Agreement For Supply, Delivery, Installation, Testing, Commissioning & Maintenance of Air Conditioners
Agreement For Supply, Delivery, Installation, Testing, Commissioning & Maintenance of Air Conditioners
Agreement For Supply, Delivery, Installation, Testing, Commissioning & Maintenance of Air Conditioners
This Agreement for Design, Supply, Delivery, Installation, Testing, Commissioning &
Maintenance of Air Conditioners (AC) (the “Agreement”) is made on this the …………… day of
…………………………., 2014 of the English Calendar at Dhaka, Bangladesh.
BETWEEN
THE CITY BANK LIMITED, a banking company limited by shares incorporated under the relevant
Bank Companies Act of Bangladesh, having its Head Office at City Bank Center, 136, Gulshan
Avenue, Gulshan-2, Dhaka-1212, Bangladesh (hereinafter referred to as “CBL”) which
expression, unless repugnant to the context shall include its successors-in-interest, assignees,
nominees, administrators, officers and legal representatives of the ONE PART.
AND
[NAME OF THE SUPPLIER], a company incorporated in Bangladesh under the Companies Act
1994, having its Head Office at ………..[ADDRESS OF THE SUPPLIER]………….., Bangladesh
(hereinafter referred to as the “Supplier”) which expression, unless repugnant to the context,
shall means and include its successors-in-interest, assignees, nominees, administrators, officers
& legal representatives of the OTHER PART.
(CBL and the Supplier hereinafter collectively referred to as the ‘Parties’ and individually as
the ‘Party’.)
WHEREAS
A. CBL being licensed by the relevant authority of Bangladesh is engaged in the business
of providing banking services to its customers.
B. CBL is desirous of purchasing Air Conditioner for its office premises and have them
delivered and installed and subsequently maintained and supported by the Supplier in
accordance with the terms of this Agreement; and
C. The Supplier being engaged in the business of supplying electrical, electronic
equipment, has agreed to provide supply, deliver & install and thereafter maintenance
services of the Air Conditioners at CBL premises countrywide on the terms and subject
to the conditions as set forth hereunder.
NOW, THEREFORE, in consideration of the above premises, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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CLAUSE-1: DEFINITIONS OF TERMS
1.1 In this Agreement, the following expressions shall unless the context otherwise requires
have the meanings respectively assigned to them:
“Agreement” shall mean this Agreement including all annexes attached herewith and
all amendments, supplemental, extension or addendum to this Agreement to be made
from time to time.
“Agreement Period” shall mean the period specified in the Agreement whereby the
Agreement is enforceable from the date of the Agreement is made to the date of the
Agreement expires.
“Day” shall mean an English calendar day.
“Effective Date” shall mean the coming into force of this Agreement as mentioned in
Clause 7.1 of this Agreement.
“Items/Equipments” shall mean the different types of Air Conditioners to be supplied,
delivered, installed commissioned, maintained by the Supplier under this Agreement as
listed in Anenxure-1 & Annexure-2 of this Agreement.
“Month” shall mean an English calendar month.
“Services” shall mean maintenance and other relevant services to be provided under
this Agreement;
“Year” shall mean an English calendar year.
1.2 Words importing the singular shall also include the plural and vice versa where in
context requires.
1.3 The Title of these conditions are of convenience of reference only and shall not be
deemed to be part of Agreement or in any way affect the interpretation or
construction thereof.
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CLAUSE 5: RESPONSIBILITIES & OBLIGATIONS OF THE SUPPLIER
The obligations of the Supplier shall be as follows:
5.1 The Supplier shall-
5.1.1 ensure and be solely responsible for the supply, delivery, install, test,
commission and maintain of the Items/Equipments and provide the Services in
accordance with the terms of this Agreement and the Purchase Order.
5.1.2 Upon completion of the supply & service the Supplier shall submit the work
completion certificate to CBL and shall fill up the checklist provided by CBL for
the functionality and workmanship of the installed Items/Equipments.
5.1.3 keep accurate, systematic and up-to-date records in respect of the provision of
the Items/Equipments and/or Services in such form and detail as is customary
in the profession and as may be required by CBL from time to time, to establish
accurately the cost and expenditure that have been duly paid by CBL.
