL Site.
9.4. Attendance System: The attendance of the Deployed Manpower will be done on Biometric basis. The Biometric Attendance
Machine will be provided and installed by NPL.
9.5. Canteen Services: Canteen services will be provided to the vendor on chargeable basis.
9.6. Computer & Internet Facility: Computer and Internet facility will not be provided by NPL. The same will be arranged by the vendor
at his own cost.
9.7. Cleaning of CMB Tanks will be done by NPL. Balance all tanks including but not limited to Cleaning of Water Storage Tanks /
Chemical Tanks / Tube Settlers will be done
by the vendor as per the requirement of the Plant and instruction of NPL Engineer In-charge.
9.8. The contractor can assign or sub-let any part of the contract related to manpower supply by any other party or agency with written
consent of NPL. However, contractor
will be solely responsible & accountable for the performance of the contract in all respect.
10. Mobilization Period and Contract Period:
10.1. The effective date of order is the date on which order is confirmed on you.
10.2. Mobilization Period: The Mobilization Period for Deployment of 100% resources shall be within 30 days from the date of issue of
PO.
10.3. Contract Period: The Contract Period shall be valid till 31st Mar, 2022.
10.4. The contractor should strictly adhere to the schedule. In case any delay is anticipated, the Contractor shall notify the Purchaser in
writing immediately explaining
the cause of delay and arrangement for recovering the delay.
10.5. The period can be extended with an escalation of 5 % YOY by NPL for another one year which will be on sole discretion of NPL
and binding to the Contractor.
11. Liquidated Damages:
11.1. In case of any failure whatsoever towards timely delivery of the materials due to any reason attributable to Vendor, the Vendor
shall be liable to pay to NPL

liquidated damages, and not by way of penalty, an amount calculated at the rate of 1% of the Basic PO Amount for each week of delay or
part thereof subject to maximum of
10.0% of the Basic PO Amount.
11.2. Payment or deduction of liquidated damages shall in no way relieve the Vendor from completing the works and discharging all its
other obligations under this PO.
11.3. NPL shall have the right to deduct the liquidated damages from any amount due or becoming due.
11.4. Date of Receipt & Acceptance of the materials at NPL Site will be the basis for calculation of liquidated damages. LD will be
levied on the undelivered portion of the
supplies.
11.5. The Vendor confirms that the LD Amount is a genuine pre-estimate of loss / damages and hereby agrees for the payment of the
same.
12. Penalty Clauses:
12.1. The performance feedback on monthly basis will be taken for the following:
12.1.1. If Output between regeneration comes to be less than designed, then the shortfall of DM water shall be charged @Rs 15 per cubic
meter.
12.1.2. In case of regeneration failures: Chemical Cost of regenerates shall be deducted at actual.
12.1.3. Deviation in any quality parameters like DM water/CPU /feed water shall be liable to penalty and decided by NPL concern based
on extent of deviation.
12.1.4. In case of recovery is less than 70% of the total feed, then the amount towards the loss of permeate water shall be deducted @ Rs
25 per m3 from monthly bill.
12.1.5. Failure to furnish monthly report on or before 05th of every month shall liable to penalty of Rs 5,000/-.
12.1.6. Failure to have monthly expert visit shall liable to penalty of Rs 10,000/-.
12.1.7. In the event of non-availability of any of the resources in any of the shift the penalty shall be @150% of the cost of per shift
operation calculated as total Cost
of contract per day divided by number of shifts in operation per day.
12.1.8. Breakage/damage of any fixed assets or any other NPL property shall invite a penalty as per actual value.
12.1.9. If violation of safety, penalty shall be imposed as per NPL HSE norms.
Two (02) months stabilization period will be given for achieving process parameters covered under clauses- 12.1.1. & 12.1.4. only.
However, the decision of NPL-EIC
regarding implementation & calculation shall be final & binding.
12.2. In case of any damage of equipment/machinery due to negligence of contractor or any other reasons attributed to contractor or poor
workmanship, the decision of
Engineer in Charge regarding the amount of recovery shall be final and binding.
12.3 If the contractor fails to execute the work as per directions of NPL Engineer (I/c) within the time frame given. NPL shall get the
work done by third party at the risk
& cost of contractor.
12.4. Except for the penalties that to be deducted at actual. Other short performances on the running bill penalties will be calculated
according to the rates indicated
above, subject to capping of 10% of the basic value.
