Volume I

OWNER:
MAITHON POWER LIMITED

3rd FLOOR, NBCC TOWERS,
15, BHIKAJI CAMA PLACE,
NEW DELHI - 110 066
PROJECT MANAGER:
THE TATA POWER COMPANY LIMITED
CORPORATE CENTRE- “A” BLOCK
34, SANT TUKARAM ROAD
CARNAC BUNDER
MUMBAI - 400009
PROJECT:
1050 MW MAITHON RIGHT BANK THERMAL POWER PLANT
BID SPECIFICATIONS FOR EPC CONTRACT

FOR
COAL HANDLING SYSTEMS PACKAGE
TENDER NO. TCE.4891A-H-500-004
VOLUME – I
ITB, GCC & INFORMATION FORMS
PROJECT MANAGER’S CONSULTANT:

TCE CONSULTING ENGINEERS LIMITED
73/1, ST.MARK’S ROAD
BANGALORE - 560 001
NOVEMBER 2007
TCE 4891A-H-500-004 TCE CONSULTING ENGINEERS LIMITED CONTENTS:
TITLE MAITHON POWER LIMITED
COAL HANDLING SHEET 1 OF 1
1050 MW MAITHON RIGHT BANK TPP
SYSTEMS
CONTENTS
SECTION SUB REV TITLE NO. OF

SECTION NO. SHEETS
VOLUME - I
A1 R0 INTRODUCTION 3
A2 R0 INSTRUCTION TO BIDDERS 38
A A3 R0 INFORMATION FORMS 41
A4 R0 GENERAL CONDITIONS OF CONTRACT 153

SECTION-A1
INTRODUCTION
TCE 4891A-H-500-004 TCE CONSULTING ENGINEERS LIMITED SECTION: A1
COAL HANDLING MAITHON POWER LIMITED Page 1 of 3

SYSTEM 1050 MW MAITHON RIGHT BANK TPP
INTRODUCTION
1.0 Maithon Power Limited (MPL) having its registered office in New Delhi is a
joint venture company between The Tata Power Company Limited (TPC)
and Damodar Valley Corporation (DVC). TPC has a stake of 74% and DVC
has a stake of 26%. MPL proposes to set up a 1050 MW Coal based
Maithon Right Bank Thermal Power Project (MRBTPP) at the right bank of
river Barakar in Dhanbad District of Jharkhand State in the eastern region
of India. The project is a Mega Power Project under the Mega Power Policy
of the Government of India.
2.0 This specification covers on an Engineering, Procurement and Construction
(EPC) basis the design, engineering, manufacturing, shop fabrication,
assembly, testing and inspection at supplier’s works, packing, dispatch,
shipping, delivery at Indian port/unloading at Indian port/delivery from Indian
port to site in case of imported equipment and delivery/unloading at site for
indigenous equipment, unloading and storing at site, insurance upto time of
provisional take over, handling at site, complete erection, start-up,
commissioning, successful performance testing and handing over of the
following equipment and systems forming part of the Coal Handling
System (CHS) Package:
i) Wagon unloading system (Track Hoppers)
ii) Crushing and screening system
iii) Belt conveyors
iv) Stacker and reclaiming system
v) Bunker ventilation system
vi) Dust suppression system
vii) Dust extraction system
viii) In-motion wagon weighing system
ix) Auxiliaries system
x) Bulldozers
xi) Shunting Locomotives
xii) Coal yard drainage system
xiii) Instrumentation and Controls for CHS
xiv) Electrical systems for CHS
xv) Civil works for CHS
ISSUE
R0
CONSULTANTS: TCE CONSULTING ENGINEERS LIMITED TCE FORM 329 R3


INTRODUCTION
xvi) Project management services for CHS

xvii) Engineering and design services for CHS.
The above package will hereinafter be referred to as “CHS Package”.
3.0 Maithon Power Limited (the “OWNER”) has authorised The Tata Power
Company Limited, referred to as the PROJECT MANAGER, to select the
Contractor for the Coal Handling System Package, as defined further in
detail in these specifications.
TPC, for and on behalf of MPL, invites bids from reputed Bidders for the
supply of CHS package on Engineering, Procurement and Construction
(EPC) basis, for the proposed 1050MW MRBTPP consisting of 2 X 525
MW units.
4.0 Scope of Enquiry
Bids are solicited for the basic and detailed design, engineering,
manufacture, procurement, supply, transportation to site, project
management, stores management, erection works, site fabrication (if any),
installation, training of Owner’s personnel, testing, commissioning,
performance testing, demonstration of performance guarantees, put into
successful commercial operation, handing over of the CHS package,
warranty, and defect liability period on EPC basis for the 2 X525 MW
MRBTPP.
5.0 The Project is titled ‘1050 MW Maithon Right Bank TPP’ and this Tender
including Tender Documents shall be referred as TCE. 4891A-H-500-003.
The Tender Documents comprise five volumes as classified below and as
detailed in clauses of the Instruction to Bidders:
Volume I : Introduction, Instruction to Bidders, Information Forms and
General Conditions of Contract
Volume II : Scope of Work, Terminal Points and Schedules
Volume III : Mechanical Works & Civil Works
Volume IV : Electrical Works, Instrumentation & Control Works
Volume V : Drawings
All the volumes have to be considered together for a correct
understanding and interpretation of the detailed scope and
ISSUE
R0


INTRODUCTION
specification.
6.0 Current status of the Project
Land acquisition for the project is almost completed.
Following clearances have been obtained:
a) Clearance from Ministry of Environment and Forest (MoEF)
b) No Objection Certificate (NOC) from Jharkhand State Pollution

Control Board
c) Aviation clearance received from Airports Authority of India Limited
d) Clearance from the Ministry of Defense, Government of India
e) Rail Transportation Clearance from Indian Railways
f) Long-term coal linkage by Standing Linkage Committee (Long

Term), SLC(LT), from the Ministry of Coal
7.0 Following Project-related studies have been conducted:
a) Power evacuation study
b) Raw water intake and water transport study
c) Rail infrastructure for transporting coal from linked mines, and

railway siding.
8.0 Confidentiality
The Tender Document and its contents are confidential. Accordingly, this
Tender Document and its contents, or any information, which is made
available in connection with any further queries, shall be held in complete
confidence and shall not be divulged or made accessible to any third
person or party other than those claiming through the Bidder.
ISSUE
R0

SECTION-A2
INSTRUCTION TO BIDDERS

CONTENTS
Scope and Background................................................................................................4
Eligible Countries, Bidders and Supplies .....................................................................5
Eligible Materials, Plant, Supplies, Equipment and Services .......................................6
Bid Qualification Requirements....................................................................................6
Other requirements ......................................................................................................6
One Bid per Bidder.......................................................................................................8
Cost of Bidding.............................................................................................................8
Site Visit .......................................................................................................................8
Content, Transfer & Compliance..................................................................................9
Clarification of Tender Documents...............................................................................9
Amendment of Tender Documents ............................................................................10
Language of Bid .........................................................................................................10
Bids to be complete....................................................................................................10
Documents Comprising the Bid..................................................................................10
Benefits under Mega Power Policy ............................................................................11
Bid Prices ...................................................................................................................11
ISSUE
R0

CONTENTS
Bid Validity .................................................................................................................13
Bid Security ................................................................................................................13
Pre-Bid Meeting .........................................................................................................15
Format and Signing of Bid..........................................................................................16
Sealing and Marking of Bids ......................................................................................18
Deadline for Submission of Bids ................................................................................18
Late Bids ....................................................................................................................19
Modification and Withdrawal of Bids ..........................................................................19
Techno Commercial Bid Opening Process ................................................................19
Price Bid / Price Implication Bid Opening Process.....................................................20
Process to be Confidential .........................................................................................20
Clarification of Bids and Contacting the OWNER/ PROJECT MANAGER ................20
Verification and Qualification of Bidders ....................................................................21
Evaluation of Bids ......................................................................................................21
Award .........................................................................................................................21
OWNER’s/ PROJECT MANAGER’s Right and Limitation of Liability ........................21
ISSUE
R0

CONTENTS
Letter of Intent & Letter of Acceptance.......................................................................22
Contract Performance Guarantee (CPG)...................................................................22
Corrupt/ Fraudulent Practices ....................................................................................23
Annexure 1.................................................................................................................25
Annexure 2.................................................................................................................30
Annexure 3.................................................................................................................37
ISSUE
R0

1.0 SCOPE AND BACKGROUND

1.1 The Tata Power Company Limited (TPC), defined as the "PROJECT
MANAGER“, for and on behalf of Maithon Power Limited defined as the
“OWNER", wishes to receive Bids for the “Coal Handling Systems (CHS)
Package” as enumerated in Volumes I, II, III, IV & V forming the 'Tender
Documents'.
1.2 The Bidder shall be responsible for the basic and detailed Design, engineering,
manufacturing, shop fabrication, assembly, testing and inspection at supplier’s
works, packing, dispatch, shipping, delivery at Indian port/unloading at Indian
port/delivery from Indian port to site in case of imported equipment and
delivery/unloading at site for indigenous equipment, unloading and storing at
site, insurance upto time of provisional take over by Owner, handling at site,
complete erection, start-up, commissioning, successful performance testing and
handing over of the CHS Package, warranty, and defect liability period on
Engineering Procurement and Construction (EPC) basis for the Coal Handling
Systems (CHS) Package.
1.3 Throughout these Tender Documents, the terms "Bid" and "Tender" and their
derivatives ("Bidder/Tenderer", "Bidding/Tendering", etc.) are synonymous, and
Day means calendar day of twenty-four (24) hours. Singular also means plural.
"Bidder" or "Applicant" and "Bid" or "Application" for the purpose of interpretation
of Instructions to Bidders (Section A2) shall mean the same. Any other term not
defined herein should be interpreted in a manner as defined in General
Condition of Contract, Section A4, Volume I. All references to US Dollars in
Tender Documents mean Indian Rupees equivalent to such references.
1.4 The Owners schedule for project completion (date of NTP to BTG Package
Contractor to COD-Commercial Operation Date) for Unit#1 of 525 MW is 36
months and for Unit#2 of 525 MW it is 42 months. The successful Bidder is
expected to complete the CHS Package on EPC basis as per schedule in table
below so as to ensure that Owner’s schedule for project completion is met:
ISSUE
R0

CHS Package completion schedule Contractual Time for completion in

months from the date of Notice to
Proceed (NTP) to CHS Package
Contractor
Complete coal handling system as 24
specified for Unit#1 and Unit#2, except for
bunker feeding system for Unit#2 boiler
Bunker feeding system for Unit#2 boiler 30
1.5 General Information on Site Location and Ambient Conditions have been
provided in Section B of Volume II.
2.0 Eligible Countries, Bidders and Supplies

This Invitation for Bidding is open to any Bidder, except as stated in the
Tender Documents, meeting all of the following requirements:
a) "The Bidder shall not be from an ineligible Source Country i.e. the
one with which (i) as a matter of law or official regulation, India
prohibits commercial relations, or (ii) by an act of compliance with
a decision of the United Nations Security Council taken under
Chapter VII of the Charter of the United Nations, India prohibits
any import of goods or any payments to persons or entities in that
country.
b) The Bidders is ready to provide such evidence of their eligibility
satisfactory to the OWNER/PROJECT MANAGER as the
OWNER/PROJECT MANAGER shall reasonably request from time
to time.
ISSUE
R0

3.0 Eligible Materials, Plant, Supplies, Equipment and Services

a) Materials, Plant or Contractor’s Equipment, other Supplies, and
Services to be supplied under the Contract, shall have their Origin
in eligible Source Countries, and all expenditure made under the
Contract will be limited to such Materials, Plant or Contractor's
Equipment, other Supplies and Services.
b) For purposes of clause 3 (a) above, "Origin" means the place
where the Materials, Plant, Equipment, and other Supplies are
mined, grown, produced, or manufactured, and from where the
Services are supplied.
4.0 Bid Qualification Requirements

4.1 Bidders should meet the qualifying requirements as stipulated in the
Invitation to Bidder (ITB).
5.0 Other requirements
5.1 The Bidder shall supply general information on the management structure
of the firm, and shall make provision for suitably qualified personnel, with
the required background and experience, to man the key positions during
Contract implementation period as detailed below. An organization chart
indicating the key positions for implementation of the Contract shall be
submitted prior to award of Contract. The OWNER shall review and
approve, prior to award of Contract, the resumes of the personnel to be
deployed at Site.
a) A Project Coordinator or other Representative who is fully
acquainted with the Project, with at least twenty (20) years of
experience of which at least ten (10) years of relevant experience
shall be in large EPC projects and who shall be proficient in English
language and have the authority to administer this Agreement on
behalf of the Bidder.
b) A Site Manager with site management skills with at least fifteen (15)
years of experience of which at least ten (10) years are in EPC
Contracts of large projects.
c) Project team comprising of necessary professional engineers, from
various disciplines including, project engineer and lead civil,
ISSUE
R0

structural, mechanical, electrical, instrumentation and control,

scheduling, construction and start-up engineers and training
instructors, with each having ten (10) years of experience of which
at least five (5) years in successful EPC projects. They should be
proficient in the English language and have knowledge of prudent
utility practices, applicable laws and applicable permits.
d) Quality Assurance Personnel with minimum five (5) years of
relevant work experience, all of whom shall report directly to
Bidder's home office managers and not to the Project personnel
located at the Site.
The Bidder shall supply information on a prime candidate and on an
alternate for each key position covered in (a) to (d) above, both of
whom shall meet the background and experience requirements
specified.
5.2 The Bidder shall provide accurate information about any arbitration
(including those in progress) resulting from Contracts completed or
ongoing under its execution over the last ten (10) years. A consistent
history of awards or suits or claims against the Bidder may result in
disqualification of the Bidder.
5.3 If a Bidder intends to Subcontract major parts of the CHS Package, such
sub-contracting firms shall be strictly in accordance with the list of vendors
furnished in Section C15 of this specification.
5.4 a) The OWNER/PROJECT MANAGER reserves the right to waive
minor deviations in the Qualification Criteria if they do not materially
affect the capability of any Bidder to perform the Contract.
b) The OWNER/PROJECT MANAGER also reserves the right to reject
the proposal of any Bidder, if in the opinion of the
OWNER/PROJECT MANAGER, the Qualification Data is
incomplete or the Bidder is found not Qualified to satisfactorily
perform the CHS Package.
c) The requirements stated in these Tender Documents are a
minimum. Notwithstanding anything stated in these Documents,
OWNER/PROJECT MANAGER also reserves the right to assess
ISSUE
R0

the Bidder's / respective manufacturer's capability and capacity to

perform the Contract should the circumstances warrant such an
assessment in the overall interest of the OWNER.
6.0 One Bid per Bidder
A Bidder shall submit only One (1) bid, either in his individual capacity or
as leader of a Consortium.
7.0 Cost of Bidding
The Bidder shall bear all costs associated with the preparation and
submission of his Bid, and the OWNER/PROJECT MANAGER will in no
case be responsible or liable for those costs, regardless of the conduct or
outcome of the Bidding process.
Charges towards all bank guarantees and agreements with Owner as
specified shall be borne by the Bidder.
8.0 Site Visit
8.1 The Bidder is advised to visit and examine the Project Site and its
surroundings including access to and from the Project Site, infrastructure
& other facilities, including road, rail and other transport facilities, and
obtain for himself on his own responsibility all information that may be
necessary for preparing the Bid and entering into a Contract for the CHS
Package. The costs of visiting the Project Site shall be at the Bidder's own
expense.
8.2 The Bidder and any of his personnel or agents will be granted permission
by the OWNER/PROJECT MANAGER to enter upon his premises and
lands for the purpose of such visit, but only upon the express condition
that the Bidder, his personnel, and agents will release and indemnify the
OWNER/PROJECT MANAGER and his personnel and agents from and
against all liability in respect thereof, and the Bidder himself will be
responsible for death or personal injury, loss of or damage to property,
and any other loss, damage, costs, and expenses incurred as a result of
the inspection.
8.3 The submission of a Bid by the Bidder will be construed as evidence that
the bidder has examined the site conditions in detail, and the Bidder shall
not raise later any claims/disputes for any additional cost or extension of
ISSUE
R0

contractual time for completion against the OWNER/PROJECT

MANAGER. The OWNER/PROJECT MANAGER shall not be liable for the
same in any manner whatsoever.
9.0 Content, Transfer & Compliance
9.1 The Tender Documents comprise those stated below and should be read
in conjunction with any Amendments, and Clarifications issued in
accordance with Clause 10.0 and 11.0 below.
Volume I: Introduction, Instruction to Bidders (Section A2), Information
Forms (Section A3) and General Conditions of Contract
(Section A4)
Volume II: Scope of Work, Terminal Points and Schedule
Volume III: Mechanical Works & Civil Works
Volume IV: Electrical Works, Instrumentation & Control Works
Volume V: Drawings
All the volumes have to be considered together for a correct
understanding and interpretation of the Tender Documents.
9.2 Tender Documents are not transferable. Bids received from those who
have not purchased the Tender Documents by payment of cost of bid
document will be rejected and will not be opened.
9.3 The Bidder shall submit his application strictly in accordance with the
Tender Documents and its terms and conditions. The statements and
explanations contained in these Tender Documents are intended to
provide a proper understanding to Bidders but should not be construed as
limiting Bidder's/ Contractor's responsibilities and/or OWNER's/PROJECT
MANAGER’s rights to amend/ change the scope or terms.
10.0 Clarification of Tender Documents
10.1 The Bidder is required to carefully examine the Tender Documents and
fully ascertain himself as to all the conditions and matters, which may in
any way, affect the CHS Package to be performed or the cost thereof.
10.2 If any Bidder finds discrepancies or omissions in the Tender Documents
or is in doubt as to the true meaning of any part, he shall at once request
in writing (letters, or e-mail) to the PROJECT MANAGER, at the
PROJECT MANAGER's address as mentioned in clause below for any
ISSUE
R0

interpretations/ clarifications. The PROJECT MANAGER will issue

interpretations and clarifications in Writing.
10.3 All the queries should be addressed to:
Mr. K. Ravinder,
COO, Maithon Power Limited, C/o The Tata Power Company Limited
Corporate Centre – “A” Block
34, Sant Tukaram Road, Carnac Bunder,
Mumbai, Maharashtra, India, Pin – 400 009,
Phone: +91-22-67171928
Fax: +91-22-66658626
e-mail: ravinderk@tpc.co.in
11.0 Amendment of Tender Documents
11.1 At any time prior to the deadline for submission of Bids, the PROJECT
MANAGER may amend the Tender Documents by issuing addenda.
11.2 Any addendum thus issued shall be part of the Tender Documents and
shall be communicated in writing to all purchasers of the Tender
Documents. Bidders shall acknowledge receipt of the Addendum by
enclosing the Addendums with their bid.
11.3 To give prospective Bidders reasonable time in which to take an
addendum into account in preparing their Bids, the PROJECT MANAGER
shall extend as necessary the deadline for submission of Bids, in
accordance with clause 23.0.
12.0 Language of Bid
All correspondence, information, literature, data, manuals, definitive
documents, notices, waivers and all other communication, written or
otherwise, between the Parties in connection with this Bid shall be in
English.
13.0 Bids to be complete
Bids should be complete in all respects and should be in accordance with
the provisions of the Tender Documents. Part Bids or incomplete Bids, or
those Bids which are not in accordance with the provisions of Tender
Documents are not acceptable and will be rejected.
14.0 Documents Comprising the Bid
The Bidders shall complete all Information Forms (IF's) including,
ISSUE
R0

Undertakings, Datasheets, and Schedules which are a part of the Tender

Documents as well as furnish all required and relevant enclosures and
submit the same in two different envelopes, Envelope ‘A’, and Envelope
‘B’, as further elaborated in Annexure 1. The Qualified Bidder whose Bid
is not found deficient will be required to submit a Price Implication Bid (in
envelope Bd) as stated in Annexure 2.
15.0 Benefits under Mega Power Policy
The bidder may like to ascertain availability of various concessions under
the above policy of Government of India. It is the Bidder’s responsibility to
take into account such benefits wherever applicable and to obtain the
same.
16.0 Bid Prices
16.1 a) Bidders shall quote a lump sum price for the entire scope strictly in
accordance with Schedule F1 of Tender Document and the
requirements of General Conditions of Contract. The price shall
remain fixed and firm throughout the period of the Contract.
b) Conversion of Quoted Prices to Indian Rupees
The OWNER/ PROJECT MANAGER will convert the component of

US dollars and other foreign currencies in the Bid Price, into Indian
Rupees. The foreign exchange rate announced by the Reserve
Bank of India (RBI), two days prior to the date of price bid opening
will be rate used for converting the bid price quoted in US dollars
and other foreign currencies into Indian Rupees. In case the date
two days prior to price bid opening falls on a Saturday, Sunday or
Public Holiday, the exchange rate announced by RBI on the
preceding working day will be the exchange rate adopted. The
Contract Price in Indian Rupees so arrived at, with the successful
Bidder shall remain fixed over the entire Contract Period.
c) Foreign exchange variation during contract period
The OWNER/ PROJECT MANAGER shall not bear any liability for
foreign exchange variation after the conversion of Contract Price to
Indian Rupees as per clause above.
16.2 The Bidders shall, include all taxes, duties, cess, and levies in their
ISSUE
R0

quoted price as applicable as on 15 (fifteen) Days prior to closing date for

submission of Price Bid and quantum shall be indicated in the Schedule
F1 of Volume-II. The following information shall also be enclosed by the
bidder:
(i) In respect of Sales tax, nature of sale (intra- state sale, inter-state
sale, first sale, second sale), the terms of delivery and declaration
Forms/certificates etc; required to be issued by the OWNER,
(ii) In respect of service tax, category of taxable services, value of
taxable services and service tax amount.
16.3 Items in Schedules F1 of Volume II against which no rate or Price is
entered by the Bidder, will not be paid for by the OWNER when executed
and shall be deemed to have been covered by the rates for other items
and prices.
16.4 The Price Bids shall be only provided in envelope Bc and shall not be
stated in any other place. The Price Implication Bids shall be only
provided in envelope Bd and shall not be stated in any other place.
17.0 Currencies of Bid and Payment
a) For those inputs to the CHS Package that the Bidder expects to
supply from within India, in Indian Rupees.
b) For supply from outside India, in case of foreign bidders the
payment will be made in equivalent Indian Rupees, irrespective of
the currency in which the bid is submitted, as per exchange rate
mechanism described under Clause 16.1 above.
c) For supply from outside India, in case of domestic bidders.
Quotation can be made in any currency (including Indian Rs.) but
payment will be made in Indian Rupee equivalent to such
currencies, as per exchange rate mechanism described under
Clause 16.1 above. However, domestic bidders while quoting in
convertible foreign currency must comply with the requirements as
laid down by the Government of India from time to time.
d) The domestic bidder may likewise ascertain availability of
“Deemed Export Benefits” under the Export-Import Policy of the
Government of India, wherever applicable. It is bidder’s
ISSUE
R0

responsibility to take into account such benefits, wherever

applicable and to obtain the same.
e) Bidders are free to submit the most tax efficient bid, provided these
do not in any way or manner dilute the scope, guarantees,
warranties and other obligations of the Contractor.
18.0 Bid Validity
18.1 Bids shall remain valid for a period of 180 days from date of technical bid
opening as mentioned in Annexure 3 of this section A2. On issue of Letter
of Intent (LOI) by Owner the validity of the bid will get extended so as to
remain valid for a period of 90 days from date of LOI (in case this 90 day
period extends beyond the original validity period of 180 days from
technical bid opening).
18.2 In exceptional circumstances, prior to expiry of the original Bid validity
period, the OWNER/PROJECT MANAGER may request that the Bidders
extend the period of validity for a specified additional period. The request
and the responses thereto shall be made in writing. A Bidder may refuse
the request without getting his Bid Security forfeited. It is understood that
the Bidder agrees to reasonably consider such a request. A Bidder
agreeing to the request will not be required or permitted to modify his Bid,
but will be required to extend the validity of his Bid Security for the period
of the extension and in compliance with clause 19.0 in all respects.
19.0 Bid Security
19.1 The Bids must be accompanied by Bid Security for an amount of Indian
Rupees (INR) 25 million or its equivalent US$ in the form of Bank
Guarantee (BG). The Bid and BG for Bid Security shall be valid for a
period of 180 days from the date of opening of techno-commercial Bids.
Details of the BG to be submitted are available in Annexure 1 to this
section A2.
19.2 The Bid Security shall
a) Be in the form of an irrevocable bank guarantee
(i) In case of Domestic Bidders:
From any Reserve Bank of India (RBI) approved Scheduled

Bank (Public Sector Banks, Private Banks or Foreign Banks)
ISSUE
R0

operating in India.
In case of International Bidders:
From any Reserve Bank of India (RBI) approved Scheduled

Bank (Public Sector Banks, Private Banks or Foreign Banks)
operating in India.
Or
From any Indian Public Sector Scheduled Bank, operating in
the country of the Bidder.
Or
From any Foreign Bank but counter-guaranteed by an Indian
Public Sector Scheduled Bank.
It is the responsibility of the Bidder to verify and confirm to
himself that the Bank issuing the Bid Security BG meets the
above requirements, and is counter-guaranteed as required.
(ii) Be in accordance with the format mentioned in Information
Form BS of section A3;
(iii) Be payable promptly upon written demand by the OWNER
without demur in case any of the conditions listed in clause
19.7 are invoked;
(iv) Be submitted in its original form; photo copies or fax will not
be accepted;
(v) Remain valid up to the Date mentioned in Annexure 3 of this
Section A2 and up to the extended date in accordance with
clause 18.2 , in the event of extension of Bid Validity period.
OR
b) Be in the form of a Demand Draft favouring "MAITHON POWER

LIMITED” and payable at New Delhi, India.
19.3 Any Bid not accompanied by an acceptable Bid Security shall be rejected
by the OWNER/PROJECT MANAGER as non-responsive.
19.4 The Bid Security submitted by all such Bidders whose Bids are found
compliant and who satisfy the eligibility conditions shall be retained with
OWNER/PROJECT MANAGER. OWNER shall be entitled to appropriate
ISSUE
R0

the Bid Security as mutually agreed genuine pre-estimated compensation

/ damages to OWNER in events mentioned in Clause 19.7 below or as
indicated elsewhere.
19.5 The Bidder may extend the validity period of the Bid Security in case the
same is required by the OWNER/ PROJECT MANAGER. The Bid
Security of the unsuccessful Bidders will be returned by the OWNER/
PROJECT MANAGER without any interest, as promptly as possible, but in
any case not later than thirty (30) days from the date of execution of
Contract with the successful Bidder.
19.6 The Bid Security of the successful Bidder will be returned without any
interest when the Bidder has signed the Contract and furnished the
required Contract Performance Guarantee (CPG), the validity of the bid
security shall be extended accordingly, if required.
19.7 The Bid Security may be forfeited as mutually agreed loss and damage
payable by the Bidder to OWNER for, interalia, time, cost and effort of
OWNER/ PROJECT MANAGER in regard to this Bid.
a) If the Bidder withdraws his Bid during the period of Bid Validity
except as provided in clause 25.0 ;or
b) If the Bidder does not accept the correction of his Bid Price, as
mentioned in clause 3.3 of Annexure 2.
c) If the Bidder refuses to withdraw, without any cost to the OWNER,
any deviation not listed in section F5 of Volume II and Schedule F
6 of Volume II but found elsewhere in the Bid; or
d) In the case of a successful Bidder, if he fails within the specified
time limit as per the clauses 34.0 and 35.0to:
a) Furnish the Letter of Acceptance, or
b) Sign the Contract, or
c) Furnish the required Contract Performance Guarantee

(CPG)
20.0 Pre-Bid Meeting
20.1 The Bidder's designated representative is invited to attend a Pre- Bid
meeting, which, if convened, will take place in Mumbai. The Date, Time
ISSUE
R0

and Venue of Meeting will be announced later. The OWNER/PROJECT

MANAGER reserves the right, not to hold the Pre-Bid Meeting or to
change the location of the meeting.
20.2 The purpose of the meeting will be to clarify issues on the Tender
Documents including Qualification Criteria, Technical Specifications,
Commercial Specifications, Price Schedules, etc.
20.3 It may not be practicable at the meeting to answer questions received
later than three (3) working days prior to the pre-Bid meeting, and hence
the Bidders shall not expect answers to questions received late. However
all questions received will be answered subsequently in writing and same
will be forwarded to all bidders.
20.4 Minutes of the meeting including the text of the questions raised and the
responses given, together with any responses prepared or written
clarifications, will be transmitted without delay to all purchasers of the
Tender Documents. Any modifications of the Tender documents that may
become necessary as a result of the Pre-Bid meeting shall be made by
the OWNER/ PROJECT MANAGER exclusively through the issue of an
Addendum, pursuant to clause 11.0 and not through the minutes of the
Pre-Bid meeting.
20.5 Non-attendance at the Pre-Bid meeting will not be a cause for
disqualification of a Bidder.
21.0 Format and Signing of Bid
21.1 The Bidder shall prepare one Original of the Documents typed in indelible
ink comprising the Bid clearly marking it as "Original". In addition, the
Bidder shall submit (4) four sets (photocopies are also acceptable) of the
Bid, clearly marked as "Copy." The Bidder shall also submit a soft copy of
the Documents comprising the Bid, preferably in MS Word and MS Excel
format, in a CD, in a separate envelope. In the event of any discrepancy
between the above mentioned copies, whether hard or soft, the Original
hardcopy shall prevail.
21.2 The Original copy (including Schedules, Undertakings, Datasheets,
Information Forms, Enclosures, etc. which require the signature of the
Bidder) shall be signed by a person or persons, duly authorised to sign on
ISSUE
R0

behalf of the Bidder, with his usual signature mentioning their name and
designation with a stamp(s) or seal(s) for suitable identification of the
Bidder, as the case may be in accordance with this clause 21.0. The
names of all person(s) signing should also be typed or printed below the
signature. All pages of the Bid shall have initials of the person(s) signing
the Bid with stamp(s)/seal(s) as suitable identification of the Bidder. All
drawings submitted by the Bidder shall also have initials of the authorised
signatory of the Bidder.
21.3 The Bid must also contain the place of business of the person or persons
making the Bid.
21.4 Bid by a Partnership Firm must be furnished with full names of all partners
and be signed with the partner's name, followed by the signature and
designation of one of the authorised partners or other authorised
representative(s). A certified copy of the Partnership Deed, relevant
Power of Attorney and current address of all the partners of the firm shall
also accompany the Bid.
21.5 Bid by a Corporation / Limited Company must be signed with the legal
name of the Corporation Limited Company by the President, Managing
Director or by the Secretary or any other person or persons holding Power
of Attorney for signing the Bid, in which case a certified copy of the Power
of Attorney for signing the Bid and the Board resolution authorising the
grant of such Power of Attorney shall be furnished along with the Bid.
Such Limited Company /Corporation shall also furnish satisfactory
evidence of its existence along with its Bid.
21.6 A Bid by a person, who affixed to his signature the word 'President',
'Managing Director', 'Secretary', ‘Agent' or any other designation, without
disclosing his principal and without enclosing certified copies of Power of
Attorney and Board Resolution or equivalent Authorisation will be
rejected. Satisfactory evidence of authority of the person signing on behalf
of the Bidder shall be furnished with the Bid.
21.7 No Erasures or whitening and rewriting shall be permitted. Changes, if
any, shall be effected only by cancellation of the original writing by striking
and re-writing it alongside. All such changes shall carry the initials of the
ISSUE
R0

person(s) signing the bid.

21.8 The tender documents shall be deemed to be part of the Bid and
compliance with the conditions thereof by the bidders is mandatory.
22.0 Sealing and Marking of Bids
22.1 The Bidder shall seal the Original and each Copy of the Bid in separate
envelopes, duly marking, the envelopes as "Original" and "Copy." As
explained in Annexure 1, inner envelopes Aa and Ab shall be sealed in
outer envelope A and inner envelopes Ba, Bb and Bc shall be sealed in
outer envelope B. The Qualified Bidder whose Bids are not found
deficient, will be expected to provide Price Implication Bid (as per
Annexure 2) in envelope Bd.
The inner and outer envelopes shall :
a) Be addressed to the PROJECT MANAGER;
b) Bear the Project name and reference number of the Tender; and
c) Provide a warning not to open before the time and date for opening
the respective envelope as mentioned in clause 26.0.
22.2 In addition to the identification required in clause 22.2, the inner
envelopes shall indicate name and address of the Bidder to enable the
Bid to be returned unopened, in case it is declared "late" pursuant to
clause 24.0, and for matching purposes under clause 25.0.
22.3 If the outer envelopes A & B and envelope Bd are not sealed and marked
as per clause 22.2 above, the OWNER/ PROJECT MANAGER will
assume no responsibility for the misplacement or premature opening of
the Bid.
22.4 The envelopes should be addressed to :
The Head , Corporate Sourcing Group,
The Tata Power Company Limited,
Corporate Center, ‘B’ Block, 3rd Floor,
34, Sant Tukaram Road, Carnac Bunder,
Mumbai 400 009, India.
23.0 Deadline for Submission of Bids
23.1 The Bid envelope A (comprising inner envelopes Aa & Ab) and envelope
B (comprising inner envelopes Ba, Bb & Bc) must be received by the
ISSUE
R0

PROJECT MANAGER at the address as specified above, not later than

the date and time specified in Annexure 3 of this Section A2.
23.2 The OWNER/ PROJECT MANAGER may, in exceptional circumstances
and at his own discretion, extend the deadline for submission of Bids by
issuing an Addendum in accordance with clause 11.0, in which case all
rights and obligations of the OWNER/PROJECT MANAGER and the
Bidders previously subject to the original deadline will thereafter be
subject to the deadline as extended.
24.0 Late Bids
24.1 Any Bid received by the PROJECT MANAGER after the deadline for
submission of respective Bids as prescribed in above-mentioned clauses
23.1 and 23.2 will be returned unopened to the Bidder.
24.2 The PROJECT MANAGER shall not be responsible for delays due to post
or courier.
25.0 Modification and Withdrawal of Bids
25.1 The Bidder may modify or withdraw his Bid after Bid submission, provided
that written notice of the modification or withdrawal is received by the
PROJECT MANAGER prior to the deadline for submission of Bids.
25.2 The Bidder's modification or withdrawal notice shall be prepared, sealed,
marked, and delivered in accordance with the provisions of clause 22.0,
with the outer and inner envelopes additionally marked "Modification" or
"Withdrawal," as appropriate.
25.3 No Bid will be modified by the Bidder after the bid submission.
25.4 Withdrawal of a Bid during the interval between the deadline for
submission of Bids and expiry of the period of Bid Validity specified in
clause 18.0 will result in forfeiture of Bid Security as per clause 19.7.
26.0 Techno Commercial Bid Opening Process
26.1 The OWNER/PROJECT MANAGER will open the Qualification Bids
(envelope Aa and Ab), the Technical and Unpriced Commercial Bids
(envelope Ba and Bb) and the Price Bids (envelope Bc) with Price
Implication Bids (envelope Bd) on the respective dates mentioned in
Annexure 3 of this Section A2.
26.2 On the respective days of Bid opening, the respective envelopes will be
ISSUE
R0

opened in the presence of Bidders' designated representatives who

choose to attend the Bid opening. These representatives who are present
shall sign a register evidencing their attendance.
26.3 Envelopes marked "Withdrawal" shall be opened first, and the name of the
Bidder shall be read out. Bids for which an acceptable notice of
withdrawal has been submitted shall not be opened. Subsequently, all
envelopes marked "Modification" shall be opened and the submissions
therein read out in appropriate detail.
26.4 The Bidders name, the presence (or absence) and amount of Bid
Security, and any such other details as the OWNER/PROJECT
MANAGER may consider appropriate, will be announced, by the
OWNER/PROJECT MANAGER at the Bid opening.
26.5 Bids not opened and not read out at Bid opening shall not be considered
further, irrespective of the circumstances.
27.0 Price Bid / Price Implication Bid Opening Process
Refer Stage-III, Final Evaluation, under Annexure 2 of this Section A2.
28.0 Process to be Confidential

28.1 Information relating to the examination, clarification, evaluation, and
comparison of Bids, and recommendations for the award of a Contract,
shall not be disclosed to Bidders or any other persons not officially
concerned with such process, until the award to the successful Bidder has
been announced.
28.2 Canvassing in any form shall strictly be prohibited and any applicant found
to have engaged in canvassing shall be liable to have his Bid rejected
summarily.
29.0 Clarification of Bids and Contacting the OWNER/ PROJECT
MANAGER
29.1 The OWNER/ PROJECT MANAGER may at any stage in Bid evaluation,
ask any Bidder for clarification of his Bid, including further break of prices,
in order to assist in the examination, evaluation, and Comparison of Bids.
The request for clarification and the response shall be in writing or e-mail.
29.2 From the time of Bid opening to the time of Contract award, if any Bidder
wishes to contact the OWNER/PROJECT MANAGER on any matter
ISSUE
R0

related to the Bid, he should do so in writing or by e-mail.

29.3 Any effort by the Bidder to influence the OWNER/ PROJECT MANAGER
in their Bid evaluation, Bid comparison, or Contract Award decisions may
result in the rejection of the Bidder's Bid.
30.0 Verification and Qualification of Bidders
30.1 OWNER/PROJECT MANAGER reserves the right to verify all statements/
information submitted to confirm the Bidders claim on experience,
performance of equipment offered and capabilities to perform the CHS
Package. OWNER/PROJECT MANAGER may inspect such works of
Bidders. Bidder shall co-ordinate and arrange for visit to such works. All
expenses of OWNER's/PROJECT MANAGER’s Officials/ OWNER's/
PROJECT MANAGER’s representative will be borne by the
OWNER/PROJECT MANAGER.
31.0 Evaluation of Bids
31.1 The OWNER/ PROJECT MANAGER will evaluate and compare only the
Bids meeting the Qualification and Responsiveness criteria stated in
Clause 2.1 of Annexure 2.
31.2 The OWNER/PROJECT MANAGER reserves the right to accept or reject
any variation or deviation. Alternate offers, for other than the
configurations allowed in the Tender Documents will be summarily
rejected. Alternate Offers of only such Bidders will be evaluated whose
Primary Bids meet the base specification requirements without any
deviations.
32.0 Award
A Bidder whose bid is found to be substantially responsive and whose
evaluated price is the least will be identified and will be considered for
Award of Contract.
However OWNER/ PROJECT MANAGER shall be the sole judge in the
selection of the Qualified Bidders as well as the Successful Bidder.
33.0 OWNER’s/ PROJECT MANAGER’s Right and Limitation of Liability
33.1 At any time prior to award of Contract, the OWNER/ PROJECT
MANAGER reserves the right to reject any Bid, or to annul the Bidding
process and reject all Bids at his sole discretion without assigning any
reason thereof, and without thereby incurring any liability to the affected
ISSUE
R0

Bidder or Bidders or any obligation to inform the affected Bidder or

Bidders of the grounds for the OWNER’s/ PROJECT MANAGER’s action.
33.2 OWNER/ PROJECT MANAGER shall not in any circumstance, way or
manner whatsoever be liable to the successful Bidder for any
consequential loss or damage including loss of profits.
34.0 Letter of Intent & Letter of Acceptance
34.1 After selection of the successful Bidder, a Letter of Intent (“LOI”) shall be
released by the OWNER in favour of such a Bidder. This Bidder shall
have to give a Letter of Acceptance (“LOA”) within a period of one week
from the date of issue of LOI. If the OWNER does not receive LOA within
this period, the Bid Security of such a Bidder shall be appropriated by the
OWNER as mutually agreed genuine pre-estimated compensation/ loss
damage suffered by the OWNER on account thereof, and the next eligible
Bidder may be considered.
34.2 After receipt of the LOA by the OWNER, the Bidder shall enter into the
Contract with the OWNER.
34.3 Once the Owner issues the LOI, the bid validity of the successful Bidder
shall get extended so as to remain valid for a period of 90 days from the
date of LOI, or continue to remain valid as per original bid validity (180
days from date of technical bid opening) whichever ends later. The
Successful Bidder shall be required to execute the Contract Agreement in
the form provided in information form CA in Section A3, within ninety (90)
days of the date of LOI, failing which Bid Security shall be forfeited.
34.4 Upon fulfillment of clause 34.3, the OWNER/PROJECT MANAGER will
promptly notify the other Bidders that their Bids have been unsuccessful
and their Bid Security will be returned as early as possible, in accordance
with clause 19.5.
35.0 Contract Performance Guarantee (CPG)
35.1 Within fourteen (14) days of date of the execution of the Contract
Agreement, the successful Bidder shall furnish to the OWNER a Contract
Performance Guarantee (CPG), as per clause 13.2 of General Conditions
of Contract (Section A4) in the form provided in Information Form CPG in
Section A3.
ISSUE
R0

35.2 The successful Bidder shall provide the Contract Performance Guarantee
(CPG) in the form of a Contract Performance Bank Guarantee, issued by
a bank meeting the requirements below:
35.2.1 In case of Domestic Bidders:
From any Reserve Bank of India (RBI) approved Scheduled Bank (Public
Sector Banks, Private Banks or Foreign Banks) operating in India.
35.2.2 In case of International Bidders:
From any Reserve Bank of India (RBI) approved Scheduled Bank (Public
Sector Banks, Private Banks or Foreign Banks) operating in India.
Or
From any Indian Public Sector Scheduled Bank, operating in the country
of the Bidder.
Or
35.2.3 From any Foreign Bank but counter-guaranteed by an Indian Public
Sector Scheduled Bank.
35.3 It is the responsibility of the Bidder to verify and confirm to himself that the
Bank issuing the CPG meets the above requirements, and is counter-
guaranteed as required.
35.4 The Contract Performance Guarantee (CPG) will be in Indian Rupees.
Exchange rate to be considered for arriving at the CPG value shall be as
per Clause 16.1.
Failure of the successful Bidder to comply with the requirements of
clauses 34.0, 35.0 and if applicable clause 36.0 shall constitute a breach
of Contract, cause for annulment of the award, forfeiture of the Bid
Security and any such other remedy the OWNER may take under the
Contract, and the OWNER may resort to awarding the Contract to the next
competitive Bidder.
36.0 Corrupt/ Fraudulent Practices
36.1 OWNER/ PROJECT MANAGER requires that Bidders/ Suppliers/
Contractors observe the highest standard of ethics during the entire
process of Bidding from the purchase of Tender Documents up to the
award of Contract for CHS Package and thereafter in execution. In
pursuance of this policy,
ISSUE
R0

a) OWNER/ PROJECT MANAGER defines, for the purposes of this

provision, the terms set forth below as follows:
(i) “corrupt practice” means the offering, giving, receiving, or
soliciting of anything of value to influence the action of an
official in the procurement process or in Contract execution;
and
(ii) “fraudulent practice” means a misrepresentation of facts in
order to influence a procurement process or the execution of
a Contract to the detriment of the OWNER, and includes
collusive practice among Bidders (prior to or after Bid
submission) designed to establish Bid prices at artificial non
competitive levels and to deprive the OWNER of the benefits
of free and open competition.
b) OWNER will reject a proposal for award if he determines that the
Bidder recommended for award has engaged in corrupt or
fraudulent practices in competing for the Contract in question.
36.2 If at any later date, it is found that documents, information, averments and
data submitted by the Bidder in the Bid, and based on which the Bidder
has been considered eligible or successful or has been awarded the
Contract, is incorrect or false to the extent that had the correct or true
information been made available to the OWNER/ PROJECT MANAGER
at the time of Tender evaluation, the Bid would have been declared
ineligible or unsuccessful, the Bidder shall be forthwith disqualified or, as
the case may be, the Contract awarded based on such incorrect or false
information, at the option of the OWNER/ PROJECT MANAGER, shall be
cancelled and the Bid security and Contract Performance Bank Guarantee
deposited shall be appropriated by the OWNER as the mutually agreed
reimbursement of OWNER’s cost and loss and damage to OWNER or
treated as a default of Contractor, attracting the application of terms and
condition stated in clause 15, Section A4 of general conditions of Contract
, Volume I.
ISSUE
R0

ANNEXURE 1
As explained in clause 22.1 of Section A2, the Bidder shall submit two envelopes
A and B as a part of his Bid with inner envelopes Aa and Ab in envelope A and
Ba, Bb & Bc in envelope B.
The contents of each of the envelopes are as follows :
Envelope – Aa: Qualification Bid

This envelope should contain ‘Application for Bidding’ in the format contained in
‘Information Form A in Section A3, Volume I, and ‘Statement of Bidders’ giving
general information of the Bidder in the format contained in ‘Information Form B’,
in Section A3, Volume I.
In order to support the above-mentioned general information of the Bidder, duly
notarised copies of original documents defining the constitution or legal status,
management structure and organisation, place of registration, principal place of
business and local office (if any) of the Bidder, should be attached.
The following Information Forms and Enclosures as in Section A3, Volume I. Shall
be inserted in this envelope as required under the respective Clauses of
Instructions to Bidders :
Information form 1A Experience record of Bidder

Information form 1B Details of Projects executed and
implemented
Enclosure :
Relevant supporting documents in respect of projects like copies of authentic work
orders, and completion certificates to demonstrate satisfactory commercial operation
of plants. The contact details of owners or owners representatives of these projects
and their names, addresses, phone, fax numbers, email ids, etc. who could be
contacted for corroboration of details furnished and for obtaining clarifications should
also be mentioned. No claim without supporting documents shall be accepted in this
regard.
ISSUE
R0

Information Form 2 Revenue Data

Qualifying EPC/CHS experience of
Information form 3A
Bidders
List of Source of Each Major
Information form 3B
Equipment for the Project (shall
conform to the list of vendors in
Section C15)
Enclosure
Relevant end user’s certificate as references for performance signed by the officer
not below the rank of Chief Engineer/ Plant Manager/ station Superintendent of
respective Power Station. These documents shall elaborate problems faced
during commissioning and commercial operation and enumerate failure of
components/ equipment/ systems. The details of contacts representing owners of
these projects and their names, addresses, phone, fax numbers, email ids, etc.
who could be contacted for corroboration of details furnished and for obtaining
clarifications should also be mentioned. No claim without supporting document
shall be accepted in this regard.
Financial Data-Balance Sheet
Information form 4A(i)
Financial Data-Income Statement
Information form 4A(ii)
Financial Data-Cash Flow Statement
Information form 4A(iii)
Financial Data-Status of Contracts in
Information form 4B
Progress
Financial Projections-Balance Sheet
Information form 4C(i)
Financial Projections –Income
Information form 4C(ii)
Statement
Financial Projections –Cash Flow
Information form 4C(iii)
Statement
Financial Data – Available credit
Information form 4D
Financial Data – Rating
Information form 4E
Enclosure:
ISSUE
R0

Annual reports of the Bidder including audited Profit and Loss Statements, Balance
Sheets, Cash Flow Statement and Auditor’s Reports for the immediately five
preceding fiscal years and an authority from the Bidder to seek references from the
Bidder’s bankers and auditors shall be submitted. The Bidder should also provide
details of Contacts including their names, address, phone, fax numbers, email ids,
etc. in respect of aforesaid Bankers and Auditors. Credit Rating certificates issued by
appropriate rating agencies for each Bidder to be attached.
Financial Projections as made available to Banks or Credit Rating Agencies or the
like and where not made available to be prepared and enclosed in line with internal
processes of the Bidder. Bank Certificates to prove the availability of stated lines of
credit should be provided. Any other information that is relevant for satisfying the
qualification criteria should also be provided.
Personnel Capabilities
Information form 5A
Candidate Summary
Information form 5B
Arbitration History
Information Form 6
Enclosure:
Particulars regarding attachments, executions, show cause notices, arbitration or
restraint in respect of any assets or receivables of Bidder. Details of all statutory
liabilities having a significant bearing on the Bidder.
List of major elements of Contract to

Information Form 7
be sub contracted
ISSUE
R0

Envelope Ab, Bid Security

This envelope should contain Bank Guarantee for Bid security as per the format BS
or a Demand Draft for an equivalent amount.
Envelope Ba Technical bid

