TEMPLATE OF PURCHASE ORDER - Bengaluru … · TEMPLATE OF PURCHASE ORDER. ... ‘Confidential...

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ANNEXURE - D

TEMPLATE OF PURCHASE ORDER

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GENERAL CONDITIONS OF WORK 1. DEFINITIONS ‘AAI’ means Airport Authorities of India. ‘Acceptance’ or ‘Accepted’ means the signing and issuance by BIAL of an Acceptance Certificate with respect to the ‘Goods’ and / or ‘Services’. ‘Acceptance Tests’ and ‘Acceptance Testing’ means the collective reference to the performance and reliability demonstrations and tests required to demonstrate that the ‘Goods’ and or ‘Services’ meets all criteria, specifications, standards, integration requirements and other requirements of BIAL in respect thereof as set forth in the ‘Work Order’. ‘Airport’ means Kempegowda Internal Airport, Bengaluru. ‘Applicable Laws’ means all laws, statutes, rules, regulations, codes, treaties, of any national, state or local government or any statutory or regulatory authority; all orders, decrees, rules, directions, guidelines, notifications or interpretations of any executive, administrative, judicial or quasi-judicial body; including all Applicable Permits; all as in force and effect from time to time. ‘Applicable Permits’ means all consents, approvals, registrations, licenses, no-objections and permits required under or pursuant to the Applicable Laws. ‘BCAS’ means the Bureau of Civil Aviation Security of India ‘CISF’ means the Central Industrial Security Force of India. ‘Confidential Information’ means any and all technical, financial, operational, business or other information or data that is disclosed orally, in writing, in machine readable form, electronically, by visual presentation, by delivery of items, by permitting access to such information or sites or otherwise, by or on behalf of BIAL to the Contractor. Confidential Information shall include without limitation, Project Related Information the project agreements entered into by BIAL and any other agreements or contracts disclosed by BIAL. “Commencement” of Work shall be the date of Purchase Order (PO) "Completion Certificate" means the certificate to be issued after the completion of all Work including the Defect Liability Period [Completion Certificate]. "Complete", "Completed", "Completion" and "Completing" shall refer to the Completion of Works.

"Defects" or "Deficiencies" means any one or a combination of the following, or items of a

similar nature;

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(a) when used with respect to the performance of any labour or service, such Works that

are not performed in a highly professional and workmanlike manner, and with due

care and skill, consistent with the standards of quality and performance set forth in

the Contract and the Specifications and Project schedules set forth herein;

(b) when used with respect to structures, materials, shuttering system or other systems

or any parts thereof (including those provided by a Subcontractor), such items that are

not (i) new and of good quality and free from improper workmanship and defects in

accordance with the standards set forth herein and the highest standards of

procurement and manufacturing, or (ii) free from errors and omissions in engineering

services in light of such standards; or (iii) in compliance with the Specifications and

Service Levels; and

(c) in general (including work and items provided by a Sub supplier), (i) Work that does

not conform to the Specifications, Service Levels and/or requirements of the

Agreement, (ii) Work that is not free from excessive corrosion or erosion or (iii) any

engineering, start-up activities, materials, Equipment, tools, supplies, commissioning,

optimization or training that (a) does not conform to the standards and/or

Specifications set forth herein, (b) has improper or inferior workmanship or (c) would

adversely affect the ability of the System to meet the Specifications on a consistent

and reliable basis;

and "Defective" and "Deficient" shall be construed accordingly.

"Defects Rectification/Liability Period”" shall have the meaning ascribed stated in Clause 15

commencing from the issue of Completion Certificate.

“Force Majeure” means any event or circumstance or combination thereof, which satisfies all of the following (i) materially and adversely affects the performance of an obligation by a Party; (ii) are beyond the reasonable control of the affected Party (iii) are such that the affected party could not have prevented or reasonably overcome with the exercise of reasonable skill, care and diligence; and (iv) do not result from the negligence, misconduct, breach or default on part of the affected Party. Force Majeure includes the following conditions provided they satisfy the foregoing conditions: war (whether declared or undeclared), act of sabotage, revolution, act of terrorism, explosions, radioactive or chemical contamination, nationwide strikes or lockouts, fire, floods, earthquake, tidal wave, cyclones, tornado, epidemics, aircraft accidents or breakdowns within the Airport. 'Goods/Material/Product' means the materials, articles, software, works described in the Work Order and Agreement (as applicable) ‘Lead Time’ means the agreed minimum period of time immediately preceding the delivery date of a Product or Service. ‘Liabilities’ means any and all losses, costs, damages, expenses (including reasonable attorneys’ fees), penalties, claims, suits, actions, demands, proceedings or liabilities howsoever arising.