13. Communication # Engineer In-Charge: All correspondences including invoicing pertaining to this PO shall be to the attention of:
Mr. Navneet Singh
M/s Nabha Power Limited, PO Box No. 28, Village Nalash, Rajpura -140401, Punjab, India.
Cell No. +91-8146628241
Email: Navneet.Singh2@larsentoubro.com
14. Definitions:
14.1. NPL/Owner: M/s Nabha Power Limited, Rajpura
14.2. Vendor: M/s NALCO Water India Ltd.; Kolkata
15. Enclosures:
15.1. Indicative Manpower- Annexure III.
15.2. Guaranteed Parameters- Annexure IV.
16. Other GCC terms: In addition to the terms & conditions mentioned in the General conditions of contract (GCC), the following terms
shall also apply to this contract and
in the case of any discord of the below with any other terms of the contract, the former will replace the latter and only its applicability
will be effective.

16.1. NPL will not be liable for any payment for the suspension period other than any work/services completed prior to start of
suspension period.
16.2. Termination for convenience: NPL can terminate the contract with notice period of Three (3) months without any financial
implication. In case of termination NPL shall
not be responsible for any payment whatsoever, except for the payment of Contract Price for the work completed and accepted by NPL.
The contract can be short closed at any point of time during the period of the contract with mutual agreement between Contractor and
NPL.
16.3. Contractor must take an Insurance policy with comprehensive coverage of their workers under Employees Compensation Act, 1923
and renew it from time to time before
expiry. In absence of the policy, contractor shall not engage any labour for any work.
16.4. Contractor/Bidder agrees to indemnify NPL and keep NPL, its officers, directors and employees indemnified and harmless from-
(i) any loss, damage, cost or expense (including reasonable attorney fees) (Loss) arising from any claim, demand, assessment, action, suit
or proceeding (Claim) arising or
occurring during the performance of the Contract or thereafter as a result of negligence on the part of the Contractor/Bidder and/or on the
part of his employees/
representatives.
(ii) any Loss or Claim arising from or related to breach of any of the terms of this Contract/Agreement on the part of the
Contractor/Bidder and/or on the part of his
employees/representatives; and
(iii) any Loss or Claim arising from any violation/infringement on the part of the Contractor/Bidder and /or on the part of his
employees/representatives of any government
regulations, statutory duties and compliances etc.
16.5. NPL/NPL shall have the right to examine, inspect and investigate, at any time the Drawings, Documents and Resources deployed
by the Contractor for fulfilling its
scope/obligations under the Contract. Advance intimation to be given to Contractor wherever necessary as felt by NPL, Contractor to
ensure and facilitate the process
without any delay and hindrance.
16.6. The contractor shall obtain a suitable insurance cover for its own and subcontractor#s supervisors/and those deputed at site in
connection with the supervision
services against illness, accident and death.
16.6.1. The contractor shall obtain following insurance policies and submit the details to the EIC.
a) Third party Liability Cover wherever applicable,
b) Workmen Compensation Policy,
c) Insurance for all equipment, motor vehicles etc.
d) Medical Insurance coverage against Hospitalization of value not less than 3 Lakhs per person.
16.6.2. The contractor shall take all risk Insurance Policy to cover all his workmen, staff including its subcontractors, applicable under
the Employee Compensation Act
1923 as amended from time to time and also insurance cover for third party liability. The contractor shall keep the NPL indemnified
from all liabilities arising out of his
action in pursuance of this Contract.

2.0 Documents for Payment:

1. Original Commercial Invoice, manually signed duly verified and accepted by the Engineer In-Charge for payment
2. Copy of the Attendance and Wage Register
3. Copy of ESI challan
4. Copy of the PF Challan indicating the Name and PF Code for each employee, for the preceding month for which the invoice is
submitted.
5. Submission of Performance Bank Guarantee (PBG) equivalent to 10% of the Annual basic contract amount, valid till Contract period
+ 3 months claim period.
3.0 GCC:
General Conditions of Contract (GCC)
1. General: These conditions of contract supplement the Tender Documents and the Conditions contained in any other document
constituting the contract and shall be
considered as part of the Contract.