This envelope should contain the following, which form part of the Technical Bid:
1) Duly filled in technical Schedules of Section F1 to F12 from Volume II

blanking out the prices.
2) Datasheets, write-ups, letters and lists as listed in Section C11 of
Volume II.
3) All Datasheets B in Volume III & IV.
4) Any other information, which is required under Tender Documents.
5) The Technical Bid, with the detailed documents, must also clearly
indicate the name of the manufacturer, the type or model of each
principal item of equipment proposed to be furnished and erected. Bid
must also indicate where each principal item of equipment has been
supplied and is in satisfactory commercial operation. The Bid should
also contain drawings and descriptive materials indicating general
dimensions, material from which the parts are manufactured (to the
extent that it does not violate the proprietary rights of the
manufacturer), principles of operation and the extent of pre-assembly
involved. The various drawings, data, documents, catalogues,
brochures as well as the technical Schedule and other Schedules that
need to be included in the Bid as per Tender Documents shall be
submitted with the Bid*.
*Conditions for item 5 above:
a) Any Bid not containing descriptive material to describe
accurately the equipment proposed may be treated as
incomplete
b) The OWNER/PROJECT MANAGER will retain such descriptive
materials and drawings submitted by the Bidder. Any major
departure from these drawings and descriptive material
submitted will not be permitted.
ISSUE
R0

c) Oral statements made by the Bidder at any time regarding

quality, quantity or arrangement of the equipment or any other
matter will not be considered.
d) Standard catalogue pages and other documents of the Bidder
may be used in the Bid to provide additional information and
data as deemed necessary by the Bidder.
Envelope – Bb Un-priced Commercial Bid
The Un-priced Commercial Bid shall be enclosed in this envelope. The
following enclosures should, form a part of this envelope:
(1) Commercial deviations and compliance in format as per Schedule
F6 of Volume II.
(2) Information on commissions or gratuities, if any, paid or to be paid
to agents relating to this Bid and to Contract execution if the Bidder is
awarded the Contract to be provided detailing the amount, purpose
and name of recipient / intended name of recipient.
Envelope Bc-Price Bid

The Price Bid Schedule (F1), Schedule of Recommended Spares (F8), Schedule
Of Maintenance Tools and Tackles (F9), Schedule of Essential Spares (F14), and
any other information sought for in the Tender Documents concerning Price Bid
shall be included in this envelope.
Envelope Bd- Price Implication Bid (Not a part of the Main Bid)
Bidders shall be required to submit Price Implication Bid in envelope Bd, as
advised by the OWNER/ PROJECT MANAGER during Bid Evaluation Stage
strictly in accordance with clause 2.2.3 of Annexure 2 of this section A2.
ISSUE
R0

ANNEXURE 2
BID EVALUATION
The Bid shall be evaluated in three stages:
1.0 Stage-I: Evaluation of Bid Security
1.1 On the date of Bid opening, the envelopes containing Qualification Bid
& Bid Security of Bidders (i.e. envelopes Aa and Ab) and Technical
and Un-priced Commercial Bid (i.e. envelopes Ba and Bb) shall be
opened. Envelope Ab will be opened first to check if the bidder has
submitted the Bid Security Bank Guarantee (BG) as specified.
Envelope Aa, Ba, and Bb will be opened next if the specified
requirements for BG submission have been complied with. Bids not
meeting the criteria for sealing and marking of Bids as specified in
clauses 22.1 to 22.4 shall be rejected by the OWNER/ PROJECT
MANAGER.
2.0 Stage-II: Evaluation of Qualification, Technical and Un-priced
Commercial Bid
2.1 Scrutiny of Qualification and Responsiveness
The contents of envelope Aa will be examined considering the
following:
a) Meets the eligibility criteria as specified.
b) Has been properly signed as specified.
c) Is substantially responsive* to the requirements of the Tender
Documents;
d) Provides any clarification and or substantiation that the
OWNER/ PROJECT MANAGER may require to determine
responsiveness and;
e) Has all the required Information Forms, Undertakings,
Guarantees, Enclosures, Schedules etc.
f) The Bidder shall confirm in the Covering Letter to the bid that
his Bid is ‘Firm and Irrevocable’, valid and open until the Date
of validity as specified. Bids without this statement will be
treated as non-responsive.”
*For purposes of this determination, a substantially responsive Bid is
ISSUE
R0

one that prima-facie conforms to all the terms, conditions and

Specifications of the Tender Documents without material deviations,
objections, conditionality or reservations. Further, a material deviation,
objection, conditionality or reservation is the one (a) that substantially
affects the scope, quality or performance of the CHS Package; (b)
that limits in any substantial way, inconsistent with the Tender
Documents, the OWNER’s/ PROJECT MANAGER’s rights or the
successful Bidder’s obligations under the Contract.
The OWNER’s/ PROJECT MANAGER’s determination of a Bid’s
responsiveness will be based on the contents of the Bid itself without
recourse to extrinsic evidence.
2.2 The Bidders who satisfy the responsiveness and eligibility conditions
shall be considered as Qualified Bidders, and such bids will be
considered for further detailed scrutiny.
The detailed scrutiny shall comprise of Technical Scrutiny and
Commercial Scrutiny.
2.2.1 Technical Scrutiny
2.2.1.1 The OWNER/PROJECT MANAGER will carry out a detailed technical
scrutiny of each responsive Bid in order to determine whether the
technical aspects contained in the Bid are in accordance with the
requirements set forth in the Tender Documents. In order to reach
such a determination, the OWNER/PROJECT MANAGER will
examine and compare the technical aspects of the Bid on the basis of
the information supplied by the Bidders, taking into account the
following factors;
a) Overall completeness and compliance with the relevant
technical aspects and requirements of the Tender Documents;
variations including deviations from the Technical
Specifications as identified in Schedule – F5 of Volume II;
suitability of the facilities offered in relation to the
environmental and climatic conditions prevailing at the site;
and quality, function and operation of any process control
concept included in the Bid.
ISSUE
R0

b) Relevant factors, if any, listed in the Data Sheets of Volume

III&IV and other Sections of Bid or other factors that the
OWNER/PROJECT MANAGER deems necessary or prudent
to take into consideration.
2.2.1.2 The Technical Scrutiny would also involve the OWNER/PROJECT
MANAGER obtaining clarifications from the Qualified Bidders in order
to analyze the variations / deviations in specified scope and / or
technical requirements specified.
2.2.1.3 Bids which are found deficient on detailed technical scrutiny will be
rejected.
Such deficiencies include :
a) The Fill-in Schedules i.e. sections F1 to F 11 of Volume II
required to be furnished by the Qualified Bidder along with Bid,
are incomplete and not in the prescribed form.
b) The Bid does not include all information as required under
Section C11- Volume II ‘Data to be furnished with Bid' and
Datasheets indicated in Volume III & IV.
c) The Bid is conditional.
d) Other documents contained or referred to in Bid are found to
be incomplete or incorrect.
e) The OWNER/PROJECT MANAGER is subject to any restraint
in respect of use and operation of any of equipment systems
forming part of the CHS Package.
f) The Bidder does not furnish all clarifications regarding the Bid
requested by OWNER/PROJECT MANAGER either in writing
or through formal meeting as may be necessary.
g) The Bid does not meet minimum acceptable standards of
completeness, consistency and detail.
2.2.2 Commercial Scrutiny
ISSUE
R0

2.2.2.1 The OWNER/PROJECT MANAGER will carry out a detailed

commercial scrutiny of each responsive Bid in order to determine
whether the commercial aspects contained in the Bid are in
accordance with the requirements set forth in the Tender Documents.
In order to reach such a determination, the OWNER/PROJECT
MANAGER will examine and compare the commercial aspects of the
Bid on the basis of the information supplied by the Bidder, taking into
account the following factors;
a) Overall completeness and compliance with the relevant
commercial aspects and requirements of the Tender
Documents;
b) Variations including deviations from the Commercial
Specifications, as identified in Schedule F6 of Volume II.
2.2.2.2 The Commercial Scrutiny would also involve, the OWNER/PROJECT
MANAGER obtaining clarifications, from the Qualified Bidders in order
to analyze the variations in specified Scope and / or commercial
variation from Tender Documents.
2.2.2.3 Bids which are found deficient on detailed scrutiny will be rejected.
Such deficiencies include:
a) The Fill-in Schedule F6 Volume II is incomplete and not in the
prescribed form.
b) The Bid is conditional.
c) Other documents contained or referred to in Bid are found to
be incomplete or incorrect.
d) The OWNER/PROJECT MANAGER is subject to any restraint
in respect of use and / or operation of the CHS Package.
e) The Bidder does not furnish all clarifications regarding the Bid
requested by OWNER/PROJECT MANAGER, either in writing
or through formal meetings as may be necessary.
f) The Bid does not meet minimum acceptable standards of
completeness, consistency and detail.
ISSUE
R0

2.2.3 In respect of the Bids not found deficient, each relevant Bidder shall
be required to submit Price Implication Bid in respect of resolved
Commercial and Technical issues in envelope Bd which together with
the Bid is in compliance with the Tender Documents except for the
listed unresolved Commercial and Technical variations/ deviations
prepared by the OWNER/PROJECT MANAGER.
3.0 Stage-III: Final Evaluation
3.1 On a date indicated by the OWNER/PROJECT MANAGER,
envelopes Bc and Bd containing the Price Bid and Price Implication
Bid respectively of those Bids not found deficient based on technical
and commercial scrutiny shall be opened.
3.2 Each responsive Price Bid will be scrutinized for compliance with
Tender Documents particularly clause 16.0 of section A2 and with
regard to price break-up in terms of various supplies, services, tax
along with detailed explanation on tax exemption. The Price Bids not
found compliant shall be rejected and such bids shall not be
considered further.
3.3 Correction of Errors
Price bids will be checked by the OWNER/ PROJECT MANAGER for
any arithmetic errors. Errors will be corrected by the OWNER/
PROJECT MANAGER. Where there is a discrepancy between the
amounts in figures and in words, the amount in words will govern. The
amount stated in the Bid will be adjusted by the OWNER/ PROJECT
MANAGER in accordance with this procedure for the correction of
errors and, shall be considered as binding upon the Bidder. If the
Bidder does not accept the corrected amount of Bid, his Bid will be
rejected, and the Bid Security will be forfeited in accordance with
clause 19.7 of this section A2.
3.4 The responsive and compliant Price Bids shall be evaluated for the
determination of the Evaluated Bid Price as detailed in clause 3.5 of
this Annexure 2, considering the following:
a) There shall be no Price adjustment on account of currency
exchange rate variation during the entire period of the Contract.
ISSUE
R0

b) US Dollar or other foreign currency component of the Quoted

Prices shall be converted to Indian Rupees in accordance with
clause 16.1 of this Section A2.
3.5 Evaluated Price in Indian Rupees shall be determined (i.e. Primary
Evaluation) by summing up of the following :
a) Total Lumpsum Price as per Schedule F1 of Volume II.
b) Total lump sum price quoted in Price Implication Bid.
c) Adjustment for errors as defined in clause 3.3 of this Annexure
2.
d) Cost loading for unresolved variations/ deviations both
technical and commercial as determined by
OWNER/PROJECT MANAGER.
e) Deviation in payment terms would be considered in evaluation.
Any deviation unfavorable to the Owner will attract thirteen
percent (13%) penal interest in addition to any other extra cost
to be borne by the Owner in this regard while any favorable
deviation would be credited with eleven per cent (11%) interest.
f) Performance Evaluation Loadings for guaranteed performance
parameters as per Clause 3.6 of this Annexure 2.
3.6 Performance Evaluation Loading for Guaranteed Performance
Parameters:
Guaranteed Performance parameters furnished in the Bid as per
Schedules F3 & F4 of Volume II shall be evaluated and loaded as per
rates indicated in Table below. The bidder quoting the lowest value
will be considered as base, and the differential higher value quoted by
the other bidders will be cost loaded.
ISSUE
R0

EVALUATION FACTORS CONSIDERED FOR BID EVALUATION
Sl. No. Description Evaluation Factor in Rs.

Lakhs
1.0 For every 1 kW differential in the total Auxiliary 0.57

power consumption
4.0 For every week delay beyond the specified 0.5% of total contract price
completion schedule for each sub-system forming
part of CHS Package as specified under Clause 1.4
of Section A2
ISSUE
R0

ANNEXURE 3
ICB PROCESS – ACTIVITY TIMELINE
Sl.No. Clause No. Activity Date and Time*
1 - Issue of Tender Documents See Invitation to Bid (ITB) document

for CHS package.
2 18 Pre-Bid Meeting See Invitation to Bid (ITB) document
for CHS package.
3 22 Deadline for submission of Bid See Invitation to Bid (ITB) document
for CHS package.
4 25 Opening of Envelopes Aa, Ab, See Invitation to Bid (ITB) document
Ba and Bb for CHS package.
5 2.2.1.4 Deadline for receipt of Price Will be intimated later in writing or by
& Implication Bid in Envelope Bd e-mail by Owner / Project manager.
2.2.3 of
Annexure 2
6 25.1 Opening of Envelopes Bc and Will be intimated later in writing or by
Bd e-mail by Owner / Project manager.
7 16, 17 Expiry of Bid Validity & Bid 180 days from date of opening of
Security Envelopes Aa, Ab, Ba and Bb.
* The OWNER/PROJECT MANAGER reserves the right to modify any of the above mentioned
dates and times.
ISSUE
R0
SECTION-A3
INFORMATION FORMS

SYSTEMS 1050 MW MAITHON RIGHT BANK TPP
INFORMATION FORMS
FORM TITLE
A Application for Bidding
B Statement of Bidders
1(A) General EPC/CHS PACKAGE Experience Record of Bidder
1(B) Details of Projects executed and implemented
2 Revenue Data
3 (A) Qualifying EPC/CHS PACKAGE Experience of Bidders

(Thermal Plant Projects)
3 (B) List of Source of Each Major Equipment For Project
4 (A (i)) Financial Data – Balance Sheet
4 (A (ii)) Financial Data – Income Statement
4 (A (iii)) Financial Data – Cash Flow Statement
4 (B) Financial Data – Status of Contracts in Progress
4 (C (i)) Financial Projections – Balance Sheet
4 (C (ii)) Financial Projections – Income Statement
4 (C (iii)) Financial Projections – Cash Flow Statement
4 (D) Financial Data – Available Credit
4 (E) Financial Data – Rating
5 (A) Personnel Capabilities
5 (B) Candidate Summary
6 Arbitration History
7 List of Major Elements of Contract to be Subcontracted
BS Format of Bank Guarantee for Bid Security
CPG Format of Contract Performance Bank Guarantee
AP Format Of Bank Guarantee For Advance Payment To
ISSUE
R0
TCE FORM 329 R3

CONSULTANTS: TCE CONSULTING ENGINEERS LIMITED

INFORMATION FORMS
FORM TITLE
Contractor
CA Form of Contract Agreement
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (A)
APPLICATION FOR BIDDING
Date : ___________
The Maithon Power Limited,

To
III Floor, NBCC Tower,
#15,Bhikaji Cama Place,
New Delhi – 110 066
Sir,
In accordance with the Tender Document, the undersigned representative of the firm /
company: ____________________________________________________________
_____________________________________________________________________
(Full Name and Title)

Is legally authorized to act in the name and on the account of the Bidder.
Firm :
(Name and Address of the Bidder)
Company :
The undersigned hereby declares to have read and understood the Tender
Documents and hereby submit the following Bid, which is in compliance with the
Tender Documents (except for the deviations listed in the respective Schedules)
comprising the following:
Envelope Aa : Qualification Bid
Envelope Ab : Bid security of Rs. (Indian Rupees) or an equivalent

amount in US$. (US Dollar) in the form of :
Demand Draft from -----------------------Bank of ---------------------

(currency and amount)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Bank Guarantee from ----------------Bank, valid until --------------

-- of ------------------------------(currency and amount)
Envelope Ba : Technical Bid
Envelope Bb : Un –priced Commercial Bid
Envelope Bc : Price Bid
It is understood and agreed that the information submitted herein is to be

used by Maithon Power Limited (MPL)/PROJECT MANAGER in
determining, according to their sole judgement and discretion, the
qualifications of the prospective Bidder and factors for evaluation of Bids
to perform the Work and Supplies in connection with the one thousand
(1050) MW Maithon Right Bank Thermal Power Plant at Maithon. In
consideration of being permitted to submit his Bid for review and
evaluation, the undersigned waives any claims against MPL/ PROJECT
MANAGER that might arise with respect to their decision as to
qualifications of the Bidder and factors for evaluation of Bids. It is
understood that the decision of MPL/ PROJECT MANAGER with respect
to the Qualification of any prospective Bidder, factors of evaluation of
Bids, the entire Bidding process and the selection of the successful
Bidder is final and not subject to appeal of any kind in any form, whether
judicial or otherwise.
The Bidder will not be considered to be Qualified by MPL/ PROJECT

MANAGER unless he fulfils the Qualification criteria mentioned in
“Instruction to Bidders” in the judgement of MPL/ PROJECT MANAGER
to render it probable that he can satisfactorily execute the Work and
Supplies should it be awarded to him, and meet his obligations arising
therefrom. It is also understood that MPL/ PROJECT MANAGER will not
select a Bid unless the Bid meets the criteria stated in Section A2 of the
specifications.
The signing by the undersigned of this Bid guarantees the truth and
accuracy of all statements contained in Tender Documents and of all
answers to the questions contained herein or hereinafter made.
The undersigned hereby authorize(s) and request(s) any public official,

engineer, surety company, bank, depository, material or equipment
manufacturer or distributor or any other person, firm or corporation to
furnish any pertinent information, requested by MPL/ PROJECT
MANAGER deemed necessary to verify the information and assurances
provided by the undersigned herein and as extended herewith, or
regarding the competence and general reputation of the prospective
Bidder.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
The undersigned understands and agrees that further information may be

requested and agrees to furnish any such information at the request of
MPL/ PROJECT MANAGER and also agrees that failure to complete the
forms adequately or provide such information may result in
disqualification or rejection of the Bid
MPL/ PROJECT MANAGER has the right to :
• amend the scope of any Contracts to be bid under this Project in

which event, Bids will be invited only from those Bidders who meet
the resulting amended qualification requirements;
• amend the scope (minor in nature) during finalization of detail

engineering / execution of contract, if required. Such scope change
will not entertain any extra cost to be paid to the successful Bidder;
• reject or accept any Bid, cancel the Bidding process, and reject all
applications, and
• reject or accept any Bid, on grounds of disqualification and / or late

submission.
In all of the above cases. MPL/ PROJECT MANAGER shall not be held
liable for any claims whatsoever.
By this letter, the undersigned who acts in name and on account of the
Bidder, declares that, by virtue of the Power of Attorney (copy enclosed
herewith) along with the certified copies of Board Resolution authorizing
the issue of such power of attorney (copy enclosed herewith) in the case
of Companies, he has been granted and has the widest authority to
effect all the necessary formalities for the Bid.
The undersigned hereby indicates the address in which he establishes

his legal domicile, to the effects of this Tender procedure, to which MPL/
PROJECT MANAGER may direct his correspondence.
(Address, E-mail and Phone No)
Place and Date (Signature of Authorised Representative)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (B)
STATEMENT OF BIDDERS
(Bidders should provide the following information relating to himself to

demonstrate that they meet the requirements stated in the Instructions to
Bidders)
1 Name of Bidder ________________________________
2 Address of Head Office
________________________________
3 Legal Status
4 Place and Date of ______________________________

Establishment (Place and Country)
______________________________
(Day) (Month) (Year)
5 Main lines of business
1_______________________ Since _______________________
2_______________________ Since _______________________
3_______________________ Since _______________________
6 Branch of specialization ____________________________________
________________________________________________________
7 Subscribed and paid up capital _______________________________
(Original currency)
________________________________________________________
(Equivalent in US $)
Exchange rate adopted for conversion In US$ ___________________
________________________________________________________
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
8 Places of branch offices and / or factories operating:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
9 Number of personnel from the permanent staff :
Employees (total) _______________________________
Labourers (total) _______________________________
In which are with at least ten (10) years experience:
Engineers _______________________________
Specialists _______________________________
10 Name of Owners / Promoters Nationality
_______________________ ___________________________
_______________________ ___________________________
_______________________ ___________________________
_______________________ ___________________________
(Place and Date ) (Signature of Authorised Representative)
Information Forms (1A)
GENERAL EPC / CHS PACKAGE EXPERIENCE RECORD OF BIDDER
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
[Bidders should provide the following information relating to himself to demonstrate that
they meet the requirements stated in the Instructions to Bidders]
1. Name of Bidder
___________________________________________________________
2. Experience of the Bidder in EPC / CHS Package during the year 2001 to 2006 (*)
Year Name & Brief Role of the Value of the Current
Location of Description Bidder Contract (in Status &
Project USD) Year of
Commissio
ning
2001
2002
2003
2004
2005
2006
*Give details of all the EPC / CHS Packages undertaken in the respective years.
Attach separate Information Form (1B) for each power project completed between
2001 and December 2006.
3 Approximate value of work in hand as on 31st December 2006
Year Name & Brief Role of the Value of the Current

Location of Description Bidder Contract** (in Status
Project USD)
** Indicate exchange rate adopted for the conversion to USD
4 Have you ever encountered with strike, sabotage or lockout in executing

any EPC/CHS Package?
Yes No
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
If yes, provide details including man days lost and number of days delay,
explain the reasons and your counter plan taken. Attach as many sheets
as required.
5 Have you ever failed to achieve guaranteed performance and/ or timely

completion of the project in last ten (10) years?
Yes No
If yes, provide details of liquidated damages / penalties paid payable or

disputed Elaborate problem and give reasons for the same. Attach as
many sheets as required
_____________ ______________________________________
(Place and Date) (Signature of Authorised Representative)
Information Form (1B)
DETAILS OF PROJECTS EXECUTED AND IMPLEMENTED

[Works of EPC/CHS Package in power projects completed by the Bidder
in the period between 2001 to December 2006.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
1 Role of Bidder
Prime Contractor
2 Name of Project & Country of Project _____________________
3 Owner and Contract Person Details _____________________
_____________________
_____________________
4 Work Volume (MW X Nos.) _________________(MW)
5 Salient features of Plant Water System executed

___________________
6 Contract amount (equivalent in US$)* ___________________
7 Final amount billed (equivalent in US$)* ___________________
8 Date of commencement ___________________
9 Date of completion ___________________
10 Whether project completed within contracted period. If No, give reasons for
the same, also give particulars of LDs paid, payable and LDs disputed (if
any) Attach extra sheets, if necessary
__________________________________________________
__________________________________________________
12 Brief scope and description of project, including any particular or special

aspect of the same
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
13 Is the contract closed? If not, please provide reasons
__________________________________________________
__________________________________________________
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
__________________________________________________
*Indicate exchange rate adopted for the conversion in US$
____________ ________________________________
(Place & Date) (Signature of Authorised Representative)
Information Form (2)
REVENUE DATA
Name of Bidder:
_______________________________________________________________
[Bidder should provide the following information relating to himself to demonstrate that
they meet the requirements stated in the Instruction to Bidders]
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
List of revenue from contracting of EPC/CHS Packages of the last five fiscal years
converted to Indian Rupees or U.S dollars at the rate at end of each period in
accordance with of ITB
(INR/US$)
Name of Employer Name of Revenue from contracting
Contract
2006 2005 2004 2003 2002
Total values
Applied Exchange
rates to convert in
US$
Note : A certificate from an approved Audit firm certifying the aforesaid information
may be sought by the owner.
INFORMATION FORM (3A)
QUALIFYING EPC/ CHS EXPERIENCE OF BIDDERS FOR POWER PLANTS
(Individual Bidder should provide the following information relating to himself

to demonstrate that they meet the requirements stated in the Instructions to
Bidders)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
No. Country Name of Unit Year of Salient

Project with Capacity Commissioning features of
Capacity and MW plant water
Role of the systems
Bidder
LIST OF SOURCE OF EACH MAJOR EQUIPMENT FOR PROJECT
No. Equipment Source Contact details
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4A (i))

FINANCIAL DATA – BALANCE SHEET
(Bidders should provide the following unconsolidated information relating to himself to
demonstrate that they meet the requirements stated in the Instructions to Bidders)
Name of Bidder:
1. Balance Sheet (INR/US$)

Assets 2006 2005 2004 2003 2002 Liability & Stock 2006 2005 2004 2003 2002
holders Equity
Current Assets Current liabilities
*Cash & *Short term debt &

equivalents current portion of long
term debt
* Accounts * Accounts payable &
receivable accrued liabilities
* Inventories * Other current
liabilities
* Other current Long term debt
assets
Property & Deferred taxes
equipment
(less accu-
mulated
depreciation)
Long term Other liabilities
investments
Other assets Total Liabilities
Stock holders’ Equity
* Capital stock
* Additional paid-in
capital
* Retained earnings
Total Stock holders’

Equity
Total Assets Total Liabilities &
Equity
* Indicates sub-items
Note :.
(1) Indicate the applied exchange rates to convert into US Dollars.
(2) Also indicate the extent to which each asset is encumbered or charged.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4A (ii))

FINANCIAL DATA – INCOME STATEMENT
(Bidder should provide the following unconsolidated information relating to

himself to demonstrate that they meet the requirements stated in the
Instructions to Bidders)
Name of Bidder:
2. Income Sheet (INR/US$)

2006 2005 2004 2003 2002
Net Sales
Cost of sales
Gross profit
Other Expenses
* Selling General & Administrative

expenses
* Depreciation
* Interest paid
* Other expenses
Operating income
Other earnings
Income before income taxes
Income taxes
Net income
Applied Exchange rates to convert to

INR/US $
• Indicates sub-items
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4A (iii))
FINANCIAL DATA – CASH FLOW STATEMENT
(Bidder should provide the following unconsolidated information relating to himself to

Name of Bidder:
3. Cash Flow Statement (INR/US$)
2006 2005 2004 2003 2002

Opening Cash Balance :
A. Cash Flow From Operating Activities:
Net Profit before tax and extraordinary items (a)
Adjustments for (b)
* Depreciation
* Interest / Dividend (Net)
* Provisions
* Trade and Other Receivables
* Inventories
* Trade and other payables
* Interest on Security Deposit
Cash Generated from Operations (c=a-b)
Direct Taxes Paid (d)
Net Cash Flow from Operating
Activities (e=c-d)
B. Cash Flow from Investing Activities :
* Purchase / Sale of Fixed Assets
* Purchase / Sale of Investments
* Interest / Dividend Received
Net Cash used in Investing Activities (f)
C. Cash flow from Financing Activities :
* Repayment of Long Terms Borrowings
* Interest / Dividend Paid
* Tax on Dividend Paid
Net Cash from Financing Activities (g)

Net increase / (Decrease) in cash and Cash Equivalents (
h=e+f+g)
Closing Cash Balance
Applied Exchange rates to convert to INR/US$
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS

FINANCIAL DATA – STATUS OF CONTRACTS IN PROGRESS

Name of Bidder:
Give full information about all your uncompleted works on contract now in progress
whether prime or subcontracts.
(Use as many copies as required).
Project Location Owner and his Contract Work Date of Scheduled Present
Name and Country Contact details Amount as of certified commencement Date of status*
December and completion
2006 Amount
(INR/US$) received
* Delay, before schedule, on schedule (In case of delay, the details on estimated
time and cost over run shall also be provided).
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4C (i))

FINANCIAL PROJECTIONS – BALANCE SHEET

Name of Bidder:
1. Projected Balance Sheet (INR/US$)

Assets 2011 2010 2009 2008 2007 Liability & Stock holders 2011 2010 2009 2008 2007
Equity
Current Assets Current liabilities
*Cash & *Short term debt & current
equivalents portion of long term debt
* Accounts * Accounts payable &
receivable accrued liabilities
* Inventories * Other current liabilities
* Other current Long term debt
assets
Property & Deferred taxes
equipment (less
accu-mulated
depreciation)
Long term Other liabilities
investments
Other assets Total Liabilities
Stock holders’ Equity
* Capital stock
* Additional paid-in capital
* Retained earnings
Total Stock holders’
Equity
Total Assets Total Liabilities & Equity
Note : (1) Indicate the applied exchange rates to convert into US Dollars.
(2) Also indicate the extent to which each asset is encumbered or charged.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4C (ii))
FINANCIAL PROJECTIONS – INCOME STATEMENT

Name of Bidder:
2. Projected Income Statement (INR/US$)
2011 2010 2009 2008 2007
Net Sales
Cost of sales
Gross profit
Other Expenses
* Selling General &

Administrative expenses
* Depreciation
* Interest paid
* Other expenses
Operating income
Other earnings
Income before income taxes
Income taxes
Net income
Applied Exchange rates to

convert to INR/US$
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4C (iii))

FINANCIAL PROJECTIONS – CASH FLOW STATEMENT

Name of Bidder:
3. Projected Cash Flow Statement (INR/US$)
2011 2010 2009 2008 2007

Opening Cash Balance :
A. Cash Flow From Operating Activities:
Net Profit before tax and extraordinary items (a)
Adjustments for (b)
*Depreciation
* Interest / Dividend (Net)
* Provisions
* Trade and Other Receivables
* Inventories
* Trade and other payables
* Interest on Security Deposit
Cash Generated from Operations (c=a-b)
Direct Taxes Paid (d)
Net Cash Flow from Operating Activities (e=c-d)
B. Cash Flow from Investing Activities :
* Purchase / Sale of Fixed Assets
* Purchase / Sale of Investments
* Interest / Dividend Received
Net Cash used in Investing Activities (f)
C. Cash flow from Financing Activities :
* Repayment of Long Terms Borrowings
* Interest / Dividend Paid
* Tax on Dividend Paid
Net Cash from Financing Activities (g)
Net increase / (Decrease) in cash and Cash
Equivalents ( h=e+f+g)
Closing Cash Balance
Applied Exchange rates to convert to INR/US$
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4D)
FINANCIAL DATA – AVAILABLE CREDIT

Name of Bidder:
In (INR/US$)
Name of Bank Amount of Credit * Credit required for Balance Credit
Existing Available *
Commitments *
TOTAL
* Provide details of Fund Based / Non-Fund Based separately
Note : Please provide applied exchange rate to convert to INR/US$
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (4E)
FINANCIAL DATA – RATING

Name of Bidder:
If some rating agency, such as S&P, CRISIL, Moody’s or an equivalent Indian /

International credit rating agency has provided the Bidder’s debt with a rating, show
the latest one in the following form.
Rating :
(Kind of debt : S/T, L/T etc.
(Name of rating agency:
(As of :
Whether any downgrading / upgrading has been done in the last five years? If so,
please provide all details of such upgrades / downgrades.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (5A)
PERSONNEL CAPABILITIES
Name of Bidder:
For specific positions essential to contract management and implementation, Bidders

should provide the names of at least two (2) candidates qualified to meet the
specified requirements stated for each position. Use as many Information Forms
(5A) as required. The data on their experience should be supplied on separate
sheets using one Information Form (5B) for each candidate.
Bidders may propose alternative management and implementation arrangements

requiring different key personnel, whose experience records should be provided.
1. Title of position
Name of prime candidate
Name of alternate candidate
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS

CANDIDATE SUMMARY
Name of Bidder :
Position Candidate
Prime Alternate
Candidate Information Name of Candidate Date of Birth
Professional Qualifications
Present employment Name of employer
Address of employer
Telephone Contact (manager / personnel
officer)
Fax Telex
Job title of candidate Years with present employer
Summarise required professional experience, in reverse chronological order.

Indicate particular technical and managerial experience relevant to the project.
From To Company Project Position Relevant technical and

management experience
Licenses Conferred Licensing Authority
Languages known Speak Read Write
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
ARBITRATION HISTORY
Name of Bidders:
Bidder, shall provide information on any arbitration including those in payments

resulting from Contracts executed in the last ten (10) years or currently under
execution. The Bidder shall additionally provide information on any arbitration he
was involved in as a Bidder during the last ten (10) years.
Year Whether If determined Name of client Disputed

determined, or award for or (including amount
in process against & Governments), (current value,
Quantum cause of arbitration INR/US$
and matter in equivalent)
dispute
(1) As a Contractor :
(2) As a Bidder :
* Applied Exchange rates to convert in US $
Place and Date) Signature of Authorised Representative)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
LIST OF MAJOR ELEMENTS OF CONTRACT TO BE SUBCONTRACTED
Name of Bidder :
S. No. Scope of Subcontract Estimated Subcontract Value in INR
1.
2.
3.
4.
5.
Place and Date) Signature of Authorised

Representative)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (BS)
FORMAT OF BANK GUARANTEE FOR BID SECURITY
Ref. No. : ………
1. INCONSIDERATION of MAITHON POWER LIMITED. having its Registered

Office at DELHI, III floor, NBCC TOWER, #15, BHIKAJI CAMA PLACE, NEW
DELHI - 110 066 (herein after called the ‘Owner’ which expression shall
unless repugnant to the subject or context includes its successors,
administrators, executors and assigns) having agreed to accept from -----------
(name of the Bidder) (herein after called the said Bidder(s) which expression
shall unless repugnant to the subject or context includes his successors,
administrators, executors and permitted assigns) under the terms and
conditions of Tender No.TCE.4891A-H-500-003 as qualified by the terms and
conditions of the Bidder’s offer (where such qualification does not defeat the
purposes for which this bank guarantee is required under the terms and
conditions of this Tender No. TCE.4891A-H-500-003 (herein after called the
said Tender) Bid security for the due fulfilment and compliance by the said
Bidder(s) of the terms and conditions contained in the said Tender in the form
of Bank Guarantee for Rs. _______________million (Rupees
_____________ million only) or ______________(an equivalent amount in a
freely convertible currency. We _____________ Bank (hereinafter referred to
as the ‘Bank’) do hereby irrevocably, unconditionally and without reservation
guarantee the due and faithfully fulfilment and compliance of the terms and
conditions of the Tender by the said Bidder(s) and unconditionally and
irrevocably undertake to pay forthwith to the Owner an amount not exceeding
_______________million (Rupees _____________ million only) or
______________(an equivalent amount in a freely convertible currency)
without any demur, reservation, recourse, contest or protest and without
reference to the Bidder(s) if the Bidder(s) shall fail to fulfil or comply with any
of the terms and conditions of the said Tender, on receipt of a letter from the
Owner that the Bidder has failed to comply with and fulfil all or any of the
terms and conditions contained in the said Tender. A letter from the Owner
stating that the Bidder(s) is in default in the due and faithful fulfilment and
compliance with the terms and conditions contained in the said Tender shall
be final, conclusive and binding on the Bank. .
2. We, ------------------------- Bank do hereby unconditionally undertake to pay the

amounts due and payable under this Guarantee without any demur
reservation, recourse, contest or protest and reference, merely on first
demand from the Owner stating that the amount claimed is due to the Owner
by reason of failure of the said Bidder(s) to fulfil and comply with any one or
all of the terms and conditions contained in the said Tender including failure
of the said Bidder(s) to keep its Bid open during the Bid Validity period as set
forth in the said Tender for any reason whatsoever. Any such demand made
on the Bank shall be conclusive as regards amount due and payable by the
Bank under this Guarantee. However, our liability under this guarantee shall
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
be restricted to an amount not exceeding Rs. _______________million

(Rupees _____________ million only) or ______________(an equivalent
amount in a freely convertible currency.
3. We, ------------------------- Bank further agree that the Owner shall decide as to
whether the Bidder(s) is in default of due and faithful fulfilment and
compliance with the terms and conditions contained in the said Tender
including inter alia, the failure of the said Bidder(s) to keep its Bid open during
the Bid validity period set forth in the said Tender and the decision of the
Owner that the said Bidder(s) is in default as aforesaid shall be final and
binding on us.
In the event of any dispute in this specific regard pending before any Court
Tribunal, Arbitrator or any other authority, the Bank do hereby agrees to
unconditionally place the amounts claimed by the owner under this guarantee
into a separate account in the Bank or any other back as decided by the
Owner, whose disposition shall be dealt in accordance with the judgement
delivered on the said dispute by the said Court. Tribunal, Arbitrator or any
other authority. .
4. We, ------------------------- Bank further agree that the guarantee herein

contained shall remain in full force and effect during the period that would be
taken for the finalisation of the said Tender and that it shall continue to be
enforceable till the said Tender is finally decided and order placed on the
successful Bidder(s) and / or till all the dues of the Owner under / or by virtue
of the said Tender have been fully paid and its claims satisfied or discharged
or till a duly authorised officer of the Owner certifies that the terms and
conditions of the said Tender have been duly, faithfully, fully and properly
carried out by the said Bidder(s) and discharges this Guarantee on --------------
or _________whichever is later. Unless a demand or claim under this
guarantee is made on us in writing on or before (date, the expiry of bid validity
date) unless extended, plus a claim period of one (1) month, we shall be
discharged from all liability under this guarantee thereafter.
5. After the submission of the said Tender, the Owner shall have the fullest
liberty without affecting in any way the liability of the Bank under this
Guarantee from time to time and only after prior agreement with the Bidder(s)
to vary any of the terms and conditions of the said Tender or to extend time of
the said Tender or the period for fulfilment and compliance with the terms and
conditions contained in the said Tender by the said Bidder(s) or to postpone
for any time and from time to time any of the powers exercisable by it against
the said Bidders and either to enforce or forbear from enforcing any of the
terms and conditions contained in the said Tender including the securities
available to the Owner and the bank shall not be released from its liability
under these presents by any exercise by the Owner of the liberty with
reference to the matters aforesaid or by reason of time being given to the said
Bidders or any other forbearance, act or omission on the part of the Owner or
any indulgence by the Owner to the said Bidder(s) or of any other matter or
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
thing whatsoever which under the law relating to sureties would but for this
provision have the effect of releasing the Bank from its such liability.
6. Any letter by way of request, demand or otherwise hereunder shall be sent by

courier or by registered mail to the Bank, addressed as aforesaid.
7. We undertake to make the payment on receipt of your letter of claim on us

addressed to -------------------------------- (name of Bank along with branch
address) and delivered at our above branch who shall be deemed to have
been duly authorised to receive the said letter of claim.
8. It shall not be necessary for the Owner to proceed against the said Bidder(s)
before proceeding against the bank and the Guarantee herein contained shall
be enforceable against the bank, not withstanding any other security which
the Owner may have obtained from the said Bidder(s), shall at the time when
proceedings are taken against the bank hereunder, be outstanding or
unrealised.
9. We, ------------------------- Bank lastly undertake not to revoke this guarantee

during its currency except with the previous express consent of the Owner in
writing and agree that any change in the constitution of the Bank or the said
Bidder(s) shall not discharge our liability hereunder.
10. The Bank declares that it has the power to issue this guarantee and the
undersigned have full powers to do so on behalf of the Bank.
11. The Guarantee will be governed by the terms and conditions of the said
Tender and in accordance with Indian Laws. Only the Court of competent
jurisdiction in India shall have jurisdiction over any cause of action arising
under this Guarantee.
Dated _____________ Day of ________________ 2007
Signature of the Issuing Authority with seal
For ________________________________Bank
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
Information Form (CPG)

CONTRACT PERFORMANCE BANK GUARANTEE (CPG) ON RS.100/- STAMP
PAPER
Note : a) Format shall be followed in toto

b) Claim period of six months must be kept up
c) The Bank Guarantee is required to be signed by an authorized official
of the Bank who must state his designation and Authority No. to issue
such Guarantee. The Guarantee is also required to be attested by a
Witness who must sign and state his name, address and occupation
alongside.
d) The guarantee to be accompanied by the covering letter from
the bank confirming the signature of the guarantee
_______________________________________________________

Contract Performance B.G No. ……………………..
Contract No. …………………… Dt…………

For design, engineering and execution of CHS Package
for 1050 MW Coal-based Maithon Right Bank Thermal
Power Project in Dhanbad District of Jharkhand State”
1.0 You have entered into a Contract No…………… dated ……. with M/s.
…………………………… (hereinafter referred to as “the Contractor”) for design,
engineering and execution of CHS Package for 1050 MW Coal-based
Maithon Right Bank Thermal Power Project in Dhanbad District of
Jharkhand State” for the price and on the terms and conditions contained in the
said contract.
2.0 In accordance with the terms of the said Contract, “the Contractor” has
agreed to furnish you with an irrevocable and unconditional bank guarantee in
a form and from a Bank acceptable to you as Security for the due
performance by “the Contractor” of all his contractual obligations under the
said contract in an amount equal to 15% (fifteen percent) of the total value of
the contract to be valid from the date of contract and upto 2 years from the
date of take over of the last unit of “the said equipment”
3.0 In consideration thereof we, ……………….. hereby irrevocably and

unconditionally guarantee to pay you on demand and without demur and
without reference to “the Contractor” such amount or amounts not exceeding
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
the sum of Rs………….. (Rupees ………………………….. only) being 15%

(fifteen percent) of the total value of the contract on receipt of your intimating
that “the Contractor” has not fulfilled his contractual obligations. You shall be
the sole judge for such non-fulfillment and “the Contractor” shall have no
right to question such judgement.
4.0 You shall have the right to file/make your claim on us under the guarantee for
a further period of six months from the said date of expiry.
5.0 This guarantee shall not be revoked without your express consent and shall
not be affected by your granting time or any other indulgence to “the
Contractor”, which shall include but not be limited to, postponement from time
to time of the exercise of any powers vested in you or any right which may
have against “the Contractor” and to exercise the same in any manner at any
time and either to enforce or forbear to enforce any covenant contained or
implied in the said contract or any other course of remedy or security
available to you, and our Bank shall to be released from its obligations under
this guarantee by your exercising any of your rights with reference to matters
aforesaid or any of them or by reasons of any other act or forbearance or
other acts of omission or commission on your part or any other indulgence
shown by you or by any other matter or thing whatsoever which under the law
would, but for this provision. have the effect of relieving our bank from its
obligation under this guarantee.
6.0 We also agree that you shall be entitled at your option to enforce this
guarantee against our bank as a principal debtor, in the first instance,
notwithstanding any other security or guarantee that you may have in relation
to “the Contractor’s” liabilities in respect of the premises.
7.0 This guarantee shall not be affected by any change in the constitution of our
Bank or “the Contractor” or for any other reason whatsoever.
8.0 Any claim / extension under the guarantee can be lodgeable at outstation
banks or at Mumbai / New Delhi branch and claim will also be payable at
Mumbai / New Delhi Branch.
9.0 Notwithstanding anything herein contained, our liability under this guarantee
is limited to Rs………….. (Rupees …………………………. Only) and the
guarantee will remain in force upto and including ………… (Date) and shall be
extended from time to time for such period or periods as may be desired by
“the Contractor”
10.0 Unless a demand or claim under this guarantee is received by us in writing

within six months from ………….. (expiry date) i.e. on or before …………..
(claim period end date), we shall be discharged from all liabilities under this
guarantee thereafter.
11.0 All payment under this Guarantee shall be made free of any withholding or
deduction whatsoever.
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
12.0 This Guarantee shall be subject to extension at a time by a period of 6 (six)

months from the date of initial or subsequent expiry of the Guarantee,
irrespective of any objection from the Contractor, provided a written notice
from the Owner is received by us atleast 30 (thirty) days prior to the initial or
subsequent expiry of this Guarantee to the effect that the Contractor has
failed to complete the Work and fulfill his contractual obligations prior to such
expiry and accordingly the period of this Guarantee is required to be extended
by the Bank, failing which the amount guaranteed under this Guarantee shall
be due and payable to you forthwith without any further notice or demand
from you.
13.0 This Guarantee shall not be discharged, impaired or affected by reason of:
a) any legal limitation, inability, disability or incapacity or other like

circumstances specifically relating to the Contractor, or any amendment,
supplement, modification or change to or variation of any of the terms of
the Contract; or
b) the liquidation, dissolution, amalgamation, reconstruction or

reorganization of the Contractor, or the appointment of a receiver,
administrative receiver or administrator of any of the assets of the
Contractor (or the equivalent of any such matters occurring in any
jurisdiction) or occurrence of any such circumstance affecting the liability
of the Contractor to discharge any obligation secured by or relating to
this Guarantee.
14.0 This Guarantee shall be governed by the laws of India and only competent
courts in India shall have jurisdiction on all matters covered by this
Guarantee.”
Dated at …………….. this ………………………. day of 2007
Information Form (AP)
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
FORMAT OF ADVANCE PAYMENT BG ON RS.100/- STAMP PAPER
Note : a) Format shall be followed in toto

b) Claim period of six months must be kept up
c) The Bank Guarantee is required to be signed by an authorized official
of the Bank who must state his designation and Authority No. to issue
such Guarantee. The Guarantee is also required to be attested by a
Witness who must sign and state his name, address and occupation
alongside.
d) The guarantee to be accompanied by the covering letter from
the bank confirming the signature of the guarantee
_______________________________________________________

Advance Payment B.G No. ……………………..
Contract No. …………………… Dt.