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‘Liens’ means all liens, charges, encumbrances, attachments, levies, security interests or rights of third parties of any nature. ‘BIAL’, ‘BIAL’ means Bangalore International Airport Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Administration Block, Kempegowda International Airport, Bengaluru, Devanahalli, Bangalore 560 300, India, ‘Net Price’ means Price before applicable taxes. 'Order Amendment' means BIAL authorized Order Amendment or series of Order Amendments, each order amendment having precedence over any earlier Order Amendment. ‘Party’ / ‘Parties’ each of ‘BIAL’ and ‘Contractor’ are referred to as a ‘Party’ and together as the ‘Parties’.

‘Project’ means construction of New Project Office for BIAL staff.

'Price' has the meaning given in Clause 5 below. 'Work Order or Purchase Order' means BIAL authorized Work/Purchase Order having these General Conditions of Work on its reverse or attached to it or referring to these General Conditions of Work on its face. ‘Contractor’ 'You' and 'Your' means the firm or company, person/s to whom the Work Order is addressed and any employees, sub-contractors or agents of said firm or company, person.

"Project Site or Site" means that part of the Site on, under and over which the Works are to be executed by the Contractor.

‘Services or Scope of Services’ means any works and services described in the Work Order "Tax" means and includes all forms of taxation, duties, fees, imposts and levies including (but without limitation) income tax, value added tax, sales tax, service tax, octroi, entry tax, corporation profits tax, advance corporation tax, capital gains tax, residential and property tax, customs and other import and export duties, excise duties, stamp duty, capital duty, social insurance, royalty, labour cess, Building And Other Construction Workers’ Welfare Cess and any other cess as applicable, social welfare or other similar contributions and other amounts corresponding thereto and any interest, surcharge, penalty or fine in connection therewith which may be payable worldwide by the Contractor, its Subcontractors and any of their employees, and the words "Taxation" and "Taxes" shall be construed accordingly. “Time for Completion of Work” means the time provided to complete the scope of Work as in Annexure-A Unit Rate means and shall refer to the rate indicated in the column under the heading Unit Rate in the BOQ. ‘Warranty Period’ has the meaning ascribed thereto in Clause 7 (7.5) (Warranty).

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"Works" means the totality of the works, Services and activities to be performed or undertaken and the totality of the responsibilities to be discharged, as envisaged by expression or implication in the PO including the Permanent Works, the Temporary Works and Enabling Works or any part thereof in relation to the Project , together with any portion or all, depending on the context, of the duties, obligations and responsibilities as set out in the PO and shall include all extras, additional, altered or substituted works as required for the purpose of the PO. 2. THE WORK ORDER CONDITIONS

Contractor agrees to carry out the Work and BIAL agree to engage the Contractor for carrying out the said Work in accordance with Annexure – A (scope of Work & Deliverables) of this Work Order. The Work Order shall comprise (in order of precedence): any Order Amendments, the Work Order including its annexure, the Agreement (if any and if referred in this Work Order) these General Conditions of Work and any other documents (or part document) referred to. In the event of any conflict or apparent conflict these General Conditions of Work shall always prevail over Contractor’s documents. The Contractor accepts the terms and conditions of this Work Order or Order Amendment.

3. SCOPE OF WORK

The scope of Work to be carried out by the Contractor along with the deliverables, time schedule for Completion of the Work are detailed out in Annexure – A (scope of Work and Deliverables) of this Work Order.

