SECTION IV - ANNEXURES ANNEXURE 7c: GENERAL TERMS &

CONDITIONS OF CONTRACT FOR CONSULTANCY SERVICES

ANNEXURE 7c
(SPECIMEN)

7c. GENERAL TERMS & CONDITIONS OF CONTRACT FOR CONSULTANCY

SERVICES
1 PRELIMINARY

1.1 This is a Contract for execution of job as defined in tender document at the specified
location.

1.2 The tenderer for the above mentioned item of job is the company/ proprietary concern/
individual (as per details & address mentioned in the unpriced bid) and undersigned
(digitally) is authorized to submit the bid on behalf of tenderer.

1.3 The terms and conditions mentioned hereunder are the terms and conditions of the
Contract for the execution of the job mentioned under item 1.1 above.

1.4 It is the clear understanding between Hindustan Petroleum Corporation Limited and
the tenderer that in case the bid of the tenderer is accepted by Hindustan Petroleum
Corporation Limited and an intimation to that effect is so issued and also a Purchase
Order is placed on the tenderer this document shall form part of Contract between
the parties and terms and conditions hereunder would govern the parties interest.

1.5 Interpretation of Contract Documents: All documents forming part of the Contract are to
be taken mutually explanatory. Should there be any discrepancy, inconsistency, error
or omission in the contract, the decision of the Owner/Project-in-Charge shall be the final
and the Bidder / consulting firm shall abide by the decision. The decision shall not be
arbitrable.

1.6 Special conditions of Contract : The special conditions of contract, if any

provided and whenever and wherever referred to shall be read in conjunction with
General Terms and Conditions of contract for consultancy services, information,
technical data, specifications, experience, know-how and any other documents forming
part of this contract wherever the context so requires. Notwithstanding the subdivision
of the documents into separate sections, parts volumes, every section, part or
volume shall be deemed to be supplementary or complementary to each other and
shall be read in whole. In case of any misunderstanding arising, the same shall be
referred to decision of the Owner representative/ Project-in-Charge and their decision shall
be final and binding and the decision not be arbitrable.

It is the clear understanding that wherever it is mentioned that the Bidder /consulting
firm shall do/perform a job and/or provide facilities for the performance of the work, the
doing or the performance or the providing of the facilities is at the cost and expenses of
the Contractor not liable to be paid or reimbursed by the Owner unless otherwise
mentioned exclusively in the contract.

2. DEFINITIONS

In this contract unless otherwise specifically provided or defined and unless a contrary
intention appears from the contract the following words and expressions are used in the
following meanings;

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2.1 The term “Agreement” wherever appearing in document shall be read as "Contract".

2.2 The "Authority" for the purpose of this Contract shall be the Chairman and
ManagingDirector or any other person so appointed or authorised.

2.3 The "Chairman and Managing Director" shall mean the Chairman and Managing
Director of HINDUSTAN PETROLEUM CORPORATION LIMITED or any person so
appointed, nominated or designated and holding the office of Chairman & Managing
Director.

2.4 The “Change Order" means an order given in writing by the Project-in-Charge or by Owner
to effect additions to or deletion from or alterations into the Work.

2.5 The "Contract" between the Owner and the Bidder / consulting firm shall mean and
include all documents like enquiry, tender submitted by the Bidder / consulting firm
and the procurement order issued by the Owner and other documents connected with the
issue of the procurement order and orders, instructions, change orders, directions issued
by the Owner/ Project-in-Charge for the execution, completion and commissioning of the
jobs and the period of contract mentioned in the Contract including such periods of time
extensions as may be granted by the Owner at the request of the Bidder / consulting
firm and such period of time for which the job is continued by the Bidder / consulting firm
for purposes of completion of the work.

2.6 "The Consultant" means the person or the persons, firm or Company whose tender has
been accepted by the Owner and includes the Consultant's legal heirs, representative,
successor(s) and permitted assignees.

2.7 The "Job" shall mean the jobs to be executed in accordance with the Contract or
part thereof as the case may be and shall include extra, additional, altered or
substituted jobs as may be required for the purposes of completion of the job
contemplated under the Contract.

2.8 The “Project-in-Charge " shall mean the person appointed or designated as such by the
Owner and shall include those who are expressly authorised by the Owner to act for and
on its behalf.

2.9 "The Owner" means the HINDUSTAN PETROLEUM CORPORATION LIMITED

incorporated in India having its Registered office at PETROLEUM HOUSE, 17,
JAMSHEDJI TATA ROAD, MUMBAI - 400001 and Marketing office at the
address mentioned for this purpose in the tender header or their successors or assignees.

2.10 The “Permanent Job" means and includes jobs which form a part of the job to be handed
over to the Owner by the Consultant on completion of the contract.

2.11 The "Project Manager" shall mean the Project Manager of HINDUSTAN PETROLEUM
CORPORATION LIMITED, or any person so appointed, nominated or designated.

2.12 The “Site" means the location at which the job is to be executed or carried out and such
other place(s) for the purpose of performing the Contract.

2.13 The “Specifications" shall mean the various technical and other specifications attached
and referred to in the tender documents. It shall also include the latest editions, including all

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addenda/corrigenda or relevant Indian Standard Specifications and Bureau of Indian

Standards.

2.14 The "Sub-Contractor" means any person or firm or Company (other than the
Consultant) to whom any part of the job has been entrusted by the Consultant with the
prior written consent of the Owner/ Project in-Charge and their legal heirs,
representatives, successors and permitted assignees of such person, firm or Company.

2.15 The "Tender" means the document submitted by a person or authority for carrying out
the job and the “Tenderer” means a person or authority who submits the tender offering
to carry out the job as per the terms and conditions.

3. SUBMISSION OF TENDER

3.1 Before submitting the Tender, the Tenderer shall at their own cost and expenses visit the
site, examine and satisfy as to the nature of existing means of communications, state of
systems, job facilities and any other material / system and their availability and shall
obtain information on all matters and conditions as they may feel necessary for the
execution of the jobs as intended by the Owners and shall also satisfy of the availability of
suitable systems to carry out the specified job. Tenderer, whose tender may be accepted
and withwhom the Contract is entered into shall not be eligible and be able to make any
claim on any of the said counts in what so ever manner for what so ever reasons at any
point of time and such a claim shall not be raised as a dispute and shall not be arbitrable.

A pre-bid meeting may be held as per the schedule mentioned in the tender.

3.2 The Tenderer shall be deemed to have satisfied fully before tendering as to the
correctness and sufficiency of his tender for the jobs and of the rates and prices quoted
in the schedule of quantities which rates and prices shall except as otherwise provided
cover all his obligations under the contract.

3.3 It must be clearly understood that the whole of the conditions and specifications are
intended to be strictly enforced and that no job will be considered as extra job and
allowed and paid for unless they are clearly outside the scope, spirit, meaning of the
Contract and intent of the Owner and have been so ordered in writing by Owner
and/or Project-in-Charge, whose decision shall be final and binding.