For design, engineering and execution of CHS Package
for 1050 MW Coal-based Maithon Right Bank Thermal
Power Project in Dhanbad District of Jharkhand State”
1.0 You have entered into a Contract No…………… dated ……. with M/s.
…………………………… (hereinafter referred to as “the Contractor”) for design,
engineering and execution of CHS Package for 1050 MW Coal-based
Maithon Right Bank Thermal Power Project in Dhanbad District of
Jharkhand State” for the price and on the terms and conditions contained in the
said contract.
2.0 In accordance with the terms of the said contract, you have agreed to make an
advance payment of Rs…………. (Rupees ………………… only) being …….. ,%
(………….. percent) of the total value of the contract on “the Contractor”
furnishing you with an irrevocable, unconditional and acceptable bank guarantee
to be valid till the date of take over of “the CHS Package” covered by your above
mentioned contract. For this purpose you have agreed to accept our guarantee.
3.0 In consideration thereof, we, ……………………. hereby irrevocably and

unconditionally guarantee to pay to you on demand and without demur and
without reference to “the Contractor” such amount or amounts not exceeding the
sum of Rs……………. (Rupees ……………………………. Only) being ……….%
(…………. Percent) of the total value of the contract on receipt of your intimating
that “the Contractor” has not fulfilled his contractual obligations. You shall be the
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
sole judge for such non-fulfillment and “the Contractor” shall have no right to
question such judgement.
4.0 You shall have the right to file/make your claim on us under the guarantee for a
further period of six months from the date of expiry.
5.0 The guarantee shall not be revoked without express consent and shall not be
affected by your granting time or any other indulgence to “the Contractor”, which
shall include but not be limited to, postponement from time to time of the exercise
the same in you or any right which you may have against “the Contractor” and to
exercise the same in any covenant contained or implied in the said contract or
any other course or remedy or security available to you, and our Bank shall not
be released from its obligations under this guarantee by your exercising any of
your rights with reference to matters aforesaid or any of them or by reasons of
any other act or forbearance or other acts of omission or commission on your part
or any other indulgence shown by you or by any other matter or thing whatsoever
which under the law would, but for this provision have the effect of relieving our
bank from its obligation under this guarantee.
6.0 We also agree that you shall be entitled at your option to enforce this guarantee
against our bank as a principal debtor, in the first instance, notwithstanding any
other security or guarantee that you may have in relation to “the Contractor’s”
liabilities in respect of the premises.
7.0 This guarantee shall not be affected by any change in the constitution of our Bank
or “the Contractor” or for any other reason whatsoever.
8.0 Any claim / extension under the guarantee can be lodgeable at outstation banks
or at Mumbai / New Delhi branch and claim will also be payable at Mumbai / New
Delhi branch.
9.0 Notwithstanding anything herein contained, our liability under this guarantee is
limited to Rs………….. (Rupees …………………………. Only) and the guarantee
will remain in force upto and including ………… (Date) and shall be extended
from time to time for such period or periods as may be desired by “the Contractor”
10.0 Unless a demand or claim under this guarantee is received by us in writing within
six months from ………….. (expiry date) i.e. on or before ………….. (claim period
end date), we shall be discharged from all liabilities under this guarantee
thereafter.
11.0 All payment under this Guarantee shall be made free of any withholding or
deduction whatsoever.
12.0 This Guarantee shall be subject to extension at a time by a period of 6 (six)

months from the date of initial or subsequent expiry of the Guarantee,
irrespective of any objection from the Contractor, provided a written notice to is
received by us atleast 30 (thirty) days prior to the initial or subsequent expiry of
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
this Guarantee to the effect that the Contractor has failed to complete the Work
and fulfill his contractual obligations prior to such expiry and accordingly the
period of this Guarantee is required to be extended by the Bank, failing which the
amount guaranteed under this Guarantee shall be due and payable to you
forthwith without any further notice or demand from you.
13.0 This Guarantee shall not be discharged, impaired or affected by reason of:
a) any legal limitation, inability, disability or incapacity or other like

circumstances specifically relating to the Contractor, or any amendment,
supplement, modification or change to or variation of any of the terms of the
Contract; or
b) the liquidation, dissolution, amalgamation, reconstruction or reorganization

of the Contractor, or the appointment of a receiver, administrative receiver
or administrator of any of the assets of the Contractor (or the equivalent of
any such matters occurring in any jurisdiction) or occurrence of any such
circumstance affecting the liability of the Contractor to discharge any
obligation secured by or relating to this Guarantee.
14.0 This Guarantee shall be governed by the laws of India and only competent courts
in India shall have jurisdiction on all matters covered by this Guarantee.”
Dated at …………….. this ………………………. day of ………………. 20
Information Form (CA)
To be executed on stamp paper as applicable in the State of Jharkhand
FORM OF CONTRACT AGREEMENT
THIS AGREEMENT (“Agreement” or “Contract”) is made and entered into on

this……. day of………………….2007 at………………by and between
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
MAITHON POWER LIMTIED, a Company incorporated in India under the

Companies Act, 1956, having its registered office
at………………………………………………… (a joint venture company between The
Tata Power Company Limited and Damodar Valley Corporation) and acting through
its Project Manager, TATA POWER COMPANY LIMTIED
[address]……………………………………… (hereinafter referred to as the “Owner”,
which expression shall include its successors and permitted assigns) of the One
Part;
AND
…………………………………………………………… a Company incorporated under
the laws of ………………. having its principal place of business (in case of Company
registered in India – a Company incorporated in India under the Companies Act,
1956, having its registered office) at ……………………………………………………….
(hereinafter referred to as the “Contractor”, which expression shall include its
successors and permitted assigns) of the other Part.
RECITALS
WHEREAS:
(A) The Owner has received necessary approvals for setting up of a 1050
MW Coal-fired Thermal Power Project, under the Mega-Power Policy of
the Government of India, on the right bank of river Barakar in Dhanbad
District of Jharkhand State in the eastern region of India (hereinafter
referred to as the “Project”);
(B) The Owner, through its Project Manager wishes to appoint a Contractor
for ………………………………..[specify type and nature and purpose of
stand-alone independent contracts, viz. (i) Offshore Supply Contract for
Imported Equipment (‘OFSC’); (ii) Onshore Supply Contract for
Indigenous Equipment (‘ONSC’); (iii) Onshore Services Contract – for
installation, commissioning and guarantees (‘OSC’); & (iv) Co-ordination &
Guarantee Agreement (‘CGA’) – to properly tie up and guarantee the
obligations under these independent contracts] for………………………….
(C) The Contractor has represented that it has the requisite technical know-
how and experience, expertise and capability and financial and other
resources to ensure that the contracted supplies, services and other work
are executed and completed in accordance with the terms of the Contract
in a safe and environmentally responsible manner and that the contracted
work will be capable of seamless integration with other Related Works
and be carried out on, under, over or in connection with the Project Site;
(D) Relying upon the foregoing and other representations of the Contractor,
the Owner appoints the Contractor to undertake the contracted work or
services and the Contractor agrees to carry out and complete the
contracted work, services and other work and remedy any and all defects
therein, on terms and conditions of the Contract;
(E) The Contractor acknowledges that the Owner has entered into or will
enter into other contracts with other contractors and/or parties for the
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
remaining elements of the Project (and not comprised in the contract work
or services) and that the Owner will have Related Works performed and
that it is of paramount importance that the contracted work, services and
other work are fully and completely coordinated with the Related Works by
the Contractor in view of their concurrent and sequential nature;
(F) The terms and conditions of this Contract have been fully negotiated
between the Project Manager on behalf of the Owner and the Contractor
as parties of competent capacity and equal standing.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,

COVENANTS AND AGREEMENTS CONTAINED HEREIN AND FOR GOOD AND
VALID CONSIDERATION, THE ADEQUACY OF WHICH HAS BEEN
ACKNOWLEDGED BY THE PARTIES, THE PARTIES, INTENDING TO BE
LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:
1. In this Contract Agreement (and the Recitals to it) words and expressions
shall have the meanings assigned to them herein and in the Conditions
Contract referred to below.
2. In consideration of the payments to be made by the Owner to the Contractor

under the Contract, the Contractor shall carry out and complete the
contracted supplies, services and other work and discharge all the relevant
obligations on its part specified in, or to be inferred from, and in all respects in
accordance with the terms & conditions of the Contract.
3. Contract Price:
In consideration of the full and complete discharge of the Contractor’s

obligations under the Contract, the Owner shall pay to the Contractor the
Lump-sum Contract Price amounting to ………………………………..
(……………………………….. in words), inclusive of all taxes and duties within
and outside India. The Contract Price shall be firm and it shall remain fixed
through the period of Contract except and to the extent that such Contract
Price may be varied in accordance with the terms and conditions of the
Contract at such time and in such manner as expressly prescribed therein.
4. Contract Documents:
4.1 The following documents shall be deemed to comprise the Contract:
a) This Contract Agreement (including all Schedules and Appendices)

b) The General Conditions of Contract (GCC): Section A-4, as they shall
apply to this Contract Agreement
c) Owner’s Letter of Intent to the Contractor
d) Contractor’s Letter of Acceptance
e) Tender document
f) Contractor’s Proposal
g) Schedule of Prices
h) Minutes of Meetings with the Contractor; Record Notes of Tender
Negotiations
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
i) Contractor’s Implementation Plan including Contractor’s Organization and

Key Personnel
j) Approved List of Subcontractors & Vendors
k) Responsibility Matrix for Permits, Approvals and Clearances as they shall
apply to this Contract Agreement
l) Contractor’s Health, Safety and Environment Manual
4.2 The Contractor hereby declared to have full knowledge and understanding of
the contents of all the foregoing documents whether contained in or
incorporated by reference thereto and accepts all the terms and conditions
contained therein. In the event of any ambiguity or conflict between any of
the foregoing Contract Documents, the Contractor shall, prior to
commencement of the subcontract supplies, services or work , be deemed to
have clarified from the Owner all such ambiguities or conflicts. The order of
precedence of the foregoing documents shall be the same as listed herein
above.
5. Effective Date & Commencement Date
5.1 The Contract is deemed to have come into effect and full force from the date
of issue of Letter of Intent by the Owner to the Contractor,
viz……………………., which shall be the Effective Date of Contract.
5.2 The Contractor shall commence work within 7 (seven) days of the issue of
Notice to Proceed from the Owner to the Contractor under this Contract,
which shall not be earlier than 10 (ten) days and not later than 180 (one
hundred and eighty) days from the date of this Contract.
6. Notices:
6.1 Any notice to be given under the Contract shall be sent to the Owner/Project
Manager or the Contractor, as the case may be, at the address set for the
below:
Owner/Project Manager Contractor:
Address: Address:
Attn.: Attn.:
Title: Title:
Tel. Tel.
Fax: Fax:
E-mail: E-mail:
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
6.2 Any notice to be given hereunder by one Party to the other Party may be sent
by pre-paid registered post or by overnight courier or by facsimile or by e-mail to
its address given herein above or to such other address as may have been
communicated by such Party to the other Party and shall be deemed to have
been received if sent by pre-paid registered post or overnight courier on the date
of its delivery as evidenced by the postal mark or receipt, if sent by facsimile on
the date of its transmission stamped on it and if sent by e-mail on the date of its
transmission as evidenced by its properties.
7. Governing Law & Language:
7.1 This Contract shall be governed by the laws of India and only Courts of
competent jurisdiction within India shall have jurisdiction on all matters
covered by this Contract.
7.2 The governing language of the Contract shall be English.
8. General:
8.1 This Contract supersedes all prior negotiations, representations, warranties

and agreements related hereto whether oral or written.
8.2 No amendment or modification or change or deletion to this Contract shall be

effective, unless evidenced in writing and duly signed by the authorized
representatives respectively of the Owner and the Contractor.
8.3 General Conditions of Contract (GCC), Schedules and Appendices shall form
part of this Agreement and shall have the same effect as the provisions of this
Agreement.
8.4 This Agreement is executed in counter-parts, each of which shall be deemed

to be original and retained by each of the Parties but together they shall
constitute one and the same Agreement.
IN WITNESS WHEREOF the Owner and the Contractor have caused this Agreement
to be duly executed by their duly authorized representatives as of the day, month and
year herein above written.
For and on behalf of For and on behalf of

MAITHON POWER LIMITED …………[Contractor]
By___________________________ By____________________________
Name: Name:
Title: Title:
ISSUE
R0
TCE FORM 329 R3


INFORMATION FORMS
WITNESSES:
1.______________________________ 1.______________________________
Name: Name:
Title: Title:
2.______________________________ 2.______________________________
Name: Name:
Title: Title:
Accomp. [All attachments to be properly listed]
ISSUE
R0
TCE FORM 329 R3

SECTION-A4
GENERAL CONDITIONS OF
CONTRACT
TCE 4891A-H-500-004
TCE CONSULTING ENGINEERS LIMITED CONTENTS: A4

GENERAL CONDITIONS OF CONTRACT
PREAMBLE
The OWNER intends to accomplish optimum economic and execution advantages

accruing to the project. Accordingly, though the tender and the accompanying
General Conditions of Contract (GCC) are issued collectively as one document for
Coal Handling System (CHS) Package for this project, it is to be reckoned as if the
tenders have been separately invited in order to facilitate conclusion of
independent and standalone contracts with the Contractor, viz:
1) Offshore Supply Contract for imported equipment;
2) Onshore Supply Contract for indigenous equipment;
3) Onshore Services Contract for installation, commissioning and guarantees;

and
4) Co-ordination & Guarantee agreement;
based on the GCC and other terms & conditions and provisions of the tender as
applicable thereto, the Contractor is required to price his bid accordingly and outline
the implications thereof in his bid proposal.
The Contractor is deemed to have studied and understood fully the implications of
such standalone multiple contracts and shall be responsible for any and all tax &
other liabilities arising out of such independent and standalone contracts.
ISSUE
R0

TCE 4891A-H-500-004

CONTENTS
SECTION TITLE SHEET
1.0 DEFINITIONS OF THE TERMS 9
1.1 Definitions 9
1.2 Headings and Marginal Notes 20
1.3 Interpretation 20
1.4 Law, Language and Measurements 21
1.5 Stamp Duty and Similar Charges 21
1.6 Effective Date of Contract 21
1.7 Priority of Documents 21
1.8 Documents on Site 22
1.9 Communications 22
1.10 Provision of Documents 23
1.11 Contractor's Use of Owner’s Documents 23
1.12 Confidential Details 24
1.13 Contract Co-ordination and Interface 24
1.14 Assignment 24
2.0 OWNER’S OBLIGATIONS 25
2.1 Access and Right to use of the Site 25
2.2 Permits, Licences or Approvals 25
2.3 OWNER’s/ PROJECT MANAGER’s Other Obligations 26
2.4 The OWNER’s Representative 26
3.0 WORK TO BE PERFORMED BY CONTRACTOR AND 27

ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET

CONTRACTOR'S OBLIGATIONS.
3.1 General 27
3.2 Engineering and Design 29
3.3 Construction and Construction Management 34
3.4 Procurement 36
3.5 Labour and Personnel 38
3.6 Permitting 43
3.7 Co-operation 44
3.8 Transporting (Shipping), Forwarding, Storage and Related 46

Matters
3.9 Erection, Pre-operational Testing, Initial Operation, Reliability 49

Operation
3.10 Performance Guarantee Testing 49
3.11 Construction Facilities, Construction Power, Construction Water 49

Facilities, Sanitary Facilities, Telecommunication Facilities, Mail
Service, Catering, Start-up Spares and Consumables
3.12 Personnel Training 51
3.13 Access: Office Accommodations 51
3.14 Clean-Up and Waste Disposal 52
3.15 Contractor’s Field Operation 53
3.16 Reporting Requirements 54
3.17 Schedule 57
3.18 Taxes, Duties and Levies 58
3.19 Employee Identification, Plant Site Security and Protection of 64

Plant Site
ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET
3.20 Royalties and License Fees 65
3.21 Commencement of the Work or Supply of Goods 65
3.22 Releases and Waivers 65
3.23 Further Assurances 67
3.24 Standard for Supplies and Performance 67
3.25 Compliance with Applicable Laws 68
3.26 Fire Protection 68
3.27 Contractor's Equipment and Owner’s rights thereof 69
3.28 Access Route 69
3.29 Rights of Way and Facilities and Extraordinary Traffic 69
3.30 Matters Affecting Execution of the Works or Supply of Goods 71
3.31 Insurance 71
3.32 Schedule for supply of Goods / Work 71
3.33 Work and Safety Regulations 72
3.34 Additional Obligations of Supply Contractor 77
4.0 SUB-CONTRACTORS 81
4.1 Subcontractors and Suppliers 81
4.2 Sub-Contractors and Manufacturer Warranties 83
4.3 Review and Approval - Non Release of Contractor's Liability 85
5.0 INSPECTION AND TESTING 85
5.1 Requirements 85
5.2 Rejection 88
ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET
6.0 INSURANCE 89
6.1 Offshore Supply Contractor: Insurance of Goods 89
6.2 Onshore Service Contractor: Insurance of CHS Package 89
6.3 General Insurance Requirements 91
7.0 TITLE 97
8.0 FOSSILS 97
9.0 COMMENCEMENT, DELAYS AND SUSPENSION 98
9.1 Notice to Proceed 98
9.2 Commencement of the Work / supply of Goods 98
9.3 Contractual Time for Completion 98
9.4 Extension of Time for Completion 98
9.5 Rate of Progress 100
9.6 Suspension of Supply of Goods/ Work 100
10.0 TESTS BEFORE TAKE OVER 101
11.0 LIQUIDATED DAMAGES 101
11.1 Liquidated Damages for Delay 101
11.2 The Liquidated Damages for Failure to meet Performance 102

Guarantees
11.3 Liquidated Damages Responsible 104
12.0 WARRANTIES 105
12.1 Contractor Warranties 105
12.2 Warranty Period 106
12.3 Sub-Contractor Warranties 108

ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET
12.4 Survival of Warranties 108
12.5 Emergency Repairs 108
12.6 Removal of the Defective Work 108
12.7 Further Tests 109
12.8 Right of Access 109
12.9 Contractor to Search 109
13.0 CONTRACT PRICE AND PAYMENT 109
13.1 The Contract Price 109
13.1 Contract Performance Security or Contract Performance Bank 111

Guarantee
13.3 Terms of Payment 112
13.4 Application for Interim Payment Certificates and Claim for 120
Payments
13.5 Mode of Payment 121
13.6 Delayed Payment 122
13.7 Deductions from Contractor’s Bills/Payments Withheld 122
13.8 Final Performance Acceptance and Contractor's Request for 124

Final Payment
13.9 Punch List Items 126
13.10 Effect of Payment 126
13.11 Release 127
14.0 CHANGE ORDERS 127
14.1 Further Detailing not a Change Order 127
14.2 Right to Change Order 128

ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET
14.3 Change Order Procedure 128
15.0 TERMINATION BY THE OWNER 129
15.1 Termination for Convenience 129
15.2 Termination for Default by Contractor 130
15.3 Payment after Termination 132
15.4 Bribes 132
16.0 Defaults and Remedies 133
16.1 Contractor’s Entitlement to Suspend Work or supply of Goods 133
16.2 Termination 133
16.3 Notice Right to Cure 133
16.4 Cessation of Work and Removal of Contractor's Equipment 134
16.5 Payment on Termination 134
17.0 INDEMNIFICATION 135
17.1 General Indemnity 135
17.2 Specific Indemnification 136
17.3 Intellectual Property Indemnification 136
17.4 Notice and Legal Defence 137
17.5 Failure to Defend Action 138
17.6 Survival: Expiration of Indemnity 139
18.0 CONTRACTOR'S CARE OF THE WORKS 139
19.0 LIMITATION OF LIABILITY 139
19.1 No consequential Damages, etc. 139
ISSUE
R0

TCE 4891A-H-500-004

SECTION TITLE SHEET
19.2 Limitation of Liability 140
19.3 Maximum Liability 140
19.4 Exclusive Remedies 140
20.0 FORCE MAJEURE 141
20.1 Definition of Force Majeure 141
20.2 Excused Performance 141
20.3 Limitations 142
20.4 Effect of Force Majeure Event 142
20.5 Payment to Contractor 143
20.6 Optional Termination, Payment and Release 143
21.0 FINANCING 143
22.0 CLAIMS, DISPUTES, MUTUAL SETTLEMENT & 144

ARBITRATION
22.1 Procedure for Claims 144
22.2 Mutual Settlement 145
22.3 Arbitration 145
23.0 ENFORCEMENT OF TERMS 147
24.0 REPRESENTATIONS & WARRANTIES 147
25.0 MISCELLANEOUS 149
TABLE – 1 RESPONSIBILITY FOR PERMITS, CLEARANCES AND 152

LICENSES (WHERE APPLICABLE)
ISSUE
R0

TCE 4891A-H-500-004
TCE CONSULTING ENGINEERS LIMITED SECTION: A4

1.0 DEFINITIONS OF THE TERMS
1.1 Definitions
1.1.1 In the Contract (as defined below), unless the context requires otherwise
the words and expressions defined below shall have the meaning
hereinafter assigned to them.
1.1.2 “Affiliate” shall mean an entity controlling, controlled by, or under the
common control with, a Party directly or indirectly through ownership of
voting securities or by Contract or otherwise.
1.1.3 “Annexure” means all appendices, annexures and schedules annexed to

this Contract or incorporated by reference herein and shall include all
amendments and revisions thereto made by mutual agreement of
OWNER/PROJECT MANAGER and Contractor in accordance with the
provisions contained in this behalf in this Contract.
1.1.4 "Applicable Laws” means all laws, treaties, ordinances, rules, regulations
applicable in India and amendments, re-enactments, revisions,
applications, and adaptations thereto made from time to time and in force
and effect, judgements, decrees, injunctions, writs and orders of any
court, arbitrator or governmental agency or authority, rules, regulations,
orders and interpretations of any Governmental Instrumentality, court or
statutory or other body having jurisdiction over construction of the Facility
on the Facility Site, performance of the Work or supply of Goods,
operation and maintenance of the Plant, including Applicable Permits, as
may be in effect at the time of performance of work or supply of Goods
hereunder by the Contractor, which time would include Latent Defects
Period as appropriate, provided, however, that if at any time the
Applicable Laws are less stringent than the standards set forth in the
Contract hereto, the standard set forth in the contract hereto shall be
deemed to be the standards under Applicable Laws.
1.1.5 "Applicable Permits & Clearances” means any and all Permits,
Clearances, authorizations, consents, licenses (including without limitation
any import or export licenses), lease, ruling, exemption, filing,
agreements, or approvals, required to be obtained or maintained in
connection with construction of the Plant on the Site, performance of
Work, and the operation of the Plant respectively by the Contractor and
the Owner in accordance with the Contract and their maintenance, as
may be in effect at the time of Contractor's performance of Work or supply
of Goods hereunder; which time would include Latent Defects Period as
appropriate.
1.1.6 “Bid” means the tender offer of the Contractor to the OWNER/PROJECT
MANAGER in response to the Tender Enquiry as set forth in the Final
ISSUE
R0

TCE 4891A-H-500-004

Proposal.
1.1.7 “BTG Package” all equipment and accessories forming part of Owner’s
procurement package for Boiler, Turbine and Generator.
1.1.8 “Business Day” means a day other than a Sunday or public holiday on
which banks are open for domestic business in New Delhi / Mumbai.
1.1.9 "Cause" in relation to the revocation or amendment of any Permit means

any fact or circumstance, including without limitation any default, neglect
or failure to abide by any of the terms and conditions of such Permit.
1.1.10 "Change in Law" means the occurrence of any of the following after the
Effective Date of this Agreement.
a) The enactment of any or issuance of any new Indian law that

becomes Applicable Law ;
b) The amendment or repeal, or re-enactment of any existing

Applicable law;
c) A change in the interpretation or application or enforcement of any

Applicable Law by Government instrumentality
d) The revocation or cancellation of any Applicable Permit unless due

to a cause attributable to the Contractor.
e) For purpose of this definition the “law” does not include any taxation
laws.
1.1.11 "Change Order" means a written order from the OWNER/PROJECT

MANAGER to the Contractor after the Effective Date of the Contract
requiring a change in any part of the Work or supply of Goods that may
involve
a) A change in the Scope of Work or supply of Goods,
b) An additional Work or supply of Goods,
c) The omission of a portion of the Work or supply of Goods as per

clause 14.0 or
d) If appropriate, an adjustment in one or more of the (i) Contract

Prices, (ii) Guaranteed Completion Dates, (iii) Milestone Payment
Schedule, (iv) any of the Performance Guarantees, or (v) any
provision of this Contract including any Annexure or Schedule
hereto or
ISSUE
R0

TCE 4891A-H-500-004

e) Any of the above in combination.
1.1.12 “Change Order Notice” means a written proposal issued and signed by
OWNER/PROJECT MANAGER requesting a change, submitted to
Contractor by OWNER/PROJECT MANAGER pursuant to the terms of
clause 14.0 hereof.
1.1.13 “Change Order Request” means a Written notice to OWNER/PROJECT

MANAGER issued by Contractor indicating that a Change Order is
required in connection with the performance of the Work or supply of
goods.
1.1.14 “Commissioning” shall mean integrated activity covered under

“Preliminary Operation”, “Initial Operation”, “Reliability Test” and carrying
out “Tests before Taking-over” of the CHS Package under the contract, as
described in detail under section C5 of this specification.
1.1.15 “Contract" means the documents as set out in the form of Contract
Agreement as may be amended, supplemented or modified from time to
time by agreement in Writing between the Parties.
1.1.16 “Contract Period” means the period from the Effective date upto and
including the last day of the Latent Defect Liability Period.
1.1.17 “Contract Price" means the lump sum fixed price as stated in the Contract
or such price as may be modified pursuant to clause 14.0 and as payable
by the OWNER to the Contractor in consideration of it performing the
Work or supply of Goods including all obligations of the Contractor under
and in accordance with the provisions of the Contract.
1.1.18 “Contractor’s Works" shall mean the places which are used by the
Contractor or any of its sub-vendor / Sub-Contractor for the manufacture
of equipment for the Plant or performance of Work.
1.1.19 “Contractor's Equipment" means all machinery, apparatus, equipment,

appliances, Materials, items and other things (other than temporary
Works) of whatsoever nature required for the execution and completion of
the Works, performance of the Contractor’s obligations under the Contract
including supply of Goods and Work, establishing of Performance
Guarantees, and the remedying of any defects and deficiencies, but does
not include equipment, apparatus, appliances, machinery, Materials,
items and other things of whatsoever nature intended to form or forming
part of the Plant.
1.1.20 “Contractor" means the person whose Bid has been accepted by the
OWNER/PROJECT MANAGER and the legal successors in title to such
person who satisfies the qualification criteria set forth in the Tender
ISSUE
R0

TCE 4891A-H-500-004

Documents.
1.1.21 “Contractor Permits” means all Permits, required by the Contractor from
any Government Instrumentality for the performance of his obligations.
1.1.22 “Contractor's Representative" means the person named as such in the

Contract or other person appointed and from time to time communicated
to the OWNER/PROJECT MANAGER by the Contractor in his place in
accordance with the terms of the Contract.
1.1.23 “Contractual Time for Completion" shall mean successful completion of

Reliability Operation (Trial Operation) and all other Tests before
‘Provisional Taking Over’ and issuance of Provisional Taking Over
Certificate by the OWNER as described under section C5 of this
specification.
1.1.24 “Cost" means all expenditure properly incurred (or to be incurred) by the
Contractor, whether on or off the Site, including overhead and similar
charges, for the full complete and proper performance of Work or supply
of Goods including discharge of all of the Contractor’s obligations under
and in accordance with the Contract which are duly audited and
supported but does not include profit.
1.1.25 “Consultant” shall mean TCE Consulting Engineers Limited appointed by

the PROJECT MANAGER for the Project and shall include, their duly
authorised representatives.
1.1.26 “Day” means a calendar Day of 24 (twenty four) hours and “Year” means
365 (three hundred and sixty five) days.
1.1.27 “Documents" means and includes all design documents, engineering

documents, Drawings, calculations, computer software (programs),
computer media, samples, patterns, models, construction documents,
erection documents, Operation and Maintenance Manuals, and other
manuals, and the like as well as, all other data and information to be
submitted by the Contractor and shall include without limitation,
engineering, design and construction drawings, data sheets,
specifications, plans, bills of Materials and estimates.
1.1.28 “Drawings" shall mean all:
a) Drawings furnished by the OWNER/PROJECT MANAGER or the

Consultant.
b) Supplementary drawings furnished by the OWNER/PROJECT

MANAGER or the Consultant to clarify and to define in greater detail
the intent of the Contract.
ISSUE
R0

TCE 4891A-H-500-004

c) Drawings submitted by the Contractor with his proposal provided

such drawings are acceptable to the OWNER/PROJECT
MANAGER or the Consultant.
d) Engineering data and drawings submitted by the Contractor during

the progress of the Work under the Contract, provided such
engineering data and drawings are acceptable to the Consultant or
the OWNER/PROJECT MANAGER.
1.1.29 “Effective Date" or "Effective Date of Contract" means the date on which
the Contract comes into force and effect, i.e. From the date of issue by
the OWNER of the Notice to Proceed (NTP) to the Contractor.
1.1.30 “Facility" or “Plant” means, collectively, all the apparatus, appliances,

machinery, equipment, components and other Works, together with all
auxiliaries, Materials, apparatus, appliances others things whatsoever and
related buildings as an integrated whole, including without limitation all
systems and sub-systems thereof and related facilities, including without
limitation any and all appliances, parts, instruments, appurtenances,
accessories and other property that may be incorporated or installed in or
attached to or otherwise become part of the Plant or as envisaged in the
Contract or which otherwise constitutes a part of the Facility and located
on Site.
1.1.31 "Final Take Over" or “Final Taking Over” or “Final Acceptance” shall mean
Taking-over of the CHS Package for the purpose envisaged under the
Contract or that for which the CHS Package is commercially capable, as
certified upon successful completion of Performance Test, as described
under section C5 of this specification.
1.1.32 “Final Payment Certificate” means the payment certificate issued by the
OWNER/PROJECT MANAGER or his Representative under clause 13.8
hereof to the Contractor.
1.1.33 “Final Proposal” shall mean final offer of Bidder incorporating all the
amendments and clarifications.
1.1.34 "Financing Document' means any document relating to the:
Debt or equity financing to the OWNER for provision of funds for the
development, design, construction and I or operation of the Plant; or
Funds for refinancing part or whole or take-out of any such financing.
1.1.35 “Financial Closing Date" means the date on which OWNER has access to
funds pursuant to Financing Documents.
1.1.36 “Financing Party" means any Person or Persons providing:

ISSUE
R0

TCE 4891A-H-500-004

a) Debt or equity financing to the OWNER (including Owner’s sister

concerns) to provide funds for the development, design,
construction and / or operation of the Project;
b) Interim or long term financing for the construction of the Plant.
1.1.37 “Force Majeure Event” shall have the meaning set forth in clause no. 20.0
of these General Conditions of the Contract.
1.1.38 “Foreign Currency" means a freely convertible currency, indicated in the

Schedule of Prices– F1 of Volume – II, other than Indian Rupees.
1.1.39 “General Conditions of Contract” means these ‘Terms and General

Conditions of Contract’ or as mutually amended.
1.1.40 “Goods” means all of the equipments, machinery, apparatus, appliances,

components and/or other Materials and things, which the Contractor is
required to supply to the OWNER under the Contract.
1.1.41 “Good Engineering Practices” means those practices, methods, acts,

techniques and standards as may be followed or employed in the
performance of the Work or supply of Goods and discharge of its
obligations by the Contractor and which (i) are generally accepted
internationally for use in the electric utility industry, taking into account
conditions in India, in connection with power stations of the same or
similar size and type as the Plant, (ii) are commonly used in prudent
electric utility engineering, construction, project management and
operations, and (iii) would be expected to result in performance of the
Services and completion of Works in a manner consistent with Applicable
Laws, Applicable permits, reliability and safety.
1.1.42 “Government Instrumentality" means the Government of India, the

Government of Jharkhand and any other State, or any political
subdivision, ministry, department, agency, corporation, commission or any
regional, local or municipal authority or governmental body thereof or any
other governmental or statutory body under the direct or indirect control of
the Government of India or Government of Jharkhand or of any other
State, or of any political subdivision, ministry, department, agency,
corporation, commission, or any regional, local or municipal authority or
governmental body thereof, and shall include without limitation any other
governmental or statutory body having jurisdiction over the facility or over
the performance of any part of Work or the Works or any obligation of the
Contractor or the OWNER under the Contract.
1.1.43 “Grid" means the system of electrical transmission and distribution of

Power Grid Corporation India Limited (PGCIL) with their associated
generating stations.
ISSUE
R0

TCE 4891A-H-500-004

1.1.44 “Guaranteed Completion Date” or “Guaranteed Completion Dates”

means, individually or collectively, the Completion Date of the CHS
Package.
1.1.45 “Hazardous Materials" means (i) hazardous materials, hazardous wastes,

hazardous substances, toxic substances or contaminants as those terms
are defined under any environmental law or regulation, including, but not
limited to, Applicable Laws, and in the regulations adopted or promulgated
pursuant thereto; (ii) petroleum and petroleum products including crude oil
and any fractions thereof; (iii) any other hazardous, radioactive, toxic or
noxious substance, material, pollutant, or solid, liquid or gaseous waste;
and (iv) any substance that, whether by its nature or its use, is subject to
regulation under any environmental law or with respect to which any
applicable environmental law or any Governmental Instrumentality
requires environmental investigation, monitoring or remediation.
1.1.46 “Initial Operation" shall have the meaning as defined under section C5 of
this specification.
1.1.47 “Inspector" shall mean the authorised representatives appointed by the

PROJECT MANAGER or the Consultant or Owner’s / PROJECT
MANAGER’s Third Party Inspection Agency for purpose of the inspection
of materials / Equipment / works / Services.
1.1.48 “Intellectual Property” means copyrights conferred under statute, common

law or equity in relation to inventions (including patents) registered and
unregistered trademarks and service marks registered and unregistered
designs, circuit layouts, confidential information, proprietary information
and all other rights resulting from intellectual activity in the industrial,
scientific, literary or artistic fields.”
1.1.49 “Interim Payment Certificate” means any payment certificate other than
Final Payment Certificate, issued by the OWNER or OWNER’s
Representative pursuant to clause no. 13.0 hereof.
1.1.50 “Latent Defect” shall be the defects inherently lying within the Goods
which do not manifest during normal inspections carried out by the
OWNER in accordance with O&M manual during the Warranty Period.
1.1.51 “Latent Defect Liability Period” means the liability period as set forth in
clause 12.2.2 hereof.
1.1.52 “Liquidated Damages” means the appropriate measures of the damages

for such delays or such shortfalls in performance and are neither penalty
nor consequential damages sustained by OWNER as a result of such
delays and / or shortfalls, as set forth in clause 11.0 hereof.
ISSUE
R0

TCE 4891A-H-500-004

1.1.53 "Manuals” means all the various instruction manuals to be provided as per
the Contract by the Contractor and shall include Manuals described in
Specifications or General Conditions of Contract.
1.1.54 "Manufacturer" means any entity or firm who is the producer and furnisher
to the Contractor of any material or designer and fabricator of any
equipment / systems which is to be incorporated in or forms part of the
Plant / work.
1.1.55 Materials” means Goods and other things of all kinds to be provided and
incorporated, to be used in the permanent Works / Plant/ Works by the
Contractor, including Goods purchased by the OWNER and supplied to
the Contractor as a free issue or the supply-only items (if any) which are
to be supplied by the Contractor under the Contract.
1.1.56 “Mechanical Completion” shall have the meaning as defined under section
C5 of this specification.
1.1.57 “Milestone Payment Schedule” means the document which sets forth the
limits of payments to be released (worked out, inter alia, on the basis of
payment terms agreed by the OWNER/PROJECT MANAGER) by linking
such payment limits (in terms of percentages) with detailed milestones
commencing from the date of Notice to Proceed. Such percentages shall
be with reference to the Contract Price, more particularly defined in clause
13.1.1 (v).
1.1.58 “Month" shall mean calendar month or a period of 30 (thirty) days as

relevant to the context.
1.1.59 “Monthly Progress Report" or “Progress Report” means a progress report

meeting the requirements set forth in sub – clause 3.16.3 of the
Specification hereto.
1.1.60 “Notice to Proceed" means the written notice to be delivered by the

OWNER to the Contractor pursuant to clause no. 9.1 hereof.
1.1.61 “Notice in Writing" or "Written Notice" shall mean a notice in writing, typed
or printed or hand written characters, sent (unless delivered personally or
otherwise proved to have been received) by registered post or by
electronic transmission to the last known private or business address or
registered office of the addressee and shall be deemed to have been
received when in the ordinary course of post or by electronic media it
would have been delivered.
1.1.62 “Offshore Supply Contractor” means a Contractor for supply of Goods

from outside India.
ISSUE
R0

TCE 4891A-H-500-004

1.1.63 “Onshore Supply Contractor” means a Contractor for supply of Goods

from within India.
1.1.64 “Onshore Service Contractor” means a Contractor for providing Services

from within India.
1.1.65 “Other Contractor” shall mean Contractors engaged by OWNER for

carrying out Related Works and facilities required for the Plant.
1.1.66 "OWNER/PURCHASER" shall mean Maithon Power Limited. In its

capacity as OWNER of the Facility and shall include its successors and
assigns, as well as authorised officers.
1.1.67 Owner’s Representative" means the person appointed by the OWNER

from time to time and notified as such to the Contractor to act as Owner’s
Representative for the purposes of the Contract. This shall also mean the
PROJECT MANAGER and his representatives and PROJECT
MANAGER’s Consultant.
1.1.68 “OWNER’s Instructions” shall mean any drawings, instructions, details,

directions and explanations, in Writing issued by the OWNER or
PROJECT MANAGER or the PROJECT MANAGER’s Consultant from
time to time during the subsistence of the Contract.
1.1.69 “OWNER Permits” means the permits, authorisations, consents and

approvals required by the OWNER to own, possess, operate and maintain
the Plant and to generate therein electrical energy.
1.1.70 “Party” means OWNER/ PROJECT MANAGER or Contractor individually

and “Parties” means OWNER/ PROJECT MANAGER and Contractor
collectively.
1.1.71 "Permanent Works" means the Permanent Works, equipment and

Materials including all electro-mechanical works to be designed,
engineered, manufactured, installed, erected, supplied, executed,
commissioned or tested in accordance with the Contract and which form
part of the Facility.
1.1.72 “Performance Guarantees” shall have the meaning set forth in this
Section and Section C6 of Vol.II.
1.1.73 "Performance Test" means, with respect to the CHS Package, the
operation of the Plant as an integrated whole by the Contractor in
coordination with Other Contractors as applicable, in accordance with the
provisions of this Section and Section C5 of Vol. II to prove and establish
the Performance Guarantees as per section C6 of Vol.II.
ISSUE
R0

TCE 4891A-H-500-004

1.1.74 "Permit" means any valid permit, authorisation, license, registration,

approval, consent, waiver, exemption, No-Objection Certificate, Approval,
or any similar order of or from any Government Instrumentality, court or
other body having jurisdiction over the matter in question.
1.1.75 "Person" means any individual, corporation, partnership, association, joint

stock Company, trust, unincorporated organisation, Hindu undivided
Family, joint venture, government or political subdivision or agency
thereof.
1.1.76 "Preliminary Operation" shall have the meaning as defined under section
C5 of this specification.
1.1.77 “Project” and or “Plant” means the Facility and all the Works that are
necessary for 1050 MW Coal-fired Thermal Power Project, under the
Mega-Power Project Policy of the Government of India, on the right bank
of river Barakar in Dhanbad District of Jharkhand State in the eastern
region of India.
1.1.78 “Project Documents” mean collectively this Contract, the Power Purchase
Agreement, the Land Lease Agreement, Fuel Supply Agreement,
Transportation Agreement and any other contracts entered into or to be
entered into by the Owner with Other Contractors in connection with the
Project including without limitation any contacts for Related Works.
1.1.79 “PROJECT MANAGER” shall mean The Tata Power Company Ltd., or
their duly authorised representatives, who is the Project Manager for the
Project.
1.1.80 "Provisional Take Over" or “Provisional Taking Over” or “Provisional

Acceptance” shall mean Taking-over of the CHS Package for the
purpose envisaged under the Contract or that for which the CHS
Package is commercially capable, as certified upon completion of Trial
(Reliability) Operation, pursuant to the provisions of Section C5 of these
specifications.
1.1.81 "Prudent Utility Practices" means those practices, methods, equipment

specifications and standards of safety and performance, as the same may
change from time to time, as are generally accepted for use in electricity
generating utilities taking into account conditions in India and commonly
used in prudent electricity generation utility engineering and operations
including design, engineering construction, erection, installation,
Commissioning, testing, operation and maintenance of power generating
stations and equipment comprised therein lawfully, safely, efficiently and
economically for facilities of the type and size similar to the Project and
that generally conforms to the Equipment Manufacturer’s operation and
maintenance guidelines and also any guidelines provided in this regard by
ISSUE
R0

TCE 4891A-H-500-004

any Government or statutory organisation or a Rating agency and the like.
1.1.82 "Punch List” means the list prepared by OWNER at the time of Provisional
Acceptance and thereafter periodically revised by OWNER as necessary,
and in any case updated by OWNER within 20 (twenty) days following
Owner’s receipt of a Notice of Final Acceptance, in each case with the full
co-operation of Contractor, which list shall set forth certain items of Work
which remain to be performed by the Contractor in order to ensure that
the CHS Package fully complies with all of the standards and
requirements set forth in the Contract.
1.1.83 “CHS (Coal Handling Systems) Package” means, design, engineering,

manufacturing, shop fabrication, assembly, testing and inspection at
supplier’s work, packing, dispatch, shipping, inland transportation to site,
insurance upto time of handing over, delivery at site, receipt, unloading,
handling, storage and in-plant transportation at site, installation, testing,
commissioning and handing over of the CHS Package and other
apparatus, appliances, machinery, equipment, components and other
Works, together with all auxiliaries, materials, apparatus, appliances,
other things whatsoever and related structures as an integrated whole,
including all related sub-systems that may be incorporated or installed in
or attached to or otherwise become part of the Plant or as envisaged in
the Contract or which otherwise constitutes a part of the Facility and
located on Site.
1.1.84 “Related Works” shall mean the works other than the Work under the
Contract performed or to be performed by the Owner or Owner’s Other
Contractors in connection with the Project either prior to, concurrently or
subsequently with the Works within or outside the Site with whom the
Contractor shall co-ordinate and interface his activities covered by the
Contract.
1.1.85 “Reliability Operation” or "Trial Operation" shall have the same meaning
as per clause 7.0 of Section C5 of Vol. II of specification.
1.1.86 "Schedule" shall have the meaning set forth in clause no. 3.17 hereof.
1.1.87 “Site” means all those parcels of land owned by OWNER on which the
1050 MW Maithon Right Bank TPP will be located, as more particularly
identified on the site plan and described in Drawings forming part of
Contract hereto.
1.1.88 “Sub-Contractor” means any person named in the Contract as a Sub-

contractor, sub-vendor, Manufacturer or supplier for a part of the Works or
any person to whom a part of the Works has been subcontracted in
accordance with clause no. 4.0 and the legal successors in title to such
Person, but not any assignee of such Person.
ISSUE
R0

TCE 4891A-H-500-004

1.1.89 Not used.
1.1.90 "Take Over Certificate" means the certificate issued as per requirements
described under Section C5 of specification.
1.1.91 "Temporary Works" means all temporary works of every kind (other than
Contractor's equipment) required for the execution and completion of the
Works and the remedying of any defects.
1.1.92 “Tender Documents” means the Invitation to Bid No.TCE.4891A-H-500-

001, together with all amendments thereto and clarifications if any issued
by the OWNER / PROJECT MANAGER or the Consultant from time to
time in respect thereof.
1.1.93 “Tests” means all tests to be undertaken by the Contractor under or

pursuant to the Contract including all the tests set forth in the Contract.
1.1.94 "Tests before Take Over" means the tests prescribed in the 'Specification',
and any other such tests as may be agreed between the OWNER and
Contractor or instructed as a Change Order, which has to be carried out
by the Contractor before the Taking Over of the CHS Package.
1.1.95 “Warranty Period" shall mean the period of 12 (twelve) months beginning
from the date of the CHS Package as a whole is taken over as stated in
the Provisional Acceptance (Provisional Take Over) Certificate, as
described under section C5 of this specification.
1.1.96 “Works” or “Services" means all the work and obligations of the Contractor
under the Contract including without limitation, the Work and services
briefly described in Specifications for the CHS Package including
permanent works and temporary works as appropriate under the Contract.
1.1.97 "Writing" shall include any manuscript, typewritten e-mail or printed

statement, under or over signature and / or seal of the originator or author
as the case may be.
1.2 Headings and Marginal Notes
The section headings and marginal notes are not part of these General
Conditions of Contract, and shall not be taken into consideration in their
interpretation.
1.3 Interpretation
1.3.1 Words importing Persons or Parties shall include related firms and
corporations and any organisation having legal capacity. Words importing
the singular also include the plural and vice versa where the context
ISSUE
R0

TCE 4891A-H-500-004

requires. Words importing one gender also include other genders.
1.3.2 Unless inconsistent with the provisions of the Contract, the meaning of
any shipping terms and the rights and obligations of the parties there
under shall be as set forth in the latest International Chambers of
Commerce (ICC) official rules for interpretation of trade terms as per
"INCOTERMS 2000".
1.3.3 The term Contractor shall include its Sub-contractor as the context
requires.
1.4 Law, Language and Measurements
1.4.1 Applicable law to this Contract shall be the Indian Law. The respective
rights, privileges, duties and obligations of the OWNER and the
Contractor under this Contract shall be governed and determined by the
Laws of State of Jharkhand and of the Republic of India.
1.4.2 All correspondence and documentation pertaining to this Contract shall be

in the English language only. The official text of this Contract shall be
English, regardless of any translation that may be made for the
convenience of the Parties. All correspondence, information, literature,
data, manuals, definitive documents, notices, waivers and all other
communication, written or otherwise, between the Parties in connection
with this Contract shall be in English.
1.4.3 All measurements shall be in metric system.
1.5 Stamp Duty and Similar Charges
The costs of stamp duties and similar charges imposed by law on the
Contract or Agreement or any part thereof shall be borne by the
Contractor.
1.6 Effective Date of Contract
Effective Date of Contract means the date on which the Contract comes
into force and effect, i.e. From the date of issue by the OWNER of the
Notice to Proceed (NTP) to the Contractor.
1.7 Priority of Documents
The following documents shall be deemed to comprise the Contract:
a) This Contract Agreement (including all Schedules and Appendices)
b) The General Conditions of Contract: Section A4
ISSUE
R0

TCE 4891A-H-500-004

c) Owner’s Letter of Intent to the Contractor
d) Contractor’s Letter of Acceptance
e) Tender document
f) Contractor’s Proposal
g) Schedule of Prices
h) Minutes of Meetings with the Contractor; Record Notes of Tender

Negotiations
i) Contractor’s Implementation Plan including Contractor’s

Organization and Key Personnel
j) Approved List of Subcontractors & Vendors
k) Responsibility Matrix for Permits, Approvals and Clearances as they

shall apply to this Contract Agreement
l) Contractor’s Health, Safety and Environment Manual
The Contractor is deemed to have full knowledge and understanding of

the contents of all the foregoing documents whether contained in or
incorporated by reference thereto, and accepted all the terms and
conditions contained therein. In the event of any ambiguity or conflict
between any of the foregoing Contract Documents, the Contractor shall,
prior to commencement of the subcontract supplies, services or work, be
deemed to have clarified from the Owner all such ambiguities or conflicts.
The order of precedence of the foregoing documents shall be the same as
listed herein above.
1.8 Documents on Site
The Contractor shall keep on the Site one complete set of the Contract,
the Documents, Change Orders, communications given or issued under
various clauses and sub clauses including clause 1.6 and the Documents
referred / mentioned in sub-clause 1.7 duly authenticated by the Owner’s
Representative. These Documents shall be either true copies or original
documents, the same being verified as true copies by OWNER’s
Representative. The OWNER, the Owner’s Representative and his
delegates (as referred to in sub-clause 2.4) shall have the right to use
such Documents at all reasonable times.
1.9 Communications
ISSUE
R0

TCE 4891A-H-500-004

All certificates, notices, instructions, communications, consents,

approvals, orders or determination to be given to the Contractor by the
OWNER or the Owner’s Representative, (in as many copies required) and
all notices or communication, to be given to the OWNER or to the
Owner’s Representative by the Contractor, shall be in Writing and may
either be delivered by hand against written acknowledgement of receipt,
or be sent by airmail or one of the agreed systems of electronic
transmission as agreed by the OWNER/PROJECT MANAGER. The
Contractor shall maintain a separate set of copies of all the inward and
outward correspondences which should be produced at any time if need
be. The Contractor shall act or modify actions only on the basis of valid
written communications received from the OWNER / OWNER’s
representative and would need to provide the documentary evidence
(correspondences received from OWNER / OWNER’s Representative) if
required by the OWNER.
1.10 Provision of Documents
1.10.1 The Documents referred to in Section C12 of Volume - II of specification

shall be in the custody and care of the Contractor. The Contractor shall
furnish to the OWNER / Owner’s Representative Documents, Drawings,
etc. as per Section C12 of Volume – II.
1.10.2 In addition and without prejudice to the foregoing the Contractor shall
provide to the OWNER “as built” Drawings of the CHS Package
consequent to Provisional Acceptance as per requirements detailed in
Section C12 of Volume – II.
1.11 Contractor's Use of Owner’s Documents
1.11.1 Copyright in the Owner’s requirements and other Documents issued by

the OWNER or the Owner’s Representative to the Contractor shall (as
between the parties) remain the property of the OWNER. Ownership in
all documents provided by the Contractor to the OWNER pursuant to the
Contract including design, engineering, Drawings and Works layout (but
excluding proprietary information and Manuals provided by vendors of
equipment for use of the OWNER) shall be with the OWNER. The
Contractor may, at its Cost, copy, use and communicate any such
documents for the purposes of the Contract. They shall not, without the
Owner’s consent, be used, copied or communicated to a third party by the
Contractor, except as necessary for the purposes of the Contract
including performance of Work or supply of Goods.
1.11.2 The Contractor shall indemnify the OWNER in case of breach of this
clause by the Contractor. If these Documents are received by a third party
from the Contractor and the third party makes use of these Documents to
cause harm or monetary loss to the OWNER or use these Documents for
ISSUE
R0

TCE 4891A-H-500-004

their personal gain / monetary gain, the Contractor shall compensate the
OWNER for the loss suffered as well as for the value of gain derived by
third party.
1.12 Confidential Details
1.12.1 The Contractor shall treat the details of the Contract as private and
confidential, except to the extent necessary to carry out his obligations
hereunder. The Contractor shall not publish, permit to be published, or
disclose any particulars of the Contract in any trade or technical paper or
elsewhere without the prior consent in writing of the OWNER and at the
Owner’s sole discretion.
1.12.2 The contractor shall indemnify the OWNER in case of breach of this
clause. If the confidential details relating to this Contract or its contents
are received by a third party from the Contractor and the third party
makes use of these details to cause harm or monetary loss to the
OWNER or use these Documents for their personal gain/ monetary gain,
the Contractor shall compensate the OWNER for the loss suffered as well
as for the value of gain derived by the third party. The Contractor shall
not use the confidential details of the Contract for any other purpose
except for the strict purpose of this Contract.
1.13 Contract Co-ordination and Interface
1.13.1 From fiscal and execution considerations, the Owner intends to enter into
independent stand-alone contracts for the CHS Package tendered by the
Owner including (i) Offshore Supply Contract for imported equipment; (ii)
Onshore supply Contract for indigenous equipment; (iii)Onshore Services
Contract for installation, commissioning and guarantees; (iii) Coordination
and guarantee agreement.
1.13.2 The Contractor, with whom the above Contracts are entered into by the
Owner, shall be responsible for effective coordination and interfacing of all
his contracting activities and obligations under the Contract in a seamless
manner, irrespective of whether the same is specifically detailed in such
Contracts, to ensure that the Guaranteed Time Schedule and
Performance Guarantees set forth in the Contracts are properly fulfilled in
a timely manner.
1.13.3 Such Contractor shall be additionally liable to ensure that all such co-
ordination and interfacing of contracting activities under all such Contracts
are performed and guaranteed by him on a single point responsibility
basis in as much as the Owner will only be required to liaise with and look
upto only such Contractor for the timely and proper performance of all
such Contracts by the Other Contractors.
1.14 Assignment
ISSUE
R0