Nature and measurement of Work shall be on an item rate basis wherein the Unit Rate(s) are for the finished Works as required under the Work Order. The Contractor shall be entitled to payment, in Indian Rupees, of no more than the Unit Rate as stated in the BOQ, in consideration of the respective unit of Work (quantities) executed and certified by the BIAL. The Contractor acknowledges, understands and agrees that the Price is derived from the estimated quantities and is liable to change as per the actual quantities executed, re-measured and approved by the BIAL. Provided, in the event of a Change/ Variation, the Price will be determined and altered only by a Change Order issued by the BIAL as per Clause 6. The BIAL reserves the right to increase or decrease the Services/ Work. The Contractor shall not be entitled to claim for loss of anticipated profits, for mobilisation of additional resources or for any other reason whatsoever.

4. ADDITIONS TO THE SCOPE OF WORK

Contractor may be required to carry out certain deviation/ extra items under and pursuant to this PO.

The rates of such deviations / additions shall be derived as below: -

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The accepted item rates in the Annexure B (Bill of Quantities) shall be used to arrive at the rates of such deviations / additions as far as possible.

In case the rates for deviations / additions cannot be derived from the accepted rates as indicated in the Annexure B (Bill of Quantities) the same shall be as follows:

For Non tendered items rates shall be arrived on actual cost incurred in execution (Labour + Material) of the item inclusive of any taxes, octroi, etc., plus 10% for over head and profits + Taxes as applicable.

5. PRICE

Contractor will carry out the Work for BIAL at a firm and fixed price stated in the Work Order and the Price shall not be subject to any escalation. Unless stated otherwise all Prices shall be in Indian Rupees. The Contractor shall be deemed to have satisfied itself before carrying out the Services as to the correctness and sufficiency of the Unit Rate and the total Price which shall, cover all its obligations under and in relation to the Work Order and all matters and things necessary for the proper execution of the Works, whether the same is expressly provided for in the Work Order or is to be reasonably inferred there from or is necessarily incidental thereto. Unit Rate shall also include any and all direct, indirect and ancillary charges and costs of whatsoever nature including mock-ups, testing, acceptance, all profit, foreign exchange cost, rate fluctuations and risk, royalties, wastages, all license and other fees, transportation charges, consumable materials and any other materials to be provided hereunder and all taxes, tariffs, cess (including Building And Other Construction Workers’ Welfare Cess), VAT, ESI, PF contribution, all other statutory taxes and levies, if applicable, penalties, insurance premiums, costs, bank charges, and any other costs, charges including all Contractor's equipment and licence fees, royalties or other charges relating to or arising out of the execution of the Works including costs related to the obligations/ responsibilities during Defect Rectification Period and in each case, all deductions and withholdings therefor. The Contractor acknowledges and agrees that the quantities specified in the BOQ may vary based on actual execution of Work and that the Unit Rate is not contingent on the quantity mentioned in the BOQ. The Contractor acknowledges and agrees that the Unit Rate shall remain the same and shall not vary until Completion. No variation of the Unit Rate shall be considered, allowed for items in BOQ, for any reason whatsoever, notwithstanding the quantity of work performed until the Completion. Contractor agrees that if there is any variation in the BOQ agreed between the Parties, the same shall not lead to a Change as provided under Clause 4 of the Work Order, in the event such variation is within a range of 20 (twenty) % plus or minus from the originally agreed quantities specified in the BOQ. The BIAL shall have the right and will be entitled to renegotiate the price of the item whose variation is out of the range of 20 (twenty) % plus.

6. CHANGE / VARIATIONS

BIAL shall have the right to send Contractor an Order Amendment adding to, deleting or modifying the Goods Work. Any variation is quantities of Goods/ Work shall be incorporated in the Work Order based on Unit Rate set out in the Work Order.

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7. OBLIGATIONS OF THE CONTRACTOR 7.1 QUALITY AND DESCRIPTION The Goods / Services (as the case may be) shall;

i. conform in every respect with the provision of the Work Order; ii. be capable of all standards of performance specified in the Work Order; iii. be fit for any purpose made known to Contractor expressly or by implication and

in this respect we rely on Contractor’s skill and judgment; iv. be new unless otherwise specified on the Work Order and be of sound materials

and skilled and careful workmanship; v. correspond to their description or any samples, patterns, drawings, plans and

specifications referred to in the Work Order; vi. be of satisfactory quality; vii. comply with any statutory requirements under ‘Applicable Laws’. viii. Quality of materials and workmanship should be of approved standards and

should comply with relevant IS specifications/ Code and as per drawings issued by us. And the payment shall be subject to the quality of work/materials.