3.4 Before filling the Tender the Consultant will check and satisfy all terms of reference to be
undertaken and the scope / deliverables by obtaining clarification from the Owner on all
the aspects as may be desired by the Tenderer. No claim for any alleged loss or
compensation will be entertained on this account, after submission of Tender by the
Tenderer/Consultant and such a claim shall not be arbitrable.

3.5 Unless specifically provided for in the tender documents or any Special Conditions,
no escalation in the Tender rates or prices quoted will be permitted throughout
the period of contract or the period of actual completion of the job whichever is
later on account of any variation in prices of materials, travel or cost of manpower
or due to any other reasons. Claims on account of escalation shall not be arbitrable.

3.6 Owner reserves their right to award the contract to any tenderer and their decision in this
regard shall be final. They also reserve their right to reject any or all tenders received. No
disputes could be raised by any tenderer(s) whose tender has been rejected.

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3.7 The Rates quoted by the Tenderer shall include Costs and expenses on all and all other
expenses necessary for the full and complete execution and completion of jobs and in
accordance with good practice and recognised principles in that regard.

3.8 Employees of the State and Central Govt. and employees of the Public Sector
Undertakings, including retired employees are covered under their respective service
conditions/rules in regard to their submitting the tender. All such persons should ensure
compliance to the respective/applicable conditions, rules etc. Any person not complying
with those rules etc. but submitting the tender in violation of such rules, after being so
noticed shall be liable for the forfeiture of the Earnest Money Deposit made with the
tender, termination of Contract and sufferance on account of forfeiture of Security
Deposit and sufferance of damages arising as a result of termination of Contract.
3.9 In consideration for having a chance to be considered for entering into a contract
with the Owner, the Tenderer agrees that the Tender submitted by him shall remain
valid for the period prescribed in the tender conditions, from the date of opening of
the tender. The Tenderer shall not be entitled during the said validity period, to
revoke or cancel the tender without the consent in writing from the Owner.
In case the tenderer revokes or cancels the tender or varies any of terms of the tender
without the Consent of the Owner, in writing, the Tenderer forfeits the right to the
refund of the Earnest Money paid along with the tender.

3.10 The prices quoted by the Tenderer shall be firm during the validity period of the bid
and Tenderer agrees to keep the bid alive and valid during the said period. The
Tenderers shall particularly take note of this factor before submitting their tender(s).

3.11 The price benefit, if any, arising out of the accepted deviation shall be passed on to the
Owner. The decision of the Project-in-Charge shall be final in this matter.

3.12 The Consultant shall make all arrangements at his own cost to transport the required
materials/ equipment’s outside and inside the working places and leaving the premises in a
neat and tidy condition after completion of the job to the satisfaction of Owner. All materials
except those agreed to be supplied by the Owner shall be supplied by the Consultant at
his own cost and the rates quoted by the Consultant should be inclusive of all royalties,
rents, taxes, duties, octroi, statutory levies, if any, etc.

3.13 The Consultant shall not carry on any job other than the job under this Contract within the
Owner’s premises without prior permission in writing from the Project-in-Charge.

3.14 At any time after acceptance of tender, the Owner reserves the right to add, amend
or delete any job item, the bill of quantities at a later date or reduce the scope of job in
the overall interest of the job by prior discussion and intimation to the Consultant. The
decision of Owner, with reasons recorded therefore, shall be final and binding on both the
Owner and the Consultant. The Consultant shall not have right to claim compensation or
damage etc. in that regard.

3.15 All signatures in tender document shall be dated as well as all the pages of all sections of
the tender documents shall be initialed at the lower position and signed, wherever
required in the tender papers by the Tenderer or by a person holding Power of Attorney
authorising him to sign on behalf of the tenderer before submission of tender.

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3.16 The tender should be quoted in English, both in figures as well as in words. The rates and
amounts tendered by the Tenderer in the Schedule of rates for each item and in such a
way that insertion is not possible. The total tendered amount should also be indicated both
in figures and words with the signature of tenderer.

If some discrepancies are found between the rates given in words and figures of the
amount shown in the tender, the following procedure shall be applied:
(a) When there is a difference between the rates in figures and words, the rate which
corresponds to the amount worked out by the tenderer shall be taken as correct.
(b) When the rate quoted by the tenderer in figures and words tallies but the amount is
incorrect, the rate quoted by the tenderer shall be taken as correct.
(c) When it is not possible to ascertain the correct rate in the manner prescribed above
the rate as quoted in words shall be adopted.

3.17 All corrections and alterations in the entries of tender paper will be signed in full by
the tenderer with date. No erasers or over writings are permissible.
3.18 Transfer of tender document by one intending tenderer to another is not permissible. The
tenderer on whose name the tender has been sent only can quote.
3.19 The Tender submitted by a tenderer if found to be incomplete in any or all manner is
liable to be rejected. The decision of the Owner in this regard is final and binding.

4. DEPOSITS
a) EARNEST MONEY DEPOSIT (EMD)
The tenderer will be required to pay a sum as specified in the covering letter, as
earnest money deposit along with the tender either thru a crossed demand draft
or a non-revocable Bank Guarantee in favour of Hindustan Petroleum Corporation
Limited, from any Scheduled Bank (other than a Co-Operative Bank) payable at
Mumbai in favour of Hindustan Petroleum Corporation Limited, Mumbai in the
proforma enclosed. The earnest money deposit will be refunded after finalisation of the
contract.
Note: Public sector enterprises, small scale units registered with National Small Scale
Industries and Micro or Small Enterprises registered with District Industries Centers or
Khadi and Village Industries Commission or Khadi and Village Industries Board or Coir
Board or National Small Industries Corporation or Directorate of Handicrafts and
Handloom or any other body specified by Ministry of Micro, Small and Medium
Enterprises are exempted from payment of Earnest Money Deposit. Small scale units
registered with National Small Scale Industries should enclose a photocopy of their
registration certificate with their quotation to make their quotation eligible for
consideration. The Registration Certificate should remain valid during the period of the
contract that may be entered into with such successful bidder. Such tenderers should
ensure validity of the Registration Certificate for the purpose.

b) SECURITY DEPOSIT:
Unless specifically provided for in the tender documents or any Special Conditions, the
tenderer, with whom the contract is decided to be entered into and intimation is so
given will have to make a security deposit of one percent (1%) of the total

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contract value in the form of account payee crossed demand draft drawn in
favour of the owner, within 15 days from the date of intimation of acceptance of their
tender, failing which the Owner reserves the right to cancel the Contract and forfeit the
EMD.

1% of PO/Contract value as Security deposit will be acceptable in the form of Demand

draft up-to ` 50,000/- and in the form of Demand draft / Bank guarantee beyond `
50,000/-.

Composite Performance Bank Guarantee (CPBG) for 10% of PO value towards

Performance Bank Guarantee inclusive of Security Deposit shall be accepted
(in lieu of deduction of retention money); such CPBG shall be valid up to a
period of 3 months beyond the expiry of defect liability period.

Demand Draft should be drawn on Scheduled Banks, other than co-operative

bank.