5.1.4 ensure that the Items/Equipments supplied hereunder shall be of satisfactory
quality and be fit for its intended purpose as per the agreed specifications.
5.1.5 furnish to CBL such information relating to the Equipments/Systems and/or the
Services as CBL may require from time to time.
5.1.6 be responsible for emergency trouble shooting/break down within the warranty
period.
5.1.7 be responsible for doing schedule maintenance 03 (three) times in a year
during the warranty period otherwise the retention money/Bank Guarantee
shall not be released.
5.1.8 be responsible to give compensation as determined by the CBL under this
Agreement if any damage or loss happen during supply, installation,
commission or service due to the negligence or incompetence of the Supplier.
5.1.9 ensure that all items/equipments or spare parts or consumable items supplied
or installed are new and never used or utilized for any other purpose. The
Supplier also shall ensure that items/equipments supplied are of international
standard and compliance of relevant international standard.
5.1.10 provide all necessary labor, technical know-how, and replacement of
mechanical, electrical or electronic parts as required for the maintenance work
of the supplied items/Equipments.
5.1.11 secure that the workers/employees are provided with a healthy and safe
working environment with required safety equipments in accordance with
internationally recognized standards.
5.1.12 have to take proper care of the existing site premises and ensure that during
installing or construction works, no harm shall be done to the premises or the
building in part or whole,. In case of any damage to the site or items the
supplier shall be liable to refund the amount for the damage at the time of
settlement of the Final Bill. If the Supplier fails to do so CBL reserves the right
to debit the amount from the Bill.
5.1.13 be responsible to display required signage or Notices in site in accordance with
the Health and Safety law and rules.
5.1.14 make necessary arrangements for co-operation and co-ordination with the
other contractors (if any) engaged by CBL for the execution of the works.
5.1.15 be responsible for any fines and penalties imposed on it arising from any
noncompliance with the laws and regulations of Bangladesh and CBL shall not
be held responsible to this end.
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and has full power and authority to enter into this Agreement and
undertakes its obligations under this Agreement.
6.1.2 The Supplier shall be responsible for any fines and penalties imposed
on it arising from any noncompliance with the laws and regulations of
Bangladesh and CBL shall not be held responsible to this end.
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money due or the Supplier shall be bound to pay such amount within 15
(fifteen) days. This Sub-Clause shall not prejudice CBL’s right to impose
liquidated damages/Penalty as referred to in Clause 9 herein.
6.2.6 If during the Guarantee/Warranty Period certain part or parts of the
Equipment and System are found or observed to breakdown repeatedly
despite repairs, such part or parts shall be replaced by the Supplier at
no cost to CBL.
6.2.7 Any defective part repaired/replaced during the guaranty period shall
be guaranteed inclusive of the repaired/replacement lead time.
6.2.8 The Supplier shall bear all costs for rectifying defects arising from
faulty design of the Items/Equipments during the entire
Guarantee/Warranty Period of the Equipment and System. The Supplier
shall also indemnify CBL from and against losses, costs, damages, and
expenses which CBL may suffer, incur or sustain by reason of faulty or
defective design, modification, works, technical assistance,
fundamental and/or inherent faults of the Items/Equipments or the
Supplier’s Work and/or technical assistance.
6.2.9 During the Guarantee/Warranty Period the Supplier shall provide the
periodic service three times in a year (i.e after every four months) at
free of cost. The Supplier shall provide the periodic service schedule
after installation and commissioning of the Items/Equipments.
6.2.10 The Supplier shall provide emergency service for emergency breakdown
at free of cost within the Guarantee/Warranty Period as more
specifically mentioned in Annexure-2.
b). For warranty support service this Agreement shall remain valid until the
warranty period or until completion of warranty obligations under this
Agreement.
7.3 Notwithstanding anything in this Agreement, the terms & conditions related to
service and Service Level Agreement (SLA) as mentioned in Annexure-2 shall be
remain valid and enforceable for the warranty period of the supplied AC under
this Agreement.
7.4 At any time, during the validity of this Agreement, both the Parties may mutually
agree to modify or amend the existing terms, conditions or requirements of this
Agreement as circumstance demand.