7.2 WORKMEN COMPENSATION AND PROVIDENT FUND

i. The Contractor shall be responsible for all the manpower requires for such installation, commissioning and functioning and shall ensure that all the legal/statutory compliances including non-engagement of child labour, for such deployment of such labours and indemnify us from all such actions/, claims, losses, costs and damages that may arise due to non compliance of statutory regulations.

ii. The Contractor shall be responsible for taking a Workmen’s Compensation Insurance Policy to cover the risk of all workmen engaged by the Contractor for this assignment.

iii. The Contractor shall follow The Payment of Wages Act 1936, The Minimum Wages Act 1984, The Contract Labour (Regulations & Abolition) Act and any other labour laws of Central and /or State Governments in force from time to time and the rules made there under.

iv. The Contractor shall strictly comply with the provisions of Employees Provident

Fund Act and register yourselves with local authorities before commencing the Work. The Contractor shall deposit Employees’ and BIALs contribution to RPFC every month and furnish along with each running bill.

7.3 POWER & WATER

The Contractor shall be responsible for making all its arrangements, for and paying all charges in connection with the supply and consumption of electricity and water. BIAL may provide a tapping point as per availability.

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7.4 SAFETY CODE

The Contractor shall ensure that all safety precautions shall be taken during execution of Work and all safety rules/laws/instructions issued by the local authority shall be strictly complied with and indemnify BIAL from any loss, claim, damages and other cost that may arise/imposed on this account.

7.5 WARRANTY/GUARANTEE

The Contractor shall warrant that the goods and equipment, supplied, installed and commissioned under this assignment given to Contractor are only branded/specified new materials, and the models/specifications as may be advised by BIAL and incorporate all recent improvements in design and materials unless provided otherwise in the contract. Contractor further warrants that the goods supplied design, materials or workmanship (except insofar as the design, material is required by the purchaser’s specifications) or from any act or omission of the supplier, that may develop under normal use of the supplied goods in the conditions obtaining in the country of final destination. Contractor also guarantees that the goods supplied shall perform satisfactorily as per the designed/rated/installed capacity as provided for in the contract.

This warranty/guarantee shall remain valid for 12 months after the issuance of Completion Certificate.

Contractor shall also provide BIAL the original warranties, guarantees obtained from the original suppliers of the materials/goods that are utilized and used/fixed/installed in the Project.

7.6 MEN & MATERIALS AT SITE

The Contractor shall construct at his own cost, the temporary structures for stores, offices, godown etc. using materials which shall NOT be hazardous from the point of view of fire or other aspects.

The site offices, stores, godowns, etc. shall be dismantled, carted away and the site left in clean hygienic condition on completion of the work or earlier if so required by BIAL. It shall be clearly understood that, if BIAL provide space to put up temporary offices, etc., shall be on purely temporary basis and shall be vacated on completion of the work or even earlier as required by BIAL.

Materials will be stored at the premises entirely at your risk and cost. All the materials shall be insured against fire and theft. Contractor shall indemnify BIAL from this risk.

All the consumables, fixtures, tools & tackles required for proper installation should be arranged by Contractor. Debris created during course of work should be cleared by the Contractor at their cost.

The Contractor shall keep the Project Site and the works in an orderly state on a day to day basis in accordance with scope of Work and good industry practice. The disposal of

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unsuitable, surplus, waste materials, debris arising out of Work within and beyond the Project Site to the approved dumping ground shall be the scope of the Contractor. The Contractor shall keep the project office reasonably free from all unnecessary obstructions

8. WORK ON BIAL’s PREMISES

If the Work Order involves any works or services which Contractor shall perform on BIAL’s premises (site) then the following conditions shall apply: i. Contractor shall ensure that their employees, sub-contractors and their employees

and any other person associated with Contractor will adhere in every respect to the all legal requirements in relation to health, safety and environment and obligations imposed on Contractor by BIAL’s Occupational Safety and Health and Safety OHS Manual Apex, OHS Regulation as applicable time to time.