All expenses incurred in obtaining of such guarantee shall be borne by consulting firm.

In case of extension of completion period, consulting firm shall be required to extend

the performance guarantee for an appropriate period of time as per contractual
requirements.

5. EXECUTION OF WORK

5.1 All the jobs shall be executed in strict conformity with the provisions of the contract
documents and with such explanatory details, information, technical data, specifications,
experience, know-how, any other documents and instructions as may be furnished from
time to time to the Consultant by the Project-in-Charge, whether mentioned in the
Contract or not. The Consultant shall be responsible for ensuring that jobs throughout
are executed in the most proper and workman- like manner with the quality of material
and workmanship in strict accordance with the specifications and to the entire
satisfaction of the Project-in-Charge.

5.2 For working on Sundays/Holidays, the Consultant shall obtain the necessary
permission from Project-in-charge in advance. The Consultant shall be permitted to
carry out the job beyond the normal hours with prior approval of Project-In-Charge and
the consulting-firm’s quoted rate is inclusive of all such extended hours of working and
no extra amount shall be payable by the Owner on this account.

5. a. COMMENCEMENT OF WORK

5.a.1. The Consultant shall after paying the requisite security deposit, commence
job within 15 days from the date of receipt of the intimation of acceptance from
the Owner informing that the contract is being awarded. The date of intimation
shall be the date/day for counting the starting day/date and the ending day/date
will be accordingly calculated. Penalty, if any, for the delay in execution shall be
calculated accordingly.

5.a.2. Consultant should prepare detailed fortnightly project implementation

programme for approval by the Project-in-Charge within one month of receipt of

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Letter of Acceptance. The job shall be executed strictly as per such time
schedule. The period of Contract includes the time required for testing,
rectifications, if any, re-testing and completion of job in all respects to the entire
satisfaction of the Project-in-Charge.

5.a.3. A Letter of Acceptance is an acceptance of offer by the Owner and it need not be
accepted by the Consultant. But the Consultant should acknowledge a receipt of
the purchase order within 15 days of mailing of Purchase Order and any delay in
acknowledging the receipt will be a breach of contract and compensation for the
loss caused by such breach will be recovered by the Owner by forfeiting earnest
money deposit.

5.b. ASSIGNMENT/OFFLOADING/SUB-CONTRACTING OF JOBS

5.b.1. No part of the contract nor any share or interest thereof shall in any manner
or degree be transferred, assigned or sub-contracted , by the Consultant,
directly or indirectly to any firm or corporation whatsoever, without the prior
consent in writing of the Owner. Violation of this clause in any manner shall give
right to the Owner to take action as provided under clause no.11.2.4 hereinafter.

5.b.2 Any assignment/offloading of job to be made by the Consultant relating to the

services shall be made only to such extent and with such duly qualified specialists
and entities as shall be approved in writing in advance by HPCL. Upon the
request of HPCL, the consultant shall submit for HPCL’s prior approval, the terms
of reference or any amendment thereof for such sub-contractor’s services.
Notwithstanding such approval, the consultant shall remain fully responsible for
the quality, proper and expeditious execution of the jobs, performance of
services and all the conditions of the contract in all respects as if such
assignment/offloading or sub-contracting had not taken place and as if such
job had been done directly by the Consultant.

5.b.3 The contract will specify major items of supply or services for which the
Consultant proposes to engage Sub-Contractor.

5.b.4 Prior approval in writing of the Owner shall be obtained before any change is
made in the constitution of the Consultant/Contracting agency otherwise contract
shall be deemed to have been allotted in contravention of clause titled
“Assignment/offloading/sub-contracting of jobs” and the same action may be
taken and the same consequence shall ensue as provided in the clause of
“Assignment/offloading/sub-contracting of jobs"

5.c EXTENSION OF TIME

1) If the Consultant anticipates that he will not be able to complete the job
within the contractual delivery/ completion date (CDD), then the Consultant
shall make a request in writing to the Owner before 2 months of the period
of expiry of the contract for grant of time extension clearly specifying the
reasons for which he seeks extension of time and demonstrating as to how
these reasons were beyond the control of the Consultant or attributable to

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the Owner. This request should be made well before the expiry of the
Contractual Delivery/ Completion Date (CDD).

2) The concerned General Manager/ authorized officer of the Owner shall

expeditiously decide upon the request for time extension within a maximum
period of 6 months from the CDD or date of receipt of the request,
whichever is earlier.
3) Grant of any extension of time can be by means of issuance of a Change
Order / issuance of letter.

5.d. SUSPENSION OF JOBS

5.d.1. Subject to the provisions of this contract, the Consultant shall if ordered in
writing by the Project- in-Charge for reasons recorded suspend the jobs or any
part thereof for such period and such time so ordered and shall not, after
receiving such, proceed with the job therein ordered to be suspended until he
shall have received a written order to re-start. The Consultant shall be entitled to
claim extension of time for that period of time the job was ordered to be
suspended in case the reason for suspension of the job is not attributable to
negligence or default on part of the Consultant.. Neither the Owner nor the
Consultant shall be entitled to claim compensation or damages on account of
such an extension of time.

5.d.2. In case of suspension of entire work, ordered in writing by Project-in-Charge,

for a period of 30 days, the Owner shall have the option to terminate the
Contract as provided under the clause for termination. The Consultant shall not be
at liberty to remove from the site of the jobs any equipment, or materials
belonging to him and the Owner shall have lien upon all such equipment and
materials.

5.d.3. The Consultant shall, in case of suspension have the right to raise a dispute
and have the same arbitrated but however, shall not have the right to have the
job stopped from further progress and completion either by the Owner or
through other Consultant appointed by the Owner.

5.e. OWNER MAY DO PART OF WORK

Not withstanding anything contained elsewhere in this contract, the Owner upon
failure of the Consultant to comply with any instructions given in accordance with the
provisions of this contract, may instead engage another Consultant to carry out
the balance of job. In such cases, the Owner shall have the right to deduct from the
amounts payable to the Consultant the difference in cost of such job and materials
with ten percent overhead added to cover all departmental charges. Should the
total amount thereof exceed the amount due to the Consultant, the Consultant shall
pay the difference to the Owner within 15 days of making demand for payment failing
which the Consultant shall be liable to pay interest at 24% p.a. on such amounts till
the date of payment.

5.f. INSPECTION OF JOBS

5.f.1. The Project-in-Charge and Officers from Central or State Government or CTE
wing of CVC will have full power and authority to inspect the jobs at any time
wherever in progress, either on the site or at the Consultant's premises/jobs

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of any person, firm or corporation where job in connection with the contract may
be in hand or where the materials are being or are to be supplied, and the
Consultant shall afford or procure for the Project-in-Charge every facility and
assistance to carryout such inspection. The Consultant shall, at all times during
the usual working hours and at all other times at which reasonable notice of
the intention of the Project-in-Charge or his representative to visit the jobs shall
have been given to the Consultant, either himself be present to receive
orders and instructions, or have a responsible agent, duly accredited in
writing, present for the purpose. Orders given to the Consultant's agent shall be
considered to have the same force as if they had been given to the Consultant
himself.