2. Confidentiality
2.1. For the purposes of this Contract, the term `Confidential Information' shall include any and all information or data of a scientific,
technical, commercial or
financial nature disclosed between the Parties in relation to the Contract, or which is obtained by a Party from the other in relation to the
Contract, whether in writing,
pictorially, in machine readable form, on disc, mail or orally, or by any other means/modes of disclosure and including without limitation
any information contained in any
written or printed document, hardware, firmware and software, information related to technology and business activities (including, but
not limited to, electricity

generating systems, business outlooks, revenue, costing etc.), computer programs, software (including, without limitation, code, software
output, screen displays, file
hierarchies and user interfaces), formulas, data, inventions, techniques, technology, know-how, processes, ideas, (whether patentable or
not), schematics, specifications,
drawings, product designs, product plans, costing, services, strategies, third party information, and corporate and personnel statistics,
supplier information, market
intelligence, business working, operations, affiliates and other business strategies and other commercial information of a confidential
nature.
2.2. Subject to the other provisions of the Contract, each Party agrees and undertakes not to disclose any Confidential Information
received from the other Party to any
third party. Nothing contained in this Agreement nor any provision or disclosure of information (including but not limited to Confidential
Information) as contemplated
hereunder, shall be construed as creating, conveying, transferring, granting or conferring by one Party on the other any right, license or
authority in or to the
information provided. The Parties hereto shall use the Confidential Information only for the limited purpose of the Contract between the
Parties and for no other purpose
whatsoever.
2.3. In maintaining the confidentiality of Confidential Information hereunder both Parties agree that they shall not, without first obtaining
the written consent of the
other, disclose or make available to any person, firm or enterprise, reproduce or transmit, or use(directly or indirectly) for its own benefit
or the benefit of others, any
Confidential Information save and except that either Party may disclose any Confidential Information to its Directors, officers or
employees, or advisors on a " need to
know" basis to enable them to evaluate such "Confidential Information " in connection with the Contract
2.4. Parties shall ensure that the said employee(s) and /or the said person(s)shall maintain confidentiality with regard to the disclosed
Confidential Information, if any,
and shall issue suitable instructions and/or get suitable written undertakings or agreements executed to bind its employees and /or the
said person(s) to the same
obligations of confidence and safeguarding as the Parties hereto and to adhere to the confidentiality /nondisclosure terms contained in
this Agreement.
2.5. Parties further agree to exercise the same degree of care that it exercises to protect its own Confidential Information of a like nature
from unauthorized disclosure,
but in no event shall a less than reasonable degree of care be exercised by either Party.
2.6. In case the receiving Party becomes legally compelled to disclose any of the information, the receiving Party shall use all reasonable
endeavors to provide, wherever
possible, the disclosing Party with prompt notice so that the disclosing Party may seek a protective order or other appropriate remedy
and/or waive compliance with the
provisions of the Contract. If such protective order or other remedy is not obtained, or the disclosing Party waives compliance with the
provisions of this Contract, the
receiving Party will furnish, or will provide the furnishing of, only that portion of the Confidential Information which is legally
compelled for.
The obligations contained above, shall not apply to Confidential Information.
a) which is in the public domain at the time of disclosure to the Parties; or
b) which later becomes part of the public domain through no breach of this Contract or wrongful act of the receiving Party and only after
such later date; or
c) which is acquired by the receiving Party without any restrictions from a third party, who has a legal right to disclose the Confidential
Information; or
d) which is independently developed through the receiving Party's expertise; or
e) which is approved for release in writing by the Party to which the Confidential Information belongs
3. Suspension of Works:
3.1. NPL reserves the right to suspend and reinstate execution of the whole or any part of the works without invalidating the provisions
of the contract. Orders for
suspension or reinstatement of the works shall be issued by the Engineer in Charge to Contractor in writing. The time for completion of
the works shall be extended for a
period equal to duration of the suspension.
3.2. NPL however, shall not be responsible for any liabilities if suspension or delay is due to some default on the part of Contractor or
their sub-contractor or any
agencies outside the control of the NPL.
4. Termination for Default: NPL reserves the right to terminate the Contract with 7 days' notice, if:
4.1. Contractor's performance is found to be not as per the standard accepted norms or under any non-compliance of acceptance criteria
4.2. Contractor is adjudged bankrupt or insolvent, has a receiving order issued against it, makes a general assignment for the benefit of its
creditors, or, if Contractor
is a corporation, a resolution is passed or order is made for its winding up, a receiver is appointed over any part of its undertaking or
assets, or if Contractor takes or
suffers any other analogous action in consequence of debt; Contractor assigns, subcontracts or transfers the Contract or any right or
interest therein other than in
accordance with the Contract.
