Annexure-A

Sl. Terms & Conditions of RFQ VENDOR's REMARKS

No. (Complied / not Complied)
Registration:
1 Vendor to provide GST no. while submission of quotation. HAL intends to deal with registered vendors only under GST and also it is requested to provide GSTIN certificate.

Anti-profiteering clause:
2 Vendor comply to anti-profiteering clause which states that is is mandatory to pass on the benefit during reduction in rate of tax or from import tax credit to the consumer by way of
commensurate reduction in prices.

HSN no. & Tax Rate:

3 In case of Indian vendor, it is requested to clearly state HSN codes against each part no. & mention applicable tax rate as per GST.

Uploading Invoice Details in GST Portal:

4 In case of order placement, supplier has to upload supply details / file returns in the GST website so at to take the GST credit immediately. In case supplier fails to comply the same,
supplier is liable to reimburse the GST amount along with interest.
Price:
a) The bidder is required to indicate firm price against individual item.
b) HAL being manufacturers, bidders to indicate in the quotation manufacturers discount, if any.
c) Bidders to confirm that the prices quoted are the lowest price and is the same as they would normally quote to Govt. Department.
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d) Price quoted should be FOR, HAL, Kanpur.
f) Tenderers should clearly mention the unit prices hold good for full / partial quantity of enquiry ordered. Unless otherwise mentioned, it would be preassumed that the unit rates
hold good for partial quantities than RFQ are ordered. Any increase in prices at a later date for ordering lesser quantities will not be accepted.

Quantity:
The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. HAL reserves the right to order quantity less
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/Exactly same than indicated in the enquiry /quoted for by bidder, at the unit prices quoted, without any reference to the bidder.

Supply of Alternative Item:

7 Applicable descriptive literature/catalogue/technical specification, if any, may please be enclosed by the bidder along with the offer, in case bidder is quoting for an alternative part
number. It should be confirmed that the offered part is fully interchangeable with the required part.
Acceptance Criteria:-

8 a) Items are required with OEM COC, Test Report of material & RCMA/CEMILAC approval along with supply.
b) All items are required in "NEW" condition.

Shelf Life:
Where stores offered have a limited shelf-life, kindly indicate the life involved and confirm that in the event of an order from HAL, only newly manufactured stores with a minimum
9 shelf-life of 85% at the time of dispatch will be offered for shipment. In respect of rubber items such as seals etc., having cure date, the item should not have been manufactured
earlier than 6 months of dispatch. All supplies should be new and unused i.e. manufactured in year 2022 or thereafter and shall be with latest improvement and modification thereto
at the time of delivery.
Validity of the Quotation:
10 Price quoted should be valid for 6 months from the closing date of quotation. On need, vendor may be approached for extention of validity of offer.
Late Tender:
a. Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered.
11 b. HAL will not be responsible for loss or delay in receipt of tender documents / tender in transit.
c. HAL reserves the right to reject late or incomplete tender.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Opening of Tender:
Tender will be opened on the due date & time as given at the beginning of the enquiry. Bidders or their authorized reps. desirous to attend the tender opening may forward written
12 confirmation with name of authorized person and designation prior to tender opening. During tender opening only the important particulars like price, delivery terms will be read out
in single bid system.

Tender Evaluation:
a. The tender will be evaluated on technical acceptance and lowest price.
c. Bid with lowest price of complete package conforming to the specification will be considered for placement of order.
d. If two or more bidders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L-1 offer. If same situation prevails
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then HAL reserve the right to place order on any of them or split the quantity based on capacity assessment to deliver the items as required.
e. If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders at L-1 price.
f. Conditional discounts will not be considered in evaluation of tender.