ii. take full responsibility for the adequacy, stability and safety of the Works and of all on-site and off-site operations related to the Works;

iii. Contractor shall comply with BIAL’s instructions and follow working hours, access control requirement, permits, safety and security requirements.

iv. Unless agreed otherwise, BIAL shall not provide any utility (including electricity & water), facility, site equipment etc. for performance of work. Contractor shall make it own arrangement at their cost.

v. Contractor shall be solely responsible and liable for payment of salaries and other legal dues and for the compliance with all Applicable Laws including without limitation the Contract Labour (Regulation and Abolition) Act, 1970, Minimum Wages Act, 1948 and Workmen Compensation Act, 1923; in respect of personnel engaged by it.

vi. The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or disorderly conduct by any of his sub-contractors, employees or agents and shall ensure preservation of peace and protection of persons and property in the neighbourhood of the site.

vii. Representative at Site: The Contractor shall depute technically qualified and experienced representatives in this field as per the approved Organisation Chart and as soon as the work is allotted under this PO, and the Contractor shall inform BIAL of the name of their representative who shall be responsible for the day-to-day supervision of the work and to take instructions from BIAL.

9. PROGRESS AND INSPECTION

i. Contractor shall at their expense, provide program of execution/ carrying out Services that BIAL may reasonably require. Contractor shall notify BIAL without delay in writing if Contractor’s progress falls behind or may fall behind any of these program.

ii. Standard Lead Time for carrying out Services as asked by BIAL shall apply. iii. BIAL shall have the right to check progress at Contractor’s works or the works of

sub-contractors at all reasonable times, to inspect and to reject Work/ Services

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that do not comply with the Work Order. Contractor’s sub-contractors shall reserve such right for BIAL.

iv. Any inspection or approval shall not relieve Contractor from Contractor’s obligations under this Work Order.

10. DELAY AND LIQUIDATED DAMAGES

BIAL shall have the right to recover liquidated damages from the Contractor in case of delay in performance of the Services and failure to complete the Work as per time schedule detailed out in Annexure-A. In event of delay and failure to complete the Work as per time schedule as mentioned above, the Contractor shall without any demur pay to BIAL liquidated damages applicable at the rate of 0.5% (zero point five percent) of the Price per week or part thereof, for such default for every week or part of a week (in the event that, the Liquidated Damages are payable for part of a day, the Contractor shall be liable to pay the reasonable proportion pro-rata), subject to a maximum of five percent (5%) of the Contract Price. This right available to BIAL under this Section, is in addition to any other right available to BIAL under this Agreement and under the Applicable Law. The payment of Liquidated Damages does not in any way relieve the Contractor from any of its obligations to complete the Scope of Work.

If BIAL revises the Time Schedule, BIAL shall re-calculate the amount of any Liquidated Damage to which BIAL is entitled, and shall forthwith notify the Contractor of the amount thereof, if any.

11. ACCEPTANCE

BIAL shall have the right to reject the Work/ Services in whole or in part if they do not conform with the requirements of this Work Order. BIAL shall be entitled to cancel the Work Order and Work the nearest equivalent Services elsewhere. In the event of cancellation under this condition Contractor shall promptly repay any moneys paid under the Work Order without any retention or offset whatsoever. Cancellation of the Work Order under this condition shall not affect any other rights BIAL may have.

12. PAYMENT

Unless stated otherwise in the Work Order BIAL shall pay within 30 (thirty) days from the date of receipt of payment request/ invoice and any other document as reasonably required by BIAL. Contractor shall submit the payment request/ invoice as per BIAL’s instructions. BIAL shall not be held responsible for delays in payment caused by your failure to comply with BIAL invoicing instructions.

10 % of the Net Amount shall be paid as advance against submission of Advance Bank Guarantee. The advance paid shall be deducted from the monthly running bills on pro rata basis and shall be recovered before completion of 75% of the Price.

BIAL shall deduct/ retain from each payment of the Price, 10% of the Gross Certifiable

amount as security for the continued performance of the Contract.