TCE 4891A-H-500-004

1.14.1 The Contractor shall not, without the prior consent of the OWNER assign
to any person any benefit of or obligation under the Contract in whole or in
part. Such assignment, if approved by OWNER, shall not relieve the
Contractor from any obligations, duty, or responsibility under the Contract.
1.14.2 The Contractor consents to the creation by the OWNER of a security

assignment of the Contract in favour of any Financing Parties (or a trustee
acting on behalf of one or more Financing Parties) and hereby undertakes
to execute upon the request of the OWNER such Documents including
those giving effect to this consent of Contractors as may be reasonably
required to give effect to any such assignment provided that the
Contractor is not subject to any duty, liability or responsibility greater than
that under the Contract.
1.14.3 The OWNER shall not, without the prior consent of the Contractor, assign
to any Person any benefit of or obligation under the Contract in whole or
in part. However, the OWNER can assign to its parent companies or
subsidiary companies without prior permission of the Contractor. Such
assignment shall not relieve the OWNER from any of its obligations,
duties or responsibilities under the Contract.
1.14.4 Any Sub-Contracts entered into by Contractor pursuant to clause no. 4.0
of these Conditions of Contract shall provide that, pursuant to terms that
are available on a commercially reasonable basis, the rights and
obligations of the Contractor under each such sub-Contract are
assignable and delegable to OWNER, its successors and assigns and the
Financing Parties and shall be deemed to have been assigned to the
OWNER, or if required by the OWNER to the Financing Parties forthwith
upon OWNER's/PROJECT MANAGER’s written request without any
further act, deed or thing and irrespective of termination or otherwise of
the Contract.
2.0 OWNER’S OBLIGATIONS
2.1 Access and Right to use of the Site
The OWNER shall grant the Contractor right of access to, and make
available the Site to the Contractor in accordance with the terms of the
Owner’s property rights within reasonable time after the Effective Date for
the performance of the Work or pursuant to and in accordance with the
Contract. Such right and use of the Site may not be exclusive to the
Contractor. In the execution of the Works, no persons other than the
Contractor or his duly appointed representative, Sub-contractor and
workmen, shall be allowed to do Work on the Site, except by the special
permission, in Writing of the OWNER’s representative.
2.2 Permits, Licences or Approvals

ISSUE
R0

TCE 4891A-H-500-004

2.2.1 The OWNER/PROJECT MANAGER shall, at the request and cost of the
Contractor assist him in applying for Contractor Permits and other
Construction Permits as defined herein. Such requests may also include
requests for the OWNER's/PROJECT MANAGER’s assistance in applying
for any necessary government consent for the export of Contractor's
equipment when it is removed from the Site.
2.2.2 The OWNER's/ PROJECT MANAGER’s assistance in applying for

Permits, licenses or approvals (for which the Contractor is responsible
under the Contract) is not obligatory and the extent of such assistance
shall be at the sole discretion and convenience of the OWNER/
PROJECT MANAGER. In any case, the Contractor shall be responsible
for applying and obtaining all the Permits, licenses or approvals as
required to be obtained by Contractor for carrying out and completion of
the Works and operation of the CHS Package, in time as per the
Schedule agreed in the Contract irrespective of the manner, outcome and
extent of assistance from the OWNER/ PROJECT MANAGER. All the
necessary fees and any incidental charges required to be paid for
obtaining all Contract permits shall be borne by and be the liability of the
Contractor.
2.3 OWNER's/ PROJECT MANAGER’s Other Obligations
OWNER/ PROJECT MANAGER shall
a) Designate a person as OWNER's/ PROJECT MANAGER’s

Representative (the "OWNER's Representative") to be the contact
for Contractor with respect to the performance of the Works and
Contractor’s obligation under the Contract, and shall be authorised
to act for and on behalf of OWNER/ PROJECT MANAGER and
administer this Contract on OWNER's/ PROJECT MANAGER’s
behalf, agree up on procedures for co-ordinating OWNER's/
PROJECT MANAGER’s efforts with those of Contractor and as
appropriate, make information available to Contractor.
b) Pay in a timely manner in accordance with Terms of Payment,

subject to fulfilment of milestones and provided the Contractor is not
in breach of Contract, the Contract Price and all other sums, if any,
required to be paid by it to Contractor pursuant to the Contract.
2.4 The OWNER's Representative
2.4.1 OWNER's Representative's Duties and Authority
The OWNER has appointed The Tata Power Company Limited (TPC) to
be the PROJECT MANAGER and provide project management
consultancy services for the Project. TPC shall act as an OWNER's
ISSUE
R0

TCE 4891A-H-500-004

Representative to exercise the rights and carry out the duties of the
OWNER under the Contract. OWNER’s representative shall also include
Consultant / Consulting Engineer or Third Party Inspection Agency as
required or deemed appropriate or authorised by the OWNER/PROJECT
MANAGER. Any act, instruction or decision of the OWNER’s
representative shall be as if this was an act, instruction or decision of the
OWNER.
2.4.2 Except as expressly stated in the Contract, the OWNER's Representative

shall have no authority to (a) amend, alter, modify or waive any provision
or term of the Contract, or (b) relieve the Contractor of any of his duties,
obligations or responsibilities under the Contract. Any proposal,
inspection, examination, testing, consent, approval or similar act by the
OWNER's Representative (including absence or disapproval) shall not
relieve or absolve in any manner whatsoever, the Contractor from any
responsibility, liability or obligation under the Contract, including
responsibility and liability for his errors, omissions, discrepancies, and
non-compliance with the Specifications and any provisions of the
Contract.
2.4.3 OWNER's Representative's instructions
The Contractor shall comply with written decision instruction or order

given by the OWNER's Representatives in accordance with the Contract.
2.4.4 Right to Examine and copy
The OWNER/OWNER’s Representative shall have the right, at any time

on reasonable notice and at the premises of the Contractor or any Sub-
contractors, to examine Drawings or Documents which have been
prepared by the Contractor or any Sub-contractor for the purpose of
Contract (including manufacturing Drawings of items not manufactured
exclusively for the purpose of Works but which are normally intended for
disclosures to purchasers), except Drawings or Documents containing
proprietary manufacturing know-how which is confidential to its proprietor.
2.4.5 Further, the OWNER is also free (subject to the rights the Contractor
himself has) to copy, use, reproduce all designs, Drawings, models,
plans, Specifications, design details, photographs, CAD Materials, and
any other material as supplied by the Contractor in connection with
Facility or Works for completion, repair, reconstruction, modification,
maintenance etc.
3.0 WORK TO BE PERFORMED BY CONTRACTOR AND

CONTRACTOR'S OBLIGATIONS.
3.1 General
ISSUE
R0

TCE 4891A-H-500-004

3.1.1 The OWNER/ PROJECT MANAGER has engaged the Contractor relying
upon the representations, assurances and Warranties made by the
Contractor including the representation that the Contractor has the
experience, skill and resources to perform the Work or supply the Goods
and to design, engineer, supply, erect, construct, install, build and
complete in all respects the CHS Package fit for the purpose and deliver
the same to the OWNER in accordance with the Contract, and Contractor
acknowledges such reliance by the OWNER and the acceptance of the
Contractor for such engagement.
3.1.2 Without prejudice to the foregoing, except as otherwise expressly set forth
in the Contract as within the scope of OWNER’s obligations under the
Contract, the Contractor shall supply the Goods and / or perform or cause
to be performed all Work and Services required in connection with the
design, engineering, supply of equipment, procurement (including, without
limitation, all transportation services in connection therewith),
construction, erection, start-up, commissioning, testing including
conducting of Performance Tests and other works and services upto the
Final Acceptance of the CHS Package by the OWNER and in connection
therewith provide all Materials, equipment, machinery, tools, labour,
transportation, administration and other services and items required to
complete the CHS Package in all respects.
If there are any supplies, Work and Services required in connection with
the design, engineering, procurement, manufacture, supply, transportation
to site, fabrication, construction, erection, testing, commissioning and upto
Final Acceptance of the CHS Package which are not specifically
mentioned in the Contract or which are not under the Contract expressly
stated to be outside the Contractor’s Scope of Work or Supply described
in the Contract, but which are necessary to complete, commission and
efficiently operate the CHS Package as per Prudent Utility Practices, and
have the performance as guaranteed under the Contract by the
Contractor including for normal, safe and continuous operation of the CHS
Package, the Contractor shall provide or cause the same to be provided
as part of its obligations under the Contract. The Work to be performed or
Goods to be supplied by the Contractor under the Contract shall, without
prejudice to the generality of the foregoing include but not be limited to the
following:
a) All engineering and design services including necessary

investigations required for a completely engineered CHS Package
including necessary documentation;
ISSUE
R0

TCE 4891A-H-500-004

b) Provision of all equipment, systems and materials as per scope

indicated in the specification that will be merchantable, new and of
first class quality, Contractor's Equipment, Temporary Works and all
other items, whether of a temporary or permanent nature including
those required for the design, execution, completion, testing upto
Taking Over and remedying of defects during Warranty Period
including Latent Defect Period;
c) Transportation to works from Port of entry and import clearance and

handling services in and into India and inland transportation from
the relevant points of delivery required in connection with the
completion of the CHS Package, and the performance of the other
Work;
d) Receipt of (c) above at site including preservation during storage

and stores management;
e) Project management.
f) Mechanical, electrical and instrumentation, installation, erection and

installation services; Mechanical Completion, testing and
commissioning, start-up, trial operation, and proving of Performance
Guarantees before OWNER’s Final Take Over of the CHS Package
including obtaining of all Applicable Permits, with Contractor having
responsibility for overall co-ordination of licenses and permits under
this Contract and all training activities;
g) Provision of all necessary superintendence, labour, construction

fuels and construction materials and other Contractor’s Equipment,
chemicals, utilities, tools, supplies and other consumables and
services and Work;
h) Rectification of defects and deficiencies including replacement to

achieve Performance Guarantees and / or remedying of defects and
deficiencies discovered or occurring during Warranty Period
including the Latent Defect Liability Period; and
i) Provide training to OWNER’s operation & maintenance personnel.
3.1.3 Further, it is acknowledged by the Contractor that he himself shall be

primarily responsible for successful execution of all deliverables as
specified in the Contract clauses.
3.2 Engineering and Design
3.2.1 Contractor shall provide all design and engineering services necessary for
design, engineering, erection, supply of equipment, installation, testing
ISSUE
R0

TCE 4891A-H-500-004

and completion of the CHS Package in accordance and conformity with

the Contract, Good Engineering Practices and Prudent Utility Practices
including:
a) Preparation and submission of
(i) The conceptual design including the design basis of CHS

Package and auxiliaries; and
(ii) The engineering and design necessary to describe and detail

the Works and the Project.
b) Providing all inputs including design reports, equipment and area

general arrangement drawings, and civil assignment drawings.
c) Provision of criteria for the detailed design by other suppliers of

Equipment/ system/ structures for incorporation into the CHS
Package.
d) Preparation of design, engineering Drawings, plans, bill of material,

schedule and estimates for the CHS Package and the Project and
the performance by Contractor of its obligations hereunder so that
the Works constructed and commissioned by the Contractor is
capable of meeting the Performance Guarantees and will be such
as could be legally, safely and reliably placed in commercial
operation by the OWNER in accordance with Prudent Utility
Practices.
Contractor acknowledges the fact that the OWNER has agreements with
the fuel suppliers, other Contractors, off takers and other third parties.
Contractor shall co-operate with all these parties in the design,
engineering, procurement, fabrication, supply, delivery, construction,
Commissioning, start-up, testing, Take-over, operation, maintenance and
repair efforts, and accommodate their reasonable interface and
interconnection requirements within the limitations of Contractor's design
and scope of Work or Goods or other obligations hereunder.
3.2.2 Design / Construction Documents
a) The Contractor shall prepare documents in conformity with Section

C12 of Volume - II of Specification in sufficient detail to satisfy and
comply with, all Applicable Permits including regulatory approvals,
to provide suppliers and construction personnel sufficient instruction
to execute the Works, and to describe the operation and
maintenance of the completed Works. The OWNER / OWNER's
Representative shall have the right to review and inspect the
preparation of design and construction Documents.
ISSUE
R0

TCE 4891A-H-500-004

b) Each of the design and construction documents shall, when

considered ready for use, be submitted to the OWNER / OWNER's
Representative for pre-construction review. “Review period" means
the period required by the OWNER's Representative, which shall
not exceed 15 (fifteen) Days, calculated from the date on which the
OWNER / OWNER's Representative receives a design /
construction document and the Contractor's notice that it is
considered ready, both for a pre-construction review in accordance
with this sub-clause 3.2.2, and for use thereof. If the OWNER /
OWNER's Representative, within such review period, notifies the
Contractor that such design / construction document fails (to the
extent stated) to comply with the OWNER's requirements, it shall be
rectified, resubmitted and again reviewed in accordance with this
sub-clause, at the Contractor's cost. Any such notification by the
OWNER / OWNER’s Representative or their failure to so notify shall
not, however, relieve or absolve the Contractor in any manner
whatsoever of its obligations, Performance Guarantees and
Warranties under the Contract.
c) For each part of the CHS Package, and except to the extent that
the prior consent of the OWNER / OWNER's Representative shall
have been obtained:
(i) Construction, and erection shall not commence prior to the

expiry of the review periods for the design / construction
documents, which are relevant to the design and
construction of such part;
(ii) Construction shall be in accordance with such construction

documents; and
(iii) If the Contractor wishes to modify any design or Document

which has previously been submitted for such
preconstruction review, the Contractor shall immediately
notify the OWNER/ OWNER’s Representative, and shall
subsequently submit revised Documents to the OWNER/
OWNER's Representative for pre-construction review.
d) If the OWNER / OWNER's Representative instructs that further

design / construction documents are necessary for carrying out
either pre-construction review or the Works, the Contractor shall
upon receiving the OWNER/ OWNER's Representative's
instructions prepare such design / construction documents at no
extra cost.
e) The Contractor at his cost shall rectify errors, omissions,

ambiguities, inconsistencies, inadequacies and other defects.
ISSUE
R0

TCE 4891A-H-500-004

f) Manuals
Contractor shall submit to OWNER, as they become available from

time to time during their preparation, all Contractor specifications
and Documents including data sheets, plans and drawings, and
other information and documents required for the CHS Package
including those listed in Section C12 of Volume – II hereto
(collectively, the 'Design Documents") as per Document Distribution
Schedule in Section C12 of Volume – II of specification. In addition,
Contractor shall provide the following:
(i) Operation & Maintenance Manual:
OWNER and Contractor shall work together to agree, at the

earliest practicable date on a preliminary outline of the form
and content of, and not later than 10 (ten) Months after the
Notice to Proceed is issued, OWNER and Contractor shall
agree on the final form and content of complete equipment
and system, instructions for the start-up, operation and
maintenance of the CHS Package (the 'Operating Manual").
Not later than 14 (fourteen) Months after the Notice to
Proceed is issued, Contractor shall prepare in individually
numbered bound volumes and deliver to OWNER 10 (Ten)
sets of the Operating Manual in English language.
The “Operating Manual” shall incorporate relevant technical

details, procedures and sequences in respect of CHS
Package including all sub-systems. Contractor shall consult
with OWNER in the preparation of the Operating Manual and
OWNER will be permitted to make recommendations as to the
final form and substance of the Operating Manual.
Subsequent to such delivery, Contractor shall update and
revise the Operating Manual, as required, in order to reflect
changes in Contractor or Sub-contractor recommended
operating or maintenance procedures, improvements in the
original Operating Manual, or revisions requested by OWNER,
until the first anniversary of CHS Package Provisional take
Over.
Contractor shall obtain all instruction Manuals and special

directions required for preparation of the Operating Manual
from equipment Manufacturers or vendors or shall itself
provide any such written instructions when they are not
available from such Manufacturers or vendors. The Operating
Manual shall be based on a generally accepted standard of
professional care, skill, diligence and competence applicable
to engineering and operating practices, shall be consistent
ISSUE
R0

TCE 4891A-H-500-004

with Prudent Utility Practices, and shall be prepared so that

operation of the CHS Package in accordance with the
Operating Manual shall, under anticipated operating
conditions, result in operation of the Project at the capacity,
efficiency, reliability, safety and maintainability levels
contemplated by the Contract and shall in no way impair any
Warranty or Guarantee on equipment, Materials or Services
relating to the Project including those being furnished by
Contractor or Sub-contractors under the Contract.
For the purpose of Operating Manual the Contractor shall

comply with an approved standard system of Equipment
Codification. The Contractor shall also develop Codification of
Equipment in respect of the sub system, auxiliary plants and
facilities delivered / furnished by others. The final Operating
manual shall be submitted in softcopy. The O&M manual shall
be indexed so that the navigation to the O&M manuals of all
the sub-Contractors is possible from the main menu.
(ii) Procedure Manual:
Contractor shall, within 30 (thirty) Days after receipt of the

Notice to Proceed, deliver to OWNER a manual which
provides the guidelines by which the normal working
relationships will be conducted between OWNER and its
representatives and Contractor and between Contractor and
Sub-contractors (the “Procedure Manual”). The Procedure
Manual will contain, among other materials, an organisational
chart, correspondence procedures, a Project filing system,
procedures for the review of the design Documents and
Project progress, and verification procedures to be
implemented for the Project. The Procedure Manual shall be
discussed and agreed with the OWNER. The Contractor shall
deliver the final agreed Procedure Manual to OWNER within
sixty (60) days from date of NTP.
(iii) Quality Control Manual:
Contractor shall, within 30(thirty) Days after receipt of the

Notice to Proceed, deliver to OWNER a manual prepared by
Contractor conforming to the Quality Assurance Program
based on Section C3 of Volume – II which Contractor shall
adhere to, in order to ensure that the manufacturing and
engineering methods and standards to be employed by
Contractor under the Contract are achieved (the “Quality
Control Manual”).
ISSUE
R0

TCE 4891A-H-500-004

3.2.3 Contractor's Undertaking
The Contractor undertakes that the execution of the Contract and the
performance will be in accordance with the Applicable Laws.
3.2.4 Technical Standards and Regulations
The design, engineering, manufacturing, procurement, supply, erection,

installation, testing, commissioning of CHS Package shall comply with
a) All Indian Standards including those of the Bureau Of Indian

Standards, ASME, ISO, etc.
b) Technical and environmental regulations and Codes;
c) Regulations and Codes applicable to the electrical energy being

generated at the Facility, as also to the Facility and the standards
specified in the OWNER’s Specification/the Contract.
d) Indian Environmental Standards of Central Pollution Control Board

and Jharkhand Pollution Control Board; not withstanding what is
stated in (a) to (c) above or elsewhere in the Specifications.
References in the Contract to such specifications and other matters shall

be understood to be references to the edition applicable on the Effective
Date of Contract, unless stated otherwise. In case of any conflict between
provisions of codes and the design criteria / specification the provisions
that are more stringent shall be complied with. If substantially changed or
new applicable national specifications, technical standards or regulations
come into force after the Effective Date of Contract, the Contractor shall
submit proposals for compliance to the OWNER's Representative. In the
event that the OWNER's Representative determines that such proposals
constitute a Change Order, he shall then initiate a Change Order in
accordance with clause no. 14. Metric Units shall be used in all data/
documentation / drawings covered under this Contract.
3.3 Construction and Construction Management
3.3.1 Contractor shall develop a construction plan and shall carry out, oversee,
co-ordinate and ensure the expeditious design, engineering, procurement,
fabrication, construction, Commissioning, start-up and testing of the CHS
Package in accordance with Specification and other provisions of the
Contract consistent with the Guaranteed Time Schedules.
3.3.2 Contractor shall supply all material and construction equipment required
in the performance of the Work. All components of the CHS Package
including special tools shall be brand new equipment other than
ISSUE
R0

TCE 4891A-H-500-004

Contractor's special tools used in the construction of the CHS package.

In case of usage of OWNER’s special tools, they shall be refurbished
before handing over.
3.3.3 Contractor shall perform and cause its Sub-Contractors to perform all
design, engineering, procurement, fabrication, construction, erection,
Commissioning, start-up, testing, operation and maintenance upto Take-
over in accordance with Good Engineering Practices and Prudent Utility
Practices so that the CHS Package shall operate in accordance therewith
all Applicable Laws and all Applicable Permits and in a manner as not to
void or diminish any manufacturer's Warranty or any Insurance coverage
with respect to the Project. Contractor shall inspect or cause to be
inspected all equipment and shall reject those items not in compliance
with the Specification, or approved Quality Assurance Plans. Contractor
also shall carry out and oversee (a) the manner of incorporation of the
equipment into the CHS Package and the workmanship with which such
equipment is incorporated and (b) the performance of the Work.
3.3.4 Contractor shall establish and track Project management controls

systems and provide design, engineering, procurement, fabrication,
erection, Commissioning, start-up, testing and construction management
services in accordance with the Standards of Performance set forth in the
Specification and the Contract
3.3.5 The Contractor shall keep the OWNER’s Representative informed in

advance regarding his field activity plans and schedules for carrying out
each part of the Work. Any review of such plan or Schedule or method of
Work by the OWNER’s Representative shall not relieve the Contractor of
any of his responsibilities towards the field activities. Such reviews shall
also not be considered as an assumption of any risk or liability by the
OWNER’s Representative and no claim of the Contractor will be
entertained because of the failure or inefficiency of any such plan or
Schedule or method of Work reviewed. The Contractor shall be solely
responsible for the safety, adequacy and efficiency of CHS Package and
equipment and his erection methods.
3.3.6 The field activities of the Contractors working at site will be co-ordinated
by the OWNER’s Representative and his decision shall be final in
resolving any disputes or conflicts between the Contractor and Other
Contractors and tradesman of the OWNER regarding scheduling and co-
ordination of Work. Such decision by the OWNER’s Representative shall
not be a cause for extra compensation or extension of time for the
Contractor.
3.3.7 The OWNER’s Representative shall hold weekly meeting or daily meeting
if required of all the Contractors working at Site, at a time and place to be
designated by the OWNER’s Representative. The Contractor shall attend
such meetings and take notes of discussions during the meeting and the
ISSUE
R0

TCE 4891A-H-500-004

decisions of the OWNER’s Representative and shall strictly adhere to

those decisions in performing his Works. In addition to the above weekly
meetings, the OWNER’s Representative may call for other meetings
either with individual Contractors or with selected number of Contractors
and in such case the Contractor, if called, will also attend such meetings.
3.3.8 Time is the essence of the Contract and the Contractor shall be
responsible for performance of his Works in accordance with the specified
construction Schedule. If at any time, the Contractor is falling behind the
Schedule, he shall take necessary action to make good for such delays by
increasing his work force or by working overtime or otherwise reduce such
delays by increasing his work force or by working overtime or otherwise
accelerate the progress of the Work to comply with the Schedule and
shall communicate such actions in writing to the OWNER’s
Representative, satisfying that his action will compensate for the delay.
The Contractor shall not be allowed any extra compensation for such
action.
3.4 Procurement
3.4.1 Sourcing
As part of the Work, Contractor shall procure and pay for, in Contractor's
name as an independent Contractor, all Contractor and sub-contractors
labour, Materials, equipment, supplies, soil, cement, sand, gravel, paints
and similar Materials and manufacturing, fabrication and related services
(whether on or off the Site) for construction of and incorporation in the
CHS Package or which are otherwise required for completion of the Work
in accordance with the Specification and the Contract and are not
explicitly specified to be furnished by OWNER pursuant to the terms and
provisions of the Contract including Specification. This would also include
provision of:
a) An inventory of spare parts (including maximum usage of standard

items and engineering products as spare parts) that is required for
efficient and cost effective operation of the CHS Package.
(i) For start-up and Commissioning upto Take-Over of CHS

Package (start-up and Commissioning spares) and
(ii) For the three (3) year period subsequent to such Take-Over
period (Essential spares as per Section C14 of the Contract),
each in accordance with applicable laws and governmental
approvals,
b) The Contractor shall procure all equipments, instruments,

accessories and auxiliaries from the Sub Vendor list furnished in
Section C15. However, in case Contractor suggests alternative Sub
ISSUE
R0

TCE 4891A-H-500-004

Vendors, the Sub vendors shall be approved Vendors of high repute

who will supply these Goods manufactured by reputed approved
Manufacturers. The Contractor shall submit to the OWNER/
PROJECT MANAGER a list of proposed alternative Sub vendors
and/or Manufacturers separately for such Equipments, components,
instruments, accessories, auxiliaries and other Materials proposing
adequate plurality of Vendors and suppliers with their details of
experience and proof of their supplies having stood test of the time
in similar application earlier. The OWNER/ PROJECT MANAGER
shall select among the list of Vendors/Manufacturers proposed by
the contractor more than one approved Vendor/Manufacturer. The
Contractor shall procure the corresponding Plant, equipments,
instruments, accessories and auxiliaries only from approved
Vendor/Manufacturers.
c) Prior to OWNER’s provisional acceptance of CHS Package, all

materials including lubricants, chemicals and other consumables,
necessary or appropriate for operation of such plant. Upon OWNER
provisional acceptance of CHS Package, OWNER has a first right of
refusal to purchase any unused Materials at Contractor's
procurement cost. If any of the OWNER's spare parts or Materials
are utilised during any Warranty Period to fulfil Contractor's
obligations hereunder, Contractor shall promptly replace such
materials and spare parts at its own cost.
d) In connection with its procurement work, Contractor shall be

responsible for the shipping, transportation and delivery to site of all
items fabricated, manufactured, constructed or procured as set forth
in the Specification and the Contract. All such items and equipment,
Materials and supplies to be provided by the Contractor or procured
on behalf of OWNER pursuant to the Contract shall be new and of
utility-grade quality, free from improper workmanship or defects and
properly warranted or guaranteed in accordance with the Contract.
Any apparent omission or error in the equipment specifications will
be corrected by the Contractor to the extent required by the
Contract.
e) Contractor shall ensure that all construction equipment shall be of

the most suitable grade of their respective kinds for the purposes
and uses intended and construction equipment including rented
construction equipment shall be maintained in a good state of repair
and working condition.
f) When required by the Contract including Specification or where

equipment / systems is referred to as "equal" any particular
standard, Contractor shall furnish to OWNER/ PROJECT
MANAGER full information concerning the equipment / systems
establishing compliance with the Contract which it contemplates
ISSUE
R0

TCE 4891A-H-500-004

incorporating in or using in connection with the CHS Package.

Should any such equipment required to be so submitted for
approval under this paragraph be installed or used by Contractor or
a Sub-Contractor without approval by OWNER/ PROJECT
MANAGER, they may subsequently be rejected, and the cost
thereof, including the Cost of all services and labour relating thereto,
shall be to the account of Contractor and not reimbursable.
3.4.2 Co-ordination with OWNER/OWNER’s Representative / Other

Contractors
a) The Contractor will be responsible for receiving, inspection,

unloading/loading, transportation at Site, storage and handling,
preservation, inspection, documentation and storage of Work and all
Materials received at Site.
b) Contractor shall be responsible for completing all clearance

formalities in respect of all imported equipment, standard spare
parts, maintenance tools and tackles and other materials used in
connection with the supply of Goods or performance of the Work
imported in the name of the OWNER on OWNER’s behalf.
c) Contractor shall arrange and ensure the security of all the foregoing
items while in handling, transport or storage, and the safe delivery of
the same to the plant Site and the incorporation of the same into the
CHS Package. In the event any such materials, equipment, supplies
or other items are damaged, lost, stolen, destroyed or otherwise
impaired, Onshore Service Contractor shall at its own cost and
expense restore or replace such items.
d) Since the Contractor shall co-ordinate and follow up with

OWNER/OWNER’s Representative and Other Contractors, except
as may be expressly excused in the Contract including
Specification, no delay or failure to perform on the part of OWNER
(or its vendors, Other Contractors and I or sub-suppliers) shall
excuse Contractor from the timely performance of its obligations
under the Contract.
3.5 Labour and Personnel
3.5.1 The Contractor shall make his own arrangements for the engagement of
all staff and labour, local or otherwise, and for their payment, housing,
feeding and transport. Contractor shall provide all labour and personnel
required in connection with Work, including:
a) Professional engineers licensed in accordance with any applicable

licensing requirements in India or by any other governmental
instrumentality to perform engineering services pursuant to the
ISSUE
R0

TCE 4891A-H-500-004

Contract;
b) Project team of necessary engineers from various disciplines

including, construction manager, Project engineer and lead
structural, mechanical, electrical, instrumentation and control, cost,
scheduling, procurement, construction, start-up and training
supervisors, all of whom shall follow Good Engineering Practices
and shall have had extensive Plant experience in facilities of similar
technology and magnitude and shall be proficient in the English
language and have knowledge of Prudent Utility Practices,
Applicable Laws and Applicable Permits.
c) A Project Coordinator or other Representative, who shall be fully

acquainted with the Project, shall be proficient in the English
language and shall have the authority to administer this Agreement
on behalf of Contractor. He shall give his whole time to directing the
preparation of all documents required for the construction, erection
and execution of the Works. Except as otherwise stated in the
Contract, the Contractor's Representative shall receive (on behalf of
the Contractor) all notices, instructions, consents, approvals,
certificates, determinations and other communications under the
Contract. Whenever the Contractor's Representative is to be absent
from the site, a suitable replacement person shall be appointed, and
the OWNER / OWNER's Representative shall be notified
accordingly.
d) Quality assurance personnel, all of whom shall report directly to

Contractor's home office managers and not to the Project personnel
located at the Site.
The Contractor shall employ (or cause to be employed) only persons who
are careful and appropriately qualified, skilled and experienced in their
respective trades or occupations. The Contractor shall give preference for
appointment of local labourers in unskilled, semi-skilled and skilled
categories if such suitable labourers are available.
ISSUE
R0

TCE 4891A-H-500-004

Upon OWNER's/ PROJECT MANAGER’s request, Contractor shall

provide OWNER/ PROJECT MANAGER with the resumes of, and arrange
for the interview by OWNER/ PROJECT MANAGER of, any or all
personnel described in clauses (a), (b) & (c) of this Section 3.5.1. In
addition, OWNER/ PROJECT MANAGER will have the right to approve
those individuals who will hold the positions described in clauses (a), (b) &
(c) of this Section 3.5.1 and any other key Project personnel employed by
Contractor, and OWNER/ PROJECT MANAGER will be afforded the
opportunity to choose among candidates for the positions of Project
Manager, Project Engineer and Construction Manager. Contractor shall
not remove any Project personnel described in clauses (a), (b) & (c), of
this Section 3.5.1 or any other individual in a supervisory or lead position
without the prior consent of OWNER/ PROJECT MANAGER, which
consent shall not be unreasonably withheld.
3.5.2 Removal of Staff and Labour
The OWNER / OWNER's Representative may require the Contractor by

notice in Writing to remove (or cause to be removed) any person
employed on the Site or Works, including the Contractor's Representative,
who in the opinion of the OWNER / OWNER's Representative:
a) Persists in any misconduct,
b) Is incompetent or negligent in the performance of his duties,
c) Fails to conform with any provisions of the Contract;
d) Persists in any conduct which is prejudicial to safety, health, or the

protection of the environment; or
e) Other good and sufficient reasons.
3.5.3 Rates of Wages and Conditions of Labour
The Contractor shall ensure that he pays all his personnel and shall also
ensure that his Sub-contractors pay to their personnel regularly their
wages, overtime and other compensations. The attendance register and
the wage register shall be submitted to the OWNER/ PROJECT
MANAGER for verification at regular intervals. The Contractor shall also
furnish the OWNER/ PROJECT MANAGER at regular intervals as
governed by Applicable Laws including local statutes but not less than
Monthly intervals, certificates that he has paid to his Sub-contractors and
workmen and caused his sub-contractors to pay all the dues to his Sub-
contractor workmen. In case such payment is not made regularly by the
Contractor or his Sub-contractors, the OWNER will be in his right to make
such payments and deduct the same from the Contractor's progress
ISSUE
R0

TCE 4891A-H-500-004

payments. In case the OWNER becomes liable to pay any wages or dues
to the labour commissioner or to any Government agency under any of
the provisions of the Minimum Wages Act, Workmen's Compensation Act
or any other Applicable Law due to act or omission of the Contractor, the
OWNER may make such payments and shall recover the same from the
Contractor's bills.
3.5.4 Persons in the Service of Others
The Contractor or any of his Sub-contractors shall not recruit, or attempt

to recruit, his staff and labour from amongst persons in the service of the
OWNER or other Contractors and agencies engaged by the OWNER or
the OWNER's Representative.
3.5.5 Labour Laws
The Contractor shall comply with and shall ensure that he/his Sub-
contractors comply with all the relevant labour laws applicable to his/ his
Sub-contractors employees, and shall duly pay and afford and cause his
Sub-contractors to pay and afford to them all their legal rights. The
Contractor shall require all such employees to obey all Applicable Laws
and regulations concerning safety at Work.
Contractor shall be responsible for all labour relation matters relating to

the Work or Supply of Goods and shall at all times use its best efforts to
maintain harmony among the personnel employed in connection with the
Work or supply of Goods whether by the Contractor or his Sub-
contractors and shall enter into all necessary labour agreements with
such personnel. Contractor and his Sub-contractors shall at all times
comply with all Applicable Permits and Applicable Laws relating to
employment including but not limited to Contract labour regulations,
Workmen Compensation Act, Employee State Insurance and Provident
Fund regulations, retrenchment Compensation etc. and labour welfare
and use its best efforts and judgement as an experienced Contractor to
adopt and implement policies and practices to avoid Work stoppages,
slowdowns, disputes, strikes, lockouts and other labour strife and
disagreement.
3.5.6 Working Hours
No work shall be carried out on the Site outside the normal working hours
or on the locally recognised Days of rest or local festivals / holidays,
unless:
a) Contract so provides,
ISSUE
R0

TCE 4891A-H-500-004

b) Work is unavoidable, or necessary for the saving of life or property

or for the safety of the Works, in which case the Contractor shall
immediately advise the OWNER/ OWNER’s Representative,
c) OWNER/ OWNER's Representative gives his consent,
d) Extended working hours/shift working is essential for achieving

Project progress/milestones at no extra cost to the OWNER.
3.5.7 Facilities for Staff and Labour
The Contractor shall provide and maintain all necessary accommodation

and welfare facilities for his (and his Sub-Contractor's) staff and labour..
The Contractor shall not Permit any of his or his Sub-contractors
employees to maintain any temporary or permanent living quarters within
the structures forming part of the Works or Plant Site. Contractor shall
make his own arrangements to procure and construct adequate labour
housing outside the Plant Site and colony battery limits. No areas inside
the OWNER’s land and Plant Site shall be used as labour colony. No
workers/labourers/supervisors or other Contractor’s or Sub Contractor’s
personnel should be allowed to stay within the OWNER’s land area after
his duty hours. Similarly no workers / labourers / supervisors or other
Contractor’s or Sub-Contractor’s personnel shall be allowed to enter the
OWNER’s land area before the start of their respective duty time.
3.5.8 Foreign Staff and Labour
The Contractor or Sub contractors may, subject to Applicable Laws,

import and employ such staff, artisans, and labourers as are required in
order to execute the Works. The Contractor shall ensure that all such
staff and labour are provided with the required residence visa and Work
permits as governed by the relevant Applicable Laws from time to time
and to keep them in full force. The Contractor shall be responsible for the
return of all such staff and labour to the place where they were recruited
or to their domicile.
The Contractor shall submit to the OWNER’s Representative, a complete

list of foreign personnel (including necessary data as may be required by
OWNER’s Representative) as may be required for the performance of the
Works in India.
The Contractor, Sub-contractors and their expatriate personnel shall not

in any way interfere with Indian political and religious affairs. Such
expatriate personnel shall work and live in close cooperation and co-
ordination with their co-workers and the community and shall not engage
themselves in any other employment neither part time nor full time nor
shall they take part in any local politics
ISSUE
R0

TCE 4891A-H-500-004

3.5.9 Health and Safety
Precautions shall be taken by the Contractor to ensure the health and

safety of his and his Sub-Contractors staff and labour. The Contractor
shall, in collaboration with and according to the requirements of the local
health authorities, ensure that medical staff, first aid facilities, sick bay and
ambulance service are available at the accommodation and on the Site at
all times, and that suitable arrangements are made for all necessary
welfare and hygiene requirements and for the prevention of epidemics.
The Contractor shall maintain records and make reports concerning
health, safety and welfare of Persons, and damage to property, as the
OWNER's Representative may reasonably require. Contractor shall be
responsible for the medical treatment / hospitalisation of his and his Sub-
Contractor's staff / labour.
The Contractor shall appoint a member of his staff at the Site to be

responsible for maintaining the safety, and protection against accidents,
of all personnel on the Site. This person shall be qualified for his Work
and shall have the authority to issue instructions and take protective
measures to prevent accidents. The Contractor shall send, to the
OWNER's Representative, details of any accident as soon as possible
after its occurrence as well as notify the concerned Government
authorities and attend to affected persons with due care and attention
promptly and immediately.
3.5.10 Contractor's Superintendence
The Contractor shall provide all necessary superintendence during the

design, engineering, construction, erection and execution of the Works,
and as long thereafter as the OWNER's Representative may consider
necessary for the proper fulfilling of the Contractor's obligations under the
Contract. Such superintendence shall be given by the sufficient persons
having adequate knowledge of the operations to be carried out (including
the methods and techniques required, the hazards likely to be
encountered and methods of preventing accidents) for the satisfactory
and safe execution of the Works.
3.6 Permitting
3.6.1 Contractor shall obtain and maintain in effect all Applicable Contractor
Permits including other permits as per sub clause 2.2 of this Section
required in connection with Contractor's performance of its obligations
hereunder, including supply of Goods or performance of the Work
including (a) licenses to permit Contractor to do business in the
jurisdictions where the Work is to be performed, (b) design, engineering,
procurement, fabrication; construction; erection, testing and
ISSUE
R0

TCE 4891A-H-500-004

commissioning; start-up testing; Tests before Taking-over; (c) export;

import, other Applicable Permits necessary to move, transport and deliver
construction equipment (including parts of the Plant and the Project) to
and from the Site and into and out of India, and (d) all building Permits,
construction permits and other Permits required to be obtained with
respect to the supply of Goods or performance of the Work and
discharging all other obligations under the Contract. Contractor shall also
obtain in the name of OWNER at the appropriate stage of construction
those Applicable Permits listed in Table at the end of this section.
3.6.2 Contractor and Construction Permits
Contractor shall obtain all necessary Contractor and Construction permits.

If Contractor at any time becomes aware, whether as a result of notice
from OWNER or otherwise, of any applicable permit not obtained by him,
Contractor shall promptly give notice thereof to OWNER and Contractor
shall be responsible for obtaining such Applicable Permit.
The Contractor shall indemnify and hold harmless OWNER and all
OWNER indemnified parties from any damages arising from and out of
the securing of, or failure to secure, such permits.
3.6.3 Support to OWNER for Permits
In case OWNER is responsible for the permits, Contractor shall provide

support to OWNER in obtaining all OWNER Permits. Such Contractor
support shall include:
• Attendance at meetings with OWNER and third parties designated

by OWNER;
• Assistance in Preparation of Permit applications or, as applicable,

application to transfer permits to the OWNER;
• Assistance in preparation of responses to inquiries by

Governmental Instrumentalities / agencies;
• Assistance in presentations at hearing of Governmental

Instrumentalities / agencies and
• Provision of all available information and Documents required by

OWNER in connection with obtaining any OWNER Permits;
3.7 Co-operation
3.7.1 The Contractor shall, as specified in the Specification, afford all

reasonable opportunities for carrying out their respective Work to:
ISSUE
R0

TCE 4891A-H-500-004

• Any other contractors employed by the OWNER and their

workmen,
• The workmen of the OWNER, and
• The workmen of any legally constituted public authorities who may

be employed in the execution on or near the site of any work not
included in the Contract, which the OWNER may require to
complete the Project.
3.7.2 Contractor shall not hinder the work of other contractors and sub-
contractors of OWNER, if any employed by or on behalf of OWNER at the
Plant Site or the Project Site, to introduce and store Materials in those
areas of the Plant Site and the Project Site under OWNER’s direct control
and shall cooperate to help them perform their respective services without
hindrance or disruption. The Contractor shall also acknowledge that he
works in congruence with requirements of lenders, other contractors,
Project off takers and other related parties, and provide them appropriate
information as and when required by them and not act as to harm the
interests of any of them.
3.7.3 Miscellaneous Liabilities in Co-operation with Other Contractors
The Contractor shall also so arrange to perform his Work as to minimize

to the maximum extent possible interference with the work of Other
Contractors and their workmen.
Any injury or damage that may be sustained by the employees of the

Other Contractors or the OWNER, due to the Contractor’s Work shall
promptly be made good at contractor’s expense.
The OWNER’s representative shall determine the resolution of any

difference or conflict that may arise between the Contractor and Other
Contractors or between the Contractor and the workmen of the OWNER
/Other Contractors in regard to their work.
If the Works of the Contractor is delayed because of any acts of omission

of another Contractor, the Contractor shall have no claim against the
OWNER on this account other than an extension of time for completing
his Works, provided the cumulative effect of such delays does not exceed
60 (sixty) Days. If such delays exceed 60 (sixty) Days, the financial and
time implications, if any, shall be mutually discussed.
The OWNER’s Representative shall be notified promptly by the

Contractor of any defects in the Other Contractor’s Works that could affect
the Contractor’s Works. The OWNER’s Representative shall determine
the corrective measures if any, required to rectify this situation after
ISSUE
R0

TCE 4891A-H-500-004

inspection of the Works and such decisions by the OWNER’s

Representative shall be binding on the Contractor.
3.8 Transporting (Shipping), Forwarding, Storage and Related Matters
3.8.1 Promptly and within fifteen (15) days after issuance of the Notice to
Proceed, Contractor shall submit to OWNER for approval the detailed list
of equipment and materials to be shipped, and, a reasonable time after
the Notice to Proceed, an overall shipping and forwarding plan for all
equipment and other items to be shipped from abroad to India in
connection with the supply of Goods or performance of the Work.
Contractor agrees that any material variation there from shall require the
written consent of OWNER. Contractor shall select the reputed shipping
companies for the transportation and delivery of the equipment. The
Contractor shall ship the Goods in classed vessels which are not more
than 15 (fifteen) years old and which is unconditionally seaworthy and as
declared by a reputed maritime agency as on the date of travel and for the
travel to its destination. Contractor shall give preference to Indian Flag
Vessels. OWNER will be the named importer of goods forming part of the
Plant and its spares and the rights and title therein shall pass to OWNER
outside India in accordance with clause no. 7.0 hereof.
3.8.2 At least three (3) days prior to the delivery of Goods to the transporters or
embarkation for India of each shipment of equipment or maintenance
tools / tackles or spares (other than Contractor’s Equipment) where
OWNER is to be named Importer, Contractor shall send a fax to OWNER
setting forth the following information concerning each such shipment:
a) A reference to the date, parties and subject matter of the

Specification
b) A description of the equipment and I or construction equipment

contained in such shipment or transport
c) The date of transportation/ embarkation and departure
d) The port or place of origin
e) The means of shipment or transportation (land air or sea)
f) The estimated date of arrival in India/Site.
g) The port of entry in India
h) The value of the shipment/transportation.
i) The approximate weight and volume (gross and net)
ISSUE
R0

TCE 4891A-H-500-004

j) The name, flag and owner of the vessel if shipment is by sea or the
designation of aircraft if shipment is by air and
k) The number and value of bill of landing or airfreight bill or Railway

Receipt or Lorry Receipt.
3.8.3 Within three (3) days after embarkation for India of each shipment or
before the Goods are received at the site in case of onshore Goods, as in
sub-clause 3.8.2 above, Contractor shall send to OWNER by courier (or
by certified airmail if OWNER so agrees) for information, the following
documents:
a) Delivery note, Railway Receipt or Lorry Receipt or Shipping

documents consisting of full set clean “onboard” (i) bill of lading,
freight prepaid CIF Indian Port of entry for goods dispatched by sea
or (ii) airway bill, freight prepaid CIF Indian port of entry for Goods
despatched by air; (5 copies each). Bill of lading to indicate
Consignee as OWNER and Onshore Service Contractor as person
to be notified.
b) Declaration made by Contractor by fax in such form as shall be

specified by OWNER to the insurer providing the marine cargo
Insurance specified stating that such equipment is covered by such
Insurance; (3 copies)
c) Commercial invoice with itemised prices duly signed by Contractor.