4.3. Contractor, in the judgment of NPL has engaged in Corrupt or Fraudulent Practices in competing for or in executing the Contract.
"Corrupt Practice" means the offering,
giving, receiving or soliciting of anything of value to influence the action of any of NPL's Personnel or representative (s) in the
procurement process or in contract
execution. "Fraudulent Practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a
contract to the detriment of NPL and
includes collusive practice among contractors (prior to or after Contract submission) designed to establish contract prices at artificial
non-competitive levels and to
deprive NPL of the benefits of free and open competition.
4.4. Disregards or violates any Laws, policies, Permits or clearances
4.5. Delays in executing the Contract, which results in reaching cap of Liquidated Damages due under the terms of the Contract.
4.6. Commits a breach of the Contract
4.7. Abandons, ceases its performance of the work/services or repudiates the Contract
4.8. Persistently fails to timely correct defects and deficiencies in accordance with the terms of the Contract
4.9. Fails to pay to NPL any undisputed amount due not otherwise disputed in good faith by the date required for such payment
4.10. Fails in co-ordination with other vendors working in the same or adjacent projects
4.11. Fails to comply with statutory requirements.
In any of the such events as mentioned above, the owner has rights to complete the balance works at the risks and cost of the Contractor.
The owner shall also be entitled
to recover from the Contractor the extra cost, if any, incurred by the owner in completing the works as per the contract. The owner may
deduct this amount from any of the
dues payable to Contractor by the Owner.
5. Termination for Convenience: Termination for convenience: NPL can terminate the contract with notice period of One month without
any financial implication. In case of
termination NPL shall not be responsible for any payment whatsoever, except for the payment of Contract Price for the work already
completed and accepted by NPL.
6. Force Majeure:
6.1. Force Majeure means any circumstances beyond the control of the Contractor or NPL, as the case may be, which substantially affect
the performance of the Contract, such
as but not limited to:
6.1.1. natural phenomena, including but not limited to floods, droughts, earthquakes, epidemics, storm & lightning substantially affecting
Work;
6.1.2. acts of any Government, including but not limited to war, declared or undeclared, priorities, quarantines, embargoes,
nationalisation, confiscation;
6.1.3. accidents such as fire and explosions;
6.1.4. strikes or industrial disputes (which are not limited to or affecting Party or its sub contractors ), and sabotage.
6.1.5. riots, civil commotion, insurrection, act of terrorism, belligerence, hostilities, revolution.
6.2. Provided either party shall within fifteen (15) days from the occurrence of such a cause notify the other in writing of such causes.
6.3. The Scheduled Completion Period shall be extended by a reasonable time.
6.4. If Force Majeure applies at any time prior to the Scheduled Completion Period the parties shall meet to discuss a revised schedule
for the completion of the Contract
6.5. The parties hereto shall consult with each other and take all reasonable steps to minimise the losses of either party resulting from
Force Majeure. In case of strike
or lockout, the Contractor shall, as soon as possible, give written notice thereof to NPL, but the Contractor shall nevertheless constantly
endeavour to prevent delay and
shall do all that may reasonably be required to the satisfaction of NPL or the Engineer to proceed with the Works.
6.6. Either Party claiming Force Majeure to avoid any obligation under the contract shall prove the existence of the same to the
satisfaction of the other party, failing
which, no relief shall be given.
7. Aggregate Liability:
7.1. The aggregate liability of the Contractor under this Purchase Order shall not exceed 100% of the Basic Contract Amount.
7.2. The Contractor's financial liability under this Contract shall expire with the expiration of the Defects liability period.
7.3. The Contractor also agrees to defend and hereby undertakes to indemnify NPL and also hold NPL harmless from any and all claims
for injury to or death of any person/s
and for damage to the property arising out of or in connection with the performance of work/service under the Purchase/Service Order.
The Limitation of Liability will not
apply in such cases.

8. Statutory Compliance: The contractor shall be responsible to comply with all the necessary statutory compliances as applicable under
the laws of India and the state of
Punjab. The Contractor shall produce all the necessary documents on demand from NPL. The Contractor shall ensure that its employees
do not indulge in any activities in the
premises, which may be construed as illegal. NPL at any time may conduct an audit and checks the records of the Contractor.