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100% of the security amount shall be released by BIAL to the Contractor within ninety

(90) days of completion of Defect Rectification Period.

13. PERFORMANCE GUARANTEE The Contractor shall, within 10 (ten) days of the date of signing of this PO, provide to the BIAL the Performance Guarantee from a scheduled bank in India payable at Bangalore to which the BIAL has given its prior approval in writing, in a sum equal to 5% of the contract value and in the format approved by BIAL for the due observance and performance by the Contractor of the Contract. It is mandatory and a precondition for the Contractor to provide the Performance Guarantee within stipulated time as asked by BIAL. The Contractor shall maintain the said Performance Guarantee at its own expense, so that it shall remain in full force and effect until the acceptance of the Works by BIAL and issuance of Completion Certificate. In the event of a revision of the contract value, the value of the Performance Guarantee shall be increased by the Contractor, if required by BIAL. The cost of obtaining the Performance Guarantee shall be at the expense of the Contractor.

14. COMPLETION & COMPLETION CERTIFICATE

Completion shall be said to have achieved, when;

all the requirements of the PO have been met and complied with and

when all the defective items of Work and defects have been identified by BIAL and accepted by the Contractor.

The Work shall not be considered as completed until a certificate (“Completion Certificate”) shall have been signed by BIAL stating that the Works have been completed and defects have been identified, if any. The Defects Rectification Period shall commence on issuance of the Completion Certificate.

15. DEFECTS RECTIFICATION/LIABILITY PERIOD

The Defects Liability Period shall be for a period of 12 months from the issuance of Completion Certificate by BIAL. During this period, BIAL shall have the right, to instruct the Contractor in writing to execute all such work of repair, rectification and make good defects, imperfections or other faults in the Works and/or any part thereof, as the case may be, during the Defects Liability Period as a result of an inspection made by or on behalf of the BIAL at any time or times prior to its expiration.

The Contractor's obligations under this Clause shall apply to any damage to any

Related Works caused by the Contractor. Any such rectification shall be carried out

high priority basis as notified by BIAL. All such work instructed by BIAL shall be carried

out by the Contractor at its own expense.

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If any defect, imperfection or other fault be such that, in the opinion of BIAL it shall

be impracticable or inconvenient to remedy the same, BIAL shall ascertain the

diminution in the value of the relevant part of the Works due to the existence of such

defects, imperfections or other faults and deduct the amount of such diminution from

the sum remaining to be paid to the Contractor in respect of such parts of the Works,

or failing such remainder it shall be recoverable as a debt due and payable to the BIAL

on demand.

The BIAL shall be entitled to require testing of any rectification or alteration, at the

Contractor’s cost. If such test fails, the rectification, further, reconstruction or

alteration shall be carried out and the tests shall be repeated till the tests are passed.

BIAL shall issue a Defect Rectification Completion Certificate upon completion of all the Defects Rectification and accepted by BIAL.

16. INSPECTION

Workmanship being done at site shall be subjected to the condition that the liabilities will include re-installation or re-workmanship not found satisfactory or defective by BIAL.

17. TESTS

The tests shall be conducted as per standards & recommended by BIAL and as mandatory. Tests will encompass BIAL’s QA/QC plan.

18. TERMINATION

If in the opinion of BIAL, the work is found unsatisfactory or the progress being slow and that Contractor shall not be able to complete the Work, BIAL reserve the right to terminate this PO by giving 14 days’ notice in writing with a cure period of 7 days from the date of issuance of termination notice. BIAL also reserve the right to award the Work to such other agencies/contractors it may deem fit and any loss or expense incurred on this account as certified by BIAL will be deducted from the amount due to the Contractor, with or without assigning any reason thereof.

19. INDEMNITY

i. Contractor shall indemnify BIAL against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever (if any) which BIAL may incur in respect of the following where the Contractor's liability is unlimited:

(a) in cases of fraud, gross negligence, willful misconduct or illegal or

unlawful acts by the Contractor or those it is contractually responsible for;

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(b) where any act of commission or omission of the Contractor during the Execution of the Works results in any environmental damage

(c) in cases of breach of Confidentiality obligations;

(d) where any liability of the Contractor arises under on account of death and injury to person;

(e) where any liability of the Contractor arises due to Transport of Contractor's Equipment;

(f) where any liability of the Contractor arises due to non-Compliance with Statutes and Statutory Declaration;

(g) where any liability arises due to infringement of intellectual property rights;

(h) where any liability arises due to correction of any deficiency in the Project;

(i) liabilities relating to environmental standards;

(j) any tax liability of the Contractor.