(6 copies)
d) Packing lists for each separate package;(6 copies)
e) Statement of Contractor that the equipment is in accordance with

the technical specifications and having attached all previously
issued certificates and Test certificates concerning the equipment
being shipped;(3 copies)
f) Certificate of origin;(3 copies)
g) Export license, if any; (3 copies)
h) Certificate of Insurance (3 copies)
i) Inspection Certificate, issued by the nominated inspection agency,

and the Supply Contractor’s factory inspection report.
j) Any other Documents needed for import clearance.
3.8.4 The Contractor shall be responsible for the timely clearance through
ISSUE
R0

TCE 4891A-H-500-004

customs of any part of the CHS Package or Works for all necessary
documentation and procedural matters associated therewith. The
Contractor shall be responsible for meeting the agreed contractual time
not withstanding any customs delays and will not be entitled to extend the
time for completion, it being the Contractor’s responsibility to allow
sufficient time for clearance through customs and the like.
3.8.5 The Contractor’s Scope of Work shall include obtaining all customs
clearance, completing all clearance formalities and handling at all ports of
all equipment and material of non–Indian origin including those where
OWNER is named importer, transportation to Site and transit insurance in
India from the respective Indian ports of disembarkation and / or the
respective Manufacturer’s Works upto the Project Site, receipt, handling,
and storage of all equipment and Material at Project Site and other items
necessary or desirable for the Project or the performance of the Work.
3.8.6 Contractor shall be responsible for examining all the shipment and notify
the OWNER’s Representative immediately of any damage, shortage,
discrepancy, etc. for the purpose of OWNER’s Representative’s
information only. The Contractor shall submit to the OWNER’s
Representative every week a report detailing all the receipts during the
week. However, the Contractor shall be solely responsible for any
shortages or damage in transit, handling and/or in storage and erection /
Commissioning of the equipment at Site till the CHS Package is finally
accepted by the OWNER.
3.8.7 All demurrage, wharfage and other expenses incurred due to delayed
clearance of the material or any other reason shall be to the account of
the Contractor.
3.8.8 Contractor shall warehouse or otherwise provide appropriate storage in

India (in accordance with Manufacturer’s recommendation and taking into
account climatic and other relevant conditions at the warehousing site) for
all equipment and construction equipment and shall take preservation
measures where necessary.
3.8.9 All equipment / systems, maintenance tools and tackles and spares which
are stored at a location other than on the plant site shall be
a) Stored at other appropriate location approved in advance by

OWNER/ PROJECT MANAGER (to the extent reasonably possible),
b) Properly tagged and identified for the plant and segregated from
other Goods (to the extent reasonably possible).
c) Duly insured for such storage against all risks.
ISSUE
R0

TCE 4891A-H-500-004

However, such approval of location by the OWNER/ PROJECT

MANAGER shall not absolve the Contractor of his obligations under the
Contract.
3.8.10 All equipment shall be labelled with permanently affixed durable

nameplates, which will include the Manufacturer’s, name, equipment
model number, equipment serial number and all appropriate design
parameters.
3.8.11 Contractor shall arrange and be responsible on a continuous basis (i.e.

not limited to normal working hours) for safety and security of all items
and equipment to be incorporated in or forming part of the CHS Package,
while in clearing, transport or storage or during erection/Commissioning or
in his custody upto Provisional Take Over by the OWNER. In the event
any equipment or item is damaged, lost, stolen, destroyed or otherwise
impaired while in storage or transit or during erection/Commissioning or in
his custody, the Contractor shall at its own expense and cost, restore or
replace such affected equipment or item before Provisional Taking-Over
by the OWNER.
3.9 Erection, Pre-operational Testing, Initial Operation, Reliability

Operation Tests
Work shall include the erection, Commissioning of components I systems,

calibration of controls and equipment, tuning, start-up, all functional and
verification Tests, and all other Commissioning, Testing and Initial
Operations prior to Reliability Operation. The requirements are further
detailed in Section C5 of Volume-II of Specifications.
3.10 Performance Guarantee Testing
Contractor shall perform, and re-perform if required, the Performance

Tests in accordance with the Contract including provisions of Section C5
of Specifications, in order to demonstrate achievement of the
Performance Guarantees for the CHS Package as set-forth in the
Contract and guaranteed by Contractor in Section F3 of Volume – II. If
the CHS Package does not meet the Performance Guarantees, the
Contractor shall at no extra cost to OWNER redesign, modify, remedy
repair or replace the CHS Package or any part or section thereof including
any component, equipment or system with one which meets the
requirements and again demonstrate achievement of the Performance
Guarantees for the CHS Package as set-forth in the Contract including
Section C6 of Specifications.
3.11 Construction Facilities, Construction Power, Construction Water

Facilities, Sanitary Facilities, Telecommunication Facilities, Mail
Service, Catering, Start-up Spares and Consumables
ISSUE
R0

TCE 4891A-H-500-004

3.11.1 During the Contract Period, the Contractor shall arrange and pay for
construction water and power necessary for the performance of the Work.
Power and water required for Commissioning, start-up, Initial Operation,

Reliability Operation, Performance Tests and other Tests before Take-
Over of the CHS Package, will be arranged by the OWNER, as per
agreed completion schedule for the CHS Package. However Contractor
shall arrange and pay for lubricants, chemicals, and other consumables
required upto provisional take over by Owner, of the CHS Package.
3.11.2 Construction Power Supplies
Construction power would be made available at the proposed site at 11kV

level within the plant boundary at one point by the Owner, and the
Contractor shall make his own arrangements for further distribution and
shall be responsible for the maintenance of his distribution system. The
Contractor shall be responsible for payment of Energy Bills of such
Construction Power till issue of Final Acceptance Certificate. The
Construction Power system by its design and nature shall be a temporary
system and not part of the permanent power supply.
Contractor shall be responsible for making its own assessment of the

quantum of Construction Power required and shall furnish the information
in accordance with Schedule F7. The Contractor acknowledges that
electricity sourced from a distributing Licensee in that area through
Maithon Power Limited may be subject to disturbances, and its
interruption or non-availability for any reason shall not constitute a
condition for claim of extra time or costs on part of Contractor. The
Contractor shall make adequate provision for D.G. sets as a stand by
power source for all the activities/process, which requires uninterrupted
power.
3.11.3 Construction and Drinking Water Facilities
Contractor has to make its own arrangement to tap sub surface water by
drilling bore wells. Installation of bore-wells, water pumping, storage and
its distribution to required places shall be arranged by Contractor.
However, the location of the bore-well shall be approved by the OWNER
before starting of bore well activity.
Cost of all connected Works such as, but not limited to, pumps, pipeline,
tanks, etc., are to be borne by the Contractor.
3.11.4 Sanitary Facilities
ISSUE
R0

TCE 4891A-H-500-004

Adequate sanitary facilities inside the Plant boundary for the use of
persons employed by the Contractor at the construction Site shall be
provided and maintained by the Contractor to the extent and in such
manner and at such places as shall be acceptable to the OWNER.
Separate Toilet facilities for both gents and ladies shall be provided.
In this regard, Contractor shall prohibit the committing of nuisance on the

site or upon the land of the OWNER or of adjacent land owners and any
employee of Contractors or his Sub-contractors found violating this
provision shall be liable to immediate dismissal.
3.11.5 Canteen facilities
The Contractor shall arrange for catering services for their staff and
workers deployed on the project Site.
3.12 Training of Owners Personnel
3.12.1 Prior to Commissioning, start-up and testing operations and commencing

Initial Operation, the Contractor shall train OWNER’s and its designated
personnel in the operation, maintenance and repair of the CHS Package,
including classroom, on-the-job and safety training.
Such training shall be designed to offer instruction and training to both

inexperienced personnel and personnel with a reasonable level of
experience in power plant operations, and shall be of such quality so as to
provide OWNER’s or its designates operation, maintenance and repair
personnel with a comprehensive working understanding of all operational,
maintenance and repair aspects of the CHS Package so as to enable
such persons to operate, maintain and repair the CHS Package in
accordance with Prudent Utility Practice, and Manufacturer’s and
supplier’s recommendations.
3.12.2 Contractor shall provide a copy of Training Manual and other written
material to each of Owner’s personnel participating in the programme, all
of which shall be in the English language. Training provided by Contractor
to OWNER’s personnel pursuant to the Contract shall not be a condition
for any Warranty.
3.13 Access: Office Accommodations
ISSUE
R0

TCE 4891A-H-500-004

Contractor shall provide OWNER and its designees (including the

OWNER I OWNER's Representative and the Financing parties) with
reasonable access to Contractor's home office and Contractor's offices at
the Site and at all design, engineering, fabrication, manufacturing,
construction and other premises of Contractor and its Sub-Contractors
where activities relating to Works is carried on at all times upon
reasonable prior notice, including access to design, engineering,
fabrication, and testing, construction facilities, Drawings, Documents
sufficient to permit OWNER/OWNER’s representatives to inspect Work
being performed and to monitor compliance by Contractor and the Sub-
contractors with the terms of the Contract and directions of Contractor.
3.14 Clean-Up and Waste Disposal
3.14.1 The Contractor shall be responsible for keeping the entire area allocated
to him clean and free from accumulation of waste Materials,
rubbish/debris/etc. at all times during the period of Contract.
The Contractor shall employ enough number of specialised personnel to

thoroughly clean his Work area at least once a Day and dispose of the
rubbish. All such rubbish and scrap material shall be scrapped or
disposed in a place to be identified by the OWNER’s Representative.
Materials and stores shall be so arranged as to permit easy cleaning of

the area. In areas where equipment might drip oil and cause damage to
the floor surface a suitable protective cover of flame resistant, oil proof
sheet shall be provided to protect the floor from such damage. Also
spillage of oil and its soaking into soil shall be prevented. In case garbage
is found disposed in areas other than allotted to the contractor, then the
same shall be cleared by the OWNER and the charges debited to the
concerned Contractor.
Contractor's labour camp and housing colony shall be maintained to the

good standards of hygiene and shall be kept reasonably free of debris,
litter and mal-odour.
Similarly the labour colony, offices and residential areas of Contractor’s

employees and workmen shall be kept clean and neat to the entire
satisfaction of the OWNER’s Representative. Proper sanitary
arrangements shall be provided by the Contractor in the Work areas,
office and residential areas of the Contractor.
The Contractor shall cause all Sub-contractors, at all times to keep the
Site reasonably clean and otherwise free from accumulation of waste
materials, rubbish, other debris resulting from performance of the Work.
ISSUE
R0

TCE 4891A-H-500-004

3.14.2 On or before Provisional Acceptance of CHS Package, or termination of

the Contract if earlier, Contractor shall use its reasonable efforts to
remove, but in any event prior to Final Performance Acceptance or earlier
termination, from the Site all petroleum, waste materials, rubbish, other
debris and Hazardous materials, as well as all construction equipment
and other surplus material and substances to which OWNER does not
hold title, and shall leave the Site in a neat, clean and usable condition.
Contractor shall remove; transport and dispose of any hazardous material

transported onto the Site by Contractor or any Subcontractors, or created,
used or handled as part of Contractor's or any Sub-contractors
construction activities at the Site.
Contractor shall notify OWNER/ PROJECT MANAGER immediately upon

the discovery of presence of any hazardous material on, or the release of
hazardous material on or from, the Site and shall promptly and forthwith
take steps to remove such hazardous material or curtail the ill effects that
may be caused by such release of hazardous material. All clean up and
disposal activities are in the scope of Contractor’s obligations under this
Contract (including the transportation) and shall be at the Contractor’s
own cost and expense.
3.14.3 The OWNER and the Contractor also recognize that the creation of dust
is inevitable in construction of a Project of this nature. The Contractor
shall take reasonable steps to ensure, by watering and such other
temporary means as are necessary, that dust caused by the Works is
minimised.
3.15 Contractor’s Field Operation
The Contractor shall keep the OWNER’s Representative informed in

advance regarding his field activity plans and schedules for carrying out
each part of the Works. Any review of such plan or Schedule or methods
of Work by the OWNER’s Representative shall not relieve the Contractor
of any of his responsibilities towards the field activities.
Such reviews shall also not be considered as an assumption of any risk or

liability by the OWNER’s Representative and no claim of the Contractor
will be entertained because of the failure or inefficiency of any such plan
or Schedule or method of Work reviewed.
The Contractor shall confine all his field operations to those Works which
can be performed without subjecting the equipment and Materials to
adverse effects during inclement weather conditions, like monsoon,
storms, etc., and during other unfavourable construction conditions.
ISSUE
R0

TCE 4891A-H-500-004

No field activities shall be performed by the Contractor under conditions

which might adversely affect the quality and efficiency thereof, unless
special precautions or measures are taken by the Contractor in a proper
and satisfactory manner in the performance of such Work and with the
concurrence of the OWNER’s Representative. Such unfavourable
construction conditions will in no way relieve the Contractor of his
responsibility to perform the Work or supply of Goods as per the
Schedule.
After the completion of the Works, the Contractor shall remove from the
Site under the direction of the OWNER’s Representative the Materials
such as construction equipment, erection tools and tackles, scaffolding,
etc., not forming part of such Works, with the written permission of the
OWNER’s Representative. If the Contractor fails to remove such
Materials, within 7 (seven) days of issue of notice by the OWNER’s
Representative to do so then the OWNER’s Representative shall have the
liberty to dispose of such Materials and credit the proceeds thereof to the
account of the Contractor.
3.16 Reporting Requirements
3.16.1 Prior to Effective Date, Contractor shall deliver to OWNER/ OWNER’s

Representative a computer-based network Schedule in hard copy as well
as a soft copy.
3.16.2 Progress scheduling report shall be provided by the Contractor to the

OWNER in accordance with the Contract including, but not limited to,
requirements indicated in the Specification. Contractor shall be
responsible for
a) Ensuring that performance of the Work proceeds in accordance

with the network Schedule and
b) Co-ordinating the activities of all Sub-contractors.
ISSUE
R0

TCE 4891A-H-500-004

In the event of a disruption (other than suspension by OWNER) to the

Schedule and Contractor asserts that it is not the responsibility of
Contractor or any Sub-contractor and that Contract entitles Contractor to
additional compensation and I or other relief from OWNER, the Contractor
shall notify the OWNER within twenty four (24) hours and provide a
written report (to the best of Contractor's knowledge at the time) of the
disruption within 72 (Seventy Two) Hours of Contractor's learning of the
disruption and such report shall be supplemented on a prudent,
informative and timely basis thereafter not later than 14 (Fourteen) Days
from the date of Contractor’s first learning of such disruption. In such an
event the Contractor may modify and resubmit for approval to
OWNER/OWNER’s Representative computer based network schedule
and modifications if any required to the Schedule.
3.16.3 Progress Reports
Monthly progress reports shall be prepared by the Contractor and

distributed as per Document Distribution Schedule in Section C12 of
Volume - II of Specifications. The first report shall cover the period up to
the end of the calendar Month in which the Commencement Date
occurred and subsequent reports shall be submitted Monthly thereafter,
each within 4 (four) Days of the last Day of the period to which it relates.
Reporting shall continue until the Contractor has supplied all the Goods
and / or completed all Works, which is known to be outstanding at the
completion date stated in the Take-Over Certificate for the Works. Each
progress report shall include:
a) Photographs and detailed descriptions of progress including each

stage of design, procurement, Manufacture, delivery at Site,
construction, erection, testing and Commissioning;
b) Charts showing the scheduled and actual status of design/

construction Documents, purchase orders, Manufacture, receipt at
Site construction, erection, testing and commissioning. A detailed
description of the milestones achieved and the Work/ Services
performed as well as the details of Goods supplied or in transit
prior to the date of the Monthly Progress Report and the extent to
which Scheduled Payments therefore have been received.
Appropriate weightage system for percentage progress shall be
developed by Contractor and submitted to OWNER/ OWNER’s
Representative for its approval no later than 30 (thirty) Days of
Commencement Date and upon approval with or without
modification by the OWNER/ OWNER’s Representative, the same
shall be binding on and be followed by the Contractor and shall
not be modified save and except with the prior consent of the
OWNER.
ISSUE
R0

TCE 4891A-H-500-004

c) A description of the current status (the name of Manufacturer,

manufacture location, percentage progress, and the actual or
expected dates of commencement of manufacture, Contractor’s
inspections, Tests and delivery) of supplies and Equipment and of
Contractor's and all Major Sub-contract activities and engineering,
manufacturing, construction and installation progress as
compared with the Project Schedule (and, at the request of
OWNER/ OWNER’s Representative, an updated schedule),
d) Records of personnel and Contractor's equipment on Site and

details of equipment in working condition,
e) Copies of quality assurance reports including Test results (i) from

the manufacturing and fabrication facilities of all Sub-contractors
and (ii) with respect to all construction activity at the Facility Site,
f) Safety statistics required under Applicable Laws, including details

of any hazardous incidents and activities relating to environmental
aspects and public relations,
g) Comparisons of actual and planned progress, with details of any

aspects which may jeopardise the completion in accordance with
the Contract, including Project Schedule and the measures /
catch-up plan being (or to be) adopted to overcome such aspects.
It shall include a clear identification and evaluation of problems
and deficiencies in the Services (including but not limited to, an
evaluation of any factors which are anticipated to have a material
effect on the quality of Work and Project Schedule),
h) Certification that all amounts due to all Sub-Contractors prior to

the date of the Monthly Progress Report have been paid,
i) All other information reasonably requested by Financing Parties

and OWNER/OWNER’s Representative,
j) A man power status to the OWNER’s Representative, on the first

Day of every Month, a manpower Schedule for the Month detailing
the man hours scheduled for the Month, skill wise and area wise.
3.16.4 The Contractor shall also submit to the OWNER’s Representative on the
Seventh Day of every Month a manpower report of the previous Month
detailing the number of persons scheduled to have been employed and
actually employed skill wise and areas of employment of such labour.
ISSUE
R0

TCE 4891A-H-500-004

3.16.5 A brief weekly report shall also be prepared by the Contractor and
distributed as per Distribution Schedule in Section C12 of Volume-II of
Specifications, applicable for Monthly reports. This report shall be
submitted on every Monday. The following shall be clearly reflected in the
report.
• Anticipated delays in the schedule for the month and action plan to
overcome them.
• Details of accidents, whether major or minor.
• Any deviation in regard to quality/process.
• Any industrial relations problem.
3.17 Schedule
3.17.1 The Contractor shall provide to the OWNER/ PROJECT MANAGER for
approval within the time stated in clause 3.16.1 the programme for the
execution of the contract, showing (a) the sequence and timing of
activities by which the contractor proposes to carry out the work and (b)
the times by which the Contractor requires the OWNER to furnish any
OWNER’s inputs as set forth in the specifications, which as and when
approved shall form the Schedule.
3.17.2 Without prejudice and in addition to the foregoing the Contractor shall
prepare and furnish to OWNER updated monthly schedules of the Work
to be performed or Goods to be supplied, including a critical path
schedule.
3.17.3 Contractor shall be responsible for ensuring and performing the Work and
supplying the Goods in conformity with the Schedule as updated from
time to time. The Schedule shall be updated on a fortnightly basis as the
Work and supply of Goods progresses and shall include delay and
acceleration analyses where appropriate together with steps being taken
as per sub clause 9.5 of this section.
3.17.4 Contractor acknowledges and agrees that payments on account of

Contract Price shall be subject to the limits of the Milestone Payment
Schedule.
ISSUE
R0

TCE 4891A-H-500-004

3.17.5 The Schedule that is updated on a Monthly basis shall be done from the
basic schedules which together with the updated monthly Schedule shall
be available in a computer system to which the OWNER/OWNER’s
Representative will have access to facilitate the OWNER to drill down to
the various levels to independently analyse the relevant information. This,
however, does not take away the responsibility of the Contractor to fulfil
all his obligations under the Contract, including informing the
OWNER/OWNER’s Representative about the delays as also the expected
delays and the actual plans to overcome such delays.
3.18 Taxes, Duties and Levies
Contractor shall note that the Project is conceived under Mega Power
Policy of Government of India. Contractor may consider all the tax
exemptions/benefits as applicable. Contractor shall be completely
responsible to obtain all such exemptions/benefits.
3.18.1 Taxes to the Contractor’s Account
(i) Except as otherwise specifically provided in the Contract

irrespective of the mode of Contracting, the Contractor shall bear
and pay all taxes, duties, levies, cess, charges, interest and
penalties and the like levied and /or assessed on the Contractor,
its Sub-contractors, or their employees, by all municipal, local
bodies, state or national government authorities or any other
Government Instrumentality in connection with the Work and
Supply of Goods in and outside of the Country.
In case of all Offshore Supplies by the Contractor, all duties,

taxes, levies, cess, charges, interest and penalties and the like
levied and / or assessed, etc. outside India are to be borne by the
Contractor and are to be included in the fixed Contract Price and
no variation shall be allowed on this account. The Contractor shall
be responsible for timely and prompt filing of all returns,
Documents, accounts etc which are complete and accurate in
accordance with laws.
(ii) Each Party hereto, hereby agrees to indemnify and keep

indemnified and saved harmless at all times the other Party
against any loss, Cost, expenses or damages suffered or incurred
by it, by reason of its failure to pay taxes, duties, etc which it is
obliged to pay pursuant to the provisions of this clause and / or
arising out of its failure to comply with its obligations under this
clause.
ISSUE
R0

TCE 4891A-H-500-004

(iii) The OWNER shall recover from the Contractor and / or adjust
from the Contract Price all taxes, duties, levies, charges, interest
and penalties and the like leviable and / or assessable on the
Contractor, its Sub-contractors or their employees but levied and /
or assessed on the OWNER as a representative assessee / agent
of the Contractor, its Sub-contractors or their employees, by all
municipal, local, state or national government authorities or any
other Government Instrumentality in connection with the Work and
supply of Goods in and outside of the Country.
(iv) Further the OWNER shall recover from the Contractor and / or
adjust from the Contract Price, simple interest at the rate of Short
term Prime lending Rate of State Bank of India from the date of
payment of all taxes, duties, levies, charges, interest and penalties
and the like leviable and / or assessable on the Contractor, its
Sub-contractors or their employees but levied and / or assessable
on the OWNER as a representative assessee / agent of the
Contractor, its Sub-contractors or their employees, by all
municipal, local, state or national government authorities or any
other Government Instrumentality in connection with the Work and
supply of Goods in and Outside of the Country where the Site is
located till the date of recovery and / or adjustment by the
OWNER.
3.18.2 Variation in Tax or Applicable Taxes or Introduction of New Taxes
(i) Any statutory variation in rate of applicable Indian taxes, duties,

levies etc. as set-forth in Schedule F1 of Volume – II “Schedule of
Prices” or any variation in applicable taxes or
interpretation/enforcement of the same or introduction of new
taxes or the introduction/amendment of any exemptions (other
than Direct taxes i.e. Income Tax, corporate tax etc), levied in
India, starting from 15 (fifteen) Days prior to the Closing Date for
submission of Bid but within the Guaranteed Completion Date of
Works, shall be to the account of the OWNER. Such adjustment
shall be limited to direct transactions between the OWNER and
the Contractor and no amounts shall be payable on account of
variation on taxes, duties and levies between the Contractor and
its sub vendors/Sub-contractors/suppliers.
ISSUE
R0

TCE 4891A-H-500-004

(ii) Any statutory variation on account of aforementioned factors shall

be reimbursed by OWNER to Contractor or by the Contractor to
the OWNER, as the case may be, against submission of
documentary evidence in support thereof. However, in case of
delay, from the originally prepared network Schedule, Schedule
and Guaranteed Completion Dates as may be relevant for the
computation thereof, due to reasons not attributable to the
OWNER, any statutory variation adverse to the OWNER over and
above those specified under Clause 3.18.2 and Schedule F1 of
Volume –II “Schedule of Prices” including Sales tax during the
delayed period shall be to the Contractor’s account and the
OWNER shall not be liable for the same in any manner
whatsoever.
(iii) The Contractor is obligated to keep the OWNER/OWNER’s

Representative notified of the aforesaid statutory variations within
15(fifteen) days of such variation coming into effect.
(iv) The Contract Price and other prices given in the Schedule F1 of
Volume II “Schedule of Prices” are based on the applicable tariff
as indicated by the Contractor in the Schedule of Prices. In case
this information subsequently proves wrong, incorrect or
misleading, the OWNER shall have no liability to reimburse/pay to
the Contractor the excess taxes, fees etc; if any finally
levied/imposed under the statutes except as provided in this
clause. However, if the taxes/fee levied/imposed are lower than
the amount indicated in the Schedule of Prices, the OWNER shall
be entitled to recover the difference from the Contractor.
3.18.3 Supply under Guaranties/Warranties
Not withstanding anything to the contrary contained in these General

Conditions of Contract, any taxes, duties and levies including the stamp
duty levied by the Government of India or any State Government in India
or local authorities or any Government Instrumentality or outside India on
the equipment and Materials to be provided by the contractor in
pursuance of any Guarantees/Warranties under the Contract including
any replacements and / or repairs to be carried out under such Guarantee
/ Warranty, which the Contractor is required to supply free of Cost to the
OWNER, shall be to the Contractor’s account.
3.18.4 Custom Duty – Contractor’s Equipment
ISSUE
R0

TCE 4891A-H-500-004

All custom duties and other levies, if any payable in India including any
state thereof or outside India, in respect of Contractor’s equipment which
may be imported by the Contractor for performing any portion of the
scope of Work, to be done in India and which are not envisaged to
become the property of the OWNER as per the terms of the Contract,
shall be to the Contractor’s account and the OWNER shall not be liable
for the same in any manner whatsoever.
3.18.5 EXIM-Deemed Export Benefits
(i) In accordance with the Export Import Policy of the Government of

India (EXIM Policy), Deemed Export benefits are available to
Indian Suppliers for supplies made to the Power Project in India
under the International Competitive Bidding (ICB) procedure. The
same may be considered by the Contractor in his price Bid.
Further in the course of performance of the Contract, if additional
benefits are declared by the Government of India, the same shall
be availed by the Contractor and the benefits shall be passed on
to the OWNER.
(ii) Contractor acknowledges that it has ascertained availability of

Deemed Export Benefits as per the current EXIM Policy and
acknowledges that it shall be solely responsible for obtaining such
benefits and that the OWNER shall not be liable to the Contractor
for the failure of the Contractor to receive the same in any manner
whatsoever.
(iii) The Contractor shall furnish to the OWNER within 15 (fifteen)

Days of the Commencement Date, all information required for
organising Project Authority/ Payment Certificate in terms of EXIM
Policy. The Project Authority/Payment Certificate will be organised
on this basis only and no subsequent change will be permitted.
OWNER shall not be liable to reimburse the Contractor any excise
duty in the event of the failure of the Contractor to provide the
OWNER the information pursuant to this clause. In addition,
where the OWNER organises such certificate, excise duty and
sales tax on such excise duty will not be reimbursed by the
OWNER to the Contractor.
(iv) It is expressly understood and agreed that no deviation to the

instructions given in this clause is permissible and in such an
event OWNER shall not be responsible or liable for any sales tax
paid on excise duty.
ISSUE
R0

TCE 4891A-H-500-004

(v) The Contractor shall disclose the import content in respect of

supply of Goods for which Deemed Export Benefits shall be
availed as part of the Schedule F1 of Volume-I “Schedule of
Prices”.
(vi) The OWNER shall not be responsible or liable in any manner

whatsoever for payment to the Contractor of any excise duty, if not
applicable, on Goods procured from within India by the Contractor
and the excise duty shall not form part of the sale price with
respect to transaction between the Contractor and the OWNER
and as such no sales tax will also be payable on the excise duty
component by the OWNER.
(vii) OWNER’s responsibility shall be limited to the organising of

necessary Project Authority Certificate provided the Contractor
has furnished to the OWNER information to above and making of
claims under duty drawback or refund of terminal excise duty and
obtaining the benefits thereof shall be the sole responsibility of the
Contractor/Sub-contractor and the OWNER shall not be liable in
any manner whatsoever.
3.18.6 Sales Tax-Forms
OWNER will issue in accordance with relevant legislations, the requisite

sales tax declaration forms to the Contractor in order to get the benefit of
any concession in the rate of sales tax. Further, in case of all Goods
identified by the Contractor and OWNER to be dispatched directly to the
Site from the vendors’ Work situated in the State different from the State
where the Site is located, the Contractor will effect sale in transit in
OWNER’s name.
3.18.7 Service Tax
In case any taxable service is provided by any Contractor who is a non-

resident or who does not have an office in India, then notwithstanding the
fact that OWNER may be the Person liable to pay Service tax, the
Contractor shall undertake to appoint a representative to whom monies
would be remitted by the Contractor to effect payment of such Service tax.
On the basis of documentary proof of such payment of tax, the OWNER

would be entitled to declare the particulars thereof in his service tax
return.
Value of such Services as set forth in the “Schedule of Prices and

Delivery” shall be deemed to be inclusive of such Service tax.
3.18.8 Withholding taxes

ISSUE
R0

TCE 4891A-H-500-004

The OWNER shall pay, out of the Contract Price, any withholding tax
charged by any Government Instrumentality including the Government of
India or any Indian State Government on the Contract or the performance
of the Work or supply of Goods pursuant to or under the Contract. The
OWNER shall furnish to the Contractor appropriate documentation /
certificates/ challans evidencing payment of any such withholding tax.
Should any tax benefit accrue to the Contractor in Country of the

Contractor / or OWNER by way of deduction as expenses or as tax credit
or otherwise against its tax liability, or on account of any taxes paid in
India by the OWNER pursuant to the Contract or any Applicable Law on
account of this Contract, the Contractor shall forthwith pay the same to
the OWNER. The Contractor agrees and undertakes to furnish to the
OWNER every year till the end of the period during which the Contractor
is entitled to any tax benefit in India or elsewhere pursuant to this clause
or completion of its tax assessment whichever, is later, a Certificate from
its independent Auditors or an independent certified public accountant
acceptable to the OWNER, the quantum of such tax benefit, if any, and
basis for arriving at such tax benefits.
3.18.9 Benefit of credit for tax
If, as a result of any agreement, whether existing or modified or signed in

future on avoidance of double taxation between the Government of India
and the Government of the Contractor’s Country or under any law, any tax
benefit shall accrue to the Contractor in Country of the Contractor or by
way of deduction as expenses or as tax credit or refund or otherwise
against its tax liability or on account of taxes, which are paid in India by
the OWNER pursuant to this Contract, the benefit of such credit,
deduction as expense or refund along with details shall be passed on to
the OWNER within 15 (fifteen) days of the receipt of such credit /
refund/deduction as expense or otherwise by the Contractor/expatriate.
The Contractor/its expatriates shall take immediate and appropriate action
for obtaining the admissible credit or refund from such Country’s
authorities and payment of the same to the OWNER. The Contractor
shall keep the OWNER informed about the same at all times. The
Contractor shall furnish on an annual basis, a certificate from an
independent Chartered Accountant confirming:
a) The amount of credit or refund or deduction as expense or

otherwise that may be due, if any, to it on account of tax paid by
the OWNER in India in respect of payments under the Contract to
the Contractor; and
b) Amount of credit or refund that may be obtained or deduction as

expense that may be permissible, if any, during the relevant
period.
ISSUE
R0

TCE 4891A-H-500-004

No such annual certificate is required with regard to expatriates’ tax credit

or refund. However, the Contractor will inform the OWNER of all such
credits or refunds obtained by its expatriates as aforesaid.
3.19 Employee Identification, Plant Site Security and Protection of Plant

Site
3.19.1 Contractor shall provide a method which shall be subject to the

reasonable approval of OWNER, of checking the employees of
Contractor, the Subcontractors, OWNER and OWNER's other suppliers
and Contractors in and out of the areas in which the Work is to be
performed under the Contract.
Contractor’s employees shall wear identification badges provided by the

OWNER’s Representative while on Work at Site.
3.19.2 Contractor shall be responsible for the security of the CHS Package and
the Site at all times and the Goods therein while the Work is being
performed or Goods are being supplied up to the earliest of:
a) Provisional Acceptance of CHS Package
b) The transfer of care, custody and control of the CHS Package as

a whole to OWNER with the concurrence of the OWNER, or
c) Termination of the Contract;
3.19.3 Contractor shall do all things necessary or expedient to protect any and all
parallel, converging and intersecting electric lines and poles, highways,
access or other roads, bridges, waterways, railroads, sewer lines, natural
gas pipelines, drainage ditches, culverts, fences, walls, and water lines,
power or communication cables or lines and any and all physical property
of others, from damage resulting directly or indirectly from performance of
the Work or in supply and transport of Goods. Without limiting the
generality of the foregoing, Contractor shall maintain the access roads to
the Site and all access roads within the Site, in good repair and passable
at all times as well as proper drainage system. In the event that any such
physical property is damaged or destroyed in the course of the
performance of the Work or in supply and transport of Goods, Contractor
at his cost shall rebuild, restore or replace such damaged or destroyed
physical property to full satisfaction of OWNER.
3.19.4 Contractor shall provide, and shall ensure that its Sub-contractors
provide, proper and ample protection from damage or loss to the CHS
Package, the Site, equipment and construction equipment during its
performance of the Work.
ISSUE
R0

TCE 4891A-H-500-004

3.19.5 In the event that any equipment / system / materials supplied by the
Contractor are damaged or destroyed for any reason prior to acceptance
of such equipment / system / materials, Contractor shall rebuild, restore or
replace the equipment / system / materials, subject to and in accordance
with the Contract including Specifications. All costs irrespective of
reimbursement of claims from Insurance shall be to Contractor’s account.
3.20 Royalties and License Fees
3.20.1 Contractor shall pay all required royalties and license fees with respect to
proprietary rights, intellectual property licenses and agreements, and shall
procure, as required, the appropriate proprietary rights, intellectual
property licenses and agreements, for Materials, methods, processes,
systems and Services incorporated into the CHS Package or the Project
or otherwise relating to the performance of the Work and thereafter for the
purpose of operation & maintenance of the Plant.
3.20.2 In performing the Work, Contractor shall not incorporate into the CHS
Package, or use in connection with the CHS Package or the performance
of the Work, any Materials, methods, processes, systems or service that
involve the use of any confidential information, intellectual property or
proprietary rights that OWNER does not have the right to use or
incorporate or which may result in claims or suits against OWNER,
Contractor or any subcontractor arising out of claims of infringement of
any third party domestic or foreign patent rights, copyrights, other
proprietary rights, or intellectual property rights, licenses or agreements,
or applications for any thereof, or rights of use of confidential information.
3.21 Commencement of the Work or Supply of Goods
Subject to the provisions of this section, Contractor shall commence the

Work or supply of Goods on the date as per sub-clause 9.2.
3.22 Releases and Waivers
3.22.1 At the time of each Scheduled Payment or portion thereof as per the
payment terms of Contract subject to Milestone Payment Schedule under
the Contract, the Contractor shall:
ISSUE
R0

TCE 4891A-H-500-004

a) Certify and provide to OWNER sufficient documentation (including,

without limitation, an interim lien waiver and release) in the form
prescribed by the OWNER to establish that all Materials and
equipment that comprise or will comprise as part of the CHS
Package, and all property of OWNER, are free from any and all
claims, liens, security interests or encumbrances in the nature of
mechanics, labour or Material or otherwise, arising out of or in
connection with performance by Contractor, or any Sub-contractor,
of the Work or supply of Goods under or pursuant to the Contract,
and
b) Provide, if requested by the Financing Parties prior to disbursement

of funds required to make such Scheduled Payments, copies of
such releases and waivers from Sub-contractors under Sub-
contracts each of value more than the amount specified by the
OWNER as are necessary to support Contractor’s certificate.
If any claim, lien, security interest or encumbrance is filed or notification of

withholding money for labour or material furnished under the Contract is
served on OWNER or any Party providing Real Estate for the Project,
OWNER may withhold (without being liable to the Contractor in any
manner whatsoever) from any Scheduled Payment or any other amount
payable to Contractor under the Contract or otherwise, an amount
sufficient to discharge any or all such liens or claims and, after 30 (thirty)
Days from the time a lien is filed or otherwise attaches or after 180 (one
hundred eighty) Days from the time a claim is made, may discharge such
lien or claim with the moneys withheld, whereupon for purposes of the
Contract such moneys shall be deemed to have been paid to Contractor
under the Contract on account of the next Scheduled Payment to become
due and payable.
In addition, Contractor shall deliver to OWNER a copy of a final release,

assignment and waiver of all liens, in the form prescribed by the OWNER
from each Sub-contractor that would otherwise have had the right to place
a lien or encumbrance on any Materials and equipment that comprise or
will comprise a part of the CHS Package, or any property of OWNER, on
the payment date next following the date on which final payment to such
Sub-contractor is made.
3.22.2 Further more prior to final acceptance / Take-over, Contractor shall

provide to OWNER final releases and waivers in the appropriate form
acceptable to the OWNER of all liens, charges and encumbrances of
whatever nature, legal and equitable, against OWNER, the CHS
Package, the Project, the Site and all other Project property and
equipment arising out of or in connection with the Work performed or
Goods supplied under the Contract.
ISSUE
R0

TCE 4891A-H-500-004

3.22.3 Notwithstanding anything to the contrary contained herein above, if

Contractor fails to deliver any required release or waiver whether of the
Contractor or a Subcontractor, Contractor may provide to OWNER, in lieu
thereof, a bond or stand by letter of credit in form and content acceptable
to OWNER, to fully indemnify OWNER against any loss resulting from
claims, liens or other interests of the Contractor or such Sub-contractor,
and OWNER shall draw on such bond or stand by letter of credit as the
case may be to satisfy the Contractor’s or such Sub-contractor's claim,
lien or other interest prior to exercising OWNER's set-off rights under the
Contract.
3.23 Further Assurances
Contractor shall execute and deliver all further Documents and

instruments, and provide such further assistance, including assistance to
OWNER in filing a notice of completion with the appropriate state and
local and other Government Instrumentalities and recording offices, that
may be necessary or desirable in the reasonable opinion of OWNER to
complete performance of the Work or supply of Goods or to effectuate the
purposes or intent of the Contract.
Any item not specifically described in the contract shall be provided by the
Contractor if the providing of such additional item is necessary in order for
Contractor to satisfy Performance Guarantees and the Warranties and to
make the plant complete in all respects and to make the Plant safely and
reliably operable and capable of performing efficiently and smoothly as
specified in the Contract. Work undertaken and additional items provided
pursuant to this sub-clause shall not give rise to any adjustment in the
Contract Price.
3.24 Standard for Supplies and Performance
3.24.1 Without limiting any other provision of Contract including Specifications,

Contractor shall perform the Work and cause his Sub-contractors to
manufacture and supply or perform their Work hereunder in accordance
with Good Engineering Practices and standards of professional care, skill,
diligence and competence generally accepted in the independent power
industry applicable to engineering and construction and Project
management practices for power stations of similar size and type as the
CHS Package that are intended to have a 30 (thirty) year useful life when
operated in accordance with the Operating Manuals, all Applicable Laws,
all Applicable Permits, Prudent Utility Practices, all Manufacturer's and
vendor's guarantees and Warranties, all applicable insurance policies, the
safety precautions set forth in this section and the provisions of Contract
including Specifications.
ISSUE
R0

TCE 4891A-H-500-004

3.24.2 Contractor shall arrange and ensure that all design, engineering,
fabrication, manufacture, construction, installation, commissioning, start-
up and testing work requiring certification from any Government
Instrumentality are properly certified.
3.25 Compliance with Applicable Laws
Contractor shall comply with and require the Sub-contractor to comply

with and shall cause the CHS Package and all components thereof
(including the design, engineering, procurement, manufacture, fabrication,
supply, erection, construction, commissioning, start-up, testing, operation,
maintenance and repair of the CHS Package) and the performance of the
Work or supply of Goods, to comply, or be capable of complying,
including after Final Acceptance, with all Applicable Laws and Applicable
Permits as they may be in effect from time to time during Contractor's
performance of Work under the Contract up to date of Final Acceptance,
assuming OWNER has met his obligations, and thereafter if and so long
as Contractor shall have obligations under the Contract.
3.26 Fire Protection
3.26.1 The Work procedures that have to be used during the erection shall be
those, which minimize fire hazards to the extent practicable. Combustion
materials, combustible waste and rubbish shall be collected and removed
from the Site at least once each Day. Fuels, oils and volatile of flammable
Materials shall be stored away from the construction and equipment and
material storage areas in safe containers. Untreated canvas, paper,
plastic or other flammable flexible Materials shall not at all be used at Site
for any other purpose unless otherwise specified. If any such Materials
are received with the equipment at Site, the same shall be removed and
replaced with acceptable material before moving into the construction or
storage area.
3.26.2 Similarly corrugated paper fabricated cartons, etc. will not be permitted in
the construction area either for storage or for handling of Materials. All
such Materials used shall be of waterproof and flame resistant type.
All other Materials such as working Drawings, plans, etc. which are
combustible but are essential for the Works to be executed shall be
protected against combustion resulting from welding sparks, cutting
flames and other similar fire sources.
3.26.3 All the Contractor’s supervisory personnel and sufficient number of

workers shall be trained for fire fighting and shall be assigned specific fire
protection duties. Enough of such trained personnel must be available at
the Site during the entire period of the Contract.
ISSUE
R0

TCE 4891A-H-500-004

3.26.4 The Contractor shall provide enough fire protection equipment of the
types and in enough numbers for the ware-houses, office, temporary
appropriate structures, labour colony area, etc. Access to such fire
protection equipment, shall be easy and be kept open at all times.
3.27 Contractor's Equipment and Owner’s rights thereof
3.27.1 The Contractor shall provide all Contractor's equipment necessary to

perform the Work and complete the Works. All Contractor's equipment
shall, when brought on to the Site, be deemed to be exclusively intended
for the execution of the Works and performance of Services. The
Contractor shall not remove from the Site any such Contractor's
Equipment without the consent of the OWNER / OWNER's
Representative. The Contractor shall nevertheless be solely liable and
responsible for any loss or destruction thereof and damage thereto.
3.27.2 The OWNER shall have lien on such goods for any sum or sums, which
may at any time be due or owing to him by the Contractor, under, in
respect of or by reasons of the Contract. After giving a fifteen (15) Days
Notice in Writing of his intention to do so, the OWNER shall be at liberty to
sell and dispose of any such goods, in such manner as he shall think fit
including public auction or private treaty and to apply the proceeds in or
towards the satisfaction of such sum or sums due as aforesaid.
3.28 Access Route
The Contractor shall be deemed to have satisfied himself as to the

suitability and availability of the access routes he chooses to use. The
Contractor shall (as between the Parties) be responsible for the
maintenance of access routes. The Contractor shall provide any signs or
directions, which he may consider necessary for the guidance of his staff,
labour and others. The Contractor shall obtain any permission that may
be required from the relevant authorities for the use of such routes, signs
and directions.
The OWNER will not be responsible for any claims which may arise from
the use or otherwise of any access route. The OWNER does not
guarantee the suitability or availability of any particular access route, and
will not entertain any claim and shall not be liable for any non-suitability or
non-availability for continuous use during construction of any such route.
3.29 Rights of Way and Facilities and Extraordinary Traffic
ISSUE
R0

TCE 4891A-H-500-004

3.29.1 The Contractor shall bear all costs and charges for special or temporary
rights-of-way required by him for access to the Site. The Contractor shall
also provide, at his own cost, any additional facilities outside the Site
required by him for the purposes of the Works or Services. Contractor
shall carry out a detailed route survey for assessment of transportation of
heavy and large equipment to Site.
3.29.2 The Contractor shall, whenever required by the OWNER I OWNER's

Representative, provide in Writing, for information, a detailed description
of the arrangements and methods, which the Contractor proposes to
adopt for the supply of Goods, execution of the Works and performance of
Services.
No significant alteration to the programme, or to such arrangements and

methods, shall be made by the Contractor without informing the OWNER /
OWNER's Representative. If the progress of the work does not conform to
the programme, the OWNER’s Representative may instruct the
Contractor to revise the programme, showing the modifications necessary
to achieve completion within the time for completion. Providing such
information to the OWNER / OWNER’s Representative shall however not
relieve the Contractor from any of its responsibilities.
3.29.3 Extraordinary traffic
The Contractor shall use all reasonable endeavours to prevent damage to

any of the highways or bridges on the routes to the Site by any traffic of
the Contractor or its Subcontractors. If and to the extent that such a
damage is caused to any highway or bridges by the Contractor or its Sub-
contractors, the Contractor shall immediately take remedial measures to
make good such damages/losses at its own expense.
3.29.4 Special Loads
Should the Contractor consider that the moving of one or more loads of
CHS Package or Contractor’s Equipment is likely to damage any highway
or bridge unless special protection or strengthening is carried out, then
the Contractor shall before moving the load submit to the relevant
competent authority its proposals as to moving the load, including details
of the weight and other particulars of the load to be moved and execute its
proposal for protecting or strengthening and shall obtain permission from
such authorities for such movement.
3.29.5 Extraordinary traffic Claims
ISSUE
R0

TCE 4891A-H-500-004

If the OWNER shall receive claim in respect of damage or injury to

highways or bridges arising out of supply of Goods or execution of the
Work, it shall immediately report the claim to the Contractor. The
Contractor shall then negotiate the settlement of and pay all sums due in
respect of such claim and shall reimburse to the OWNER all Costs,
charges and expenses incurred by the OWNER in relation thereto.
3.29.6 Non-interference with Local Traffic
The Contractor shall take all such measures as may be reasonably

necessary to ensure that its arrangements and those of its Sub-
contractors with respect to the transport of Goods, Material and labour to
the Site do not interfere with local traffic in the vicinity of the Site and
where such interference is unavoidable shall make such special
arrangements as may be reasonably required to minimise the effect of
such interference.
3.30 Matters Affecting Execution of the Works or Supply of Goods
The Contractor shall be deemed to have satisfied himself as to the

correctness and sufficiency of the Contract Price. Unless otherwise
expressly agreed or provided in the Contract, the Contract Price shall
cover performance of all of the Contractor’s obligations, supply of Goods
and Work under the Contract (including those under provisional sums, if
any) and all things necessary or required for correct engineering the
proper design, execution and completion of the Works in all respects and
the remedying of defects and deficiencies, if any in accordance with Good
Engineering Practices and Prudent Utility Practices.
3.31 Insurance
Contractor shall obtain and maintain all insurance required to be obtained

by Contractor as per the Contract including clause no. 6.0 hereof.
3.32 Schedule for supply of Goods / Work
3.32.1 Milestones
ISSUE
R0

TCE 4891A-H-500-004

Time is of the essence and those obligations of Contractor referred to as

"Milestones" herein shall be accomplished on or before the dates fixed
therefor in the milestone / Schedule as proposed by the Contractor in
Schedule F2 of Volume-II “Overall Time Schedule” and approved by
OWNER or in the event only a Month is specified therefor, on or before
the last day of such Month. If any major milestone is not completed on or
before the respective date or last Day of the respective Month indicated,
as the case may be, then, and in addition to any other rights which
OWNER may have under this Contract, OWNER shall be excused from
making any further payments to Contractor of the Contract Price until
such time as all milestones which have not been completed on the Date
required have been properly completed. If Contractor believes that any
milestone may not be or has not been completed by the date required it
shall forthwith give Written Notice thereof to OWNER specifying the
reason thereof and what remedial action Contractor proposes to take.
The Contractor guarantees to the OWNER that the Contractor shall

supply Goods or perform the Work and complete the Works in a timely
manner so that all the CHS System achieves Provisional Acceptance on
or before Guaranteed Completion Dates under the Contract.
3.32.2 Priority of Supply of Goods / Work
The designation herein of certain obligations of Contractor as milestones

shall not reduce or in any way or manner dilute the responsibility of
Contractor to complete the Work in the shortest practicable time. To this
end, Contractor shall give the supply of Goods / Work the highest priority;
that is, no other job of Contractor shall take precedence over the Supply
of Goods or Work nor shall Contractor make any allocation of its
resources, which would have the effect of delaying the timely performance
of the Work or supply of Goods.
3.32.3 Maintenance of Schedule and Milestone Schedule
If Contractor is not performing the Work or supply of Goods at a rate

which will maintain the Schedule or the Milestone Schedule, Contractor
shall at its expense cause Contractor’s personnel, to work such overtime
and furnish such additional personnel and construction equipment and
resources as may be required to comply with the Schedule or the
Milestone Schedule (as the case may be).
3.33 Work and Safety Regulations
ISSUE
R0

TCE 4891A-H-500-004

3.33.1 The Contractor shall ensure proper safety of all the workmen, Materials
and equipments belonging to him or to OWNER or to others, working at
the Site. The Contractor shall also be responsible for provision of all
safety notices and safety equipment required both by the relevant
legislations and the OWNER’s Representative, as he may deem
necessary.
3.33.2 The Contractor shall notify well in advance to the OWNER’s

Representative of his intention to bring to the Site Container filled with
liquid or gaseous fuel or explosive or petroleum substance or such
chemicals, which may involve hazards. The OWNER’s Representative
shall have the right to prescribe the conditions, under which such
container is to be stored, handled and used during the performance of the
Work and the Contractor shall strictly adhere to and comply with such
instructions.
The OWNER’s Representative shall have the right at his sole discretion to
inspect any such container or such construction plant/equipment for which
Material in the Container is required to be used and if in his opinion, its
use is not safe, he may forbid its use. No claim due to such prohibition
shall be entertained by the OWNER and the OWNER shall not entertain
any claim of the Contractor towards additional safety provisions /
conditions to be provided for / constructed as per OWNER’s
Representative’s Instructions.
3.33.3 Where it is necessary to provide and / or store petroleum products or

petroleum mixtures and explosives, the Contractor shall be responsible
for carrying out such provision and / or storage in accordance with the
rules and regulations laid down in Petroleum Act 1934, Explosives Act
1948, and Petroleum and Carbide of Calcium Manual Published by the
Chief Inspector of Explosives of India as well as other relevant and
Applicable Laws, rules and regulations. All such storage shall have prior
approval of the OWNER’s Representative. In case, any approvals are
necessary from the Chief Inspector (Explosives) or any statutory
authorities, the Contractor shall be responsible for obtaining the same.
3.33.4 All equipment used in construction and erection by Contractor or his Sub
contractors shall meet Indian and International Standards of safety and
where such standards do not exist, the Contractor shall ensure these to
be absolutely safe. All equipment shall be strictly operated and
maintained by the Contractor or his Sub contractors in accordance with
Manufacturer’s operation manual and safety instructions and as per
Guidelines and Rules of the OWNER in this regard.
ISSUE
R0