5.g. ALTERATIONS AND ADDITIONS TO SCOPE, DELIVERABLES, DESIGNS

AND JOBS

5.g.1. Any alterations / modifications, additions and/or substitutions to the schedule of

job, scope and deliverables that may become necessary or advisable or during
the progress of the job shall be mutually discussed and agreed between the
parties.

5.g.2 Any modification of or addition to the contract shall not be binding unless made in
writing and agreed by both the parties.

5.g.3 Such alterations, omissions, additions or substitutions shall not invalidate the
contract. The altered, additional or substituted job which the Consultant may be
directed to carryon in the manner as part of the job shall be carried out by the
Consultant on the same conditions in all respects on which he has agreed to
do the job. The time for completion of such altered added and/or substituted job
may be extended for that part of the particular job. The rates for such additional
altered or substituted job under this Clause shall be mutually discussed and
agreed between the parties.

5.h. PROVISIONAL ACCEPTANCE

Acceptance of sections of the jobs for purposes of carrying out pilots, testing
concepts and similar usages by the Owner and payment for such job or parts of job
shall not constitute a waiver of any portion of this contract and shall not be construed
so as to prevent the Project-In-Charge from requiring replacement of incomplete /
defective job that may become apparent after the said acceptance and also shall not
absolve the Consultant of the obligations under this contract. It is made clear that such
an acceptance does not indicate or denote or establish to the fact of execution of that job
or the Contract until the job is completed in full in accordance with the provisions of
this Contract.

5.i. COMPLETION OF JOB AND COMPLETION CERTIFICATE

As soon as the job is completed in all respects, the Consultant shall give notice of such
completion to the project-in-charge or the Owner and within thirty days of receipt of
such notice the project- in-charge shall inspect the job and shall furnish the Consultant
with a certificate of completion indicating:
a) incomplete jobs, if any, to be completed by the consultant
b) defects, if any, to be rectified by the Consultant
c) the date of completion.

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d) final submission of report

e) user Training and Project Sign Off

5.j. DEFECT LIABILITY PERIOD

5.j.1. The Consultant shall guarantee the job executed and its workability and / or
suitability of the deliverables, designs, tools, drawings etc. as narrated in the scope
of work for a period of 12 months from the date of completion of the job. Any
defects or incompleteness in deliverables, designs etc. that may arise or lie
undiscovered at the time of completion of the job shall be rectified by the
Consultant at his own cost. The decision of the Project-In-charge / Owner
shall be the final in deciding whether the defect has to be rectified or replaced.

5.j.2. The Owner shall intimate the defects noticed in writing by a Registered A.D. letter
or otherwise (i.e. by e-mail / fax) and the Consultant within 15 days of receipt of
the intimation shall start the rectification job and complete within the time
specified by the Owner failing which the Owner will get the defects rectified by
themselves or by any other Consultant and the expenses incurred in getting the
same done shall be paid by the Consultant under the provision of the Contract.

5.k. DAMAGE TO PROPERTY

5.k.1. Consultant shall be responsible for making good to the satisfaction of the Owner
any loss of and any damage to all information systems and properties belonging
to the Owner or being executed or procured by the Owner or of other agencies
within the premises of the job of the Owner, if such loss or damage is due to
fault and/or the negligence or willful acts or omission of the Consultant,
his employees, agents, representatives or Sub-Contractors.

5.k.2. The consulting-firm shall indemnify and keep the Owner harmless of all third party
claims arising under or by reason of this contract.

6. DUTIES AND RESPONSIBILITIES OF CONSULTANT

6.a. CONSULTING FIRM'S OBLIGATIONS

6.a.1 Consulting-firm’s scope of work shall be as detailed in scope of work. To carry out
the assignment properly, consultant shall have to visit HPCL offices / sites /
locations.

6.a.2 Consultant shall designate qualified experts with adequate experience and
Consultant shall render services to the best of their experience, knowledge and
ability, which are possessed and used in practice by Consultant at the time of
execution of the contract. Within this scope, Consultant takes over a liability to this
effect that its services are properly executed and without defects. In case any
deficiencies are found in the documents submitted by Consultant to Owner under
this contract, Consultant shall, at no cost to Owner, correct such deficiencies and
resubmit to Owner the corrected documents, provided, however, that such
deficiency are not due to inaccurate data, or information furnished by Owner to
Consultant.

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6.a.3 If for any reason beyond the control of the Consultant, there arises a need to
replace any personnel or experts, the Consultant shall provide a replacement
person of equivalent or better qualification and experience, subject to the written
approval of the Owner.

6.a.4 Deficiencies, if any, shall be made good/ rectified by Consultant free of charge,
within thirty days from the date of intimation by Owner.
6.a.5 Nothing in this Article shall abrogate or abridge the Consulting-firm’s own liability for
infringement or violation of patent of a third party and shall fully indemnify the
Owner, if such infringement or violation is proved before and sustained in court of
law including any legal expenditure incurred by the Owner.

6.a.6 Upon full and final payment, the Owner shall have a perpetual, non-exclusive, non-
transferable, paid-up right and license for purposes of its internal business to use,
copy, modify and prepare derivative works of the deliverables developed in the
course of the Services hereunder, subject to any restrictions of any third-party
materials embodied in the Deliverables and disclosed to the Owner by the
consultant.

6.a.7 It is expressly understood and agreed by and between the Parties that the Owner is
entering into this contract solely on its own behalf and not on behalf of any other
person or entity. In particular, it is expressly understood and agreed that the Govt.
of India is not a party to this contract and has no liabilities, obligations or rights
hereunder. It is expressly understood and agreed that the Owner is an independent
legal entity with power and authority to enter into contracts solely in its own behalf
under the applicable laws of India and general principles of Contract Law. The
Consultant expressly agrees, acknowledges and understands that the Owner is not
an agent, representative or delegate of the Govt. of India. It is further understood
and agreed that the Govt. of India is not and shall not be liable for any acts,
omissions, commissions, breaches or other wrongs arising out of the contract.
Accordingly, the Consultant hereby, expressly waives, releases and foregoes any
and all actions or claims, including cross claims, impleader claims or counter claims
against the Govt. of India arising out of this contract and covenants not to sue the
Govt. of India as to any manner, claims, cause of action or thing whatsoever arising
of or under this contract.

6.b. EMPLOYMENT LIABILITY TOWARDS WORKERS EMPLOYED BY THE

CONSULTANT

6.b.1 The Consultant shall be solely and exclusively responsible for engaging or
employing persons for the execution of job. All persons engaged by the
Consultant shall be on Consultant's payroll and paid by Consultant. All disputes
or differences between the Consultant and his/their employees shall be settled
by Consultant.

6.b.2. Owner has absolutely no liability whatsoever concerning the employees of the
Consultant. The Consultant shall indemnify Owner against any loss or damage
or liability arising out of or in the course of his/their employing persons or
relation with his/their employees.