7.5 No amendment, addendum, renewal or modification to this Agreement shall be
effective unless it is in writing and signed by duly authorized representatives of
both the Parties.
CLAUSE 8: REJECTION
8.1 Any Item or Equipment and System being found to be not in compliance with the
Technical Specifications in this Agreement may be rejected in part or in whole at
the sole discretion of CBL, provided always that Equipment and System with
minor defects and shortcomings, in the opinion of CBL, which do not affect the
operational use of the Equipment and System, will not give rise to rejection of
the Equipment and System concerned if such defect and shortcoming is rectified
by the Supplier within seven (07) working days or any other extended period at
CBL’s sole discretion.
8.2 All Equipment and System rejected due to non compliance of the specification or
nonperformance as per specification shall be removed by the Supplier from CBL’s
premises at the Supplier’s own expense upon provide the replacement.
8.3 The Supplier can’t claim any payment for the Equipment and System which has
been rejected.
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CLAUSE9: LIQUIDATED DAMAGES/PENALTY
9.1 The Supplier shall complete the job within the stipulated period mentioned in
the respective Purchase/Work Order, failure of which Penalty @ 2% per week
subject to maximum 20% ceiling of work/purchase order value will be deducted
from the Supplier’s bill.
9.2 In the event that the supplier fails repeatedly to successfully perform
delivery/repair after being requested by CBL to do so within the stipulated time,
or within any extended period granted in writing by CBL, CBL shall have the right
to penalize and claim from the Supplier for any direct losses incurred. In case of
failure to supply the Items/Equipments within the stipulated time CBL shall
cancel the order and can place fresh order with any of the incumbent supplier of
its choice.
9.3 If the Supplier fails to provide the support service mentioned in this Agreement
within the warranty period, CBL shall be entitled to do it itself by other Supplier
or any third party at the cost and risk of the Supplier and be reimbursed the
amount from Supplier’s security deposit.
9.4 CBL shall also be entitled to claim damages for losses which is results of breach
of Agreement unless the Supplier can prove that the breach or the cause of
breach was not due to the Supplier or the breach results from the force majeure.
CBL shall have the right to make adjustment of the claims with payment or any
other payment due to the Supplier.
9.5 If the Supplier default in the payment of Liquidated Damages/Penalty applied
under the terms of this clause, CBL shall have the right to obtain compensation
by making deductions from any payments due or to become due to the Suppliers
and/or by recovering such sums as a debt or by forfeiture in part or in whole
from the Performance Bond.
10.2 The Supplier shall not use the CBL Trademarks, logos or artworks in any manner
that may disparage the CBL Trademarks or impair the validity, scope, title or
goodwill of CBL. Supplier acknowledges that use of the CBL logo, Trademarks
and/or CBL Graphics/artworks in no way implies sponsorship or certification by
CBL in Supplier’s company, products and/or services. Supplier shall not use CBL
logo, Trademarks and/or CBL Graphics/artworks in their own marketing or
advertising materials in any manner that implies CBL sponsorship or
certification of Supplier’s company, products and/or services.
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all such damages and compensation (save and except as aforesaid) and against
all claims, demands, proceedings, costs, charges and expenses whatsoever in
respect thereof or in relation thereto. The Supplier shall insure against such
liability with an insurer registered in accordance with the laws of Bangladesh.
13.2 The Agreement is not terminable by the Supplier before expiry of the
Agreement period unless there is a material breach on the part of “CBL” in
complying any of the terms of the Agreement.
13.3 In case of any default or failure of the Supplier to perform its obligations under
this Agreement, CBL shall be entitled to terminate the Agreement by providing
a 07 (seven) days prior notice and/or impose penalty as per Clause 09.
Or such other address the Supplier as shall notify to CBL pursuant hereto
For CBL:
The City Bank Limited
Procurement Department
City Bank Center, 4th Floor
136, Gulshan Avenue, Gulshan-1
Dhaka-1212.
Or such other address CBL as shall notify to the Supplier pursuant hereto.
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under this Agreement shall be suspended for the period during which the
extraordinary situation exists. If the force majeure situation exists for a
continuous period of 60(sixty) days, CBL shall have the right to terminate this
Agreement.