Contractor shall hold satisfactory insurance cover with a reputable insurer to fulfil your insurance obligations for the duration of this Work Order against all those risks arising from Contractor’s indemnity. Satisfactory evidence of such insurance and payment of current premiums shall be shown to us upon request.

20. INSURANCE

All insurance policies shall be taken in the joint name of BIAL and the contractor and the original policies shall be submitted to the BIAL. Before commencing the execution of works, the contractor, without limiting his obligations and responsibilities under this contract shall insure against his liability for any material or physical damage, loss or injury which may occur to any property, including that of the BIAL to any person including any employee of the BIAL or a member of the general public, by or arising out of the execution of the works or in carrying out the contract. It shall be obligatory for the Contractor to obtain the insurance cover under the following policies:

a)Contractor’s All Risk Insurance Policy to cover the following:

Entire contract value for the period of completion including defects liability period

Third party insurance to cover for any damages to third party. This shall be up to the end of the defects liability period and shall include for any damage to the properties and / or injury [including death] to the persons of the general/ public/consultants and anyone else deemed to be third party.

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Civil commotion, fire, lightning, collapse, defective workmanship and/or materials, flood, storm, theft, burglary, malicious damage, subsidence, Riots, War and other disturbances.

b] Policy to cover contractor’s liability under Workmen’s compensation Act 1923, Minimum Wages Act 1948, Contract Labour (Regulation and Abolition) Act 1970 and other relevant Acts listed elsewhere. This shall be for the period up to final completion of work, including the defects liability period.

c] Insurance cover against damage, theft or any other loss of all materials and equipment brought to site for which advance payment is claimed - Limit of liability not less than the value of such materials at any stage of the contract.

d] BIAL materials and all materials supplied by BIAL for incorporation in the works.

The Contractor shall insure against all such liabilities and shall continue such insurance during the currency of the contract including defects liability period. Premium for all insurance policies shall be paid and borne by the Contractor and shall not be reimbursable.

The Contractor shall produce to BIAL all certificates of Insurance. These certificates shall be fully executed and shall state that the policies cannot be cancelled until ten [10] days after written notice of such cancellation has been given to BIAL.

The Contractor shall obtain written confirmation of similar certificates from all sub-contractors and thereby assume responsibility for any claims or losses to BIAL resulting from failure of any of the sub-contractors to obtain adequate insurance protection in connection with their work.

21. RECOVERY OF SUMS DUE

Whenever under the Work Order any sums of money shall be recoverable from or payable by Contractor, they may be deducted from any sums then due, or which at any later time may become due to Contractor under this Work Order or under any other Work Order or contract Contractor may have with BIAL.

22. FORCE MAEJURE

Neither Party shall be liable to the other for any delay or failure in the performance by it of any obligation under this Work Order, to the extent affected or prevented by an event of Force Majeure, provided that the Party that is affected by the Force Majeure shall provide notice thereof to the other Party as soon as practicable, but in any event but not later than seven (7) days after the date on which the affected Party knew or should reasonably have known of the commencement of the event of Force Majeure.

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The affected Party shall use its reasonable endeavors to mitigate the adverse effects of the Force Majeure event affecting it and shall seek reasonable alternative means for performance of the work to the extent not affected by the event of Force Majeure. Neither Party shall be entitled to make any claim for fees, costs or expenses incurred as a result of an event of Force Majeure.

23. USE OF INFORMATION

Any information derived from BIAL property or otherwise communicated to Contractor in connection with the Work Order shall be kept secret and confidential and shall not, without the consent in writing of BIAL, be published or disclosed to any third party, or made use of by Contractor except for the purpose of implementing the Work Order.

24. AS BUILT DRAWINGS

One complete set of original tracings & three sets of all “AS BUILT” drawings in hard as well as native format applicable for the project shall be submitted to BIAL after approval of the same by BIAL before final bills are processed.