6.b.3 The Consultant shall advise in writing or in such appropriate way to all of his
employees and employees of sub-contractor and any other person engaged by him

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that their appointment/employment is not by the Owner but by the Consultant and
that their present appointment is only in connection with the contract with Owner
and that therefore, such an employment/appointment would not enable or make
them eligible for any employment/appointment with the Owner either temporarily
or/and permanent basis.

6.c. FIRST AID AND INDUSTRIAL INJURIES

6.c.1 Consultant shall maintain first aid facility for his employees and those of his
Sub-Contractors.

6.c.2. Consultant shall make arrangements for ambulance service and for the
treatment of all types of injuries.

6.c.3. All industrial injuries shall be reported promptly to Owner and a copy of
Consultant’s report covering each personal injury requiring the attention of a
physician shall be furnished to the Owner.

6.d. SAFETY CODE

6.d.1 The Consultant shall at his own expenses arrange for the Safety provisions as may
be necessary for the execution of the job or as required by the Project-in-Charge in
respect of all personnel directly or indirectly employed for performance of the jobs
and shall provide all facilities in connections therewith

6.d.2. The Consultant shall observe and abide by all fire and safety regulations of the
Owner.

6.e. INSURANCE AND LABOUR

6.e.1 Consultant shall at his own expense obtain and maintain an insurance policy with
a Nationalised Insurance Company to the satisfaction of the Owner as provided
hereunder.
i) The Consultant shall, for the duration of the contract, take out and maintain:
a) Group Personal Accident Insurance Policy covering the consultant’s
own staff.
b) A Workmen’s Compensation Insurance Policy covering the consultant’s
personnel at site.
c) An Insurance Policy covering the consultant’s own property at site.
® d) Consultant shall at his own expense cover all the workmen engaged
under him under “Pradhan Mantri Surksha Bima Yojana (PMSBY)” and
submit proof of the same to HPCL.
ii) The consultant shall fully indemnify the Owner against the losses, liabilities,
claims, costs and expenses consequent upon:
a) Injury to the consultant’s own staff.
b) Injury to the persons referred to in sub clause 6.e. (i)
c) Loss of or damage to the consultant’s own property site; arising
out of or in the course of the contract.
® REVISION : PROC-009/07.03.2016

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6.f. DOCUMENTS CONCERNING JOBS

6.f.1. All documents including information, technical data, drawings, manuals, blue
prints, tracings, reproducible models, plans, specifications and copies, thereof
furnished by the Owner as well as all manuals, tools, drawings, tracings,
reproducibles, plans, specifications design calculations etc. and any other
documents prepared by the Consultant for the purpose of execution of jobs
covered in or connected with this contract shall be the property of the Owner and
shall not be used by the Consultant for any other job but are to be delivered
to the Owner at the completion or otherwise of the contract.
6.f.2. The Consultant shall keep and maintain secrecy of the manuals, technical-know
how, documents, drawings etc. issued to him for the execution of this contract
and restrict access to such documents, drawings etc. The Consultant shall not
issue manuals, technical-know how, drawings and documents to any other agency
or individual.
6.f.3. Consultant will not give any information or document etc. concerning details of the
job to the press or a news disseminating agency without prior written approval
from Project-in-charge. Consultant shall not take any pictures on site without
written approval of Project-in-Charge.

6.f.4 Consultants working within HPCL locations or Office premises will be governed by
HPCL IT Security Policy (as per Chapter 1 of the policy) i.e. with regards to use of
HPCL WAN/LAN network, USB devices/Portable hard disks, Internet access etc.

7. PAYMENT OF CONSULTANT'S BILLS

7.a. PAYMENTS

7.a.1 Payments will be made against Running Accounts / progressive bills certified by the
Owner's Project-in-Charge within 30 days from the date of receipt of the certified bill
by the Disbursement Section of the Owner.

7.a.2. All running account payments shall be regarded as on account payment(s) to be

finally adjusted against the final bill payment. Payment of Running Account Bill(s)
shall not determine or affect in any way the rights of the Owner under this
Contract to make the final adjustments in the final bill.

7.a.3. The final bill shall be submitted by the Consultant within one month of the date of
completion of the job fully and completely in all respects.

7.a.4. Payment of final bill shall be made within 30 days from the date of receipt of the
certified bill by the Disbursement Section of the Owner.

7.a.5 In all cases, payment shall be tendered to the consultant in the electronic mode for
which necessary bank mandate should be provided to the Owner. However, Owner
reserves the right to make payment in any alternate mode also.

7.b. RETENTION MONEY

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7.b.1 10% of the total value of the Running Account and Final Bill will be deducted and
retained by the Owner as retention money on account of any damage/defect
liability that may arise for the period covered under the defect liability period
clause of the Contract free of interest. Any damage or defect that may arise or lie
undiscovered at the time of issue of completion certificate connected in any
way with the equipment or materials supplied by Consultant or in workmanship
shall be rectified or replaced by the Consultant at his own expense failing which
the Owner shall be entitled to rectify the said damage/defect from the retention
money. Any excess of expenditure incurred by the Owner on account of damage or
defect shall be payable by the Consultant. The decision of the Owner in this
behalf shall not be liable to be questioned but shall be final and binding on the
Consultant.

7.b.2 The retention money is not applicable, if the Consultant provides Performance Bank
Guarantee (PBG) for 10% of the Job / contract value.

7.c.STATUTORY LEVIES, TAXES AND DUTIES

7.c.1 The Consulting-firm accepts full and exclusive liability for payment of all taxes under
any Statute as applicable in performance of the service other than service tax and
quoted price should include all such taxes & duties, if applicable excluding Service
Tax including educational cess if any, which will be quoted separately.

7.c.2 All Domestic Consulting-firm’s should have service tax registration and to provide a
copy of such registration certificate quoting their Service Tax Registration number
and classification of service along with bid document.

7.c.3 In case of Foreign Consultants, where the service is provided from the
establishment within India, clause 7.c.1 and as applicable to Indian Bidder in 7.c.2
would apply. Where the service is provided from the establishment situated outside
India, service tax will be paid by the Owner as recipient of service as per
existing Act & Rules.

7.c.4 The Owner may claim cenvat credit on service tax. The bidder should quote service
tax separately (rates and values) . Bidder should provide tax invoice as per the act /
rules to enable owner to claim service tax.

7.c.5 All taxes & duties payable outside India in respect of performance of the contract
shall be borne & paid by the Consultant. The Consulting-firm shall bear and pay all
the liabilities in respect of non-observance of all legal formalities as per various
statutory provisions.

7.c.6 Unless specifically provided for in the tender documents or any Special Conditions,
Variations of taxes i.e., Service tax quoted in price bid arising out of the
amendments to the Central / State enactment, in respect of services covered under
this bid shall be to Owner’s account, so long as :
(i) They relate to the period from the date / time of opening of the bid, but
before the contractual completion period ( excluding permitted extensions due
to delay on account of the Consulting-firm, if any) or the actual completion
period, whichever is earlier; and

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(ii) The consultant furnishes documentary evidence of incurrence of such

variations, in addition to the invoices/documents for claiming Cenvat /Input Tax
credit, wherever applicable.