TCE 4891A-H-500-004

3.33.5 Periodical Examinations and all Test for all lifting/hoisting equipment and
tackles shall be carried out in accordance with the relevant provisions of
Factories Act 1948, Indian Electricity Act 2003 and all relevant Law/Rules
in force from time to time. A register of such examinations and Test shall
be properly maintained by the Contractor and will be promptly produced
as and when desired by OWNER’s Representative or by the Person
authorised by him.
3.33.6 The Contractor shall be fully responsible for the safe storage of his and
his Sub-contractor’s radioactive sources in accordance with Bhabha
Atomic Research Center/ Department of Atomic Energy Rules and other
applicable provisions. All precautionary measures stipulated by
BARC/DAE in connection with use, storage and handling of such material
will be taken by Contractor.
3.33.7 The Contractor shall provide suitable safety equipment of prescribed

standard to all employees and workmen according to the need, as may be
directed by OWNER’s Representative who will also have right to examine
these safety equipment to determine their suitability, reliability,
acceptability and adaptability.
3.33.8 Where explosives are to be used, the same shall be used under the direct
control and supervision of an expert, experienced, qualified and
competent Person strictly in accordance with the Code of Practices/Rules
framed under relevant laws, rules and regulations not restricted to Indian
Explosives Act pertaining to handling, storage and use of explosives.
3.33.9 The Contractor shall provide safe working conditions to all workmen and
employees at the Site including safe means of access, railings, stairs,
ladders, scaffoldings, etc. The scaffoldings shall be erected under the
control and supervision of and experienced and competent Person. For
erection, good and standard quality of material only shall be used by the
Contractor.
3.33.10 The Contractor or his Sub contractors shall not interfere or disturb electric
fuses, wiring and other electrical equipment belonging to the OWNER or
other Contractors under any circumstance, whatsoever, unless expressly
permitted in Writing by the OWNER to handle such fuses, wiring or
electrical equipment.
3.33.11 Before the Contractor or his Sub contractors connects any electrical
appliances to any plug or socket belonging to the other Contractor or
OWNER, he shall:
a) Satisfy the OWNER’s Representative that the appliance is in good

working condition.
ISSUE
R0

TCE 4891A-H-500-004

b) Inform the OWNER’s Representative of the maximum current rating,

voltage and phases of the appliances;
c) Obtain permission of the OWNER’s Representative detailing the

sockets to which the appliance may be connected.
3.33.12 The OWNER’s Representative will not grant permission to connect until
he is satisfied that:
a) The appliance is in good condition and fitted with a suitable plug.
b) The appliance is fitted with a suitable cable having two earth

conductors, one of which shall be an earthed metal sheath
surrounding the cores.
3.33.13 No electric cable used by the other Contractor/OWNER will be disturbed

without prior permission. No weight of any description will be imposed on
any cable and no ladder or similar equipment will rest against or attached
to it.
3.33.14 No repair work shall be carried out on any live equipment. The equipment
shall/must be declared safe by OWNER’s Representative and a permit to
Work shall be issued by OWNER’s Representative before any repair work
is carried out by the Contractor or his Sub contractors. While working on
electric lines/equipments whether live or dead, suitable type and sufficient
quantity of tools will have to be provided by Contractor or his
Subcontractors to electricians/workmen/officers.
3.33.15 The Contractor shall employ necessary number of qualified, full time
Electricians/Electrical Supervisors to maintain his temporary electrical
installations.
3.33.16 The Contractor employing more workmen than specified under Factories
Act 1948 whether temporary, casual, probationer, regular or permanent or
on Contract, shall employ at least required numbers of full time officers
exclusively as Safety Officer to supervise the safety aspects of the
equipment and workmen who will coordinate with the Project Safety
Officer and OWNER’s Representative. In case of Work being carried out
through Sub-contractors, the Sub-contractor’s workmen/employees will
also be considered as the Contractor’s workmen/employees for above
purpose.
The name and address of such Safety Officers of Contractor will be

promptly informed in Writing to OWNER’s Representative with a copy to
Safety officer-in-charge before he starts Work or immediately after any
change of the incumbent is made during currency of the Contract.
ISSUE
R0

TCE 4891A-H-500-004

3.33.17 In case any accident occurs during the construction/ erection or other
associated activities undertaken by the Contractor thereby causing any
minor, major or fatal injuries to his employees due to any reason,
whatsoever, it shall be the responsibility of the Contractor to promptly
inform the same to the OWNER’s Representative in prescribed form and
also to all the authorities envisaged under the Applicable Laws.
3.33.18 The OWNER’s Representative shall have the right at his sole discretion to
stop the Work or supply of Goods, if in his opinion the Work or supply of
Goods is being carried out in such a way that it may cause accidents and
endanger the safety of the persons and/or property, and/or equipment. In
such cases, the Contractor shall be informed in Writing about the nature
of hazards and possible injury/accident and he shall comply with the
instructions of the OWNER’s Representative including removal of
shortcomings promptly. The Contractor after stopping the specific Work
or supply of Goods, can, if felt necessary, appeal against the order of
stoppage of Work within 3 (three) Days of such stoppage of Work and
OWNER’s decision in this respect shall be conclusive and binding on the
Contractor.
3.33.19 The Contractor shall not be entitled for any damages/compensation for
stoppage of Work or supply of Goods due to safety reasons as provided
in clause 3.33.18 above and the period of such stoppage of Work will not
be taken as an extension of time for completion of Work or supply of
Goods and will not be the ground for waiver of levy of Liquidated
Damages,
3.33.20 The Contractor and his Sub contractors shall follow and comply with all
Safety Rules, relevant provisions of Applicable Laws pertaining to safety
of workmen, employees, CHS Package and equipment as may be
prescribed from time to time without any demur, protest or contest or
reservation.
3.33.21 Safety Programme and Policy
Contractor shall, and shall cause all Sub-contractors to, implement and
administer a safety program for the CHS Package, subject to the
approval of the OWNER (which shall not be unreasonably withheld),
which shall include:
a) Development of a safety manual (the “Safety Manual”) establishing

safety guidelines and requirements for Contractor, Sub-contractor
(including a fall prevention program). Copies of this manual shall be
provided to OWNER and OWNER’s Representative immediately
upon its development as per Document Distribution Schedule of
Section C12 of Volume-II and Contractor shall incorporate into such
Safety Manual any and all reasonable comments of OWNER;
ISSUE
R0

TCE 4891A-H-500-004

b) Conducting of weekly safety meetings with the employees and

agents of OWNER, Contractor, Sub-contractor and OWNER’s other
Contractors and their Sub-contractors;
c) Development, implementation and enforcement of procedures for

advising employees and agents of OWNER, Contractor, Sub-
contractor and OWNER’s other Contractors and their Sub-
contractors of, and correction of, safety violations and deficiencies;
d) Taking of all other actions necessary to provide a safe Work

environment in accordance with Applicable Laws and Applicable
Permits. Contractor shall take all reasonable precautions for the
safety of, and shall provide all reasonable protection to avoid
damage, injury or loss to:
(i) All persons employed by the OWNER, Contractor and its Sub-
contractors and OWNER’s other Contractors and their Sub-
contractors in connection with the Work or supply of Goods or
OWNER and its Contractors and Sub-contractors (whether in
the performance of their obligations under the Contract or
otherwise) and all other persons who may be affected by the
performance of the Work or supply of Goods or any of such
persons.
(ii) All supplies used in connection with the CHS Package and all
equipments to be incorporated into the CHS Package,
whether in storage on or off the Site under the care, custody
or control of OWNER, Contractor, any Sub-contractor or
OWNER’s other Contractors and their Sub-contractors.
e) At all times (including during Commissioning, start-up, testing and

Initial Operation, Reliability Operation and Tests before Final Take
Over including Performance Tests) Contractor shall require all Sub-
contractors working on or supplying equipments or construction
equipment to the Site to comply with all safety requirements in effect
at all such times and of all Applicable Laws and Applicable Permits.
Contractor shall, and shall cause the Sub-contractors to, comply
with all Applicable Laws and Applicable Permits.
3.34 Additional Obligations of Supply Contractor
The Supply Contractor shall fulfil the following additional obligations:
3.34.1 Country of Origin
All Goods supplied under the Contract shall have their origin in the eligible
countries and territories.
ISSUE
R0

TCE 4891A-H-500-004

For purposes of this Clause, “origin” means the place where the Goods
where mined, grown, produced or manufactured and from where services
are supplied. Goods are produced when, through manufacturing,
processing, or substantial and major assembly of components, a
commercially recognised new product results that is substantially different
in basic characteristics or in purpose or utility from its components.
The origin of Goods is distinct from the nationality of the Supply

Contractor.
3.34.2 Packing
The Supply Contractor shall provide such packing of the Goods’ as is

required to prevent their damage or deterioration during transit to Site, as
indicated in the Contract. The packing shall be sufficient to withstand,
without limitation, rough handling during transit and exposure to extreme
temperatures, salt and precipitation during transit, and open storage.
Packing case size and weights shall take into consideration, where
appropriate, the remoteness of the Goods’ final destination and the
absence of heavy handling facilities at all points in transit.
The packing, marking, and documentation within and outside the

packages shall comply strictly with such special requirements as shall be
expressly provided for in the Contract, including additional requirements, if
any, in any subsequent instructions ordered by the OWNER.
The Contractor wherever applicable shall, after proper painting, pack and
create all equipment for sea shipment in a manner suitable for export to a
tropical, humid climate region in accordance with internationally accepted
export practices and in such manner so as to protect it from damage and
deterioration in transit by road, rail and or sea and during storage at the
Site till the time of erection. The Contractor shall be held responsible for
all damages due to improper packing.
3.34.3 Spares
(i) All the spares for the equipment under the Contract provided by
the Supply Contractor will strictly conform to the Specifications.
(ii) All the mandatory (essential) spares covered under the Contract
shall be delivered by the target date for completion of delivery of
the mandatory spares at Project Site as per agreed despatch
schedule but in no case earlier than 2 (two) Months prior to
scheduled Date of completion of CHS Package.
ISSUE
R0

TCE 4891A-H-500-004

(iii) All erection and Commissioning spares shall be delivered at the

Site at least three (3) Months prior to Schedule of erection of the
equipment.
(iv) The quality plan and the inspection requirement finalised for the
main equipment will also be applicable to the corresponding
spares.
(v) The Supply Contractor will provide the OWNER with the
manufacturing Drawings, catalogues, assembly Drawings and any
other information Document required by the OWNER so as to
enable the OWNER to identify the recommended spares and
identify the quality thereof. Such details will be furnished to the
OWNER as soon as they are prepared but in any case not later
than 6 (six) Months prior to commencement of manufacture of the
corresponding main equipment and within 30 (thirty) Days from
the date of request by the OWNER. The OWNER will have
access to manufacturing drawings to determine the need and
quality of spares.
(vi) The offer for recommended spares shall be valid upto 12 (twelve)
Months after receipt of above information/Documents.
(vii) The delivery of recommended spares will be effected by the

Supply Contractor in line with the Specifications, provided the
order is placed by the OWNER within such validity period of those
spares.
(viii) The Supply Contractor will provide the OWNER with all the
addresses and particulars of his Sub-suppliers while placing the
order on vendors for items/components/equipment covered under
the Contract and will further ensure with his vendors that the
OWNER, if so desires, will have the right to place order for spares
directly on them on mutually agreed terms based on offers of such
vendors.
(ix) Warranty for Spares
The Supply Contractor warrants:
a) That all spares supplied will be new and in accordance with

the Contract Document and will be free from defects in
design, Material and workmanship and shall further
Guarantee as under:
ISSUE
R0

TCE 4891A-H-500-004

b) In case of any failure in the original component/equipments

due to faulty designs, Materials and workmanship, the
corresponding spare parts if any, supplied will be replaced
without any extra cost to the OWNER unless a joint
examination and analysis by the OWNER and the Supply
Contractor of such spare parts prove that the defect found
in the original part that failed can safely be assured not to
be present in spare parts.
c) In addition to the spares recommended by the Supply

Contractor, if the OWNER further identifies certain
particular items of spares the Supply Contractor will submit
the prices and delivery quotation for such spares within
thirty (30) Days of receipt of such request with a validity
period of 6 (Six) Months for consideration by the OWNER
and placement of order for additional spares if OWNER so
desires.
d) The long term availability of spares to the OWNER for the

full life of the equipment covered under the Contract and
that before going out of production of spare parts of the
equipment covered under the Contract, he and his Sub
Contractors shall give the OWNER at least 12(Twelve)
Months advance notice so that the latter may order his bulk
requirements of spares, if he so desires. The same
provision will also be applicable to Sub-contractors.
Further, in case of discontinuance of manufacture of any
spares by the Supply Contractor or his Sub-contractors, the
Supply Contractor or his Sub-contractors, will provide the
OWNER, 2 (two) years in advance, with full manufacturing
Drawings, material specifications and technical information
required by the OWNER for the purpose of manufacture of
such items and also the right to manufacture such spares
for his own requirements.
e) Further in case of discontinuance of supply of spares by

the Supply Contractor or his Sub-contractors, the Supply
Contractor will provide the OWNER with full information for
replacement of such spares with other equivalent makes, if
so required by the OWNER.
f) Notwithstanding the above, the Contractor shall be

responsible for supply of spares for the lifetime of the CHS
Package at reasonable prices.
ISSUE
R0

TCE 4891A-H-500-004

(x) The Supply Contractor will indicate the delivery period of the
spares, which the OWNER may procure in accordance with this
clause.
(xi) In case of emergency requirements of spares, the Supply

Contractor would make every effort to expedite the manufacture
and delivery of such spares on the basis of mutually agreed time
Schedule.
(xii) In case the Supply Contractor fails to supply the mandatory,

recommended or long term spares on the terms stipulated above,
the OWNER shall be entitled to purchase the same from the
alternate sources at the risk and the cost of the Supply Contractor
and recover from the Supply Contractor, the excess amount paid
by the OWNER over the rates as per the Contract. In the event of
such risk purchase by the OWNER, the purchases will be as per
the Works and procurement policy of the OWNER prevalent at the
time of such purchases and OWNER at his option may include a
representative from the Supply Contractor in finalising the
purchases.
(xiii) It is expressly understood that the final settlement between the

parties in terms of relevant clauses of the Tender Document shall
not relieve the Supply Contractor of any of his obligations under
the provision of long term availability of spares and such
provisions shall continue to be enforced till the expiry of 30(thirty)
years period reckoned from the scheduled date of completion of
Trial Operation of the CHS Package and equipment unless
otherwise discharged expressly in writing by the OWNER.
4.0 SUB-CONTRACTORS
4.1 Subcontractors and Suppliers
4.1.1 All vendors, suppliers, and Sub-contractors providing equipment,

Materials, construction equipment, or Services to Contractor under a
Subcontract purchase order or similar purchase form or arrangement with
Contractor for the performance of the Work or supply of Goods under this
Contract are herein referred as "Sub-contractors", and any such sub-
contracts, purchase orders and similar purchase forms and arrangement
entered into by or on behalf of Contractor with Sub-contractors are herein
referred to as "Subcontracts" provided that none of OWNER's other
Contractors or their subcontractors shall be deemed to be
subcontractors under the Contract of the Contractor.
ISSUE
R0

TCE 4891A-H-500-004

The Contractor shall be obligated to select Subcontractors it retains in

connection with the performance by Contractor of the Work or supply of
Goods from a subcontractors list, which would be finalised and approved
by the OWNER on or before issue of Notice to Proceed by the OWNER to
the Contractor. OWNER and Contractor may by mutual agreement add to
or delete from such list from time to time and approve any successor or
replacement of any person listed on such list or any other vendor,
supplier, material-man, Consultant or Subcontractor. Also prior approval
of the OWNER has to be taken before subcontracting major Work (in the
Electrical, instrumentation & control and mechanical areas) with regard to
construction, installation, erection and commissioning activities.
4.1.2 The Contractor shall be solely liable for the performance of the
subcontract work by his Subcontractors, for any and all liabilities arising
there from and shall hold the Owner/Project Manager indemnified and
harmless there against. None of the subcontractors of the Contractor
shall have any contractual relationship with the Owner, nor shall they be
entitled to raise any claims against the Owner/Project Manager. All the
subcontracts of the Contractor shall be subject to assignment to the
Owner upon his written request.
4.1.3 Contractor shall provide to OWNER un-priced copy of all Sub Contracts
and other such information concerning the Subcontractors as OWNER
may from time to time reasonably request and shall ensure that each
Subcontract contains provisions in all material respects not less stringent
than the provisions of the Contract and shall include terms and provisions
required to be included pursuant to the Contract. In the event of
termination of the Contract under clause no. 15.2 or clause no. 16.2,
Contractor shall forthwith deliver to OWNER a copy of each Subcontract.
4.1.4 Each Subcontract shall contain a price list (which shall be binding to the
extent reasonably feasible for a period of three years from the date of
Take-over) covering all recommended spare parts and replacement parts
pertaining to the subject matter of such Subcontract. Each Subcontract
shall contain a certification by the Subcontractor analogous to
Contractor's specific indemnification and patent and copyright
indemnification as per clause no. 17.2 and 17.3.
4.1.5 Contractor shall supervise and direct the Work of all Subcontractors and
shall be responsible for all supply of Goods, design; engineering;
procurement; manufacturing; transportation; delivery; fabrication;
construction; erection; installation; commissioning; start-up, Initial
Operation, Reliability (trial) Operation and Tests before Taking over
including Performance Tests; maintenance, repair; methods; techniques;
sequences and procedures of and for co-ordinating the work of
Subcontractors.
ISSUE
R0

TCE 4891A-H-500-004

4.1.6 If Contractor fails to correct, or commence to correct and execute the

correction with due diligence of deficient or defective Work performed by
any Subcontractor within 7 (seven) days, after receipt by Contractor of a
notice from OWNER/PROJECT MANAGER with respect thereto,
OWNER/ PROJECT MANAGER may (but shall not be obligated to), after
7 (seven) days following receipt by Contractor of an additional notice, and
without prejudice to any other right or remedy take all reasonable steps to
remedy such defective or deficient Work at risk and Cost of Contractor.
4.1.7 Contractor shall require all Subcontractors to perform the Subcontracts in

accordance with the relevant requirements of the Contract including
Specification, all Applicable Laws, Applicable Permits, Prudent Utility
Practice, Good Engineering Practices, and all Warranties of Vendors and
Manufacturers and all insurance policies relating to the CHS Package or
the supply of Goods or the Work.
4.1.8 Contractor shall be solely responsible for paying each Subcontractor and
any other Person to whom any amount is due from Contractor for
Services, equipment, construction, equipment, Materials or supplies
otherwise related to or in connection with the CHS Package or the Work
or supply of Goods. Contractor shall take all reasonable steps and actions
to ensure that such Services, equipment, construction equipment,
Materials and supplies and the like have been or will be received,
inspected and approved and that such Services have been or will be
properly performed.
4.1.9 In performing the duties incidental to its responsibilities hereunder,

Contractor shall issue to the Subcontractors such directives and impose
such restrictions as may be required to obtain such compliance herewith
and with the terms of the subcontracts.
4.2 Sub-Contractors and Manufacturer Warranties
4.2.1 Contractor shall, for the protection of OWNER, obtain from all
Subcontractors, including all vendors, and Manufacturers of equipment,
all the required Warranties on all Goods and other items used in
connection with the performance of the Work or incorporated in or forming
part of the CHS Package (other than minor items), and such Warranties
shall not be amended, modified or otherwise discharged without the prior
written consent of OWNER. Warranties shall be in the joint names of
OWNER and Contractor. Such Warranties shall nevertheless and at all
times meet the minimum requirements stipulated in the Contract. Also the
liability on account of Latent Defects, which are applicable to the
Contractor, shall be similarly applicable to all the Sub-contractors of
Contractor.
ISSUE
R0

TCE 4891A-H-500-004

4.2.2 Contractor shall obtain from each of approved Subcontractor and each
Subcontractor that is a party to, a Subcontract pursuant to which
engineered equipment is to be provided, Warranties, which cover a period
of not less than 24 (twenty four) Months from the date of Take-over of the
CHS Package. Contractor shall obtain additional Warranties if required
by the Contract including Specifications.
4.2.3 Contractor shall obtain from each Subcontractor who is party to a

Subcontract pursuant to which off-the shelf equipment is to be supplied or
purchased (whether or not such equipment is engineered equipment), the
best Guarantee or Warranty commercially available.
4.2.4 OWNER shall be entitled to receive all benefits and proceeds (including
damages and rebates) paid by or on behalf of any subcontractor pursuant
to any Warranty. Neither Contractor nor its Subcontractors, nor any
person under the control of either thereof, shall take any action which
could release, void, impair or waive any Warranty on equipment,
Materials, items, Goods or Services relating to the CHS Package or the
Work.
4.2.5 Nothing in this clause shall derogate from the obligations of Contractor to
provide the Guarantees and Warranties described in, and to comply with
the provisions of clause no. 11.0 and 12.0 of these General Conditions of
Contract.
4.2.6 Contractor shall, on its part based on, professional judgement enforce all
Warranties provided by the Subcontractors to the fullest extent thereof till
such time they are transferred to the OWNER pursuant to sub-clause
4.2.7 below.
4.2.7 Upon the expiration or termination of any of the Warranties provided by

Contractor pursuant to the Contract or termination of the Contract for any
reason whatsoever, the Contractor shall assign, and hereby assigns,
effective as of such date, or otherwise make available, to OWNER all of
Contractor's rights under all such Subcontractor Warranties (except to the
extent Contractor has therefore provided Warranty services to OWNER
and is enforcing Contractor's rights with respect to such Services under
the applicable Subcontractor Warranty) and shall deliver to OWNER
copies of all Contracts providing for such Warranties.
4.2.8 Contractor, in accordance with the Contract, shall require all

Subcontractors to be covered by the insurance specified in the Contract,
during the time in which they are engaged in performing Services.
ISSUE
R0

TCE 4891A-H-500-004

4.2.9 Contractor shall require all Subcontractors to release and waive any and
all rights of recovery against OWNER, the Financing Parties and each of
their promoters (including the directors, officers and shareholders of each
such promoter), affiliates, subsidiaries, employees, successors, permitted
assigns, insurers and underwriters, and against Contractor and all other
Subcontractors which the releasing Subcontractor may otherwise have or
acquire, in or from or in any way connected with any loss covered by
policies of insurance maintained or required to be maintained pursuant to
this the Contract (other than third party liability insurance policies) or
because of deductible clauses in or inadequacy of limits of any such
policies of insurance. Contractor shall further require all Subcontractors
to include in all policies of insurance maintained by the Subcontractors
clauses providing that each underwriter shall release and waive all of its
rights of recovery, under subrogation or otherwise, against OWNER, the
Financing Parties and each of their promoters, affiliates, subsidiaries,
employees, successors, permitted assigns, insurers and underwriters,
and against Contractor and all other Subcontractors.
4.2.10 OWNER shall not be deemed by virtue of the Contract to have any
contractual obligation to or relationship with any Subcontractor.
4.3 Review and Approval - Non Release of Contractor's Liability
4.3.1 The review by and approval and consent of, OWNER/PROJECT

MANAGER as to the approved Subcontractors list or as to Contractor
entering into any subcontract with any approved Subcontractor or as to
any Work done or supply made or Services provided by any such
approved Subcontractor shall not relieve Contractor of any of his duties,
liabilities or obligations under this Contract, and Contractor shall be liable
hereunder to the same extent as if any such sub-contract had not been
entered into. Any inspection review or approval by OWNER/PROJECT
MANAGER of any Work or Goods or of any Work in progress by
Contractor or Sub-contractors or participation by OWNER/PROJECT
MANAGER in any Test conducted by or under the direction or supervision
of the Contractor or any Sub-contractor shall not relieve Contractor of any
of its Work, duties, liabilities or obligations under the Contract.
OWNER/PROJECT MANAGER shall not be deemed by virtue of the
Contract to have any contractual obligation or liability to, or relationship
with, any Sub-contractor.
5.0 INSPECTION AND TESTING
5.1 Requirements
ISSUE
R0

TCE 4891A-H-500-004

5.1.1 Contractor shall perform all inspection, expediting and quality surveillance
as may be required for performance of the Services. Contractor’s
responsibilities under this sub-clause shall include, without limitation,
inspecting all supplies, Materials and equipment that comprise or will
comprise the CHS Package or that are to be used in performance of the
work.
5.1.2 The Contractor shall carry out the inspection and quality control aspects
as set out in Schedule F10 and Section C3 of the Technical Specification.
In the event the OWNER establishes that the Contractor is not carrying
out all such inspection and quality control aspects, the OWNER has the
right to appoint at Contractor’s cost third party inspection agencies (such
as Lloyds Register of Shipping / Bureau Veritas).
5.1.3 Contractor / Contractor’s third party inspection agency shall perform such
detailed inspection of all work in progress at intervals appropriate to the
stage of design, engineering, procurement, fabrication, construction,
erection, testing, Commissioning, start-up or Tests before Provisional
Acceptance as is necessary to ensure that such work is proceeding in
accordance with the Contract, the Documents, Applicable Laws,
Applicable Permits, Good Engineering Practices and Prudent Electricity
Industry Practice and to protect OWNER against defects and deficiencies
in such work (including any which would diminish or void the ability of
OWNER or Contractor to realise upon any manufacturer’s or supplier’s
warranty or under any applicable insurance coverage). On the basis of
such inspections, Contractor shall keep OWNER/PROJECT MANAGER
continuously informed of the progress and quality of all work, whether
performed by Contractor or any Sub-contractor, and shall provide
OWNER/PROJECT MANAGER with Written reports which shall contain
notwithstanding anything to the contrary contained herein defects and
deficiencies revealed through such inspections and of measures
proposed by Contractor to remedy such defects and deficiencies.
OWNER or OWNER’s Representative shall have the option, at OWNER’s
expense, of being present at all such inspections, and the Contractor shall
give notice of all such inspections agreed.
5.1.4 In the event that the progress and quality of the work is not proceeding in
accordance with the Contract, OWNER or OWNER’s Representative shall
be entitled to make recommendations to Contractor or any Sub-contactor
for the purpose of remedying such failure and any such defects and
deficiencies or variances. Any inspection performed or not performed by
OWNER/PROJECT MANAGER hereunder shall not be a waiver of any of
Contractor’s obligations under the Contract or be construed as an
approval or acceptance of any of the work or Services hereunder or
absolve the Contractor in any manner of its liabilities, responsibilities and
obligations under the Contract.
ISSUE
R0

TCE 4891A-H-500-004

5.1.5 The Contractor shall, where required give due notice to the
OWNER/OWNER’s Representative whenever such work is ready before
covering up or putting out of view. The OWNER’s Representative shall
then either carry out the inspection, examination, measurement or testing
or notify the Contractor that it is considered unnecessary.
5.1.6 The OWNER’s Representative shall have the right to re-inspect any work
though previously inspected and approved by him at the Site, before and
after the same are erected. If by the above inspection the OWNER’s
Representative rejects any work, the Contractor shall make good for such
rejections either by replacement or modifications/ repairs as may be
necessary to the satisfaction of the OWNER’s Representative.
5.1.7 The OWNER and the OWNER’s Representative shall be entitled, during
design, engineering, manufacture, fabrication and preparation at any
places where work is being carried out, to inspect, examine and test the
materials and workmanship, and to check the progress in the
performance of the work at no extra cost to the OWNER. The Contractor
shall give all reasonable facilities and assistance, including access to
Documents to carry out such inspection, examination, measurement and
testing. All inspection and tests shall be in line with approved Inspection &
Test Plans and OWNER / OWNER’s Representative shall carry out
necessary inspection as per the Contract. Should any inspected work or
service fail to conform to the Contract, the OWNER/PROJECT
MANAGER may reject such work or service and the Contractor shall
either replace or make alterations necessary to meet Contract
requirements free of cost to the OWNER. The OWNER’s right to inspect,
test, and where necessary, reject the work or service shall in no way be
limited or waived by reason of any part of the work having previously been
inspected, tested and passed by the OWNER or OWNER’s
Representative.
5.1.8 The Contractor shall agree, with the OWNER / OWNER’s Representative
about the time and place for the testing of any equipment / Materials and
other parts of the work as specified in the Contract. The OWNER /
OWNER’s Representative shall give the Contractor not less than 24
(twenty four) hours’ notice of his intention to attend the Tests. The
Contractor shall provide sufficient suitably qualified and experienced staff
to carry out the Tests specified in the Contract. The Contractor shall
present to the OWNER/OWNER’s Representative the calibration
certificates of all the testing and measuring instruments proposed to be
used for carrying out the Tests. In case the OWNER/OWNER’s
Representative is not satisfied with the calibration certificates, the
Contractor shall arrange to get the concerned instrument(s) recalibrated
to the satisfaction of the OWNER/OWNER’s Representative.
ISSUE
R0

TCE 4891A-H-500-004

5.1.9 If the OWNER’s Representative does not attend at the time and place
agreed, or if the Contractor and the OWNER’s Representative agree that
the OWNER’s Representative shall not attend, the Contractor may
proceed with the Tests, unless the OWNER’s Representative instructs the
Contractor otherwise. Participation by OWNER or OWNER’s
Representative in or their absence from or failure to participate in any
Tests (other than the Performance Tests) shall not relieve or absolve the
Contractor from any Guarantee or Warranty or obligations of Services
under or in pursuance of the Contract.
5.1.10 The Contractor shall promptly forward to the OWNER / OWNER’s

Representative duly certified reports of the Tests.
5.1.11 If the OWNER / OWNER’s Representative requires such equipment,

materials, design or workmanship to be re-tested, the Tests shall be
repeated under the same terms and conditions. Contractor shall
undertake an additional testing of any material, equipment or the work, if
the OWNER / OWNER’s Representative believes the results of earlier
Tests are not accurate or do not establish the true condition to
specification of equipment, material or work being tested. If such retesting
demonstrate that the work, equipment or material being so tested
conforms to the requirements of Contract, then OWNER shall bear the
cost of such additional Test and the cost of any required uncovering and
covering the Goods or Services and shall grant the extension of time for
completion, if necessary. If however such retesting confirms OWNER’s
conclusion and cause the OWNER to incur additional costs, such costs
shall be recoverable from the Contractor by the OWNER and may be
deducted by the OWNER from any monies due, or to become due, to the
Contractor. Neither the failure by OWNER / OWNER’s Representative to
discover defects, nor any payment to Contractor in respect of the Tests,
shall prejudice the rights of OWNER thereafter to require and obtain from
Contractor the performance of the Services in accordance with the
Contract herewith. OWNER shall not be deemed to have accepted any
Services as a result of any additional testing.
5.2 Rejection
ISSUE
R0

TCE 4891A-H-500-004

5.2.1 If, as a result of inspection, examination or testing, the OWNER /

OWNER’s Representative decides that any equipment, system, materials,
design or workmanship has failed in such inspection, examination or tests
or is defective or otherwise not in accordance with the Contract, the
OWNER’s Representative may reject such equipment, system, materials,
design or workmanship and shall notify the Contractor promptly, stating
his reasons. The Contractor shall then promptly correct or replace, such
item or portion so as to pass retesting and otherwise meet and conform to
such requirements. Following any such rejection, all expenses reasonably
incurred by the OWNER in consequence of such re-testing or inspection
shall be borne by the Contractor. No changes to Project Schedule or
increase in the Contract Price shall be granted with respect to such
additional testing. Contractor shall solely bear any cost resulting there
from.
6.0 INSURANCE
6.1 Offshore Supply Contractor: Insurance of Goods
Offshore Supply Contractor shall, at its sole cost, on behalf of and in the
name of OWNER, take Insurance cover for 110 (one hundred and ten) %
of the full replacement value (including all taxes, duties, levies and all
other costs) against Marine and all other risks (including terrorists act,
water and mine, SRCC) from Free on Board at the port of despatch upto
unloading at the port of destination in India in respect of all Offshore
supplies.
6.2 Onshore Service Contractor: Insurance of CHS Package
6.2.1 (i) The Onshore Service Contractor shall:
a) In respect of all Material including Goods, equipment received

at Site and to be handed over to the Contractor in his capacity
as bailee of such Materials from the time of receipt at site until
Provisional Take Over.
b) In respect of Work done by him and his Sub-contractors upto

Provisional Take Over be liable for all risks relating to the
aforesaid and shall at his own cost obtain Insurance to cover
all such risks (including terrorists act, war and mine, SRCC)
for 110 (one hundred and ten) % of the replacement value
(including all taxes, duties, levies and all other costs) in
respect of aforesaid Materials or Works in the joint names of
himself and OWNER.
ISSUE
R0

TCE 4891A-H-500-004

(ii) The Onshore Service Contractor shall also arrange for Insurance
against transit and all risks (including terrorists act, war and mine,
SRCC) in the name of OWNER in respect of off-shore Materials
including Goods and equipment from unloading at port of
destination in India until delivery and receipt at site including off-site
storage of the Materials on OWNER’s behalf for 110 (one hundred
and ten) % of the replacement value (including all taxes, duties,
levies and all other costs).
(iii) The Onshore Service Contractor shall also arrange for Insurance
against transit and all risks (including terrorists act, war and mine,
SRCC) in the name of OWNER in respect of 110 (one hundred and
ten)% of the value of onshore supplies from Ex-works until delivery
and receipt to site.
(iv) At least 3 (three) days before despatch of Onshore supplies, the

Onshore supply contractor shall intimate the Onshore Service
Contractor and OWNER of the relevant details of the consignment
to enable the Onshore Service Contractor to obtain necessary
insurance cover. Any liability arising due to default in fulfilling this
obligation by the Onshore Supply Contractor will be to the Onshore
Supply Contractor’s account.
(v) At least 7 (Seven) days before despatch of Offshore supplies, the

Offshore supply contractor shall intimate the Onshore Service
Contractor and OWNER of the relevant details of the consignment
to enable the Onshore Service Contractor to obtain necessary
insurance cover. Any liability arising due to default in fulfilling this
obligation by the Offshore Supply Contractor will be to the Offshore
Supply Contractor’s account.
6.2.2 Rented Equipment
All construction equipment shall be brought to and kept at the Site at the
sole cost, risk and expense of Contractor, and OWNER shall not be liable
for any loss or damage thereto, except to the extent any such loss or
damage is caused solely by the OWNER. Contractor, at his sole
discretion, may maintain adequate, appropriate and prudent insurance
with respect to such construction equipment.
Any Insurance policy carried by the Contractor, any Sub-contractor or any

third party on or in respect of any construction equipment shall provide for
waiver of the underwriter's right to subrogation against OWNER, the
Financing parties, their assignees, subsidiaries, parent companies,
affiliates, employees, insurers and underwriters. Contractor shall obtain
adequate insurance to cover all construction equipment rented or leased
from third parties.
ISSUE
R0

TCE 4891A-H-500-004

6.2.3 Statutory Insurance Benefits
Contractor shall maintain with respect to the Work to be done under the
Contract, in each applicable jurisdiction, all statutory insurance benefits
and other insurance required by law including, without limitation,
unemployment Insurance.
6.2.4 Third Party Insurance
Contractor shall at its sole expense, in the joint names of OWNER and
Contractor prior to the commencement of any Work on the Site, pursuant
to the Contract, obtain adequate insurance, against liability for damage or
death of or personal injury occurring before Final Performance
Acceptance to any Person (including any employee of the insured parties)
or to any property (other than property forming part of the CHS Package)
due to or arising out of the performance or non performance of the Work
by Contractor or any Sub-contractors and other third party liabilities on
account of obstruction, loss of amenity, trespass, nuisance or advertising
pursuant to the Contract.
6.2.5 Automobile Liability Insurance
Contractor shall, at its sole expense and in the joint names of OWNER
and Contractor, shall maintain automobile liability insurance covering all
owned non-owned and hired automobiles, trucks and other vehicles used
by Contractor or its Subcontractors in connection with the Work.
6.2.6 Insurance against Accident, etc. to Workmen and Other Insurances
Contractor shall, at its sole expense, insure and shall maintain Insurance
as required by Indian and all other Applicable Laws for all actions, suits,
claims, demands, costs, charges and expenses arising in connection with
the death of or injury to any person employed by Contractor or its
Subcontractors for the purpose of the performance of the Work or supply
of Goods.
In addition, Contractor shall obtain and maintain all other Insurances

required to be obtaining and maintaining by it for fulfilling all his
obligations under the Contract including Insurances against damages to
designs and the like arising out of Services.
6.3 General Insurance Requirements
All insurance obtained by Contractor shall be maintained with an insurer

approved by the OWNER.
ISSUE
R0

TCE 4891A-H-500-004

On or prior to the Commencement Date of Contract, Contractor shall

furnish to the Financing Parties and OWNER certificates of Insurance (or
if one of the Financing parties, OWNER or OWNER’s Representative so
directs, copies of the actual insurance policies signed by an authorised
Representative of the insurer) from each Insurance carrier showing that
the above required Insurance is in force, the amount of the carrier's
liability there under, and further providing that the Insurance will not be
cancelled, changed or not renewed until the expiration of at least 90
(ninety) Days (to the extent obtainable under commercially reasonable
terms) after written notice of such cancellation, change or non-renewal
has been received by OWNER and the Financing Parties and Contractor.
All policies and certificates of Insurance affected in accordance with this
clause shall be in form and content acceptable to OWNER and Financing
Parties.
6.3.1 Remedy on Failure to Insure
If Contractor shall fail to effect and keep in force the Insurance for which it
is responsible under the Contract including clause no. 6.0 hereof,
OWNER may effect and keep in force any such Insurance, and pay such
premiums as may be necessary for that purpose, and from time to time,
after issuance of a reimbursement request therefor accompanied by
relevant supporting documentation, deduct the amount so paid by
OWNER from any amounts due or which may become due to the
Contractor under the Contract.
6.3.2 Subcontractor’s Insurance and Subcontractor 's Waiver.
a) Unless Contractor's insurance covers its Subcontractors,

Contractor shall require all such Subcontractors providing
equipment, construction equipment or Services to Contractor or
the Project to obtain, maintain and keep in force during the time in
which they are involved in the performance of the Work or supply
of Goods hereunder, coverage’s consistent with Contractor's
insurance obligations hereunder.
ISSUE
R0

TCE 4891A-H-500-004

b) Contractor shall require all Subcontractors to release and waive

any and all rights of recovery against OWNER, the Financing
Parties, and each of their parent companies and affiliated
companies and subsidiaries and their respective officers,
directors, employees, successors, permitted assigns, insurers and
underwriters, and against Contractor and all other Sub-
contractors, which the releasing Subcontractor may otherwise
have or acquire, in, from or in any way connected with any loss,
injury or damage covered by policies of insurance maintained or
required to be maintained pursuant to this Contract (other than
third party liability Insurance policies) or because of deductible
clauses in or inadequacy of limits of, any such policies of
Insurance.
c) Contractor shall further require all Subcontractors to include in all

policies of Insurance maintained by Subcontractors clauses
providing that each underwriter shall release and waive all of its
rights of recovery, under subrogation or otherwise, against
OWNER, the Financing Parties, and each of their parent
companies, affiliated companies and subsidiaries and their
respective officers, directors, employees, successors, permitted
assigns, insurers and underwriters, and against Contractor and all
other Subcontractors.
6.3.3 Descriptions not Limitations
The Insurance coverage referred to in this clause no. 6.0 shall be set forth
in full in the respective policy forms, and the foregoing descriptions of
such policies are not intended to be complete, nor to alter or amend any
provision of the actual policies and in matters, if any, in which the said
description may be conflicting with such instruments, the provisions of the
policies of the Insurance mutually agreed by the Parties shall govern;
provided, however, that neither the content of any Insurance policy or
certificate nor OWNER’s approval thereof shall relieve the Contractor of
any of its obligations under the Contract.
ISSUE
R0

TCE 4891A-H-500-004

6.3.4 Risk of Loss of Damage
a) Between the date hereof and the earlier of (i) the Final Performance
Acceptance and (ii) the Date of Termination of this Agreement,
Contractor shall bear the complete risk of loss, destruction or
damage (including deterioration in quality) of or to the equipment or
CHS Package, and all equipment and components thereof
(including all temporary equipment, Materials and other items and
including equipment, construction equipment and other items that
are purchased for permanent installation in or for use during
construction of the CHS Package or equipment regardless of
whether OWNER has title thereto or otherwise in connection with
the performance of the Work or supply of Material), arising from any
cause whatsoever.
b) At all times after the Provisional Take Over, the OWNER shall bear
the complete risk of loss, destruction or damage (including
deterioration in quality) of or to the CHS Package, and all
components thereof, arising from any cause whatsoever save and
except where covered by any Guarantee and Warranty and Latent
Defects and clause (a) above.
c) In the event of loss, destruction or damage (including deterioration

in quality) of or to the CHS Package, or any component thereof
(including all equipment, construction equipment and other items
including temporary Materials and other items that are purchased
for permanent installation in or for use during construction of the
CHS Package, regardless of whether OWNER has title thereto or
otherwise in connection with the performance of the Work), prior to
such Provisional Take Over, Contractor will be obliged to repair or
replace the Work or Material which has suffered loss, damage or
destruction or which has deteriorated provided that any proceeds of
Insurance required to be maintained pursuant to this clause 6.0 with
respect to such loss, damage or destruction (other than third party
liability Insurance), if received by the OWNER, where relevant, are
paid to or on behalf of Contractor.
ISSUE
R0

TCE 4891A-H-500-004

d) Not withstanding anything to the contrary contained in the Contract,

the Costs and expenses any loss, destruction or damage of or to the
CHS Package or any equipment or component forming part thereof
will be borne by OWNER to the extent OWNER bears the risk of
loss pursuant to the preceding sub-clause (b) and such costs and
expenses will be borne by Contractor to the extent that Contractor
bears the risk of loss pursuant to the sub-clauses (a) and (c) above.
Contractor shall bear the complete risk of loss, destruction or
damage to the CHS Package till the date of Take-Over and in
respect of all equipments, Materials, and other items provided Ex-
works at the relevant factory gate and in respect of all Work /
Services as they are done, provided that any proceeds of Insurance
required to be maintained pursuant to this clause no. 6.0 with
respect to such loss, damage or destruction (other than third party
liability insurance) if received by OWNER, where relevant, are paid
to or on behalf of Contractor.
6.3.5 Waiver of Subrogation
All insurance policies supplied or arranged on OWNER’s behalf by

Contractor shall include a waiver of any right of subrogation of the
insurers there under against OWNER, the Financing Parties and their
respective assigns, subsidiaries, affiliates, parent companies, employees,
insurers and underwriters, and of any right of such insurers under such
Contractor policies to any set-off or counterclaim or any other deduction,
whether by attachment or otherwise, in respect of any liability of any such
Person insured under any such policy.
6.3.6 Contractor's Waiver
Contractor further releases, assigns and waives any and all rights or
recovery against OWNER, the Financing Parties and their respective
assigns, subsidiaries, affiliates, parent companies, employees, insurers
and underwriters, and against other contractors of OWNER and their
subcontractors which Contractor may otherwise have or acquire in or from
or in any way connected with any loss covered by the policies of
Insurance maintained or required to be maintained by Contractor pursuant
to this Contract (other than third party liability insurance policies) or
because of deductible clauses in, or inadequacy of limits of, any such
policies of Insurance.
6.3.7 Additional Insured
ISSUE
R0

TCE 4891A-H-500-004

Except to the extent prohibited by law and except for Insurance coverage
described in clause no. 6.2.2 above, all Insurance coverages referred to in
this clause no. 6.0 shall name OWNER, the Financing parties and their
respective assignees, subsidiaries, affiliates and parent companies as
additional named insured and sole loss payees, as their respective
interests may appear.
6.3.8 No Limitation of Liability
The required coverage referred to and set forth in this clause no. 6.0 shall
in no way affect or limit Contractor's liability with respect to performance of
the Work or any obligation under the Contract.
Notwithstanding the extent of Insurance cover and the amount of claim

available from the underwriters the Contractors shall be liable to make
good the full replacement / rectification value of all equipment / Materials
to ensure the power plant operation and performance as per Contract.
6.3.9 Contractor shall bear the risk of loss pursuant to clause 6.3.4 hereof.
However all the Insurance policy mentioned in this clause shall be
administered and managed by the Contractor and shall be effected from
the Commencement Date of contract and thereafter shall operate from the
time the relevant property leaves the premises of the manufacturers in the
country of origin, and shall continue during the ordinary course of transit
and during storage on or off the Plant Site, if any, erection and
Commissioning until the date on which OWNER takes over the care,
custody and control of the CHS Package, to the exclusion of Contractor.
The OWNER retains the right to take any or all the above Insurance
covers at his own cost. In case the OWNER exercises this option of
taking the above Insurance covers in his own name, the cost of
Insurance, and all other consequential costs incurred by Owner shall be
deducted from the Contract Price.
6.3.10 Irrespective of Insurance cover taken by OWNER or Contractor, the

Contractor shall be responsible for preference of all claims and make
good for the Material loss or damage or loss by way of repairs and / or
replacement of operation of Works damaged / lost. The transfer of title
shall not in any way relieve the Contractor of above responsibilities during
the period of Contract.
6.3.11 For supply of goods, erection, Commissioning, testing, Trial Operation

and other allied Services during the Contract Period, if any derived liability
occurs to OWNER, all the Contractors shall make necessary
arrangements for indemnifying such liability on joint and several basis
without any limits. However it may be advisable for the Contractors to
take appropriate and suitable Insurance cover for such contingencies.
ISSUE
R0

TCE 4891A-H-500-004

6.3.12 The amount of claim shall be paid to the OWNER. The OWNER at his
discretion may authorise the underwriters to pay the same directly to the
Contractors from time to time for settlement of claims related to repairs /
replacement.
6.3.13 The Contractor shall include the names of Financing Parties as indicated
and required by OWNER in the respective Insurance coverage mentioned
above.
7.0 TITLE
7.1 Notwithstanding anything to the contrary in the Contract, ownership of the

Goods to be imported into the Country where the site is located shall be
transferred to the OWNER and vest with the OWNER upon loading onto
the mode of transport at the port of shipment to be used to convey the
Goods from the Country of origin on FOB basis to that country after
necessary inspection and verification and quality clearances.
7.2 Ownership of the Goods procured in the country where the Site is located
shall be transferred to the OWNER when the Goods are despatched by
the Supply Contractor thereof after the necessary inspection and
verification and quality clearances subject to the following:
a) FOR despatch – On handing over the Goods to the carrier against a

receipt and such receipt having been received by the OWNER.
b) In case the Goods are procured by the Contractor from vendors, on

receipt of duly endorsed documents of title to the Goods.
7.3 Ownership in respect of Goods supplied by the Contractor for

incorporation in Permanent Works for execution of Civil Construction shall
pass on to the OWNER on the date of issue of completion certificate.
7.4 Title to services shall pass as the Services are performed.
7.5 Transfer of property in the Goods shall be without prejudice to any

Warranty or liability of the Contractor as to the quality, suitability or
performance of the Goods. This Transfer of Title shall not be construed to
mean the acceptance of quality and adequacy and the consequent
Provisional Take over of Goods, equipment and Materials. The
Contractor shall continue to be responsible for the Quality and
performance of Goods, equipment, Materials and Services and for their
compliance with Specifications until “Provisional Take Over” and the
fulfilment of Guarantee provisions of this Contract.
8.0 FOSSILS
ISSUE
R0

TCE 4891A-H-500-004

All fossils, coins, articles of value or antiquity, and structures and other
remains or things of geological or archaeological interest discovered on
the Site shall (as between the parties) be the property of the OWNER.
The Contractor shall take reasonable precautions to prevent his staff,
labour or other persons from removing or damaging any such article or
thing. The Contractor shall, immediately upon discovery of such article or
thing, advise the OWNER or OWNER's Representative.
9.0 COMMENCEMENT, DELAYS AND SUSPENSION
9.1 Notice to Proceed
Contractor shall commence Performance of Work or supply of Goods on

the date which the OWNER specifies (the “Commencement Date”) in
Notice to Proceed (the “Notice to Proceed”) delivered for commencement
of the Work or supply of Goods, which shall not be earlier than the date of
issue of the Notice to Proceed.
9.2 Commencement of the Work / supply of Goods
Contractor will commence the Work / supply of Goods as indicated in the

Notice to Proceed.
9.3 Contractual Time for Completion
The CHS Package shall be completed and shall have successfully passed
the Tests before Provisional Take Over within the time for completion as
set forth in the specification. Failing which the Contractor shall pay to the
OWNER for such delay in Completion (the “Delay Liquidated Damages”).
Payment of any Delay Liquidated Damages shall not affect or prejudice in
any way or manner OWNER’s right to terminate the Contract nor shall any
termination of Contract prejudicially affect the OWNER’s right to recover
any accrued Delay Liquidated Damages or release the Contractor from
any obligation for payment thereof.
9.4 Extension of Time for Completion
9.4.1 The Contractor may apply for an extension of the time for completion if he
is or will be delayed before the time for completion by any of the following
causes:
a) A Change Order (unless an adjustment to the time for completion

is agreed under clause no. 14 of these General Conditions of
Contract);
b) A Force Majeure event (as defined in sub-clause 20.1 of these