25. INFRINGEMENT OF PATENTS

With the exception of goods made to BIAL design or instructions, Contractor warrant that neither the Goods nor BIAL use of them will infringe any patent registered design trade mark, copyright or other protected right and undertake to indemnify BIAL against all actions, claims, demands costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringements of any such right.

26. NON-OBSERVANCE OF CONDITIONS

If the Contractor breach or fail to observe any provision of this Work Order, BIAL may give Contractor written notice of such breach or non-observance and Contractor shall have five days from receipt of the notice in which to rectify the breach or non-observance. Should the Contractor fail to rectify the breach or non-observance, then BIAL shall have the right to give Contractor written notice terminating the Work Order with immediate effect.

27. INSOLVENCY

If Contractor become insolvent or bankrupt or (being a Company) make an arrangement with Contractor’s creditors or have an administrative receiver or administrator appointed or commence to be wound up (other than for the purpose of amalgamation or reconstruction) BIAL may without replacing or reducing any other of BIAL rights terminate the Work Order with immediate effect by written notice to Contractor or any person in whom the Work Order may have become vested.

28. ASSIGNMENT AND SUB-LETTING

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The Work Order shall not be assigned by Contractor or sub-let. Contractor shall not sub-let any part of the Work Order without BIAL written consent. Contractor shall be responsible for all work done by all sub-contractors.

29. CORRUPT GIFTS

Contractor shall not give, provide or offer to BIAL staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this condition, we shall, without prejudice to any other rights that BIAL may possess, be at liberty forthwith to terminate this and any other Work Order and to recover from Contractor any loss or damage resulting from such termination.

30. PUBLICITY

Neither Contractor nor its sub-contractor(s) shall without the prior written consent of the BIAL advertise or publicly announce that Contractor is undertaking this Work Order.

31. CONFIDENTIALITY

The Contractor shall keep confidential all information obtained under or in connection with the Work Order. Contractor shall divulge confidential information only to those employees who are directly involved in the Work Order and shall ensure that such employees are aware of and comply with these obligations as to confidentiality. The provision of this clause shall continue in perpetuity.

32. WAIVER

A failure at any time to enforce any provision of the Work Order shall in no way affect the right at a later date or require complete performance of the Work Order, nor shall the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.

33. NOTICE

All notices and communications required to be sent by Contractor or BIAL in this Work Order shall be made in writing and sent by mail on the address as detailed in Clause 37.

34. AMENDMENT

No addition, alteration or substitution of these conditions will bind us or form part of the Work Order unless and until accepted in writing by BIAL and incorporated into the Work Order through amendment.

35. CLARIFICATIONS OF DISCREPANCIES

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In case of discrepancy between specifications, drawings, etc., furnished or disputes in respect thereof, the interpretation by BIAL shall be final and binding.

36. LAW

All the disputes under this PO shall be subject to Indian Law and the jurisdiction of the Bangalore court.

37. ACCEPTANCE OF PO

The duplicate copy of PO enclosed herewith. You are requested to return the duplicate of this PO duly signed with seal affixed, as a token of your acceptance.

38. INVOICING INSTRUCTIONS

SUBMISSION OF CORRESPONDENCE, INVOICES AND DELIVERABLES:

All correspondences, invoices for payment and the Deliverables shall be addressed to and marked as detailed under:

Bangalore International Airport Limited Project Head Office Kempegowda International Airport, Bengaluru Devanahalli, Bangalore 560 300 Kind Attn: Sr. VP –Project Development Reference:

Submission of all such correspondences, invoices and Deliverables shall be treated as valid only if it is submitted in accordance with the BIAL documentation transmittal procedures and to the address as mentioned above and subject to verification and acceptance by BIAL.

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ANNEXURE-A

SCOPE OF WORK –As per RFQ

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ANNEXURE-G

BILL OF QUANTITIES:

(Detailed BOQ as per RFQ to be inserted)

TEMPLATE OF PURCHASE ORDER - Bengaluru … · TEMPLATE OF PURCHASE ORDER. ... ‘Confidential...

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