9. Contractor's Labours and Compliances:
9.1. It is clearly understood and accepted by both parties that this agreement and the contract/P.O. between the parties evidenced by it are
on principal to principal basis
and nothing herein contained shall be constituted or understood as constituting either party the agent or representative of the other under
any circumstances.
9.2. The Contractor shall be responsible for payment of compensation/salary/wages of the persons nominated by him for execution of the
work under the given contract. The
supervision and control of such persons shall be with the Contractor. There will not be any relation of employer-employee between NPL
and such persons. The Contractor
hereby confirms that any time during the contract period the manpower deployed by him is not entitled to and will not claim any
employment with NPL.
9.3. The Contractor agrees to comply to all relevant laws/statutes, like Employees' Provident Fund Act, Employees' State Insurance Act,
Workmen's Compensation Act, Building
and Construction Workers Act, etc. in respect of the persons engaged/deployed by him for execution of work under the
Contract/Purchase Order.
9.4. Attendance, Wage and PF Records: The contractor will comply with the following:
9.4.1. Attendance shall be maintained by the Contractor for all his workers.
9.4.2. Wages Register will be prepared as per the attendance.
9.4.3. Payment to will be made before 7th or 10th of subsequent month as per minimum wages act.
9.5. Copy of the above shall be maintained by the contractor and shall be produced whenever required by NPL.
9.6. NPL shall not be bound to contest any claim made against it under section -12 of the workmen's compensation Act, except on the
written request of the Contractor and
upon his giving such request, NPL will scrutiny for all costs for which NPL might become liable in consequence of contesting such
claim and the Contractor shall keep NPL
indemnified against all such costs and claims.
10. Compliance under Welfare of the Employees: The contractor shall comply with the following:
10.1. Provision for housing and accommodation and of potable drinking water, shelter and toilets separate for males & females, as per
laid down legal compliances,
10.2. Canteen facilities for 250 or more contract workers,
10.3. Crèche facility if 30 or more female employees are working at site,
10.4. Strict prohibition against employment of children, below eighteen years of age
10.5. Compliance related to health, hygiene and sanitation.
11. Before Commencement of Work: The Contractor or his Security and Safety Inspector will comply the following on the day, prior to
start of the work at NPL Site:
11.1. All contract workmen along with him or with his Security and Safety Inspector will report at Main Gate at given time on the first
day of work, to enable making of
Photo ID Cards.
11.2. Contractor's Security Inspector will mark attendance, provide uniform and safety equipment as required.
11.3. Contractor/ Security Inspector will obtain work permit duly signed by the site in charge in whose department they will be working.
12. Quality, Environment, Health & safety
12.1. Health and Safety: The contractor will comply with the following:-
12.1.1. The Contractor is required to take adequate steps to ensure the safety for his workers or staff employed by him or his sub-
contractors and he shall abide by the
safety precautions and instructions enforced concerning safety to the plant and personnel at NPL site.
12.1.2. All employees will be given adequate Safety Training before they are asked to work at NPL site. A certificate duly signed and
stamped by Safety Department shall
be handed over to NPL representative,
12.1.3. Contractor will provide all Safety Equipment and PPEs to all the workmen working at the site, as per the type of work and Safety
Guidelines of NPL. In case the
contractor fails to provide necessary personal protective equipment to the workers and tools tackles etc. confirming the rules in force and
for safe execution of work, the
same shall be provided by the NPL Engineer In-Charge in charge of the work on the expenses of the Contractor.
12.1.4. Contractor's Security Inspector will ensure all Safety and Health related Compliance are followed at NPL site.
12.1.5. NPL's Site In charge, Safety In charge, HR & Admin representatives are authorized to check for any Safety Violation and will
recommend suitable deductions /

action against the respective contractor for not complying with Safety Instructions and the Contractor's Security Inspector will take
immediate action as directed.
12.1.6. The Contractor shall take all necessary safety precaution for his worker working inside the plant premises and shall be
responsible for any first aid/emergency
treatment and any subsequent treatment for his employee/workmen engaged by him. He shall have workmen compensation policy for all
his workmen. He shall abide by all fire,
safety and environment policies and rules of NPL.
12.1.7. The Contractor is required to take adequate steps to ensure the safety for his workers or staff employed by him or his
subcontractors and he shall abide by the
safety precautions and instructions enforced concerning safety to the plant and personnel at NPL site. In case the Contractor fails to
provide necessary personal protective
equipment to the workers and tools tackles etc. confirming the rules in force and for safe execution of work, the same shall be provided
by the NPL's Engineer in charge of
the work on the expenses of the Contractor.