17.2 The Supplier shall also indemnify in full (including legal costs) if authorities
impose any levy, fine or charges on the CBL for breach of planning regulations or
in the event Supplier erect, delivery, install items/equipments or provide
services without necessary permission from the authorities.
17.3 The Supplier shall be liable for, and shall indemnify CBL against any liability,
loss, claims or proceedings whatsoever arising In respect of any personal injuries
to or the death of any person or in course of or caused by the carrying out of this
Agreement.
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CLAUSE 23: WAIVER
Any delay, neglect or forbearance on the part of CBL in enforcing the Agreement
against the Supplier shall not be deemed to be a waiver and shall not prejudice
the right of such Party to enforce the Agreement.
IN WITNESSES WHEREOF the parties have caused this Agreement to be executed as of the day
and the year first above written.
______________________ _____________________
Witnesses:
1 1.
2 2.
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ANNEX-1
The Supplier shall supply, deliver, install, test, commission and thereinafter provide
maintenance service during the warranty period of the following Item/Equipments-
Items/Equipments
Different type AC: Window Type Air Conditioners, Split Air Conditioners, Cassette
Type Split Air Conditioners & Wall Mounted Air Conditioners and other associated
items in City Bank premises nationwide.
SCOPE OF WORK
GENERAL
This Specification describes the scope of works, materials, product, supply and installation of
AC for CBL. The Supplier shall furnish all labors, superintendent, materials, tools, equipments,
storage, permits, certificate, drawing, temporary works and all necessary accessories,
auxiliaries and incidentals to accomplish the work in proper, safe and skillful way to satisfy
requirement of purchaser.
Site info
At City Bank premises countrywide
Responsibility Matrix
A brief responsibility matrix is given in the following table-
Water Drain Pipe: The water of the AC must drain at suitable place. If no suitable place is found at nearby
the unit water drain pipe may be lengthen. Drain pipe line up to 15 Rft shall be free of cost. If more than
15 Rft is required the Supplier will complete the job. The bill will be paid as per unit price of the item.
Dressing of the drain pipe must be clamped properly. The holes required during drain pipe lying must be
closed properly with cement. For drain line making, water grade PVC pipe of 3/4" diameter shall be used.
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Wooden box making: In case if required the Supplier shall have to make wooden box inside the hole for
the window type AC. Wooden box shall be made by "Garjan" wood of 1/2" thick.
Plain wooden frame making: For decoration plain wooden frame shall be required. The wooden frame
shall be made by "Garjan" wood of 1/2" thick.
Sealing works: The Supplier shall fill the air gap after installation of window type AC.
Making hole for Window AC: If required to break the wall to make hole to install window AC, the Supplier
shall do it. After making the hole, the Supplier will provide proper finishing works through sand, cement,
brick, concrete, lime, wooden box etc. (Hole required for Split unit is under installation of split type AC)
Base Grill: For Split type AC the Supplier shall supply the base grill for Outdoor unit. The coating shall be
rustproof and color shall be as like ODU.
Security Grill: For Split type AC the Supplier shall supply the security grill for Outdoor unit. The coating
shall be rustproof and color shall be as like ODU. This security grill is required in specific sites.
Copper pipe: Copper pipe with proper insulation (aeroflex) up to ……….. Rft (Both suction and discharge)
should be free of cost. If more than ………. Rft is required the Supplier will complete the job. The bill will be
paid as per unit price of the item. Dressing of the copper pipe with insulation must be clamped properly.
The holes required during copper pipe laying must be sealed properly with sand, cement, painting etc
Electrical Works: During installation works PVC cable supply and laying of respective AC shall be free up to
……………… rft (all the line(s), neutral and earthing). If more than …………….. Rft is required the Supplier will
complete the job. The bill will be paid as per unit price of the item. Dressing of the cable must be through
the PVC channel. If Combined switch socket and / or MCB is required the Supplier shall supply and install
at the approved unit rate.
Commissioning
Commissioning will have to be exclusively done by the Supplier’s authorized Commissioning Engineer.