7.c.7 The Consultant shall bear and pay all liabilities in respect of statutory variations in
taxes and duties and imposition of new taxes and duties that may be imposed after
the delivery and payment schedule execution dates, as originally stipulated, in case
the delivery dates are extended due to reasons attributable to Consultant.

7.d. Income Tax

7.d.1. Statutory deductions like Income tax etc. will be deducted at source as per rules at
prevailing rates, unless certificate, if any, for deduction at lesser rate or nil
deduction is submitted by the Consultant from appropriate authority.

7.d.2 The Consultant shall provide Permanent Account Number (PAN) taken in India
under Indian Income Tax Act, 1961 and provide a copy of the same as part of Bid
Document.

7.d.3 In the case of Overseas consultants the following are to be provided:

a. The contractors having their ‘tax residency status’ outside India shall provide
Tax Residency Certificate (TRC), issued by Government of the Country or the
specified territory where the Contractor is a Resident. Rule 21AB of the Income
Tax Rules, 1962 has prescribed the contents of a TRC. This would enable the
Corporation to deduct tax at source by duly considering the ‘treaty relief’, if any,
under Double Taxation Avoidance Agreement (DTAA) entered into between GOI
and the respective country/specified territory in which the Contractors’ ‘tax
residency status’ is currently in force.

b. The Overseas Consultant shall state/declare whether they have Permanent

Establishment (PE) as defined in the respective DTAA with which they are
governed under. It would be their responsibility to notify the Owner, in advance,
as and when any change in their PE Status occurs as this status would be the
determinant factor for determining appropriate withholding tax rates.

c. Whosoever the Overseas Consultant who have PE in India, as stated above, it

would be their responsibility to get a Withholding Tax rate (Income Tax - TDS
rate) determined Under Section 195 of the Indian Income Tax Act, 1961, for
each of the Financial Year in which payments would be actually released. A self-
attested ‘True Copy’ of the Certificate issued by Indian Income Authorities shall
be furnished post which any payment would be released. In the absence of this
document, TDS Rate at maximum rate, as applicable for a Foreign Company,
would be applied.

7.d.4 Failure by the consultant to provide PAN Number (as stated above) would warrant
deduction of tax at a higher rate ( 20% in April 2012) of tax. The issuance of TDS
Certificate (Withholding tax Certificate) in such cases would be determined by the
provisions of Indian Income Tax Act, 1961, which generally lays stress on furnishing
of PAN Number.

7.d.5 Tax Deducted at Source (Withholding Tax) would be to Consultant’s Account.

Wherever PAN No. is provided, TDS Certificates would be issued from time to time.

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DTAA, generally provides for Tax Credit to the extent Income Tax paid in India while
declaring in Host Country, the Income earned pursuant to this assignment, subject
to the local laws of the Country where the Overseas Consultant is a Resident. The
Consultant shall accordingly bear this in view while finalizing their price bid amount,
after taking appropriate Expert’s advice as they deem fit.

7.d.6 The Overseas Consultant shall be wholly & exclusively responsible for any
incidence of personal income tax including filing of Tax Return, falling, if any, on the
Overseas Consultant’s Non Resident Employees/Associates etc. who work on this
assignment. The Owner is in no way responsible for any such taxes.

7.d.7 In the event of Indian Tax Authorities seeking any details of the Contract/Payments
made etc. pursuant to this tender materializing into a Contract, it would be disclosed
and should not been seen as breach of privacy.

8. PAYMENT OF CLAIMS AND DAMAGES

8.1. Should the Owner have to pay money in respect of claims or demands as aforesaid the
amount so paid and the costs incurred by the Owner shall be charged to and paid by
the Consultant and the Consultant shall not be entitled to dispute or question the right of
the Owner to make such payments notwithstanding the same may have been without
his consent or authority or in law or otherwise to the contrary.

9. CONSULTANT TO INDEMNIFY THE OWNER

9.1 If claims are lodged against Owner by third parties for compensation of damage or loss
caused by Consultant’s or its expert's fault, Consultant shall keep indemnified Owner
against all claims raised by third parties.

9.2 The Consultant shall fully indemnify the Owner and every member, officer and employee of
the Owner, also the Project-in-Charge and his staff against any losses or damages arising
out of loss or damage which may be made against the Owner for or in respect of or arising
out of any gross negligence / failure by the Consultant in the performance of his obligations
under the contract. In the event of any third party raising claim or initiating any suit against
the Owner on the ground that Owner’s use of the document provided by the Consultant
infringes any patent rights belonging to such third party, the Consultant shall indemnify,
keep indemnified and hold harmless the Owner against all actions, claims, damages,
losses and expenses raised by third parties and arising from or incurred by reason of any
infringement of patent.

10. DEFECTS AFTER TAKING OVER OR TERMINATION OF JOB CONTRACT BY

OWNER

10.1 The Consultant shall remain responsible and liable to make good all losses or damages
that may occur/appear to the job carried out under this Contract within a period of 12
months from date of issue of the Completion Certificate and/or the date of Owner
taking over the work, whichever is earlier. The Consultant shall issue a Bank Guarantee
to the Owner in the sum of 10% of the job entrusted in the Contract, from any
Scheduled Bank (other than a Co-Operative Bank) acceptable to the Owner and if
however, the Consultant fails to furnish such a Bank Guarantee the Owner shall have
right to retain the Security Deposit and Retention Money to cover the 10% of the

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Guarantee amount under this clause and to return/refund the same after the expiry of the
period of 12 months without any interest thereon. (Please refer to clause 4. Deposits).

11. TERMINATION OF CONTRACT

11.1 The Owner may terminate the contract at any stage of the Project for reasons to be
recorded in the letter of termination.
11.2 The Owner inter alia may terminate the Contract for any or all of the following:

11.2.1 Termination for Default

HPCL reserves its right to terminate / short close the contract, without prejudice to
any other remedy for breach of contract, by giving one month notice if Consultant
fails to perform any obligation(s) under the contract and if Consultant, does not
cure his failure within a period of 30 days (or such longer period as the Owner
may authorize in writing) after receipt of the default notice from the Owner.

11.2.2 Termination for Insolvency

The Owner may at any time terminate the contract by giving written notice without
compensation to Consultant, if Consultant becomes bankrupt or otherwise
insolvent, provided that such termination will not prejudice or affect any right of
action or remedy which has accrued or will accrue thereafter to the Owner.

11.2.3 Termination for convenience

The Owner may by written notice sent to consultant, terminate the contract, in
whole or part, at any time for its convenience. However, the payment shall be
released to the extent to which performance of work executed as determined by
the Owner till the date upon which such termination becomes effective.