Others:
a. In the case of airborne material, the same should be covered by Airworthiness Certificate countersigned by person/s authorized by Government Airworthiness Certifying Authority.
b. Please indicate approximate net weight of each of the item and gross weight and dimension of the package as per ATTA to enable HAL to determine the mode of dispatch.
c. Please indicate in your tender, whether stores are offered newly manufactured. Where newly manufactured stores are offered and on inspection it is found that reconditioned
stores or parts have been used, such stores will be rejected at the contractor’s risk and expenses.
e. Vendors while submitting the proposal should categorically declare that items quoted by them are their own manufactured products and are not resold (2nd sale). Offers without
such declaration are likely to be ignored. Vendor shall mention their status vig. OEM/Trader/Stockist/Agent/marketing agency etc.
g. Requested to include the Box Charges / Packing Charges / Phytosanitary regulation Charges in the unit quoted price if any. (otherwise indicate separately charges for each item)
h. Manufacturer's name and country of origin of the materials offered must be clearly specified. Complete details and illustrated literature as per standard must accompany all
14 quotations.
i. Vendors should clearly indicate similar equipment supplied on global basis to Aircraft manufacturing industry, to any Division of HAL and other reputed/Govt customers and any
where in India with customer’s full address, telephone/telefax No., P.O. No., value and year of supply.
j. Quotation should be free from correction, over-writing, using correcting fluid etc. It shall be duly signed if sent by post/courier.
k. All drawings (photo/sketches) sent by HAL should be returned with quotations, if bidder is unable to quote HAL drawings/photos/sketches should also be returned immediately
along with regret letter.
l. HAL is not bound to accept the lowest or any quotation and reserves the right of accepting the whole or any part of the quotation or part of the quantity offered. Bidders must
supply the same at the rate quoted.

Warranty :
Warranty shall be 24 months from the date of acceptance of items at HAL or more as per policy. Warranty is after the goods have been taken over by HAL against any defective
design, workmanship, materials and non-conformance to intended performance. During warranty period equipment shall be replaced/ repaired free of cost including Custom charges
& any to & fro freight/insurance involved. Supplier shall attend to warranty calls within 48 hours notice.
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For above mentioned warranty period, after the goods have been taken over by HAL, the contractor shall be responsible for all defects that may develop due to faulty materials, design
or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes
necessary for the contractor to replace or renew any defective portion of the goods the contractor shall make such replacement or renewal without any extra cost to HAL.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Liquidated Damages :
In the event of an order, HAL-TAD, Kanpur reserve the right to collect a sum of 0.5% per week (on basic cost only excluding taxes & duties, if such details are furnished seperately in
16 the bid submitted) of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered part of the order.

Delivery :
i. Deliveries quoted should be firm (or as per the schedule indicated).
ii. Please confirm whether the item/equipment quoted/ offered is of-the-shelf or to be manufactured specific-to-type. If the items/equipment is manufactured specific-to-type, bidder
to quote firm delivery schedule taking into consideration of the period actually required based on the complexity of the equipment. In the event of an order, HAL reserve the right to
17 claim towards liquidated damages on the undelivered part of the order. This clause will be strictly followed by HAL. Therefore your delivery schedule should be firm and definite.
iii. Bidder to note that the delivery schedule should be for the period required for the delivery/dispatch of equipment. Pull forward or early deliveries will be appreciated on intimation.

Delivery & Consequences of breach

The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract. Delivery must be completed on or by the dates mentioned in the
Purchase Order or the tender. Should the contractor fail to deliver the stores or any consignment thereof within the period prescribed, for such delivery HAL shall be entitled
at their option:
a) To recover from the Contractor as per liquidated damages, and not by way of penalty, a sum of 0.5% of the price of any stores which the contractor has failed to deliver as aforesaid,
for each week or part thereof during which the delivery or such stores may be in arrears subject to a maximum of 10% of the price of the stores in default.
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OR
b) To purchase elsewhere, without notice to the Contractor on the account and at the risk of the contractor, the stores not delivered or others of a similar description (where other
exactly complying with the particulars are not available), HAL's decision in this respect will be final,
OR
c) To terminate the contract or short close the P.O. as per HAL decision.