Purchaser will ensure that his personnel involved are able to communicate with the Supplier’s
Commissioning Engineers in English/ Bengali language. And details commissioning sheet must be
prepared and filled by the Supplier’s commissioning engineers duly signed by him and project manager
and hand over to Purchaser.
Test Run
Test Run will be performed to demonstrate reliability and achievement of performance guarantees
of the continuous energy output from the solar module and associated auxiliaries under normal
operation conditions. Once completed, the Supplier will call for a test run with Purchaser.
Performance Tests
Performance Tests shall be conducted to demonstrate achievement of contractual agreed performance
guarantees for output. Performance Tests shall be done by Contractor in presence of Purchaser according
to the design approved specific at ion, which is based on standard compliance. Measurements taken
during Performance Tests have to be checked by both the Parties and shall be approved by Purchaser.
Acceptance
Acceptance Certificate shall be issued by Purchaser, once performance test is done successfully with all
necessary paper documents dully signed by the project in- charge from the Supplier.
Control system: The window type AC shall be non remote type (selector switch) and the split type AC
shall be remote controlled. Remote controller shall be mounted in a wall beside the AC unit.
Protection system: The units must have over voltage, under voltage, over heat and high & low pressure
protection system.
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Running conditions: The AC units must have the provision to run automatically when power comes after
shutdown of the power authority.
Automatic Air Swing: The units shall have automatic air swing system.
Technical Specification: The Supplier shall mention technical specification with require data in the
following format:
Technical Data Sheet of Different Type AC
Sl. No. Item Description Supplier’s Specification
1 Brand
2 Model
3 Country of origin
4 Shipment from
5 Capacity (BTU/Hour)
6 Power supply
7 Noise level (dBA)
8 Starting Current
9 Running Current
10 Compressor Type (Rotary/Reciprocating)
11 Washable air filter
12 Operating ambient temperature (ODU)
13 Dimension (HXWXD) in mm
14 Required space to install (HXWXD) in mm
15 Expansion valve (Thermostatic / Capillary)
16 Overload protector
17 Phase reversal protector
18 Weight (kg)
19 Power Consumption (Kw)
20 ERR (Btu/H) (kW/kW)
21 Air Circulation (CFM)
22 Refrigenent
23 Copper pipe including insulation.
24 Drain pipe including insulation.
25 Electrical wiring.
26 Warranty
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ANNEXURE-2
Service Level Agreement (SLA)
1 Service LEVEL SCOPES: This SLA will be adopted for Air Conditioners service and
maintenance in CBL office.
1.1 System Support
1.1.1 Technical Helpdesk
Performance Level
Service Level Problem Classes
Critical Non-critical
Availability Within Warranty Period Within Warranty Period
2 SEVERITY classification:
2.1 Product Operation and Maintenance
3 Training: Supplier shall provide on job training at site or any suitable place as per CBL
requirement.
4 Performance Review: Performance review meeting will take place once per quarter.
5 CONTACT: Both parties will provide the contact numbers for communication/ Support/
escalation matrix.
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ANNEXURE-3
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CLAUSE 2: METHOD OF ORDERING
2.1 The “Purchase/Work Order” will be issued as per the specification & rate mentioned in this
Agreement.
2.2 The Supplier shall complete the delivery, installation work within 15 (fifteen) days from
the date of acceptance of Purchase/Work Order.
2.3 The Supplier is obliged to ensure that the deliverables under this Agreement are of the
highest quality and shall maintain a quality assurance system. CBL may at any time without
prior notice perform inspection of the Supplier’s quality assurance system.
A. PAYMENT TERMS:
3.1 100% payment will be made by A/C payee cheaque in favour of the Supplier after
successfully completion of delivery, installation, testing & commissioning of ordered
quantity and upon submission of Invoice, Delivery Challan, Acceptance Certificate,
Warranty Certificate, and other necessary papers as required by CBL Finance Division
subject to submission of 15% of PO value in the form of unconditional Bank Guarantee.
3.2 If any part of the invoice produced by the Supplier is taxable and the law requires CBL
to deduct the Tax/VAT at source, CBL shall deduct the taxes, reduce the payment
accordingly and deposit the deducted tax with the relevant authority.
CBL shall not be liable to pay or credit any interest on such Performance Bond.
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