11.2.4 Termination for Other reasons

The Owner may terminate the Contract for any or all of the following reasons that
the Consulting Firm:
a) Has abandoned the work/Contract.
b) Has failed to commence the jobs, or has without any lawful excuse under
these conditions suspended the job for 15 consecutive days.
c) Has neglected or failed to observe and perform all or any of the terms
acts, matters or things under this Contract to be observed and
performed by the Consulting Firm.
d) Has to the detriment of good workmanship or in defiance of the Officer’s
instructions to the contrary sub-let any part of the Contract.
e) Hasacted in any manner to the detrimental interest, reputation, dignity, name
or prestige of the Owner.
f) Has stopped attending to job without any prior notice and prior permission for
a period of 15 days.
g) Has become untraceable.
h) Has without authority acted in violation of the terms and conditions of this
contract and has committed breach of terms of the contract in best
judgment of the Owner.

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11.3 The Owner on termination of such contract shall have the right to appropriate the
Retention Money and return to the Consultant excess money, if any, left over.

11.4 In case of Termination of the contract, Owner shall have the right to carry out the
unexecuted portion of the job either by themselves or through any other
Consultant(s) at the risk and cost of the Consulting Firm. In view of paucity of time,
Owner shall have the right to place such unexecuted portion of the job on any
nominated Consulting Firms. However, the overall liability of the Consulting Firm
shall be restricted to 100 % of the total contract value.

11.5 When the contract is terminated by the Owner for all or any of the reasons mentioned
above the Consultant shall not have any right to claim compensation on account of
such termination.

12. INDUSTRIAL AND INTELLECTUAL PROPERTY

12.1 In order to perform the services, Consultant must obtain at its sole account, the
necessary assignments, permits and authorizations from the titleholder of the
corresponding patents, models, trademarks, names or other protected rights and shall
keep the Owner harmless and indemnify the Owner from and against claims,
proceedings, damages, costs and expenses (including but not limited to legal costs) for
and/or on account of infringements of said patents, models, trademarks names or other
protected rights.
12.2 All documents, report, information, data etc. collected and prepared by Consultant in
connection with the scope of work submitted to the Owner will be property of the Owner.
12.3 Consultant shall not be entitled either directly or indirectly to make use of the documents,
reports given by the Owner for carrying out of any services with any third parties.
12.4 Consultant shall not without the prior written consent of the Owner be entitled to publish
studies or descriptive article with or without illustrations or data in respect of or in
connection with the performance of services.

13 CONFIDENTIALITY
13.1 Consultant shall treat all matters in connection with the Contract as strictly confidential
and undertakes not to disclose, in any way, information, documents, technical data,
experience and know-how given to him by the Owner without the prior written consent of
the Owner .
13.2 Consultant further undertakes to limit the access to confidential information to those of its
employees, Implementation Partners who reasonably require the same for the proper
performance of the Contract provided however that Consultant shall ensure that each of
them has been informed of the confidential nature of the confidentiality and non-
disclosure provided for hereof.

14. ASSIGNMENT

14.1 Consultant shall not have the right to assign or transfer the benefit and obligations of the
contract or any part thereof to the third party without the prior express approval in writing
of the Owner which it shall do at its discretion. However, in event of that all
legal/contractual obligations shall be binding on Consultant only.

15. LIABILITIES

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15.1 Without prejudice to any express provision in the contract, Consultant shall be solely
responsible for any delay, lack of performance, breach of agreement and/or any default
under this contract.
15.2 Consultant shall remain liable for any damages due to its gross negligence within the next
12 months after the issuance of the provisional acceptance certificate of the contract.
15.3 The amount of liability will be limited to 10% of the contract value.

16. RECTIFICATION PERIOD

16.1 All services shall be rendered strictly in accordance with the terms and conditions stated
in the Contract.
16.2 No deviation from such conditions shall be made without the Owner’s agreement in
writing which must be obtained before any work against the order is commenced. All
services rendered by Consultant pursuant to the Contract (irrespective of whether
Management, engineering, design data or other information has been furnished, reviewed
or approved by the Owner) are guaranteed to be of the best quality of their respective
kinds.
16.3 Consultant shall rectify at his own cost any mistake in assumption of any data in the study
or use of wrong data or faulty study observed within twelve months of the acceptance of
his report and will submit the rectified report incorporating the changes wherever
applicable within 30 days of observance of mistake.

17. FORCE MAJEURE

17.1. Any delay in or failure of the performance of either party hereto shall not constitute
default hereunder or give rise to any claims for damage, if any, to the extent such
delays or failure of performance is caused by occurrences such as Acts of God or
an enemy, expropriation or confiscation of facilities by Government authorities,
acts of war, rebellion, sabotage or fires, floods, explosions, riots, or strikes.
The Consultant shall keep records of the circumstances referred to above and bring
these to the notice of the Project-in-Charge in writing immediately on such
occurrences. The amount of time, if any, lost on any of these counts shall not be counted
for the Contract period. Once decision of the Owner arrived at after consultation with
the Consultant, shall be final and binding. Such a determined period of time shall be
extended by the Owner to enable the Consultant to complete the job within such
extended period of time.
17.2. If Consultant is prevented or delayed from the performing any of its obligations
under this contract by Force Majeure, then Consultant shall notify Owner the
circumstances constituting the Force Majeure and the obligations performance of
which is thereby delayed or prevented, within seven days of the occurrence of the
events.
17.3 In the event of delay lasting over one month, if arising out of causes of Force Majeure,
the Owner reserves the right to cancel the Contract and the provisions governing
termination of contract shall apply.
17.4 In the event of any force majeure cause, consultant or the Owner shall not be liable for
delays in performing their obligations under this order and the completion dates will be
extended to Consultant without being subject to price reduction for delayed completion,
as stated elsewhere.

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18. ARBITRATION
18.1 The Owner and Consultant shall make every effort to resolve amicably by direct informal
negotiations any disagreement or dispute arising between them under or in connection
with the Contract.
18.2 All disputes and differences of whatsoever nature, whether existing or which shall at any
time arise between the parties hereto touching or concerning the contract, meaning,
operation or effect thereof or to the rights and liabilities of the parties or arising out of or in
relation thereto whether during or after completion of the contract or whether before after
determination, foreclosure, termination or breach of the contract (other than those in
respect of which the decision of any person is, by the contract, expressed to be final and
binding) shall, after written notice by either party to the contract to the other of them and
to the Appointing Authority hereinafter mentioned, be referred for adjudication to the Sole
Arbitrator to be appointed as hereinafter provided.
18.3 The Owner shall suggest a panel of three independent and distinguished persons to the
Consultant to select any one among them to act as the sole Arbitrator to adjudicate the
disputes and differences between the parties. The Sole Arbitrator can be a retired officer
of HPCL or a retired officer of any other Government Company in the Oil Sector of the
rank of Ch. Manager & above or any retired officer of the Central Government not below
the rank of a Director.
18.4 In the event of failure of the Consultant to select the Sole Arbitrator within 30 days from
the receipt of the communication suggesting the panel of arbitrators, the right of selection
of sole Arbitrator by the Consultant shall stand forfeited and the Owner shall have
discretion to proceed with the appointment of the sole Arbitrator. The decision of the
Owner on the appointment of Sole Arbitrator shall be final and binding on the parties.
18.5 In the event of the Arbitrator to whom the matter is referred to, does not accept the
appointment, or is unable or unwilling to act or resigns or vacates his office for any
reasons whatsoever, the Appointing Authority aforesaid, shall nominate another person
as aforesaid, to act as the Sole Arbitrator.
18.6 Such another person nominated as the Sole Arbitrator shall be entitled to proceed with
the arbitration from the stage at which it was left by his predecessor.
18.7 The Award of the Sole Arbitrator shall be final and binding on the parties to the contract.
18.8 The job under the Contract shall, however, continue during the Arbitration proceedings
and no payment due or payable to the concerned party shall be withheld (except to the
extent disputed) on account of initiation, commencement or pendency of such
proceedings.
18.9 The Arbitrator may give a composite or separate Award(s) in respect of each dispute or
difference referred to him and may also make interim award(s) if necessary.
18.10 The fees of the Arbitrator and expenses of arbitration proceedings, if any, shall be borne
equally by the parties unless the Sole Arbitrator otherwise directs in his award with
reasons. A fixed professional fee of ` 1.0 Lakhs shall apply for the entire arbitration
proceedings. Fees shall be paid stage wise i.e. 25% of the fees would be paid
acceptance, 25% on completion of documentation and balance 50% on receipt of the
award of the Arbitrator. The following amounts are payable to the Arbitrator
i. A lumpsum amount of ` 10,000/- expenses towards stenographer, stamp paper,
postal charges and other expenses which will be paid at the time of acceptance.
ii. A sum of ` 1,500/- per hearing towards local conveyance charges.