12.1.8. Contractor shall maintain the service to ensure a consistent level of quality in the work / service, executed / provided under the
Purchase/Service Order and to
ensure that the work / service, executed/provided conform to all applicable professional standards and requirements, and to the
specifications set forth in the
Purchase/Service Order and are suitable to meet specific requirements of NPL as explained.
12.1.9. Contractor also agrees to provide quality information such as inspection data, statistical process control information, test results,
and failure analysis
results or such other information as may be required pertaining to work/ service under the terms of Service Order.
12.2. Quality & Environment: The contractor will comply with the following:-
12.2.1. The standards of the quality to be followed as per standard/mutually agreed Field Quality and material quality assurance plan.
12.2.2. Contractor will make all good efforts to ensure that there shall be no adverse impact on environment within and surroundings of
NPL by way of activities being
carried out under the works of the Purchase Order.
12.3. Contractor will ensure that disposal of all type of waste to be done shall be in accordance with applicable laws and as per the
procedures laid down by NPL and in case
there is no reference then the same shall be disposed as per the standards practices being followed in the Industry of similar type and
size.
13. Law Governing the Contract: The Contract shall be governed by and be construed in accordance with the Laws of India as applicable
to state of Punjab.
14. Language: The Contract including the Purchase Order and all schedules, annexures and related documents and communications and
notices issued pursuant to or in
connection with its provisions, shall be in English. In the event the contract, its schedules, annexures or any related document is
translated into or is in any other
language, the English version thereof shall take precedence and control the interpretation thereof.
15. Completion Certificate: Contractor shall inform NPL in writing on completion of the works/services and thereby request for
Completion Certificate. Completion
Certificate will be issued by NPL when the specified works/services as defined in Annexure-I are completed fully to the satisfaction of
NPL. In case of monthly running
bills or stage payments, completion as per the billed quantities is to be obtained from Engineer In Charge and should be submitted with
the bill.
16. Contractor to Indemnify NPL: The Contractor shall indemnify and keep indemnified and harmless NPL and its directors, officers and
employees from and against all
claims, demands, losses and damages, penalties, expense and proceedings connected with the implementation of this Contract or arising
from any breach or non-compliance
whatsoever by him/them or any of the person/s nominated by the contractor pursuant hereto of or in relation to any such matter as
aforesaid or otherwise arising from any
act or omission on the part of the Contractor or that on the part of his employees/representatives, whether wilful or not, and whether
within or without NPL's Site or
premises.
17. Assignment, Subcontracting and Subletting: The contractor will comply with the following:
17.1. The contractor shall not subcontract any work allotted to him to any other agency without prior written approval from NPL.
17.2. If the permission is granted, a similar agreement will be signed with the subcontractor, who should have required competency to
complete the scope of works.
17.3. Such Assignment, transfer or subletting shall not relieve the Contractor from any obligation, duty and responsibility under the
Purchase/Service Order. Any subletting,
transfer or assignment without the prior written approval shall be void.
18. Breach of Contract: If the Contractor commits a breach of any of the terms and conditions of the Contract, NPL shall have the option
to terminate the Contract by
giving Seven day's prior written notice to the Contractor and unless during the notice period the breach is remedied by the Contractor or
condoned by NPL, the Contract

shall, on the expiration of the said period stand terminated and in that event NPL shall be entitled to complete the remaining work or get
the same completed at the risk
and costs of the Contractor and the Contractor shall be liable to make good the loss that NPL may suffer or incur on that account. The
non-exercise of the right to
terminate for breach shall not be treated as waiver of the breach and any breach will always be a breach unless condoned by NPL in
writing.
19. Non-exercise of rights, no waiver: In any case in which any of the powers and rights conferred upon NPL shall have become
exercisable and the same shall not have been
exercised, the non-exercise thereof shall not constitute a waiver of any of the conditions hereof and such powers shall, be exercisable, in
case of default by the
Contractor for which under any clause or clauses hereof he is declared liable to pay compensation and the liability of the Contractor for
past and future compensation shall
remain unaffected.
20. Works to be done according to law: All works shall be executed by the Contractor in accordance with the Laws in force in India
relating to the work and rules and
regulations thereunder and statutory modifications thereof, wherever they are applicable.