Inspection, Acceptance & Rejection of goods supplied:

The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s decision as regards acceptance/rejection of goods shall be final and binding on the
parties. If any stores are rejected, HAL shall be at liberty to:
a) Allow the contractor to re-submit stores in replacement of those rejected within a time specified by HAL, the contractor bearing the cost of freight in such replacement without
being entitled to any extra payment,
OR
b) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the contractor without effecting the contractor's liability as regards the supply of
any further consignments due under the contract,
OR
c) Terminate the contract and recover from the contractor the loss HAL may thereby incur. The contractor shall not be entitled to any gain on the repurchase,
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OR
d) Any stores rejected by HAL's Inspector must be removed by the contractor within 14 days from the date of receipt of intimation of rejection and at his own cost, failing which
the contractor shall be liable to pay storage charges at 1% for each day of delay on the invoice value of the stores. If the stores are not removed within a month from the date
of intimation of rejection, the stores will be liable, to be sold by HAL at the contractor’s risk and responsibility and the proceeds adjusted towards storage charges.
In case any payment is made against delivery and it is found that the supplied item is rejected during inspection/commissioning, contractor will be required to choose any one of the
following options to collect the rejected item for replacement.
Refund the amount paid and collects the item for replacement.
Submit a Bank Guarantee for the amount already paid and collect the item for replacement.
Bring the replacement item to HAL and collect the rejected item.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Terms of Payment:
100% payment will be made within 30 days on receipt, inspection and acceptance of goods at HAL TAD Kanpur, subject to receipt of following documents:
1. Original Ink signed Invoice (GST Invoice)
2. Packing List/ Delivery Note.
20 3. Quality Document specified in the order.
4. Tracking details / AWB
5. Any other document specified in the order.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Settlement of Disputes and Arbitration:
All disputes arising out of the contract shall be settled as per Laws of India. All disputes or differences whatsoever arising between the parties out of or relating to the construction
21 meaning and operating or effect of this contract or the breach thereof shall be settled by arbitration in accordance with the Laws of India and the award made in pursuance thereof
shall be binding on the parties.

Immunity to Government of India:

a) It is understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and
agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles
Contract Law. The vendor shall agree, acknowledge and understand that HAL is not an agent, representative or delegate of the Government of India. It is further understood and
agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, vendor
expressly waives releases and foregoes any and all actions or claims against the Government of India arising out of this contract, not to sue the Government of India as to any manner,
claim, and cause of action or thing whatsoever arising out of or under this agreement.
b) It is expressly understood and agreed by and between supplier & purchaser that purchaser is entering into this contact solely on its own behalf and not on behalf any other person
22 or entity. In particular, it is expressly understood and agreed that Government of India is not a party to this contract and has no liabilities, obligations or right hereunder. It is expressly
understood and agreed that purchaser is an independent legal entity with power and authority to enter into contracts solely on its own behalf under the applicable laws of India and
general principles contract law. Supplier expressly agreed acknowledges and understand that purchaser is not an agent, representative or delegate to the Government of India. It is
further agreed and understood that Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract.
Accordingly, supplier hereby expressly waives releases and foregoes any and all actions, including counterclaims, impleader claims or counter claims against the Government of India
arising out of this contract and covenants as to any manner, claim cause or action or this whatsoever arising out of or under this contract.

Fall Clause:
a) The price charged for the stores supplied under the contract shall be in no event exceed the lowest price at which the contractor sells the stores or offers to sell stores of identical
description to any persons/organizations including the purchaser of any department of the Central Govt. or any Dept. of the State Govt. or any statutory undertaking of the Central or
State Govt., as the case may be during the period till the performance of the supply order placed and during currency of the contract is completed.
b) If at any time during the said period, the contractor reduces the sales price, sells or offers to sell such stores to any person/organization including the purchaser or any department
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of Central Govt. or any Dept. of State Govt., or any statutory undertaking of the Central or State Govt., as the case may be at a price lower than the price chargeable under the
contract, he shall forthwith notify such reduction/sale or offer to sale to the Hindustan Aeronautics Limited and the price payable under the contract for the stores supplied after the
date of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Regret reply:
24 Bidder is required to send REGRET REPLY, in case the subject item is not covered in bidders range of products.
Confidentiality:
For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/Supplier shall not store, copy or disclose HAL's data and information whether in written, machine readable
or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/Contractor/Supplier agrees to use HAL's data only for the purpose under this
Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc.
Bidder/Contractor/Supplier should promptly return within 90 days HAL's data in original media and should not keep HAL's data, upon expiry of Tender/Contract/Agreement or early
termination of Contract/Agreement and certify that HAL's data has been deleted permanently.
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Non-adherence to this confidentially clause by the Bidder/Contractor/Supplier shall be treated, as a material breach of this Tender/Contract/Agreement..