General Conditions of Contract)
ISSUE
R0

TCE 4891A-H-500-004

c) A cause of delay giving an entitlement to extension of time under

a sub-clause of this clause no. 9.4, unless the Contractor has not
complied with such sub-clause; or
d) Any delay, impediment or prevention by the OWNER or

OWNER’s failure to fulfil any of its obligations set forth in the
Contract.
9.4.2 As per the requirement of sub-clause 3.16.2 (or such other period as may
be agreed by the OWNER / OWNER's Representative), the Contractor
shall submit an application with full supporting details together with any
other notice required by the Contract and relevant to such cause. Except
that, if the Contractor cannot submit all relevant details within such period
because the cause of delay continued for a period exceeding 5 (five)
Days, the Contractor shall submit interim details at intervals of not more
than 5 (five) Days (from the first Day of such delay) and full and final
supporting details in support of his application within 7 (seven) Days of
the date of ceasure of such delay.
The OWNER / OWNER’s Representative shall proceed to agree or

determine either prospectively or retrospectively such extension of the
time for completion as may be due. The OWNER / OWNER's
Representative shall notify the Contractor accordingly. When determining
each extension of time, the OWNER / OWNER's Representative shall
review his previous determinations and may revise the total extension of
time.
ISSUE
R0

TCE 4891A-H-500-004

9.5 Rate of Progress
9.5.1 If, at any time, the Contractor's actual progress falls behind the Schedule
in any manner or it becomes apparent that it will so fall behind, the
Contractor shall submit to the OWNER / OWNER's Representative a
revised programme taking into account the prevailing circumstances. The
Contractor shall, at the same time, notify the OWNER / OWNER's
Representative of the steps being taken to expedite progress, so as to
achieve completion within the time for completion stipulated under the
Contract, including in particular the Schedule and the Guaranteed
Completion Dates. The Contractor may also be asked to modify the plan,
as a result of the changed circumstances due to delay, in order to
complete the Work in time.
9.5.2 If any steps taken by the Contractor in meeting his obligations under this
sub clause no. 9.5 cause the OWNER to incur any additional costs, such
costs shall be recoverable from the Contractor by the OWNER, and may
be deducted by the OWNER from any monies due, or that may become
due, to the Contractor under the Contract or otherwise.
9.6 Suspension of Supply of Goods/ Work
9.6.1 The OWNER may at any time instruct the Contractor to suspend progress
of part or all of the Work or supply of Goods. During suspension, the
Contractor shall protect, store and secure such part or all of the Work or
Goods against any deterioration, loss or damage or other losses.
9.6.2 If the Contractor suffers delay and / or incurs Cost in following the
OWNER I OWNER's Representative's instructions under clause no. 9.6
hereto and in resumption of the Work or supply of Goods, the Contractor
shall give notice to the OWNER's Representative, with a copy to the
OWNER. After receipt of such notice the OWNER I OWNER's
Representative shall proceed to agree or determine:
a) Any extension of time to which the Contractor is entitled under the

Contract including clause no. 9.4 of these General Conditions of
Contract; and
b) The amount of such Cost, which shall be added to the Contract

Price,
and shall notify the Contractor accordingly. Provided, however,

notwithstanding anything to the contrary contained in these General
Conditions of Contract, the Contractor shall not be entitled to such
extension and payment of Cost if the suspension is due to a cause
attributable to the Contractor.
ISSUE
R0

TCE 4891A-H-500-004

9.6.3 The Contractor shall not be entitled to extension of time for, or payment of
the costs incurred in, making good any deterioration, defect or loss
caused by faulty design, workmanship or Materials, or by the Contractor's
failure to take the measures specified in clause no. 9.6.1 of these General
Conditions of Contract.
9.6.4 Prolonged Suspension
If suspension under clause no. 9.6.1 of these General Conditions of

Contract, continues for more than 180 (one hundred and eighty) Days in
case of a single event and 365 (three hundred and sixty five) Days in case
of cumulative events, and the suspension is not due to a cause
attributable to the Contractor, the Contractor may by notice to the
OWNER I OWNER's Representative require permission within 30 (Thirty)
Days to proceed. If permission is not granted within the said 30(thirty)
Days period by the OWNER, the Contractor may treat the suspension as
an omission of the affected part of the Work under clause no. 14.0 of
these General Conditions of Contract. If such suspension affects the
whole of the Work, the Contractor may terminate his employment, under
clause no. 16.2 of these General Conditions of Contract subject to clause
no. 16.3.
9.6.5 Resumption of Supply of Goods/ Work
After receipt of permission or of an instruction to proceed, the Contractor

shall, after notice to the OWNER, and together with the OWNER's
Representative, examine the Works and the CHS Package and Materials
affected by the suspension. The Contractor shall make good any
deterioration or defect in or loss of the Works or CHS Package or
Materials, which has occurred during the suspension. The Work or supply
of Goods after resumption shall be started by the Contractor within 7
(seven) Days of receipt of permission or an instruction to proceed.
10.0 TESTS BEFORE TAKE OVER
Refer Section C5 of the specification.
11.0 LIQUIDATED DAMAGES
11.1 Liquidated Damages for Delay
ISSUE
R0

TCE 4891A-H-500-004

11.1.1 If Provisional Acceptance of the CHS Package does not occur on or

before the Guaranteed Completion Date as specified under Clause 1.4,
of Section A2, Contractor shall pay Liquidated Damages to OWNER for
such delay for each and every week or part thereof which elapses after
the Guaranteed Completion Date until the earlier of (i) Provisional
Acceptance of the CHS Package as defined under section C5, or (ii) Final
Acceptance of the CHS Package as defined under Section C5, or (iii) the
Day on which Contractor has paid to the OWNER the maximum amount
of Liquidated Damages for delay pursuant to the Contract.
11.1.2 The Liquidated Damages payable by Contractor to the OWNER for delay
in achieving Provisional Acceptance by the Guaranteed Completion Date
of each sub-system of the CHS Package which is 0.5% of the Contract
Price for every week or part thereof (the “Liquidated Damages for Delay”).
11.1.3 Notwithstanding the foregoing, no Liquidated Damages for Delay shall be

payable for period of delay in achieving Provisional Acceptance beyond
Guaranteed Completion Date of the CHS Package to the extent such
delay is solely on account of Force Majeure Event and Contractor has
been granted an extension of time pursuant to clause no. 20.0 hereof are
granted.
11.1.4 Within fifteen (15) days of achieving Provisional Acceptance, the

Contractor shall pay to the OWNER the Liquidated Damages for Delay
calculated by OWNER pursuant to the contract failing which same shall
be adjusted from any sum due or payable by OWNER to Contractor or
recovered from performance and other securities provided by the
Contractor.
11.2 The Liquidated Damages for Failure to meet Performance

Guarantees
11.2.1 The Performance Liquidated Damages payable by the Contractor to the

OWNER which will be calculated at the rates set forth in the following
Table:
ISSUE
R0

TCE 4891A-H-500-004

PERFORMANCE PARAMETERS FOR WHICH LIQUIDATED DAMAGES (L.D)

WILL BE LEVIED
Liquidated Damages (L.D)

S.No. Description
leviable in Rs. Lakhs
1.0 For every 1 kW increase in the total 0.57

Auxiliary power consumption
ISSUE
R0

TCE 4891A-H-500-004

11.3 Liquidated Damages Responsible
The Parties acknowledge that
a) Damages for Contractor's failure to meet any Guaranteed

Completion Date and Contractor’s failure to achieve the
Performance Guarantee, are difficult to determine and that the
Liquidated Damages set forth in the Contract including clause no.
11.0 of these General Conditions of Contract are appropriate
measures of the damages for such delays or such shortfalls in
performance and are neither penalty nor consequential damages
sustained by OWNER as a result of such delays and / or shortfalls.
Payment of all Liquidated Damages pursuant to this clause no.
11.0 shall be subject to the limitation on liability in respect thereof
set forth in clause no. 19.2 of these General Conditions of
Contract.
b) Contractor waives any defence to non performance of its

obligation to pay Liquidated Damages pursuant to the Contract
including this clause No. 11.0, on the ground of alleged invalidity
or unenforceability of provisions relating to payment of Liquidated
Damages based on any theory or law or otherwise.
c) The amount of Liquidated Damages specified herein represent the

projected commercial losses of the Owner, are fair and
reasonable, are not penalties and reflect the Parties’ assessment
and estimate of such financial losses and damages of the Owner.
11.4 In view of the foregoing, the Contractor accepts and agrees to such
Liquidated Damages as liquidated damages and shall not dispute such
Liquidated Damages in any proceedings under the Contract.
ISSUE
R0

TCE 4891A-H-500-004

12.0 WARRANTIES
12.1 Contractor Warranties
Contractor warrants to OWNER with respect to the Performance of Work

or supply of Goods that (i) all equipment and materials comprising the
CHS Package will be new and free from defective workmanship and (ii)
the design and engineering of the CHS Package shall be free from
deficiencies. If OWNER notifies Contractor in Writing with adequate detail
of any defects with respect to (i) above or deficiencies with respect to (ii)
above in the CHS Package discovered during the applicable Warranty
Period therefor, Contractor shall (a) re-perform any of the work hereunder
to correct any errors, omissions, defects or deficiencies in the CHS
Package, and (b) in the case of any defective equipment or materials, at
Contractor’s option either repair or replace at its Cost.
Contractor warrants to OWNER that:
a) Adherence to the Operations Manual shall allow operation and

maintenance of the CHS Package in accordance with
manufacturer's guidelines with performance at a level at least as
favourable to OWNER as the Performance Guarantees and such
operation will not impair any Warranty in respect of Work including
equipment and materials;
b) The CHS Package will incorporate all such modifications and

improvements as their respective Manufacturer(s) may have
decided to incorporate in similar equipment as of the date of Final
Taking-Over and the end of the Warranty Period, provided that the
incorporation of such modifications and improvements may take
place at such time during the Warranty Period as the parties may
agree;
ISSUE
R0

TCE 4891A-H-500-004

c) He shall inform the OWNER in Writing of the substantive information

contained in all reports prepared by or credible reports received by it
(Or its affiliates) or occurrences known to it (or its affiliates) prior to
Bid submission and prior to the date hereof and during the Contract
Period including the Latent Defects Period on operating failure or
other design, operating or maintenance problem or condition with
equipment using technology of the type supplied for the Main
Equipment which defect, failure or condition, has had or could be
expected to have adverse impact on the availability or performance
of such equipment being shut down or ceasing operation for a
period of at least 48 (forty eight ) hours. Contractor covenants to
furnish the OWNER/PROJECT MANAGER promptly all such further
reports and information regarding occurrences of such defects,
failures, problems or condition.
d) All information, averments and data submitted, starting from the Bid
and upto end of Contract Period, to the OWNER/PROJECT
MANAGER is correct and true. If at any later date, any of the
aforesaid information, averment and data submitted is found to be
false or incorrect, in part or in whole, the Contractor would be
treated as a Contractor in Default as per Clause 15.0 and all
consequences shall apply accordingly. The OWNER would also be
entitled to recover any cost or damages from Contractor including
through encashment/forfeiture of Contract Performance Bank
Guarantee and deductions from amounts payable to the Contractor.
12.2 Warranty Period
12.2.1 The Warranty Period shall be Twelve (12) Months from date of Provisional
Take Over of the CHS Package.
Any parts or components of the Goods or Services forming the Plant

having defects which is warranted and corrected by Contractor either by
way of repair or replacement shall be further warranted by Contractor for
a period of twelve (12) Months from the date such correction is effected
and accepted by OWNER/OWNER’s Representative.
Notwithstanding the above, in no event shall the warranty on any part or

component exceed forty eight (48) Months from the date of Provisional
Acceptance (the “Sun-set Date”).
ISSUE
R0

TCE 4891A-H-500-004

Notwithstanding the Sun-set Date, where a recurring defect of any

particular part or component results in the failure of such part or
component more than twice within the appropriate Sun-set Date, such
part or component shall be replaced or repaired by the Contractor until
such time that such part or component has operated without failure for a
period of twenty four (24) months from the date of installation of such
replaced / repaired part.
The above Warranties are however subject to the provision that should
any scheduled inspection of a particular item of CHS Package fall due
within the above Warranty Periods and any part or component thereof is
scheduled to be refurbished or replaced in accordance with the Operation
and Maintenance Manual, then such parts are warranted only up to the
date of such scheduled replacement or refurbishment. The refurbished or
newly replaced parts shall thereafter be covered for under the terms and
conditions agreed by the Parties with respect to such replaced or
refurbished parts.
12.2.2 Latent Defects Liability Period
The Latent Defects Liability Period for the CHS Package shall be thirty-six
(36) months from the expiry of the Warranty Period for the CHS Package.
Any such Latent Defects identified during the appropriate Latent Defect
Liability Period shall be corrected and made good by the Contractor at his
sole Cost.
Should any scheduled inspection of a particular item of the CHS Package

fall due within the Latent Defects Liability Period and any part or
component thereof is scheduled to be refurbished or replaced in
accordance with the Operation and Maintenance Manuals, then the
warranty for such parts shall be limited up to the date of such scheduled
replacement or refurbishment. The refurbished or newly replaced parts
shall from this point onwards be covered for under the terms and
conditions agreed by the Parties with respect to such replaced or
refurbished parts.
12.2.3 OWNER shall give notice of observed defects promptly following such
observation. Such notice must be given at the latest within thirty (30) Days
from the end of the appropriate Warranty Period or Latent Defect Liability
Period as applicable.
12.2.4 Contractor’s obligation to effect repairs or replacement based on

Contractor’s Warranties shall not extend to failure caused by:
a) normal wear and tear;
b) failure to adhere to the Operation and Maintenance Manual; or

ISSUE
R0

TCE 4891A-H-500-004

c) any repair or modification initiated or undertaken by OWNER during

the Warranty Period without the proper recourse to Contractor and
without the Contractor’s knowledge or consent, which consent shall
not be denied unreasonably.
12.3 Sub-Contractor Warranties
No warranty obtained from any Sub-contractor shall be deemed to reduce

or limit Contractors Warranties or Latent Defects liability set forth in this
clause no. 12.0 or Contractors obligation to supply Goods or perform
corrective work.
12.4 Survival of Warranties
Warrantees and Latent Defect Liability under the contract shall survive
any termination of the Contract in respect of any part of the work for which
OWNER has paid Contractor.
12.5 Emergency Repairs
In the event of an emergency where Contractor's personnel is not

available on Site or cannot be on Site within an acceptable period of time
and if in the judgement of OWNER the delay from giving formal notice
would cause serious loss or damage which could be prevented by
immediate action, defects may be corrected by OWNER or a third party
designated by OWNER at the Contractor’s cost and expense, without
giving prior notice to Contractor. In the event such action is taken by
OWNER, Contractor will be notified promptly and shall assist wherever
possible in undertaking the necessary corrections. The above emergency
repairs shall not relieve the Contractor from liability under the terms and
General Conditions of Contract.
12.6 Removal of the Defective Work
If the defect or damage is such that it cannot be remedied expeditiously at

the Site, the Contractor may, with the consent of OWNER I OWNER's
Representative, remove from the Site for the purposes of repair any part
of the Works which is defective or damaged. If the value of part or
material removed from the Site is substantial (value to be finalised at
appropriate stage) as determined by the OWNER / OWNER's
Representative, the Contractor shall provide security in the form of bank
guarantee for a value as determined by the OWNER / OWNER's
Representative.
ISSUE
R0

TCE 4891A-H-500-004

In case of defective parts which are not repairable at Site but are essential
for commercial operation of the equipment, Contractor and the OWNER’s
Representative shall mutually agree to a program of replacement or
renewal which will minimise interruptions to the maximum extent, in the
operation of the equipment and the CHS Package and the Contractor
shall expeditiously provide necessary parts for replacement before shut
down planned.
The cost of any special or general overhaul rendered necessary during

the warranty period due to defects in the CHS Package or defective Work
carried out by the Contractor, the same shall be borne by the Contractor.
12.7 Further Tests
If the remedying of any defect or damage is such that it shall affect the
performance of the CHS Package, the OWNER may require that Tests
before Final Take Over to be repeated to the extent necessary. The
requirement shall be made by notice within 30 (thirty) Days after the
defect or damage is remedied. Such Tests shall be carried out in
accordance with procedures set forth in Section C5 of the General
12.8 Right of Access
The Contractor shall have the right of access to all parts of the CHS
Package and to records of the working and performance of the CHS
Package, except as may be inconsistent with any reasonable security
restrictions imposed by the OWNER.
12.9 Contractor to Search
The Contractor shall, search for the cause of any defect, under the
direction of the OWNER / OWNER's Representative at Contractor’s cost.
13.0 CONTRACT PRICE AND PAYMENT
13.1 The Contract Price
13.1.1 The Contract Price for the entire scope of Work and supplies in line with
the Tender Documents shall be fixed, on lump sum basis and will remain
firm throughout the Contract Period.
ISSUE
R0

TCE 4891A-H-500-004

(i) Contract Price for the Offshore Supply Contractor shall be the CIF
Price of supplies from outside the OWNER's Country and shall be
inclusive of, inter alia, design and detailed engineering which are
integral to these items and their performance, essential
(Mandatory) spares, maintenance tools and tackles, marine
Insurance, freight, packing and forwarding and all taxes, duties
and other statutory levies in respect thereof as detailed in the
Tender Documents.
(ii) Contract Price for the Onshore Supply Contract shall include the
Ex-Works price of supplies including essential spares,
maintenance tools and tackles from the OWNER's Country and
shall be inclusive of, inter-alia, transportation, packing and
forwarding and all taxes duties and other statutory levies and the
like payable in respect thereof as detailed in the Tender
Documents.
(iii) Contract Price for the Onshore Services Contract shall be inclusive
of clearing unloading/loading, transportation, transit Insurance and
custom clearance of offshore supplies, receiving at Site of all
Goods, unloading, storage, preservation, Insurance in respect of
onshore supplies from Ex Works to Site and for Works up to Final
Take Over of the CHS Package, training, erection, testing,
installation, Commissioning, Reliability Operation and satisfactory
completion of the Tests before and upto the date of Final Take
Over within OWNER's Country and all taxes, duties and other
statutory levies and the like payable in respect thereof as detailed
in the Tender Documents.
(iv) The Contract Price for each Contract shall be as per "Schedule of
Prices" Schedule F1 of Volume - II. The rates of taxes and duties
as applicable as on 15 (fifteen) Days prior to closing date for
submission of Price Bid shall be considered for the purpose and
shall be indicated in the Schedule F1 of Volume-II.
(v) The total price is the sum of all the prices of aforementioned
Contracts and this total price shall be in respect of supplies, work
forming part of Works, and all other obligations including
Warranties, Guarantees, Performance Guarantees, Insurance
covered in the Specifications subject to other terms and conditions
in the Contract and particularly clause no. 3.18
ISSUE
R0

TCE 4891A-H-500-004

13.1.2 The Contract describes Contractor’s obligation in respect of design,

engineering, manufacture, supply, construction, erection, testing,
installation, Commissioning and Tests before Take-Over of the CHS
Package, but shall not relieve or derogate Contractor from obligation to
take all measures necessary to deliver the CHS Package to OWNER in
accordance with the Performance Guarantees and the intent of Tender
Documents and to do and deliver and perform all such other and further
Work and supplies as are necessary for completion of CHS Package in all
respects or incidental thereto and for the CHS Package to meet the
Performance Guarantees and the Specifications within the lump sum total
price described in sub clause 13.1.1
13.1.3 The Contract Price is not subject to any escalation and variation in price
except as otherwise provided, it being a fixed price Contract. Any
variation in Foreign Exchange during the Contract Period will be to
Contractor’s account.
13.1.4 The Contractor shall pay all taxes, duties and levies in consequence of his
obligations under the Contract, and the Contract Price shall not be
adjusted for such Costs, taxes, duties and levies except as may otherwise
be expressly stated in clause no. 3.18 of the General Conditions of
Contract;
13.2 Contract Performance Security or Contract Performance Bank

Guarantee (CPG)
13.2.1 Contractor shall furnish to OWNER within 14 (fourteen) Days from the
date of execution of Contract Agreement, a Contract Performance Bank
Guarantee (the “Performance Security”) as a Performance Security for
due and faithful performance of its obligations under Contract, as
mentioned in Instructions to Bidders in format of Information Form CP (in
Section A3), for an amount equivalent to 15 (fifteen) % of the Contract
Price. The validity of the Performance Security shall be up to end of
Warranty Period plus claim period of six Months. The charges for counter
guaranteeing of Performance Security, if any, shall be borne by and be to
Contractor’s account. The CPG shall be in the form of an irrevocable bank
guarantee and issued by a bank meeting the following requirements:
(i) In case of Domestic Bidders:
From any Reserve Bank of India (RBI) approved Scheduled Bank

(Public Sector Banks, Private Banks or Foreign Banks) operating in
India.
(ii) In case of International Bidders:

ISSUE
R0

TCE 4891A-H-500-004

(Public Sector Banks, Private Banks or Foreign Banks) operating in

India.
Or
From any Indian Public Sector Scheduled Bank, operating in the

country of the Bidder.
Or
From any Foreign Bank but counter-guaranteed by an Indian Public

Sector Scheduled Bank.
It is the responsibility of the Bidder to verify and confirm to himself

that the Bank issuing the Contract Performance Bank Guarantee
meets the above requirements, and is counter-guaranteed as
required.
13.2.2 In case Contractor fails to fulfil its obligations under Contract, the
proceeds of Performance Security may be appropriated by OWNER as
part compensation for any loss resulting from Contractor's failure to
perform and fulfil the various obligations concerning supply of Goods and
Work under Contract without prejudice to any of the rights or remedies to
which the OWNER may be entitled under the Contract or otherwise in law.
13.2.3 The Contract Performance Bank Guarantee (CPG) will be in Indian

Rupees. Exchange rate to be considered for arriving at the CPG value
shall be as per Clause 16.1 of Section A2.
13.2.4 Contractor shall extend the validity of the Performance Security suitably, if
it is required, due to delay in Acceptance of CHS Package for reasons
attributable to Contractor, at its own cost well in time and in any case at
least 60 (sixty) days before the expiry of the period of validity thereof.
13.2.5 The Performance Security shall also be extended suitably at least 60

(sixty) days before the expiry of the period of validity thereof in the event
of repair / replacement of any equipment or any part thereof during
Warranty Period to take care of Extended Warranty Period of repaired /
replaced equipment or its part. The value of the performance security
during the Extended Warranty Period shall be 10 (ten) percent of the cost
of such repaired / replaced equipment or its part.
13.2.6 The Performance Security shall be discharged by OWNER within 30

(thirty) days of the date of completion of all of Contractor's obligations
including Warranty Period obligations under the Contract.
13.3 Terms of Payment
ISSUE
R0

TCE 4891A-H-500-004

The terms of payment for design, engineering, manufacture, supply,

construction, erection, installation, testing and Test before Take-Over,
other Services, spares and special tools and tackles etc., are detailed
hereunder:
13.3.1 Advance Payment
Initial advance in respect thereof in accordance with the provisions set

forth in the Contract in this behalf will be paid on fulfilment of all of the
following:
a) Signing of Contract Agreement;
b) Issue of Notice to Proceed but after obtaining statutory and

regulatory approvals
c) Submission of an unconditional Performance Security as per

clause no. 13.2 of the General Conditions of Contract;
d) Submission of a detailed Network Schedule/PERT network

indicating detailed milestones based on the Work schedule and its
approval by the OWNER.
e) Detailed break-up of FOB / Ex-Works price of equipment

components / systems;
f) Detailed activity wise price break up for all Services including

erection, commissioning, installation, testing etc and
g) Documentation and Bank Guarantee for advance as per clause

no. 13.3.2 below.
13.3.2 Documentation and Bank Guarantee for Advance Payment shall include:
a) lnvoice for amount of advance in original and five (5) copies.
b) Bank Guarantee in the proforma as given in Information Form AP

of Section A3 Information Forms for amount equivalent to the
advance payment valid upto Final Performance Acceptance of
CHS Package. The bank issuing the bank guarantee shall meet
the requirements below:
In case of Domestic Bidders:

(Public Sector Banks, Private Banks or Foreign Banks) operating
in India.
ISSUE
R0

TCE 4891A-H-500-004

In case of International Bidders:

(Public Sector Banks, Private Banks or Foreign Banks) operating
in India.
Or
From any Indian Public Sector Scheduled Bank, operating in the

country of the Bidder.
Or
From any Foreign Bank but counter-guaranteed by an Indian

Public Sector Scheduled Bank.
It is the responsibility of the Bidder to verify and confirm to himself

that the Bank issuing the Bank Guarantee for Advance Payment
meets the above requirements, and is counter-guaranteed as
required.
c) The Bank Guarantee for Advance Payment will be in Indian

Rupees. Exchange rate shall be as per Clause 16.1 of Section A2.
13.3.3 All further payments under the Contract shall be made as stipulated in the
Contract.
13.3.4 Offshore Supply Contract as per Sl.No. 1 of Schedule – F1 of

Volume-II
For supply of Goods, the payments shall be linked with the despatch of
Materials and shall only be made after production of all despatch
Documents in case of supplies of non Indian origin as per the relevant
Contract conditions which will, inter alia, include 3 original Bills of Lading
for CIF supplies and the equipment Material Despatch Clearance
certificate issued by the OWNER/OWNER’s Representative after
inspection if applicable.
a) Supply price component shall be paid as follows:
Item Time of Payment % Component Condition to be fulfilled

No. FOB
1.0 Initial advance 10 (Ten) % As per clauses 13.3.1 and

ISSUE
R0

TCE 4891A-H-500-004


No. FOB
13.3.2 of these General
2.0 Despatch of Goods, 60 (Sixty) % (of Production of invoices in line

equipment/system relevant Goods, with approved billing and
from Manufacturer’s equipment, system dispatch Schedule and
Works price) satisfactory evidence of
shipment and submission of
Material Despatch Clearance
Certificate and Inspection
Certificate to be issued by
OWNER/OWNER’s
Representative, as per
Quality Manual.
3.0 Receipt of Offshore 15 (Fifteen) % (of Verification and certification

supplies viz Goods, relevant Goods, by the OWNER/OWNER’s
equipment, supplies equipment, system Representative of the
price) equipment / system / Goods
received and stored at ‘Site’.
4.0 Successful 5 (Five) % Certification of successful

Completion of completion of reliability
Reliability Operation, operation (trial operation) of
and Provisional Take- CHS Package as per
Over of CHS Package Section C5 of the
Specification.
5.0 Successful completion 10 (Ten) % Take-over of the CHS

of Performance tests Package, and Issuance of
and Issuance of Final Final Acceptance (Final
Take Over certificate Take Over) certificate for
by OWNER. CHS Package by OWNER.
b) The Ocean Freight Marine Insurance Charges shall be paid to

Contractor on pro-rata basis to the FOB price of component
shipped on evidence of activities having been carried out.
Wherever equipment wise above mentioned charges have been
identified in Contract the payment of such charges shall be
based on such charges identified in Contract against evidence of
activity having been carried out. However the aggregate of all
such pro-rata payment shall not exceed the total amount identified
in Contract Price.
ISSUE
R0

TCE 4891A-H-500-004

13.3.5 Onshore Supply Contract as per Sl. No. 2 of Schedule –F1 of

Volume-II
For supply of Goods, the payment shall be linked with the despatch of
Materials and shall only be made after production of all despatch
Documents and Material Despatch Clearance Certificate issued by the
OWNER/OWNER’s Representative after inspection if applicable.
a) Supply price component shall be paid as follows:

No. Ex-Works Price
1.0 Initial advance 10 (Ten) % As per clauses 13.3.1 and

13.3.2 of these General
2.0 Despatch of Goods 60 (Sixty) % (of Production of invoices in line

equipment/system relevant Goods, with approved billing and
equipment, despatch Schedule and
system price) satisfactory evidence of
shipment and submission of
Material despatch Clearance
Certificate and Inspection
Certificate to be issued by
OWNER/OWNER’s
Representative as per Quality
Manual.
3.0 Receipt of Onshore 15 (Fifteen) % of Verification and certification by

supplies viz Goods, relevant Goods, the OWNER / OWNER’s
equipment, supplies equipment, Representative of the equipment
system price) / system / Goods received and
stored at ‘site’.
4.0 Successful 5 (Five) % Certification of successful

Completion of completion of reliability operation
Reliability Operation, (trial operation) of CHS
and Provisional Package as per Section C5 of
Take-Over of CHS the Specification.
Package
ISSUE
R0

TCE 4891A-H-500-004


No. Ex-Works Price
5.0 Successful 10 (Ten) % Take-over of the CHS Package,

completion of and Issuance of Final
Performance tests Acceptance (Final Take over)
and Issuance of Final certificate for CHS Package by
Take Over certificate OWNER.
by OWNER.
b) The Freight Charges shall be paid to Contractor on pro-rata basis to

the Ex Works price of component transported on evidence of activities
having been carried out. Wherever equipment –wise above
mentioned charges have been identified in Contract the Payment of
such charges shall be based on such charges identified in Contract
against evidence of activity having been carried out. However, the
aggregate of all such pro-rata payment shall not exceed the total
amount identified in Contract Price.
13.3.6 Onshore Service Contract as per Sl.No.3 of Schedule F1 of Volume-II
a) Design and Detailed Engineering
Design and detailed CHS Package Engineering price will be paid as

per detailed break-up as set forth in the Contract after issue of
certification of completion of same by Service Contractor to OWNER
and acceptance thereof by OWNER/OWNER's Representative in
following instalments:
(i) 10 (Ten) % of Design and detailed Engineering as initial

advance on fulfilment of conditions in sub- clauses 13.3.1 and
13.3.2
(ii) 30 (Thirty) % of Design and detailed Engineering on

submission of initial submission of design engineering
documentation, like, drawings, design criteria and sizing
calculations, etc,. List of documents for submission shall be
prepared by Contractor and approved by OWNER.
(iii) 30 (Ten) % of Design and detailed Engineering on submission

of final approved documentation of (ii) above, including soft
copies.
(iv) 10 (Ten) % of Design and detailed Engineering on submission

of all O&M Manuals complete in all respects.
ISSUE
R0

TCE 4891A-H-500-004

(v) 10 (Ten) % of Design and detailed Engineering on certification

of successful completion of Reliability Operation and
Provisional Take-Over of the CHS Package.
(vi) 10 (Ten) % of Design and detailed Engineering on successful

completion of Performance tests and Issuance of Final Take
Over Certificate by OWNER for the CHS Package.
Contractor acknowledges that certification or its acceptance by the

OWNER's Representative shall not, however relieve or absolve in any
way or manner the Contractor from the performance of Work and
other obligations under the Contract including Guarantee and
Warranty obligations under the Contract.
Note: Payment shall be made based on detailed billing schedule prepared by

Contractor and approved by OWNER.
b) The clearing and forwarding of Offshore Supplies, Insurance and

transportation from port to Site of Offshore Supplies, Insurance of
Onshore Supplies upto Site shall be paid to Contractor on pro-rata
basis to the FOB/Ex Works price of component transported on
evidence of activities having been carried out. Wherever equipment
wise above mentioned charges have been identified in Contract, the
payment of such charges shall be based on such charges identified in
Contract against evidence of activity having been carried out.
However the aggregate of all such pro-rata payment shall not exceed
the total amount identified in Contract Price.
c) Erection, installation and Commissioning
In case of erection, installation and Commissioning progress

payments shall only be made after the issue of Certificates by the
OWNER / OWNER's Representative, as detailed under:
(i) 10 (Ten)% of total erection, installation, Commissioning and

other residuary Services price as initial advance and fulfilment
of conditions in sub-clauses 13.3.1 and 13.3.2 above and on
establishment of Site office by the Contractor at Site.
ISSUE
R0

TCE 4891A-H-500-004

(ii) 75 (Seventy five) % of the erection, installation,

Commissioning and other residuary Services price will be
made as progressive payments against progressive erection,
installation, Commissioning and other residuary Services for
mechanical, electrical and instrumentation equipment and
systems based on detailed billing schedule prepared by
Contractor and approved by OWNER. Progress payments
shall only be made after the issue of Certificates by the
OWNER / OWNER's Representative, one for the quantum of
Work completed and the other by the Field Quality
Surveillance representative for the successful completion of
quality check points involved in the quantum of Work billed.
(iii) 5 (Five) % of erection, installation, Commissioning and other

residuary Services price on successful completion of Reliability
Operation and Provisional Take Over of the CHS Package.
(iv) 10 (Ten) % of erection, installation, commissioning and other

residuary Services on successful completion of Performance
tests and Issuance of Final Take over Certificate by OWNER
for the CHS Package.
d) Training as per Sl. No. 3.0 of Schedule F1 of Volume II
(i) 10 (Ten) % of training as initial advance, on fulfilment of

conditions in sub-clauses 13.3.1 and 13.3.2
(ii) 80 (Eighty) % of training as Progressive Payments as Services

are rendered based on detailed training and billing schedule
prepared by Contractor and approved by OWNER
(iii) 5 (Five) % of Training on Provisional Take over of the CHS

Package.
(iv) 5 (Five) % on Issuance of Final Take Over Certificate by

OWNER for the CHS Package.
13.3.7 Essential spare, and maintenance tools and tackles price as per items
of schedule- F14,F8,F9 of Volume-II
a) The Total Price of essential spares, recommended spares and

maintenance tools and tackles shall be paid as indicated below:
ISSUE
R0

TCE 4891A-H-500-004

(i) 75 (Seventy five) % of price component for essential spares,

recommended spares and maintenance tools and tackles after
submission of Material Despatch Clearance to be issued in line
with the agreed despatch schedule and inspection certificate
issued by the competent authority, despatch to Site and
submission of shipping Documents.
(ii) 25 (Twenty five)% of price component for essential spares,

recommended spares and maintenance tools and tackles on
receipt and storage at Site and physical verification by the
OWNER / OWNER's Representative.
13.3.8 Schedule of Payments as per Sl.No.4.0 of Schedule-F1 of Volume-II.
Based on the terms of payment as per clause 13.3 and agreed Work and
supply schedule prepared in line with detailed network schedule, payment of
Contract Price shall be subject to limits of Milestone Payment Schedule and
the following in respect thereof.
a) The Milestone Payment Schedule may be modified by OWNER /

OWNER's Representative if progress is not as scheduled.
b) Later of (i) accomplishment of a milestone and (ii) the date fixed for
accomplishment of such a milestone as set out in the Milestone
Payment Schedule.
c) Submission of documentation / data to OWNER / OWNER's

Representative for approval.
d) Submission of Monthly Progress Reports and updated Network

Schedule
13.4 Application for Interim Payment Certificates and Claim for Payments
13.4.1 The Contractor shall submit a statement, "the Interim Payment Certificate", in
six copies to the OWNER / OWNER's Representative after the end of each
month before the tenth day of the next month, in a form approved by the
OWNER / OWNER's Representative, showing the amounts to which the
Contractor considers himself to be entitled, together with supporting
Documents which shall include the detailed report on the progress during the
month in accordance with clause no. 3.17 above. The statement shall include
the following items, as applicable, which shall be expressed in the currencies
in which the Contract Price is payable, in the sequence listed:
ISSUE
R0

TCE 4891A-H-500-004

a) The estimated Contract value of the design and construction

Documents produced and the Works executed up to the end of the
month (including variations but excluding items described in sub-
paragraphs (d) to (f) below);
b) Certification from OWNER / OWNER's Representative that the

applicable Work or supply of Goods has been performed and that the
quality of Goods or Work described in the Interim Payment Certificate
is in line with Contract;
c) If there is any pending or threatened dispute, regarding Goods or

Work covered by such request or payment as a result of which
Contractor intends to withhold payment from such Sub-Contractor, a
report detailing such dispute and circumstances thereof;
d) Any amounts to be added and deducted for Change in Law or

variation in tax as per clause 3.18.2.
e) Any other additions or deductions which may have become due in

accordance with the Contract (including those under clause no. 22.0
of these General Conditions of Contract), other than those under
clause no. 11.0 above; and
f) The deduction of the amounts certified in all previous Interim Payment

Certificates.
g) Any other information that the OWNER / OWNER's Representative

may reasonably request.
13.4.2 Contractor shall raise its consolidated invoices / bills only once a month.
13.5 Mode of Payment
13.5.1 The mode of payment by OWNER to the Contractor shall be mutually agreed
to after approval of financing plan by the Lenders.
13.5.2 The OWNER shall pay the amount certified in each Interim Payment
Certificate within 30 days from the date on which the OWNER / OWNER's
Representative received the Contractor's statement and supporting
Documents and the OWNER shall pay the amount certified in the Final
Payment certificate within 120 days from the date of issue of the Take-over
certificate.
ISSUE
R0

TCE 4891A-H-500-004

13.5.3 Pursuant to this clause no. 13.0, if the commercial banks are closed due to a
public holiday, period as above shall be extended to the first business day
after the end of the period concerned. In addition, unless the parties
otherwise agree, OWNER shall not be obligated to pay, in respect of any
request for payment, any amount in excess of amount anticipated to be paid
for Work or supply of Goods completed in such date, as set forth in the
mentioned payment schedule as per item 4.0 of Schedule F1 of Volume - II,
“Schedule of Prices”. If any request for payment does not comply in all
Material respects with this clause no. 13.0, OWNER shall inform Contractor
about the same within 15 days following the receipt of such request for
payment, and Contractor shall re-submit such request for payment. If less
than the full amount is paid, OWNER shall state in writing the reasons for
paying such lesser sum. Any dispute shall be dealt with under clause no.
22.0 below and shall not be a basis for withholding payment of any
undisputed amount. Any dispute regarding OWNER's payment of a lesser
sum than that set forth in a request for payment must be raised by Contractor
within 30 days of receipt of such payment, or Contractor's right to dispute
such payment is waived. During the pendency of any such Dispute and the
resolution thereof, Contractor shall continue to perform the Work in
accordance with the provisions set forth herein.
13.6 Delayed Payment
If payment of any sum payable is delayed beyond additional 60 days for

reasons solely attributable to the OWNER, the Contractor shall be entitled to
receive simple interest charges on the amount unpaid during the period of
delay. These interest rates shall be calculated at the rate of one percentage
points above the short term Prime Lending rates of State Bank of India. The
Contractor shall be entitled to such payment without formal Notice and
without prejudice to any other right or remedy.
13.7 Deductions from Contractor’s Bills/Payments Withheld
13.7.1 All costs, damages or expenses, which the OWNER may have paid, for
which under the Contract the Contractor is liable, will be claimed by the
OWNER. All such claims shall be billed by the OWNER to the Contractor
regularly as and when they fall due. Such bills shall be supported by
appropriate and certified vouchers or explanations, to enable the Contractor
properly identify such claims. Such claims shall be paid by the Contractor
within 15 (fifteen) Days of the receipt of the corresponding bills and if not paid
by the Contractor within the said period, the OWNER may the deduct the
amount, from any monies due or becoming due by him to the Contractor
under the Contract or may be recovered by actions of Law or otherwise, if the
Contractor fails to satisfy the OWNER of such claims.
ISSUE
R0

TCE 4891A-H-500-004

13.7.2 OWNER shall have the right to withhold from any payment due to Contractor,
including the final payment, such amounts as OWNER reasonably deems
necessary or appropriate to protect it because of any one or more of the
following reasons:
a) Defects in any Work, which might affect OWNER's ability to operate

the CHS Package as contemplated herein, whether or not payment
has been made therefor;
b) The filing of any vendor / tradesman’s lien or similar encumbrance in

respect of the Work or the CHS Package (or any portion thereof);
c) A dispute as to the accuracy or completeness of any request for

payment received by OWNER pursuant to this clause no. 13.0 within
90 Days of receipt thereof or payment made there under;
d) Contractor's failure to deliver any Performance Securities to OWNER

as contemplated by clause no. 13.2
e) Any requirement in accordance with Applicable Laws to withhold any

Taxes payable by Contractor in respect of the Goods/Work or any part
thereof;
f) Contractor's failure to make payments to Sub-contractors or Workers

for Work or supply of Goods or to any statutory & Regulatory authority
including amounts withheld by Contractor because of disputes
between Contractor and such Persons.
g) Any legal cases, litigations pending against the Contractor or against

the OWNER but relating to the Works or Contractor’s obligations
under the Contract.
h) Any breach of warranties contained in the Contract
13.7.3 In addition to the provisions of this clause no. 13.7 which relates to the
recovery by the OWNER of any amounts that the OWNER may have paid, for
which the Contractor is liable under the Contract, the OWNER shall also be
entitled to recover all the dues in terms of the Contract including Liquidated
Damages for delay, Liquidated Damages for the shortfall in the guaranteed
performance parameters, etc., by way of deductions from the payments due
to the Contractor or that may become due to the Contractor in future or from
any securities / guarantees under the Contract and / or otherwise.
ISSUE
R0

TCE 4891A-H-500-004

13.7.4 Notwithstanding any dispute that Contractor may have, and regardless of the
basis thereof or grounds therefor, Contractor agrees that it will, for so long as
the Contract has not been terminated diligently prosecute the Work up to
Final Performance Acceptance and Take-over of CHS Package, all in
accordance with the terms of the Contract.
13.7.5 Any payment due to OWNER by the Contractor and remaining unpaid
beyond the stipulated date shall be liable to interest payment at the rate of
1(one) percentage point above the short term Prime Lending Rate of State
Bank of India from the date of due to OWNER to the date of receipt of dues
from Contractor by OWNER.
13.8 Final Performance Acceptance and Contractor's Request for Final

Payment
13.8.1 Prior to Final Performance Acceptance of CHS Package, Contractor shall

submit to OWNER / OWNER's Representative, a final Request for Payment.
Contractor shall, prior to or concurrently with that request,
a) Provide certification to OWNER / OWNER's Representative that every

liability to Sub-Contractors, Workers and other Persons incurred by or
for Contractor on account of the supply of Goods or performance of the
Work of such CHS Package has been duly paid, discharged or waived,
together with releases and waivers of liens effective under Applicable
Law and in form and substance satisfactory to OWNER from all the
foregoing (to the extent such releases and waivers have not already
been delivered to OWNER);
b) Provide Certificate to OWNER that all statutory and regulatory liabilities

have been settled with regard to supply or Work in respect of the
Contractor and Sub-Contractor and there are no claims or demands
pending from such authorities. The Contractor further undertakes that
in the event of unpaid liability or unsettled claim, the Contractor shall
pay the same.
c) Furnish to OWNER / OWNER’s Representative a sworn statement

setting forth in reasonable detail each liability to Sub-contractors and
other Persons which are disputed by Contractor and which Contractor
knows or has reason to believe may thereafter be disputed on account
of the performance of the Work of such CHS Package;
d) Furnish to OWNER the documents required by Sub-clause 3.2.2 and
ISSUE
R0

TCE 4891A-H-500-004

e) Prepare with OWNER / OWNER’s Representative a Punch List of all

items, which remain to be finished, corrected or otherwise performed.
Promptly after preparation of the Punch List Items, OWNER I OWNER’s
Representative shall mutually agree on the amount of money due on
account of the pending items of the Punch List to be withheld from the
payment due to Contractor and date of completion. The Punch List
reserve shall in no event exceed 150 (one hundred and fifty) % of the
aggregate value of Punch List Items, as reasonably determined by
OWNER / OWNER’s Representative.
Any final request for payment which does not satisfy all of the conditions set
forth above does not constitute a valid and proper final request for payment
and OWNER shall not have any obligation to make any payment there under.
13.8.2 Within 120 (One hundred and twenty) Days following the Final Performance
Acceptance of CHS Package and issue of Final Acceptance certificate, and
OWNER’s receipt of a valid final request for Payment, OWNER shall pay to
Contractor, the Contract Price then unpaid plus all other net amounts then
owed by OWNER to Contractor hereunder in connection with such CHS
Package, less
a) The Punch List reserve,
b) Such amount as OWNER deems reasonably necessary to pay each

liability then outstanding against Contractor on account of the Supply of
Goods or Performance of Work of such CHS Package, together with
any amounts withheld from the Final Payment pursuant to clause no.
13.8 above (collectively, the “Claims reserve”) and
c) The amount of any Liquidated Damages payable and paid determined

in accordance with clause 11.0 above.
The Claims Reserve shall be held by the OWNER until Contractor provides
OWNER with:
(i) Satisfactory evidence that each of the foregoing underlying liabilities

has been duly paid, discharged or waived or
(ii) A letter of credit satisfactory in amount, form and substance to OWNER

to indemnify OWNER against the same or otherwise a Bank Guarantee
in a format acceptable to OWNER from a bank as prescribed for
Contract Performance Guarantee.
ISSUE
R0

TCE 4891A-H-500-004

13.8.3 All payments made during the Contract including the Final payments shall be
on account payments only till release of the Contract Performance
Guarantee, which shall be construed to be the Final Payment. The Final
Payment will be made on completion of all the Works and of fulfilment of all
obligations under the Contract by the Contractor.
13.8.4 The Final payments to the Contractor on successful completion of

performance and Guarantee Tests shall be subject to the Contractor having
cleared all his dues to the OWNER under the Contract as also all of his Sub-
Contractor/Sub-vendors and having paid all the statutory liabilities.
13.8.5 All payments to be made by the OWNER under the Contract shall be subject
to compliance by the Contractor of all statutory requirements as may be
applicable.
13.9 Punch List Items
Contractor shall perform all Work required or appropriate for all Punch List
Items within a Schedule to be mutually determined by Contractor and
OWNER/PROJECT MANAGER after submission of the Final Request for
Payment in accordance with clause no. 13.8 above. Such Schedule shall
provide for completion of all Punch List Items as soon as practicable following
determination of the completion schedule. Upon completion of the Punch List
Items, Contractor may submit to OWNER and the OWNER's Representative
a request for release of the Punch List Reserve and shall furnish with such a
request a certificate that all Punch List Items have been completed. Unless
OWNER/PROJECT MANAGER disputes a charge or statement in such
request or certificate, OWNER shall release the Punch List Reserve to
Contractor within 30 (thirty) Days after receipt of Contractor's request
therefore given in accordance with the foregoing sentence of this clause no.
13.9.
13.10 Effect of Payment
13.10.1 No payment and no partial or entire use or occupancy of CHS Package by

OWNER shall:
a) Be deemed a representation that OWNER has inspected the CHS

Package;
b) Constitute or be deemed an acceptance, in whole or in part, of any

portion of the Work or the CHS Package; or
c) Operate to release Contractor from any obligations or Liabilities under

the Contract.
ISSUE
R0

TCE 4891A-H-500-004

13.10.2 The Final Payment shall be deemed to release Contractor from all obligations
hereunder except those in respect of OWNER acceptance of such CHS
Package, Contractor's Guarantees and Warranties regarding the CHS
Package, the indemnification and any other obligations under the Contract,
which by their terms can be deemed to survive beyond the Final Payment.
13.11 Release
The acceptance by Contractor of payment pursuant to clause no. 13.8 above

shall, to the fullest extent permitted by law, operate as a release by
Contractor to OWNER of all liability of Contractor and any Sub-contractor or
any other Person who supplied the Goods or performed Work or cause the
Goods to be supplied or Work to be performed, directly or indirectly, on
behalf of Contractor and from any further payment for all things done or
furnished in connection with the Work, except for and to the extent of (i)
amounts withheld under clause no. 13.8.2 above or (ii) any unresolved
payment disputes between Contractor and OWNER which have not been
resolved prior to receipt of the Final Payment.
14.0 CHANGE ORDERS
A Change Order shall be issued by the OWNER/PROJECT MANAGER in

accordance with this clause 14.0, when either OWNER/PROJECT
MANAGER or Contractor proposes to make any change in the Services, the
Contract Price, the Performance Guarantees and/or the Schedule.
14.1 Further Detailing not a Change Order
Contractor’s performance of Services shall be subject to further detailing from

time to time and Contractor shall receive no additional compensation for such
detailing to the extent that such detailing does not constitute a Change Order.
ISSUE
R0