21. Not to use bad materials: The Contractor shall have, on the site of work, only such materials which have been duly passed by the
Engineer. The materials which have
been rejected shall on no account be allowed to remain on site and if the same are not removed, even after a written order to remove the
rejected materials out of site
within a specified period, NPL shall have the full right to remove the rejected materials and even to destroy them at the cost of the
Contractor.
22. Water and Electricity: All necessary arrangement for water and electricity for completion of the work at site will be in the scope of
Contractor. NPL will provide the
both at one point near the vicinity of the work and the Contractor shall extended the same to the working area at his own cost. Apart from
this the contractor will take
care of Security, Safety and their Establishment at their own risk & cost.
23. Idle Time: No idle time/ downtime shall be payable for whatsoever reasons to Contractor.
24. Damage to Property: The Contractor shall be responsible for any loss or damages, caused by any act of the Contractor, subcontractor,
Contractor's labour or his
subcontractor's labour, whether carried out deliberately or not, involves damage or spoilage of NPL's property or interest, and will attract
severe deductions as decided by
NPL on case to case basis.
25. Arbitration:
25.1. If any dispute or difference of any kind whatsoever shall arise between NPL and the Contractor, arising out of, in relation to, or in
connection with the Purchase
Order (including, in relation to the validity of the whole or any part of the Contract), whether during the progress of work/service under
the Purchase Order or after the
completion thereof or whether before or after the termination, abandonment or breach of the Contract, the parties will make their best
endeavour to resolve the dispute or
differences by mutual deliberation. If the parties are unable to resolve the dispute through negotiation it shall, in the first place, be
referred to and settled by NPL,
who, within a period of thirty (30) days after being requested shall give written notice of his decision to Contractor.
25.2. In the event the NPL fails to notify their respective decision as aforesaid, within thirty (30) days after being requested, or in the
event the Contractor is not
satisfied with any such decision, either party may require and claim within a further period of thirty (30) days after the expiry of the first
mentioned period of thirty
(30) days that the matter in dispute be referred to arbitration as here in after provided.
25.3. The arbitration shall be conducted in accordance with the provisions of The Arbitration and Conciliation Act 1996 of India and any
statutory amendment or re-enactment
thereof, for the time being in force.
25.4. Notwithstanding anything contained to the contrary in the Purchase Order, the Contractor shall not be entitled to refer any dispute
in respect of its obligations to
pay liquidated damages for arbitration, unless he has paid the liquidated damages which are claimed to be due under the Contract by
NPL. The liquidated damages so paid or
the relevant portion thereof shall be refunded to the Contractor in the event it is finally decided by the Arbitrators that such liquidated
damages are not payable, or that
a reduced sum is payable by the Contractor to NPL.
25.5. Arbitration shall be conducted in English and the seat and place of Arbitration shall be at Chandigarh
26. Jurisdiction: The court at Chandigarh, Punjab shall have exclusive jurisdiction to entertain and try all matters arising out of this
contract. The court at Rajpura,
Punjab shall have exclusive jurisdiction to entertain and try all matters arising out of this contract.

27. Relationship: Vendor shall perform the terms and conditions of the contract as an independent Vendor. Nothing contained herein
shall be constructed as creating any
other relationship between the Parties hereto including, but not limited to, partnership, employer/employee, agency or joint venture. The
relationship between Vendor and
NPL during the term hereof shall be solely that of vendor and vendee. Vendor its agents, employees, representatives or affiliates shall
under no circumstances be deemed as
agents or representatives of NPL or its affiliates. Neither Vendor nor Vendor's permitted Sub-contractors nor the employees of any of
them shall be deemed for any purpose
to be employees of NPL.
28. Severability: The provisions of the Contract are severable and if any provision is found by the Parties hereto or is held to be invalid
or unenforceable by any court
of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of its other provisions.
29. Survival Obligations: Except as otherwise specifically provided herein, termination or expiry of the Contract for any reason shall not
release any Party to the
Contract from any obligations under the Contract, which shall have the tendency to survive though not expressly stated anywhere or
which thereafter may accrue in respect of
any act or omission prior to such termination / expiry nor shall any such termination / expiry hereof affect in any way the survival of any
right, duty or obligation of any
such Party, which is expressly stated elsewhere in the Contract or by necessary implication should operate to survive termination /expiry
hereof including, without
limitation the provisions relating to Confidentiality, Compliance with Laws, Representations and Warranties, Indemnification, Waiver,
liquidated damages, Governing Law and
Dispute Resolution.