The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract / Agreement.

Quality & Workmanship:

a) Generally the stores shall be of the best quality and workmanship. Bidder shall comply with the contract in all respects be to the satisfaction of HAL. Where tenders are called for in
accordance with `particulars', the contractor's tenders to supply in accordance with such `particulars' shall be deemed to be an admission on his part that he has fully acquainted
himself with the details thereof and no claim on his part which may arise on account of non-examination or insufficient examination of the `particulars' will in any circumstances be
26 considered. The bidder shall supply the stores in accordance with the `particulars' unless any deviation is authorised as an exception expressly specified in the Purchase Order.
b) The Stores/ Goods supplied shall conform to the standards, if mentioned in the Technical Specifications, or, where no applicable standard is mentioned, to the authoritative
standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the concerned institution.

Packing:
The bidder will be held responsible for the stores being sufficiently and properly packed for tropical storage and for transport by rail, road, sea or air so as to ensure their being free
from loss or damage on arrival at their destination. The packing and marking of packages shall be done by and at the expense of the bidder. Each package shall contain a Packing Note
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quoting Purchase Order number and date showing its contents in detail. Each shall be properly marked with Purchase Order No., Consignee’s name & address, package-handling
instructions etc. The package shall have adequate provision for handling during transit.

Appropriation:
In the event of the Contract under this RFQ, whenever under the contract any sum of money is recoverable from any payable by the contractor, HAL shall be entitled to recover such
sum by appropriating in part or whole by deducting any sum then due or which at any time thereafter may become due to the contractor in this or any other contract
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entered by HAL as a whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should this sum be not sufficient to cover the full amount
recoverable, the contractor shall pay to HAL on demand the remaining balance due.

Territory:
29 In the event of the Contract under this RFQ, the contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, as may
be in force from time to time.
Indemnity to patent rights:
30 The bidder shall at all times indemnify HAL against all claims which may be made in respect of the stores for infringement of any right protected by patent, registration of design or
trade mark.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Bribes & gifts:
In the event of the Contract under this RFQ, any bribe, commission, gift or advantage given, promised or offered by or on behalf of the contractor or his parties, agent or servant or
any one on his or their behalf to any officer, servant, representative of HAL or any person on his or their behalf in relation to the obtaining or to the execution of the contract
31 with HAL shall in addition to any criminal liability which the contractor may incur, subject the contractor to the cancellation of the all the contracts with HAL and also to
payment of any loss or damage resulting from any such cancellation. Any question or dispute as to the commission of any offence under the present clause shall be settled by HAL in
such manner and on such evidence or information as they may think fit and sufficient and their decision shall be final and conclusive.

Non-assignment:
32 In the event of the Contract under this RFQ, the bidder shall not be entitled without HAL's consent to assign or transfer to a third party all or part of the benefits or obligations of the
contract.
Work & Payment during arbitration:
In the event of the Contract under this RFQ, work under the contract shall if reasonably possible continue by mutual agreement during the arbitration proceedings and no
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payment due to or payable by HAL will be withheld without reasonable cause and merely on account of the pendency of such proceedings.

Jurisdiction:
In the event of the Contract under this RFQ, the Courts at Kanpur, India only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of the contract.
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Right of Access for Regulatory Authorities:

Supplier/Vendor to provide necessary information and provide access to HAL, its customers and regulatory authorities to the applicable areas of facilities involved in the purchase
order and to relevant / applicable records. In line with above, supplies/ vendor to meet the record retention requirements for a minimum period of 12 years in order to comply with
35
regulatory authorities. It is required in accordance with AS9100D Standard. It is understood that personnel of your company are aware of contribution to product or service
conformity, product safety, importance of ethical behaviour and prevention of counterfeit parts. This is required in accordance with AS9100D Standard.