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18.11 Subject to the aforesaid, the provisions of the Arbitration and Conciliation Act, 1996 or
any statutory modification or re-enactment thereof and the rules made thereunder, shall
apply to the Arbitration proceedings under this Clause.
18.12 The Contract shall be governed by and constructed according to the laws in force in
India. The parties hereby submit to the exclusive jurisdiction of the Courts situated at
Mumbaifor all purposes. The Arbitration shall be held at Mumbai conducted in English
language.
18.13 The Appointing Authority is the Functional Director of Hindustan Petroleum Corporation
Limited.
18.14 In case of Government Public Sector Undertakings, the clause shall be applicable as per
Government guidelines.

19. PRICE REDUCTION

19.1 In case of any delay in completion of the work beyond the Contractual Delivery Date
(CDD), the Owner shall be entitled to be paid Price reduction by the Contractor. The
price reduction shall be initially at the rate of 0.5% (half percent) of the total contract
value for every week of the delay subject to a maximum of 5% of the total contract
value. The price reduction shall be recovered by the Owner out of the amounts
payable to the Consulting firm or from any Bank Guarantees or Deposits furnished by
the Contractor or the Retention Money retained from the Bills of the Contractor, either
under this contract or any other contract.

19.2 The Contractor shall be entitled to give an acceptable unconditional Bank Guarantee in
lieu of such a deduction if Contractor desires any decision on a request for time
extension.

19.3 Once a final decision is taken on the request of the Contractor or otherwise, the
price reduction shall be applicable only on the basic cost of the contract and on each
full completed week(s) of delay (and for part of the week, a pro-rata price reduction
amount shall be applicable).

19.4 This final calculation of price reductionshall be only on the value of the unexecuted
portion / quantity of work as on the CDD.

19.5 Contractor agrees with the Owner, that the above represents a genuine pre-estimate of
the damages which the Owner will suffer on account of delay in the performance of the
work by Contractor. The Contractor further agrees that the price reduction amount is
over and above any right which owner has to risk purchase under Clause 11.4 and any
right to get the defects in the work rectified at the cost of the contractor.
20. ACQUISITION OF DATA

20.1 If required, Consultant shall be responsible for carrying out any surveys and acquisition of
all data from necessary sources. The Owner , if requested in writing by consultant, may
assist the consultant in the said acquisition by way of issue of recommendatory letters
only. All requisite clearances, co-ordination, fees, charges, etc. and compliance to the
local laws required for completion of the job shall be the responsibility of the Consulting
Firm.

21. INTEGRITY PACT

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 SECTION IV - ANNEXURES ANNEXURE 7c: GENERAL TERMS &
CONDITIONS OF CONTRACT FOR CONSULTANCY SERVICES

21.1. Integrity Pact : Effective 1st September, 2007, all tenders and contracts shall comply with
the requirements of the Integrity Pact (IP) if the value of such tenders or contracts is ` 1
crore& above. Failure to sign the Integrity Pact shall lead to outright rejection of bid.

22. GRIEVANCES
22.1 Grievances of parties participating or intending to participate in the tender shall be
addressed in writing to the officer designate of the Grievance Redressal Cell where the
tenders have to be submitted within the stipulated period. Detailed mechanism of
Grievance Redressals available on the Owner’s website.

23. GENERAL
23.1 The Purchase Order will be complete in all respects and supersedes all previous
correspondence, record notes, Minutes of Meeting, discussions, and representations.
23.2 Either party has not made or does not make any representations, covenants, warranties
or guarantees and does not assume any liability, express or implied, other than those
expressly set forth in this contract. All further claims and/ or remedies with respect to
damages and/ or losses of any kind are excluded.
23.3 In no case, Consultant shall be liable for any indirect or consequential damage or loss,
such as but not limited to loss caused by any decision to proceed or not to proceed with a
project, loss of profit, increase cost of investment, construction, interest and the like.
23.4 Tenderers are requested to carefully study all the Tender documents and tender
conditions before quoting their rates. No alteration in the Tender will be allowed after the
opening of the Tender.
23.5 Every Tender must be strictly in accordance with the Owners Conditions and Terms of
Reference.
23.6 All entries in the Tender must be written in permanent ink or typewritten and there should
be no erasures or over writing. Corrections, if any, should be attested under the full
signature of the Tenderer.
23.7 All rates given in the Tender must be expressed both in words and figures and where
there is a difference between the two, the rates given in words will be taken as correct.
23.8 Any Tender received late or not conforming to the terms and conditions prescribed in the
Tender Documents will be rejected. Tenders not accompanied by Earnest Money, (unless
eligible for exemption) will be rejected.
23.9 It shall be understood that every endeavor has been made to avoid error which can
materially affect the basis of tender and the successful tenderer shall take upon himself
and provide for risk of any error which may subsequently be discovered and shall make
no subsequent claim on account thereof. No advantage is to be taken either by the
Corporation or the Tenderer of any clerical error or mistake, which may occur in the
general terms and conditions for consultancy services, terms of reference or Tender
Forms supplied to the Tenderer.
23.10 Any terms and conditions attached / printed overleaf of the vendors offers will not be
binding on the Owner.
23.11 The Tenderer should read the tender conditions carefully and return one copy to the
Owner duly signed by them in token of having read, understood and accepted the
conditions.
® 23.12 The guidelines for Holiday Listing as adopted and available on HPCL
website shall be applicable to all tenders floated and all Purchase Orders/
Contracts placed by HPCL.

® REVISION : PROC-019/02.11.2016
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