TCE 4891A-H-500-004

14.2 Right to Change Order
14.2.1 Change Orders may be initiated by the OWNER/OWNER’s Representative at

any time during the Contract Period, either by instruction or by a request (the
“Change Order Notice”) to the Contractor to submit a proposal. If the
OWNER/OWNER’s Representative requests the Contractor to submit a
proposal and subsequently elects not to proceed with the change, the
Contractor shall not be reimbursed for the Cost incurred for proposal.
14.2.2 The Contractor shall not make any alteration and/or modification of the
Services unless and until the OWNER/OWNER’s Representative instructs or
approves a Change Order in Writing.
14.2.3 Change Orders may be requested by the Contractor (the “Change Order
Request”) (i) in case its performance of Services is affected by any Change in
Laws or any act or omission of the OWNER, OWNER’s Representative or
OWNER’s Other contractors, or (ii) to propose any change which in the
Contractor’s opinion will reduce the cost of constructing, maintaining or
operating the CHS Package or otherwise be of benefit to the OWNER.
14.3 Change Order Procedure
14.3.1 If the OWNER/OWNER’s Representative issues a Change Order Notice, the

Contractor shall submit a proposal addressing the following, within fifteen
(15) Days or any other period as mutually agreed:
a) a description of the proposed design and/or work to be performed, and

a programme for its execution together with supporting details and
calculations;
b) the Contractor’s proposal for any necessary modifications to the

Schedule;
c) the Contractor’s proposal for any adjustment to the Contract Price,

Guaranteed Completion Dates, Performance Guarantees and/or
modifications to the Contract.
14.3.2 If the Contractor issues a Change Order Request, the Contractor shall submit
a proposal addressing the following:
a) the reasons for the request with supporting details / documents;
b) a description of the design and/or work affected or proposed to be

performed, together with programme for execution and other supporting
details / calculations;
ISSUE
R0

TCE 4891A-H-500-004

c) the Contractor’s proposal for any necessary modifications to the

Schedule;
d) the Contractor’s proposal for any adjustment to the Contract Price,

Guaranteed Completion Dates, Performance Guarantees and/or
modifications to the Contract.
14.3.3 The OWNER / OWNER’s Representative shall respond with approval,

rejection or comments within a period to be mutually agreed after receipt of
such proposals.
14.3.4 If the OWNER / OWNER’s Representative instructs or approves in Writing a

Change Order, he shall proceed with adjustments to the Contract Price,
Schedule of Payments, Performance Guarantees and/or Guaranteed Time
for Completion.
14.3.5 Contractor shall not suspend performance of this Contract during review and
negotiation of any Change Order, except as may be directed by OWNER or
required by Applicable Law
14.3.6 Payment in respect of the approved Change Orders shall be released by the
Owner to the Contractor on satisfactory completion of such Change Order
and its certification by the Owner’s Representative in the same manner as
applicable to corresponding milestone payments under the Contract.
15.0 TERMINATION BY THE OWNER
15.1 Termination for Convenience
The OWNER shall be entitled to terminate the Contract at the OWNER’s

convenience, at any time by giving thirty (30) Days prior notice to the
Contractor. Such notice of termination shall specify that termination is for
OWNER’s convenience and the date upon which such termination becomes
effective. Upon receipt of such notice, the Contractor shall proceed as
follows:
(i) cease all further work, except for such work as may be necessary and
instructed by the OWNER/OWNER’s Representative for the purpose of
making safe or protecting those parts of the Services already
executed, and any work required for leaving the Site in a clean and safe
condition;
(ii) stop all further sub-contracting or purchasing activity, and terminate

Sub-contracts;
ISSUE
R0

TCE 4891A-H-500-004

(iii) handover all Documents, equipment, materials and spares relating to

the CHS Package prepared by the Contractor or procured from other
sources up to the date of termination for which the Contractor has
received payment equivalent to the value thereof;
(iv) handover those parts of the CHS Package executed by the Contractor
up to the date of termination; and
(v) remove all Contractor’s Equipment, which is on Site and repatriate all
his staff and labour from the Site.
15.2 Termination for Default by Contractor
15.2.1 Notice to Correct
If the Contractor fails to carry out any of his obligations, or if the Contractor
does not execute the Services in accordance to the Contract, the
OWNER/OWNER’s Representative may give notice to the Contractor
requiring him to make good such failure. The Contractor shall remedy the
same or take reasonable action to remedy the same within fifteen (15) Days
from date of such notice.
If the Contractor:
a) fails to comply with a notice under sub-clause 15.2.1, or
b) abandons or repudiates the Contract, or
c) without reasonable excuse fails to commence or proceed with the

Services in accordance with the Contract, or
d) becomes bankrupt or insolvent, goes into liquidation, has a receiving or

administration order made against him, compounds with his creditors,
or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which
(under any Applicable Law) has a similar effect to any of these acts or
events, or
e) assigns the Contract without the required consent of OWNER, or
f) fails to comply with Applicable Laws and/or Applicable Permits, or
g) is in material breach of the Contract,
ISSUE
R0

TCE 4891A-H-500-004

then the OWNER may, without prejudice to any other right or remedy
OWNER may have under the Contract after having given thirty (30) Days’
notice to the Contractor, terminate the Contractor’s employment under the
Contract, should Contractor fail to rectify within such notice period or
commence to rectify the defaults within fifteen (15) Days of receipt of such
notice from OWNER; provided always that in the case of paragraph (d)
above, the termination shall become effective on OWNER issuing the notice
of termination.
Upon termination, OWNER shall automatically without the necessity of any

further action by the Contractor stand subrogated to the interests of
Contractor in or under any Sub-contracts. OWNER shall succeed Contractor
in all Sub-contracts and the OWNER shall compensate the Sub-contractors
under such Sub-contracts the compensation becoming due and payable
under their agreements with the Contractor from and after the date OWNER
decides to succeed to the interests of the Contractor. The Contractor shall
simultaneously deliver all Documents relating to the CHS Package prepared
by the Contractor or procured from other sources up to the date of
termination to the OWNER. Upon termination, if requested by OWNER,
Contractor shall withdraw from the Site and shall remove as directed by
OWNER any debris or waste materials (including any hazardous substances)
generated by Contractor in performance of the Services.
OWNER may take possession of any and all materials, documents, purchase
orders, correspondence and schedules that OWNER deems necessary to
complete the CHS Package. The OWNER is also free to take possession of
and use Contractor’s Equipment at Site free of any cost. The rights and
authorities conferred on the OWNER and the OWNER’s Representative by
the Contract shall not be affected by such termination.
The Contractor shall not be released from any of his obligations or liabilities
accrued under the Contract. For the avoidance of doubt, the termination of
the Contract in accordance with this clause shall neither relieve the
Contractor of his accrued obligations for Warranty or Latent Defects or his
accrued liability to pay Liquidated Damages for Delay and/or Performance
nor shall entitle him to reduce the value of Contract Performance Security.
15.2.2 The OWNER may upon such termination complete the CHS Package
himself and/or by employing any other contractor. The OWNER or such
other contractor may use for such completion such of the Documents made
by or on behalf of the Contractor, Contractor’s Equipment, Temporary Works,
plant and materials as he or they may think proper. Upon completion of the
Services, or at such earlier date as the OWNER/OWNER’s Representative
thinks appropriate, the OWNER/OWNER’s Representative shall give notice
that the Contractor’s Equipment and Temporary Works will be released to the
Contractor at or near the Site. The Contractor shall remove or arrange
removal of the same from such place without delay and at his cost.
ISSUE
R0

TCE 4891A-H-500-004

15.2.3 Upon termination, if OWNER is of the opinion that he is not able to complete
the CHS Package himself or with the help of other Contractors, then he may
reject the incomplete Works. In such an event the OWNER shall recover all
money paid by the OWNER to the Contractor for the incomplete /rejected
CHS Package. The Contractor shall also dismantle and dispose off the
rejected/incomplete Works and also clear the Site at his cost. If he fails to do
so, the OWNER will dismantle and dispose off the rejected incomplete CHS
Package and clear the Site at Contractor’s Cost and risk and recover all
expenses incurred in this regard from the Contractor.
15.3 Payment after Termination
15.3.1 After termination under clause no. 15.2 above, the Contractor shall not be
entitled to any further payment under the Contract, except that, if OWNER
completes the CHS Package and the costs of completion are less than the
Contract Price, the OWNER shall pay Contractor an amount properly
allocable to Services fully performed by Contractor prior to termination for
which payment was not made to Contractor or a Sub-contractor, upon
completion of the CHS Package by OWNER.
15.3.2 The OWNER shall be entitled to recover from the Contractor the extra costs,
if any, of completing the Works. In addition, OWNER shall be entitled to
exercise any rights or remedies available to OWNER hereunder or at law or
in equity.
15.4 Bribes
If the Contractor, or any of his Sub-Contractors, agents or servants gives or

offers to give or promises to give to any Person any bribe, gift, gratuity or
commission as an inducement or reward:
a) For doing or forbearing to do any action in relation to the Contract, or
b) For showing favour or disfavour to any Person in relation to the

Contract
then the OWNER may, after having given 15 (fifteen) Days' Notice to the
Contractor, terminate the Contractor's employment under this Contract and
also expel him from the Site. The effects of termination contained in clause
15.2 above shall apply mutatis mutandis to the termination under this clause.
In addition he will also be subjected to any criminal liability, which it may
incur, and payment of loss or damage to the OWNER resulting from any
cancellations.
ISSUE
R0

TCE 4891A-H-500-004

16.0 DEFAULTS AND REMEDIES
16.1 Contractor’s Entitlement to Suspend Work or supply of Goods
16.1.1 If the OWNER fails to certify a payment or pay the Contractor the amount due
and fails to explain why the Contractor is not entitled to such amount, within
120(One hundred and twenty) Days after the expiry of the time stated in
clause no. 13.0 above within which payment is to be made, except for any
deduction that the OWNER is entitled to make under the Contract, the
Contractor may suspend Work or supply of Goods or reduce the rate of Work
after giving not less than 60 (sixty) Days' prior Notice to the OWNER. Such
action shall not prejudice the Contractor's entitlements to payment under
clause no. 13.0 above and to terminate under clause no. 16.2 below.
16.1.2 If the Contractor suspends Work or supply of Goods or reduces the rate of
Work, and the OWNER subsequently pays the amount due, the Contractor's
entitlement under clause no. 16.2below shall lapse in respect of such delayed
payment, unless Notice of termination has already been given, and Notice
period of 60 (sixty) Days has expired and the Contractor shall resume Work.
16.2 Termination
If the OWNER:
a) Fails to pay the Contractor the amount due within 180(One Hundred
and Eighty) Days after the expiry of the time stated in clause no. 13.0
above within which payment is to be made (except for any deduction
that the OWNER is entitled to make under the Contract or any disputed
amount), or
b) Becomes bankrupt or insolvent, goes into liquidation, has a receiving or

administration order made against him, compounds with his creditors,
or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which
(under any applicable law) has a similar effect to any of these acts or
events, or
c) If a prolonged suspension affects the whole of the Works as described

in clause no. 9.6 above, then the Contractor may terminate his
employment under the Contract by giving Notice in Writing to the
OWNER, and the Financing parties subject to clause no. 16.3 below.
16.3 Notice of Right to Cure
16.3.1 Notwithstanding anything to the contrary in this Contract, Contractor shall not
be entitled to terminate this Contract unless:
ISSUE
R0

TCE 4891A-H-500-004

a) Contractor gives Written Notice to OWNER and Financing parties which

specifies the default and
b) OWNER or Financing parties shall within 120 (One Hundred and

Twenty) Days after such Notice fail to cure any such default, other than
the default mentioned clause 16.2 (a) above in which case the
termination shall become effective on Contractor issuing the notice for
termination.
16.3.2 Cure by Financing parties may include:
a) Causing OWNER to cure; or
b) Curing themselves
c) Seeking foreclosure of all or part of the Plant.
16.4 Cessation of Work and Removal of Contractor's Equipment
16.4.1 After termination under clause 16.2 above, the Contractor shall:
a) Cease all further Work, except for such Work as may be necessary and
instructed by the OWNER / OWNER's Representative for the purpose
of making safe or protecting those parts of the Works already executed,
and any Work required to leave the Site in a clean and safe condition,
b) Handover all Design Documents, Construction Documents, Manuals,

equipment, Materials and spares for which the Contractor has received
payment,
c) Hand over those other parts of the Works executed by the Contractor
upto the date of termination, and
d) Remove all Contractor's equipment, which is on the Site and repatriate

all his staff and labour from the Site.
16.4.2 Any such termination shall be without prejudice to any other right of the
Contractor under the Contract.
16.5 Payment on Termination
16.5.1 After termination under clause no. 15.1 or clause 16.2 above, the OWNER
shall return the initial Advance Bank Guarantee and Contract Performance
Security, (except to the extent required for the surviving obligations of the
Contractor) and shall pay the Contractor an amount calculated and certified
in accordance with clause no. 20.6 and sub contractor cancellation charges.
ISSUE
R0

TCE 4891A-H-500-004

16.5.2 Survival of Obligations
Notwithstanding anything to the contrary contained herein, any termination of

this Contract shall not relieve:
a) Either Party of its obligations with respect to confidentiality as set forth

in this Contract,
b) Either Party of any obligations hereunder which expressly survives

termination hereof, and
c) Either Party of its obligations or liabilities for loss or damage to the

other party arising out of or caused by acts or omissions of such First
party prior to the effectiveness of such termination or arising out of such
terminations and shall not relieve Contractor of its obligations and
liabilities for portions of the Work already performed prior to the date of
termination.
17.0 INDEMNIFICATION
17.1 General Indemnity
17.1.1 Contractor shall fully indemnify, save harmless and defend OWNER,
OWNER’s shareholders, the OWNER’s Representative, and the directors,
agents and employees of the OWNER (the “OWNER Indemnified Parties”)
from and against any and all claims, including reasonable legal costs,
(collectively the “Damages”) by third parties in respect of death or bodily
injury or in respect to loss or damage to any property (other than the Plant or
part thereof not yet taken over) which arises out of or in consequence of the
Services whilst the Contractor has responsibility for the care of the works to
the extent resulting from Contractor’s or any Sub-Contractor’s or their agents
or employees intentional act, negligence, or strict liability or omission in the
performance of the Services hereunder; provided that the foregoing
obligation shall not apply to the extent the OWNER Indemnified Parties are
contributory negligent or strictly liable or to the extent such damages are
caused by the intentional acts or omissions of the OWNER Indemnified
Parties.
ISSUE
R0

TCE 4891A-H-500-004

17.1.2 OWNER shall fully indemnify, save harmless and defend Contractor and its
shareholders and the directors, agents and employees of the Contractor (the
“Contractor Indemnified Parties”), from and against any and all claims,
including reasonable legal costs, (collectively the “Damages”) by third parties
in respect of death or bodily injury or in respect to loss or damage to any
property which arises out of or in consequence of the execution of the Project
to the extent caused by OWNER’s or OWNER’s other contractor’s strict
liability, intentional act or omissions or negligence; provided that the
foregoing obligation shall not apply to the extent the Contractor Indemnified
Parties are contributory negligent or strictly liable or to the extent such
damages are caused by the intentional acts or omissions of the Contractor
Indemnified Parties.
17.2 Specific Indemnification
17.2.1 Contractor shall fully indemnify, save harmless OWNER Indemnified Parties
from and against any claim, demand, liability, action, proceedings, cost or
expense in favour of any third party with respect to:
a) Failure of Contractor, any Sub-Contractor or any of their respective

Sub-Contractors to comply with Applicable Laws and Applicable
Permits, Prudent Utility Practices and Good Engineering Practices.
b) Failure of Contractor to make payments of taxes relating to

Contractor's, any Sub-Contractor's income or other taxes required to
be paid by Contractor pursuant to this Contract irrespective of whether
they are reimbursable or to be compensated under the terms of this
Contract.
c) Any Hazardous Materials Contractor, any Sub-contractor, or any of

their respective Sub-Contractors has at any time brought on and
caused the release thereof on or from the Site or for which any of
them is responsible by law or in the Contract.
17.2.2 OWNER shall fully indemnify, save harmless and Contractor Indemnified
Parties from and against Damages in favour of any third party with respect to:
a) Failure of OWNER or any of its Other Contractors to comply with

Applicable Laws and Applicable Permits.
b) Any Hazardous Materials of OWNER, or any of its Other Contractors

(other than Offshore Supply Contractor, Onshore Supply Contractor,
and Onshore Services Contractor, and the Sub-Contractors) has
brought on and caused the release thereof from the Project Site.
17.3 Intellectual Property Indemnification
ISSUE
R0

TCE 4891A-H-500-004

17.3.1 In performing the Services, Contractor shall not incorporate into the CHS
Package, or use in connection with the CHS Package or the performance of
the work, any materials, methods, processes, systems or service that involve
the use of any confidential information, intellectual property or proprietary
rights that Contractor does not have the right to use or incorporate or which
may result in claims or suits against OWNER, Contractor or any Sub-
contractor arising out of claims of infringement of any third party, domestic or
foreign patent rights, copyrights, other proprietary rights, or intellectual
property rights, licenses or agreements, or applications for any thereof, or
rights of use of confidential information.
17.3.2 Contractor shall provide OWNER with royalty free license for the sole
purpose to operate and maintain the CHS Package.
17.3.3 Contractor shall fully indemnify and save harmless and defend the OWNER
Indemnified Parties from and against any and all Damages that the OWNER
Indemnified Parties may suffer, incur or pay by reason of any claims or suits
arising out of claims of infringement of any patent rights, copyrights or other
intellectual property, proprietary or confidentiality rights with respect to
equipment, designs, techniques, processes and information designed or used
by Contractor or any sub-Contractor in performing the Work or supply of
Goods hereunder or under the Sub-Contracts in any way incorporated in or
related to the Project other than any such equipment, designs, techniques,
processes and information provided by the OWNER Indemnified Parties.
17.3.4 If, in any suit or claim relating to the foregoing, a temporary restraining order
or preliminary injection is granted, Contractor shall make every effort to
secure the suspension of the injunction or restraining order. If, in any such
suit or claim or any part, combination or process thereof, is finally held to
constitute an infringement and its use is permanently enjoined, Contractor
shall promptly make every reasonable effort to secure for OWNER a license,
at no Cost to OWNER, authorising continued use of the infringing Goods or
Work. If Contractor is unable to secure such license within a reasonable time,
Contractor shall, at its own expense and without impairing performance
requirements, either replace the affected Goods or Work, or part,
combination or process thereof with non-infringing components or parts or
modify the same so that they become non-infringing.
17.3.5 Final payment to the Contractor by the OWNER will not be made while any
such suit or claim remains unsettled.
17.4 Notice and Legal Defence
ISSUE
R0

TCE 4891A-H-500-004

17.4.1 Promptly after receipt by a party of any claim or Notice of the commencement
of any action, administrative or legal proceeding, or investigation as to which
the indemnities provided may apply, such Party shall notify the other Party in
Writing of such fact provided that the failure of a Party to give any such
Notice promptly shall not excuse the indemnifying party from its
indemnification obligations hereunder except to the extent any such failure
actually prejudices the indemnifying Party in the defence of such matters.
17.4.2 The indemnifying Party shall assume on behalf of the indemnified Party and
conduct with due diligence and in good faith the defence thereof with counsel
reasonably satisfactory to the indemnified Party; provided that the
indemnified Party shall have the right to be represented therein by advisory
counsel of its own selection and at its own expense; and provided, further,
that if the defendants in any such action include both the indemnifying Party
and the indemnified Party and the indemnified Party shall have reasonably
concluded that there may be legal defences available to it which are different
from or additional to, or inconsistent with, those available to the indemnifying
Party, the indemnified Party shall have the right to select separate counsel to
participate in the defence of such action on its own behalf at the indemnifying
Party's expense.
17.4.3 The indemnified Party shall, at the request of the indemnifying Party, provide
all reasonably available assistance in the defence or settlement of any such
claim, action, proceeding or investigation, and all reasonable costs and
expenses incurred by the indemnified Party in connection with the defence or
settlement of any such claim, action, proceeding or investigation shall be
reimbursed by the indemnifying Party promptly upon demand thereof. The
indemnified Party shall not settle or compromise any claim, action or
proceeding without the prior Written consent of the indemnifying Party such
consent not to be unreasonably with held.
17.5 Failure to Defend Action
If any claim, action, proceeding or investigation arises as to which the

indemnities provided may apply, and the indemnifying Party fails to assume
the defence of such claim, action, proceeding or investigation, then the
indemnified Party may at the indemnifying Party's expense contest or settle
such claim.
ISSUE
R0

TCE 4891A-H-500-004

17.6 Survival: Expiration of Indemnity
The provision of this Clause 17.0 shall survive final acceptance or the
termination of this Contract; provided that neither Party shall have any
indemnity obligations pursuant to this Clause 17.0 for any claim arising out of
or resulting from events or circumstances occurring after the termination of
this Contract or after the expiration of the Latent Defect Liability Period; and
provided further that neither Party shall have any indemnity obligation
pursuant to this Clause 17.0 unless notice of any such claim for indemnity by
either Party is received by the indemnifying Party prior to the date that is
three (3) years after the expiration of the Latent Defect Liability Period.
18.0 CONTRACTOR'S CARE OF THE WORKS
18.1 The Contractor shall take full responsibility for the care of the Works from the
commencement date indicated in the Notice to Proceed until the date of issue
of the Certificate of Provisional Take Over for the CHS Package, when
responsibility shall pass to the OWNER.
18.2 The Contractor shall take responsibility for the care of any outstanding Work
or obligations which is required to be completed/ fulfilled prior to the expiry of
the Contract Period, until the OWNER's Representative confirms in Writing
that such outstanding Work or obligation has been completed / fulfilled.
18.3 If any loss or damage happens to the CHS Package, during the period for
which the Contractor is responsible, the Contractor shall rectify such loss or
damage, at his cost, so that the Works conform to the Contract. The
Contractor shall also be liable for any loss or damage to the Works caused by
operations carried out by the Contractor after the date of issue of the
Certificate of Provisional Take Over until the expiry of the Contract Period in
so far as such loss or damage is not covered under Insurance to be taken by
the OWNER for operation of Plant.
19.0 LIMITATION OF LIABILITY
19.1 No consequential Damages, etc.
ISSUE
R0

TCE 4891A-H-500-004

Except for any specific liability which may be identified in the Contract and
which may be payable hereunder, Contractor shall not be liable for any
special, incidental, indirect, or consequential Damages or any loss of
business Contracts, revenues or other financial loss (or equivalents thereof
no matter how claimed, computed or characterised) arising out of or in
connection with the Performance of the Work or supply of Goods unless
caused by Contractor’s negligence or wilful misconduct. In addition, OWNER
shall have no liability or any special, incidental, indirect or consequential
Damages or any loss of business Contracts, revenues or other financial loss
arising out of this Contract.
19.2 Limitation of Liability
19.2.1 Contractor’s liability under the Contract shall be limited as below :
(i) with respect to delay in achieving the Guaranteed Completion Dates,

the Liquidated Damages for Delay sub-cap in aggregate shall be ten
percent (10%) of the Contract Price.
(ii) with respect to shortfall in Performance Guarantees the Performance

Liquidated Damages sub-cap in aggregate shall be fifteen per cent
(15%) of Contract Price;
(iii) the overall cap on Liquidated Damages (for Delay, and Performance)
in the aggregate shall be twenty per cent (20%) of the Contract Price;
19.2.2 Other than those specific remedies stated in this Contract, Liquidated
Damages shall be OWNER’s sole remedy for (i) Contractor’s delay or (ii)
shortfall in Performance Guarantees.
19.2.3 Payment of the above Delay Liquidated Damages shall not affect or prejudice
in any way or manner OWNER’s right to terminate the Contract nor shall any
termination of Contract prejudicially affect the OWNER’s right to recover any
accrued Delay Liquidated Damages or release the Contractor from any
obligation for payment thereof.
19.3 Maximum Liability
The Contractor’s aggregate liability under or arising out of or in connection

with this Contract, its performance or breach shall be limited to the Contract
Price. This shall, however, exclude his liability for Liquidated Damages for
Delay and Performance pursuant to Clause 19.2 and any and all third party
liabilities or indemnities including Intellectual Property Indemnification
pursuant to Clause 17.0 and other provisions of the Contract.
19.4 Exclusive Remedies
ISSUE
R0

TCE 4891A-H-500-004

The OWNER’s and Contractor’s remedies and liabilities that are identified in
this Contract shall be the sole and exclusive remedies available to the Parties
in respect of matters to which they are said to relate in this Contract
irrespective of any rights and remedies which might be available at common
law, in tort (including negligence), by statute or otherwise.
20.0 FORCE MAJEURE
20.1 Definition of Force Majeure
“In this Clause, “Force Majeure” shall mean an event or circumstance

beyond the reasonable control of the Owner or the Contactor which could not
have been foreseen, prevented or mitigated by such Party using its
reasonable diligence and which makes it impossible for such Party to perform
the whole or in part its obligations under the Contract, including but not
limited to:
a) Act of God;
b) An act of war, (whether declared or undeclared) hostilities invasion,

armed conflict or an act of foreign enemies, blockade, embargo,
revolution, military action, or sabotage.
c) Contamination by radio-activity from any nuclear fuel, or form any

nuclear waste from the combustion of nuclear fuel, radioactive toxic
explosive, or other hazardous properties.
d) Riot, civil commotion, terrorism or disorder, unless solely restricted to

employees of the Contractor or of his Sub-contractors.
e) Natural or regional industrial disputes or targeted disputes which are

part of national or regional campaign and which is not reasonably within
the powers of a Party to prevent, or which is not specific to the
Party or any of his Contractors or Subcontractors.
f) Operation of the forces of nature such as earthquake, hurricane,

lightning, tidal wave, tsunami, typhoon or volcanic activity.
20.2 Excused Performance
If either Party is rendered wholly or partially unable to perform its obligations

under this Contract because of a Force Majeure Event, that party will be
excused from whatever performance is affected by the Force Majeure event
to the extent so affected provided that:
ISSUE
R0

TCE 4891A-H-500-004

a) The affected Party gives the other Party Written Notice of the
occurrence of the Force Majeure Event as soon as practicable after the
occurrence of the Force Majeure Event and also gives the other Party
Written Notice describing in reasonable detail the particulars of such
occurrence, including an estimation of its expected duration and
probable impact on the performance of such Party's obligations
hereunder, and thereafter continues to furnish thereto timely regular
reports with respect to continuation of the Force Majeure Event;
b) The suspension of performance shall be of no greater scope and of no

longer duration than is reasonably required by the Force Majeure.
c) No liability of either Party which arose before the occurrence of the

Force Majeure Event causing the suspension of performance shall be
excused as a result of the occurrence.
d) The affected Party shall exercise all reasonable efforts to mitigate or

limit Damages to the other Party.
e) The affected Party shall use its best efforts to continue to perform its
obligations hereunder and to correct or cure the event or condition
excusing performance;
f) When the affected Party is able to resume performance of its

obligations under this Contract, that Party shall give the other Party
Written Notice to that effect and shall promptly resume performance
hereunder.
20.3 Limitations
Anything in this Contract to the contrary notwithstanding.
a) Any act, event, or occurrence listed above or asserted as a Force

Majeure Event that results materially from the negligence or intentional
acts of the affected party (including in the case of Contractor or any
Sub-contractor thereof) shall not constitute a Force Majeure Event; and
b) The affected Party shall not be relieved from obligations under this
Contract to the extent that the negligence or wilful misconduct of the
affected Party (or in the case of Contractor or any Sub-Contractor
thereof) contributes to or aggravates the Force Majeure Event.
20.4 Effect of Force Majeure Event
ISSUE
R0

TCE 4891A-H-500-004

Neither the OWNER nor the Contractor shall be considered in default or in

Contractual breach to the extent that performance of obligations is prevented
by a Force Majeure Event, which arises after the Effective Date. Except as
otherwise provided in a Change Order, an extension of time shall be granted
to Contractor only to the extent Contractor proves to OWNER;
a) The performance of the Work or supply of Goods is actually and

necessarily delayed by an event of Force Majeure and
b) The effect of such event of Force Majeure could not have been
prevented or avoided or removed despite exercise of reasonable due
diligence whether before, after or during the event of Force Majeure.
20.5 Payment to Contractor
If, in consequence of Force Majeure, the Plant or any part thereof shall suffer
loss or damage, the Contractor shall be entitled to claim and receive payment
for the cost of Work or supply of Goods executed in accordance with the
Contract, prior to the event of Force Majeure.
20.6 Optional Termination, Payment and Release
Irrespective of any extension of time, if a Force Majeure event occurs and its
effect continues for a continuous period of 270 (two hundred and seventy)
Days or have been delayed for a cumulative period in excess of 365 (Three
hundred and sixty five) Days, either the OWNER or the Contractor may give
to the other a Notice of termination, which shall take effect 30 (thirty) Days
after the giving of the Notice. If, at the end of the 30 (thirty) Day period, the
effect of the Force Majeure continues, the Contract shall terminate. If the
Contract is terminated under this clause no. 20.6 or clause no. 15.1 or 16.2
the OWNER shall determine the work done and pay to the Contractor.
a) The amounts payable for any Work or supply of Goods carried out for
which a Price is stated in the Contract;
b) The cost of CHS Package and Materials ordered for the Works which
have been delivered to the Contractor, or of which the Contractor is
liable to accept delivery: such Plant and Materials shall become the
property of (and be at the risk of) the OWNER against payment
therefore by the OWNER, and the Contractor shall place the same at
the OWNER's disposal promptly upon receipt of request in respect
thereof from the OWNER.
21.0 FINANCING
21.1 Contractor must submit a breakdown of their equipment and Services by

country of origin.
ISSUE
R0

TCE 4891A-H-500-004

21.2 The Contractor acknowledge that the OWNER will seek financing from a
variety of sources. The Contractor
a) Shall comply with the applicable sourcing rules and environmental

requirements of the Financing Parties.
b) Acknowledges that the Financing Parties may comment on the Contract

and the terms and conditions thereof, and shall negotiate in good faith
with OWNER and / or the Financing Parties regarding changes
requested by the Financing Parties.
c) Acknowledges that the Financing Parties will appoint a Lender's

Independent Engineer to represent the Financing Parties in connection
with the financing of the Works. The Lenders Independent Engineers
duty will include monitoring, checking, inspecting/witnessing the
carrying out of the Works and Witnessing the Tests before Take-over.
d) Acknowledges that the Plant and Materials of Works will have to be

secured/hypothecated and secured with the lenders/financers and he
shall co-operate with them and provide them all information required by
them from time to time.
21.3 The Contractor shall seek performance solely from the Owner to satisfy the
Owner’s obligations under this Contract.
21.4 The Contractor agrees, upon Lenders’ request, to enter into a Direct
Agreement with the Lenders in the form reasonably required by the Lenders.
22.0 CLAIMS, DISPUTES, MUTUAL SETTLEMENT & ARBITRATION
22.1 Procedure for Claims
22.1.1 If the Contractor or OWNER intends to claim any additional payment under
any clause of these conditions, the Party claiming shall give Notice to the
other Party or as soon as possible and in any event within 30 (thirty) Days of
the start of the event giving rise to the claim.
22.1.2 Within 30 (thirty) Days of such Notice, or such other time as may be agreed,
the Party claiming shall send to the other Party an account, giving detailed
particulars of the amount and basis of the claim along with the necessary
supporting documentation. Where the event giving rise to the claim has a
continuing effect, such account shall be considered as interim. The Party
claiming shall then, at such intervals as the other Party may reasonably
require, send further interim accounts giving the accumulated amount of the
claim and any further particulars. Where interim accounts are sent to the
other Party, the Party claiming shall send a final account within 15 Days of
the end of the effects resulting from the event.
ISSUE
R0

TCE 4891A-H-500-004

22.1.3 If the Party claiming fails to comply with this clause no. 22.1.2, he shall not be
entitled to any additional claim and shall be deemed to have waived the
same.
22.2 Mutual Settlement
22.2.1 Any disputes or differences arising out of or in connection with the Contract
shall, to the extent possible, be settled amicably between the Parties.
22.2.2 If any dispute or difference of any kind whatsoever shall arise between
OWNER and Contractor, arising out of the Contract for the performance of
the Works whether during the progress of Works or after its completion or
whether before or after termination, abandonment or breach of Contract, it
shall, in the first place be referred to and settled by OWNER’s
Representative, who within a period of 30 (thirty) Days on request by either
Party to do so, shall give Written Notice of his decision to the OWNER and
the Contractor.
Save as hereinafter provided, such decision in respect of every matter so

referred shall be final and binding upon the Parties until the completion of the
entire Works and shall forthwith be given effect to by the OWNER and/or the
Contractor, as applicable, who shall comply with all such decisions with all
due diligence.
If the OWNER’s Representative has given Written Notice of his decision to

the Parties and no claim to arbitration has been communicated to him by
either Party within 30 (Thirty) Days from receipt of such notice, the said
decision shall become final and binding on the Parties.
In the event of the OWNER’s Representative failing to notify his decision as

foresaid within 30 (Thirty) Days after being requested as aforesaid, or in the
event of either the OWNER or the Contractor being dissatisfied with any such
decision, as the case may be, within 30 (Thirty) Days after the expiry of first
mentioned period of 30 (Thirty) Days, as the case may be, either Party may
require that the matter in dispute be referred to arbitration as hereinafter
provided.
22.2.3 All disputes or differences in respect of which the decision, if any, of the
OWNER’s Representative has not become final or binding as aforesaid, shall
be referred within the next thirty (30) days, for resolution by the intervention
of the Managing Director's or CEO's of the respective Parties within the next
thirty (30) days.
22.3 Arbitration
ISSUE
R0

TCE 4891A-H-500-004

22.3.1 If the disputes or differences under Clause 22.2.3 herein above are still not
resolved, the same shall be referred for arbitration in accordance with the
Indian Arbitration & Conciliation Act, 1996, or any statutory modification or
enactment thereof for the time being in force.
22.3.2 The Contractor and the OWNER will continue to perform their respective
obligations under the Contract during the Arbitration proceedings unless such
performance itself relates to the dispute referred to Arbitration pursuant to
this sub-clause.
22.3.3 The Arbitrator Panel shall consist of 3 (Three) arbitrators, one to be

appointed by the OWNER and Contractor respectively and a third one to be
appointed by the two arbitrators so appointed by the OWNER and the
Contractor and the third arbitrator shall be appointed in accordance with the
provisions of the Indian Arbitration and Conciliation Act, 1996. It is to be
noted that when one party appoints an Arbitrator, the other party should
appoint their Arbitrator within 30 Days. The arbitration shall be held in
Mumbai and the courts in Mumbai shall have jurisdiction on any matter
connected with any Arbitration under this clause no. 22.2.
22.3.4 Arbitration shall be sole and exclusive remedy between the Parties regarding
the dispute referred to Arbitration and any claims, counterclaims issues or
accountings presented or plead to the arbitrators in connection with such
dispute.
22.3.5 The award rendered in any Arbitration commenced hereunder shall be final
and conclusive. The award should be implemented and promptly paid.
22.3.6 The Arbitrators shall have full powers to review or revise the decisions,
opinions, certifications or valuations of the OWNER’s Representative. The
OWNER and the Contractor hereby undertake to carry out the award without
delay. The expenses of Arbitration shall be paid as may be determined by
the arbitrators. They may from time to time, with the consent of the Parties,
enlarge the time for making the award. In case of aforesaid arbitrators dying,
neglecting, resigning or being unable to act for any reason, it will be lawful for
the Parties to nominate another arbitrator with mutual consent of both the
parties.
22.3.7 No decision of the OWNER’s Representative in accordance with a foregoing

provisions shall disqualify him as being called as a witness or giving evidence
before the arbitrators on any matter whatsoever relevant to the dispute or
difference referred to arbitrators as foresaid.
22.3.8 This clause no. 22.2 shall remain in full force and effect notwithstanding any
lawful termination of the Contract where either Arbitration has already
commenced or the liabilities between the OWNER and the Contractor have
not been fully determined.
ISSUE
R0

TCE 4891A-H-500-004

23.0 ENFORCEMENT OF TERMS
23.1 The failure of either Party to enforce at any time any of the provisions of this
Contract or any rights in respect thereto or to exercise any option therein
provided, shall in no way be construed to be a waiver of such provisions,
rights or options or in any way to effect the validity of the Contract.
23.2 The exercise by either Party of any of its rights herein shall not preclude or
prejudice either Party from exercising the same or any right it may have
hereunder.
24.0 REPRESENTATIONS & WARRANTIES
Each Party hereby represents and warrants to the other Party that:
24.1 Organization, Power and Authority.
It is duly organized and validly existing under the laws of its jurisdiction of
incorporation and is qualified to do business in India/…….. (specify any other
country), and in all other jurisdictions in which the nature of the business
conducted by it makes such qualification necessary, and has all requisite
legal power and authority to carry on its business and to execute this
Contract and to perform the terms, conditions and provisions hereof.
24.2 Authorization.
The execution, delivery and performance by such Party of this Contract have
been duly authorized by all requisite corporate action.
24.3 Enforceability.
This Contract constitutes the legal, valid and binding obligation of such Party,
enforceable in accordance with the terms hereof.
24.4 No Conflict.
Neither the execution nor delivery nor performance by such Party of this
Contract, nor the consummation of the transactions contemplated hereby, will
result in a violation of, or a conflict with, any provision of the organizational
documents of such Party; a contravention or breach of, or a default under,
any term or provision of any indenture, contract, agreement or instrument to
which such Party is a party or by which such Party or its property may be
bound, or a violation by such Party of any Law.
24.5 No Violation of Law.
ISSUE
R0

TCE 4891A-H-500-004

It is not in violation of any Law, which violations, individually or in the

aggregate, could reasonably be expected to have an adverse effect on it or
its performance of any obligations hereunder.
24.6 Litigation.
There is no action, suit or proceeding now pending or (to its best knowledge)
threatened against it (or any Subcontractor, in the case of the Contractor)
before any court or administrative body or arbitral tribunal that could
reasonably be expected to adversely affect the ability of such Party (or any
Subcontractor, in the case of the Contractor) to perform its obligations
hereunder (or under any Subcontract) other than those notified to the Project
Company in writing by the Contractor.
24.7 Contractor’s Representations and Warranties.
The Contractor represents and warrants that:
24.7.1 It has or will be the holder of all Permits required to allow it to operate or
conduct its business as contemplated hereby;
24.7.2 It has thoroughly examined this Contract, the Technical Specification and all
applicable Laws and has become familiar with their terms;
24.7.3 It has, and its Subcontractors have, full experience and proper qualifications
to manufacture Equipment and perform the Work and to construct the CHS
Package under the Contract .
It has ascertained the nature and location of all Work to be performed at the
Site, the character and accessibility of the Site and its surrounding areas,
availability of lay-down areas for Equipment and tools, the existence of
obstacles to construction (including any reasonably identifiable underground
obstacles, if any, referred to in this Contract), the availability of facilities and
utilities, the location and character of existing or adjacent work or structures,
the conditions of roads, waterways and railroads in the vicinity of the Site and
in the State of Jharkhand in India, including the conditions affecting shipping
and transportation (such as the limitations of bridges and tunnels), access,
disposal, handling and storage of materials, the surface conditions and other
general and local conditions, including labour, safety, weather, environmental
conditions, geological conditions, if any, noted in this Contract, water supply,
water quality, waste water capacity of existing municipal systems and all
other matters that might affect its performance of the Work or its costs or the
construction of the CHS Package
ISSUE
R0

TCE 4891A-H-500-004

24.7.4 All services provided and procedures followed by the Contractor hereunder to
engineer, design, procure, construct, commission, start-up and test all the
Equipment and other items in the CHS Package shall be done in a
workmanlike manner and in accordance with:
a) Prudent Utility Practices, Engineering Standards and the Design

Specifications;
b) All applicable requirements of all applicable Laws;
c) All requirements of this Contract; and
d) All instructions of Vendors and manufacturers of Equipment, including

instructions relating to storage, erection and testing;
24.7.5 It is familiar with all necessary facilities for delivering, handling and storing all
Equipment and other parts of the Work
24.7.6 It is familiar with all labour conditions and agreements relating to the
performance of the Work;
24.7.7 It will design the Equipment and Work for CHS Package so that the useful
life thereof may reasonably be expected to thirty (30) years;
24.7.8 The Contractor has no reason to believe that any Contractor Permits will not
be readily obtainable by the Contractor in the ordinary course of business
upon due application therefore;
24.7.9 It has satisfied itself as to the means of communication with and access to
and through the Site and accommodations it may require and the precautions
and times and methods of working necessary to prevent any Contractor
Person from creating any nuisance or interference, whether public or private,
which might give rise to any law and order problems within or outside the
Site.
25.0 MISCELLANEOUS
25.1 Non-Waiver.
Neither Party shall be deemed to have waived any right under this Contract
unless such Party shall have delivered to the other Party a written waiver
signed by such waiving Party. No failure or successive failure by either Party
to enforce any covenant or agreement, and no waiver or successive waivers
by either party of any condition of this Contract, shall operate as a discharge
of such covenant, agreement or condition, or render the same invalid, or
impair such Party's right to enforce the same in the event of any subsequent
breach thereof by the other Party.
ISSUE
R0

TCE 4891A-H-500-004

25.2 Severability.
If any of the terms, covenants or conditions hereof or the application of any

such term, covenant or condition shall be held invalid or unenforceable as to
either Party or as to any circumstance by any court or arbitrator having
jurisdiction, the remainder of such terms, covenants or conditions shall not be
affected thereby, shall remain in full force and effect and shall continue to be
valid and enforceable in any other jurisdiction. In such event, the Parties
shall negotiate in good faith to substitute a term, covenant or condition in this
Contract to replace the one held invalid or unenforceable by a mutually
agreed amendment to this Contract with a view toward achieving a valid and
enforceable legal and economic effect as similar as is then reasonably
possible to that originally provided for in this Contract.
25.3 Survival of Provisions.
In order that the Parties may fully exercise their rights and perform their
obligations hereunder arising from the performance of the Work, such
provisions of this Contract that are required to insure such exercise or
performance shall survive the termination of this Contract for any cause
whatsoever.
25.4 Entire Agreement.
This Contract constitutes the entire agreement and contains all of the
understandings and agreements of whatsoever kind and nature existing
between the Parties, and supersedes, to the extent permitted by Indian law,
all prior written or oral agreements, commitments, representations,
communications and understandings between the Parties.
25.5 Amendment.
No amendment, waiver or consent relating to this Contract shall be effective

unless it is in writing and signed by the Parties.
25.6 Successors and Assigns.
All of the terms and provisions of this Contract shall be binding upon and
inure to the benefit of the Parties and their respective successors and
permitted assigns. This Contract is for the sole benefit of the Parties, and to
the extent provided herein, the Indemnities, and is not for the benefit of any
other Person.
25.7 Counterparts.
ISSUE
R0

TCE 4891A-H-500-004

This Contract may be executed in one or more counterparts, each of which

shall be deemed to be an original and all such counterparts shall together
constitute one and the same contract.
25.8 No Benefit to Third Parties.
For the avoidance of doubt, this Contract is not intended to confer any legally
enforceable rights on any Person other than the Parties, their successors in
title and their permitted assignees, whether pursuant to the Contracts (Rights
of Third Parties) Act 1999 or otherwise.
ISSUE
R0

TCE 4891A-H-500-004

TABLE – 1
RESPONSIBILITY FOR CLEARANCES / APPROVALS
SL. NO. CLEARANCES AUTHORITY RESPONSIBILITY
1.1 Approval as per Indian Electricity Electrical Inspectorate CHS Contractor

Act and Rules for Electrical
Installation
1.2 Approval as per gas cylinder Chief Controller of CHS Contractor

rules and handling and transport Explosives
of compressed gases during
construction
1.3 Approval of Fire Protection Authorised Agencies CHS Contractor

Scheme for the Power Plant approved by Insurance
Regulatory Development
Authority, New Delhi (IRDA)
1.4 No objection certificate for plant Chief Electrical Engineer of CHS Contractor
layout with regard to electrical Jharkhand
equipment, operational safety
1.5 No Objection Certificate for Municipal Corporation: CHS Contractor

storage of construction Materials Assistant Engineer, Factory
and chemicals, etc. Department
1.6 Consent under the Factories Directorate of Town and CHS Contractor
Act, 1948 relating to fire fighting Planning of Government of
capacities of the Power Plant Jharkhand
ISSUE
R0

TCE 4891A-H-500-004

SL. NO. CLEARANCES AUTHORITY RESPONSIBILITY
1.7 Clearance of Lifts and Elevators Inspector of Lifts, CHS Contractor

Government of Jharkhand
1.8 Approvals / clearances for Concerned Authorities CHS Contractor

labour / man power like License
from labour commissioner for
Construction labour, Registration
of Workers or exemption to be
claimed if group insurance taken
for some, etc
1.9 All other clearances as Appropriate Authorities CHS Contractor

applicable required for
successful completion of the
CHS Package as specified
ISSUE
R0

Volume I

Uploaded by

Copyright:

Available Formats

You might also like

Volume I

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Volume I

Uploaded by

Copyright:

Available Formats

OWNER:

MAITHON POWER LIMITED

BID SPECIFICATIONS FOR EPC CONTRACT

PROJECT MANAGER’S CONSULTANT:

SECTION SUB REV TITLE NO. OF

A4 R0 GENERAL CONDITIONS OF CONTRACT 153

COAL HANDLING MAITHON POWER LIMITED Page 1 of 3

CONSULTANTS: TCE CONSULTING ENGINEERS LIMITED TCE FORM 329 R3

COAL HANDLING MAITHON POWER LIMITED Page 2 of 3

xvi) Project management services for CHS

CONSULTANTS: TCE CONSULTING ENGINEERS LIMITED TCE FORM 329 R3

COAL HANDLING MAITHON POWER LIMITED Page 3 of 3

a) Clearance from Ministry of Environment and Forest (MoEF)

b) No Objection Certificate (NOC) from Jharkhand State Pollution

c) Aviation clearance received from Airports Authority of India Limited

d) Clearance from the Ministry of Defense, Government of India

e) Rail Transportation Clearance from Indian Railways

f) Long-term coal linkage by Standing Linkage Committee (Long

a) Power evacuation study

b) Raw water intake and water transport study

c) Rail infrastructure for transporting coal from linked mines, and

CONSULTANTS: TCE CONSULTING ENGINEERS LIMITED TCE FORM 329 R3

COAL HANDLING MAITHON POWER LIMITED Page 1 of 37

Scope and Background................................................................................................4

Eligible Countries, Bidders and Supplies .....................................................................5

Eligible Materials, Plant, Supplies, Equipment and Services .......................................6

Bid Qualification Requirements....................................................................................6

Other requirements ......................................................................................................6

One Bid per Bidder.......................................................................................................8

Site Visit .......................................................................................................................8

Content, Transfer & Compliance..................................................................................9

Clarification of Tender Documents...............................................................................9

Amendment of Tender Documents ............................................................................10

Language of Bid .........................................................................................................10

Documents Comprising the Bid..................................................................................10

Benefits under Mega Power Policy ............................................................................11

Bid Prices ...................................................................................................................11

COAL HANDLING MAITHON POWER LIMITED Page 2 of 37

Bid Validity .................................................................................................................13

Bid Security ................................................................................................................13

Pre-Bid Meeting .........................................................................................................15

Format and Signing of Bid..........................................................................................16

Sealing and Marking of Bids ......................................................................................18

Deadline for Submission of Bids ................................................................................18

Late Bids ....................................................................................................................19

Modification and Withdrawal of Bids ..........................................................................19

Techno Commercial Bid Opening Process ................................................................19

Price Bid / Price Implication Bid Opening Process.....................................................20

Process to be Confidential .........................................................................................20

Clarification of Bids and Contacting the OWNER/ PROJECT MANAGER ................20

Verification and Qualification of Bidders ....................................................................21

Evaluation of Bids ......................................................................................................21

OWNER’s/ PROJECT MANAGER’s Right and Limitation of Liability ........................21

COAL HANDLING MAITHON POWER LIMITED Page 3 of 37

Letter of Intent & Letter of Acceptance.......................................................................22

Contract Performance Guarantee (CPG)...................................................................22

Corrupt/ Fraudulent Practices ....................................................................................23

COAL HANDLING MAITHON POWER LIMITED Page 4 of 37