Agents / Agency Commission:

The seller confirms and declares to the buyer that the seller is the original manufacturer or authorized distributor / stockiest of original manufacturer or Govt. Sponsored / Designated
Export Agencies (applicable in case of countries where domestic laws do not permit direct export by OEMS) of the stores referred to in this offer / contract / Purchase order and has
not engaged any individual or firm, whether Indian or Foreign whatsoever, to intercede, facilitate or in any way to recommend to Buyer or any of its functionaries, whether officially or
unofficially, to the award of the contract / purchase order to the Seller; nor has any amount been paid, promised or intended to be paid to any such individual or firm in respect of any
such intercession, facilitation or recommendation. The Seller agrees that if it is established at any time to the satisfaction of the Buyer that the present declaration is in any way
incorrect or if at a later stage it is discovered by the Buyer that the Seller has engaged any such individual / firm, and paid or intended to pay any amount, gift, reward, fees,
commission or consideration to such person, party, firm or institution, whether before or after the signing of this contract/ Purchase order, the Seller will be liable to refund that
36 amount to the Buyer. The Seller will also be debarred from participating in any RFQ / Tender for new projects / program with Buyer for a minimum period of five years. The Buyer will
also have a right to consider cancellation of the Contract / Purchase order either wholly or in part, without any entitlement or compensation to the Seller who shall in such event be
liable to refund all payments made by the Buyer in terms of the Contract / Purchase order along with interest at the rate of 2% per annum above LIBOR (London Inter-Bank Offer
Rate) (for foreign vendors) and Base Rate of SBI (State Bank of India) plus 2% (for Indian vendors). The Buyer will also have the right to recover any such amount from any contracts /
Purchase order concluded earlier with Buyer. HAL has not appointed any agent in India or outside India for procurement of any items and deals directly with vendors. In case any
individual or firm approaches you posing themselves as an authorized agent of HAL, it is requested thay you should not entertain such claim and in addition inform immediately to
HAL. Designation of the officer to whom information to be sent should be indicated.

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Sl. Terms & Conditions of RFQ VENDOR's REMARKS
No. (Complied / not Complied)
Exit criteria:
The contract/order may be terminated under the following circumstances:
i. In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to
have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 03 month’s advance notice without any financial
implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future
contracts for a period of 02 years.
ii. If there is change in Buyer requirement, contract shall be terminated with 03 months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of
37 termination of contract either party the Seller shall ensure the following:
a. IPR's are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully take over the balance work.
b. Transfer title and deliver all or any part thereof of the supplies, materials, work in progress, finished Products, Tooling, drawings and data produced or acquired by Seller
specifically for the Product being terminated.
c. Supply of products and its components/spares at least for a period of 03 years from the date of such termination.
iii. The Seller is declared bankrupt or becomes insolvent.
iv. The delivery of material is delayed due to causes of Force Majeure by more than (03 months).
v. Based on the decision of the Arbitration Tribunal.
Option Clause:
The Buyer shall have the right to place separate order on the seller within the currency of contract considering the lead time of the main equipment, spares as per the cost, terms and
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conditions set out in this contract. The price of the system, spares etc shall remain same within the currency of contract from the effective date of the contract.

Bank Detail:
It is requested to provide the latest bank detail along with the quotation in one of the following formats:
39 a) Original copy of ECS Mandate issued by bank
b) Original copy of cancelled Cheque

Indian Content:
Please confrim the local content in percentage in the offered system / items.
All bidders are requested to provide the following information:
i) Minimum local content in percentage in the products/Services offered by them.
40 Ii) Location to be provided of value addition made by them towards local content.
iii) Bidders have to provide self certification towards MLC (Minimum Local Content) along with the quotation. In absense of requested data , HAL has the right to reject the offer.

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