FORM NO. CMM 22/Rev.

NUCLEAR POWER CORPORATION OF INDIA LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)
DIRECTORATE OF CONTRACTS AND MATERIALS MANAGEMENT

GENERAL CONDITIONS OF CONTRACT

GOVERNING SUPPLY OF STORES

APPLICABLE TO THE CONTRACTS FOR

INDIGENOUS STORES PLACED BY
NUCLEAR POWER CORPORATION OF INDIA LIMITED
 INDEX

LIST OF CONTENTS

CLAUSE PAGE
TITLE
NO. NO.
01 PREAMBLE 03

02 DEFINITIONS 03

03 SUBLETTING OR ASSIGNMENT OF CONTRACT 05

04 CONTRACT SPECIFICATIONS AND DRAWINGS 05

05 ALTERATION OF SPECIFICATION, PATTERNS & DRAWINGS 06

06 MISTAKES IN DRAWINGS 06

07 CONTRACTOR'S LIABILITY FOR DEFECTIVE STORES 06

08 WARRANTY 07

09 CONTRACT PRICE / RATE 07

10 SAMPLES 07

11 PACKING & MARKING 07

12 CONTRACTOR'S LIABILITY REGARDING DESPATCH / DELIVERY 08

13 INSURANCE 08

14 DELIVERY SCHEDULE 08

15 FORCE MAJEURE 10

16 QUALITY SURVEILLANCE, INSPECTION, ACCEPTANCE AND REJECTION 10

17 RECOVERY OF SUMS DUE 11

18 MODES OF PAYMENT 12

19 TERMS OF PAYMENT 12

20 SUPPLY OF FREE ISSUE MATERIAL (FIM) 13

21 EXERCISING THE RIGHTS & POWERS OF THE PURCHASER 14

22 INDEMNITY 15

23 ARBITRATION 15

24 PERMITS & LICENCE 16

25 INSPECTION & FINAL ACCEPTANCE TEST 16

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 CLAUSE PAGE
TITLE
NO. NO.
26 TITLE TO THE PLANT / EQUIPMENT / MACHINERY / INSTRUMENTS 16

27 TRAINING 16

28 OPERATION INSTRUCTION MANUAL 17

29 LAW GOVERNING THE CONTRACT 17

30 JURISDICTION 17

31 SECRECY 17

LIST OF ANNEXURES / APPENDICES

ANNEXURE A : FORMAT FOR INDEMNITY BOND AGAINST FREE ISSUE MATERIAL

APPENDIX A : FORMAT FOR CERTIFICATE TOWARDS EXCISE DUTY

APPENDIX B : FORMAT FOR CERTIFICATE TOWARDS SALES TAX

APPENDIX C : FORMAT FOR CERTIFICATE TOWARDS SERVICE TAX

SPT/IND Page 6 of 32
 CMM-22/Rev. 4
GENERAL CONDITIONS OF ALL CONTRACTS
FOR INDIGENOUS STORES
PLACED BY
NUCLEAR POWER CORPORATION OF INDIA LIMITED
(A GOVERNMENT OF INDIA ENTERPRISE)

GENERAL CONDITIONS OF CONTRACT

1 PREAMBLE

1.1 The scope of the Contract shall be design, manufacture, supply, inspection, test, erect and
commission, as the case may be, of the Stores, plants, materials, components, equipment,
machineries, instruments, appliances and accessories, in accordance with the technical
specifications and drawings of the Contract documents.

1.2 The General Conditions of Contract (Form No. CMM-22/Rev.4) shall form a part of the
Contract.

1.3 In case of any conflict between the terms and conditions of the General Conditions of
Contract (Form No. CMM-22/Rev.4) and the conditions as may be stipulated in the Contract,
the latter shall prevail to the extent applicable.

2 DEFINITIONS

2.1 "PURCHASER" shall mean Nuclear Power Corporation of Limited, A Government of India
Enterprise acting through Executive Director, Directorate of Contracts & Materials
Management (hereinafter called NPCIL).

2.2 EXECUTIVE DIRECTOR", Directorate of Contracts and Materials Management, shall

mean Executive Director, Contracts & Materials Management of NPCIL and includes any
other officer entrusted with the function of Contracts and Materials Management (CMM) by
NPCIL.

2.3 "INSPECTOR shall mean any person appointed by or on behalf of the Purchaser to inspect
or carry out quality surveillance on supplies, stores or work under the Contract or any person
deputed by the Inspector for the said purpose.

2.4 "ENGINEER" shall mean the person nominated by the Purchaser to carry out all
engineering functions concerning the contract including interalia approval of manufacturing,
drawings, post contract technical follow up, accounting of free issue materials where
involved and such other technical functions.

2.5 "PARTICULARS" shall mean the following: --

2.5.1 Specification(s);

2.5.2 Drawing(s);

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2.5.3 Sealed pattern denoting a pattern sealed and signed by the Inspector;

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2.5.4 Proprietary make denoting the produce of any individual firm; and

2.5.5 Any other details governing the construction, manufacture and/or supply as provided in the
Contract.
2.6 "PARTIES to the Contract are the Contractor named in the Contract and the Purchaser.

2.7 "CONTRACTOR shall mean firm or company with whom or with which the order for the
supply of Stores is placed and shall be deemed to include the Contractors legal successors
and/or assignees (approved by the Purchaser), representatives, heirs, executors and
administrators unless excluded by the Contract.
2.8 "STORES shall mean and include what the Contractor agreed to supply under the Contract
as specified in the Contract and shall include inter-alia goods and materials, equipment,
machinery, components, instruments, appliances, accessories and plant

2.9 CONTRACT or "PURCHASE ORDER shall mean the communication or document

signed for and on behalf of the Purchaser by an Officer duly authorised confirming the
acceptance for and on behalf of the Purchaser on the terms and conditions mentioned or
referred to in the said communication or document including all attachments and appendices
thereto while accepting the Tender or Offer of the Contractor for supply of Stores and any
subsequent amendments thereto made on the basis of mutual agreement.

2.10 "SHIPPING RELEASE" shall mean the document issued by the inspector or the inspection
agency nominated by the Purchaser authorising the Contractor to ship the Stores on
satisfactory completion of inspection.

2.11 "GUARANTEE PERIOD" or" WARRANTY PERIOD" shall mean the period during
which the Contractor shall remain liable without any extra cost to the Purchaser for repair,
replace or rectify any defective part or performance of the Stores supplied under the
Contract.

2.12 "BID" shall mean and include offer and quotation.

2.13 "PERFORMANCE TEST" shall mean all operational checks and tests required to
determine the performance parameters including inter-alia capacity, efficiency and operating
characteristics of the Stores as specified in the Contract.

2.14 "ACCEPTANCE shall mean and deemed to include one or more of the following as
stipulated in the tender:

a) the written acceptance of stores by the Inspector at Contractor's works to ship the
materials;

b) acceptance of the stores at Purchaser's Site Stores after its receipt and due inspection and
release of Material Receipt Voucher. Where the scope of the Contract is only supply, the
acceptance should be completed within 75 (seventy five) days from the date of receipt of
Stores at Purchaser's Site subject to Contractor meeting the requirements stipulated in the
Contract.
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 c) Where the scope of the Contract includes supply, erection and commissioning, acceptance
shall mean issue of necessary Material Receipt Voucher after commissioning and final
acceptance of Equipment, Machinery and Instrument etc. which should be completed
within 75 (seventy five) days from the date of commissioning of the Stores at Purchaser's
Site subject to Contractor meeting the requirements stipulated in the Contract.

3 SUBLETTING OR ASSIGNMENT OF CONTRACT

3.1 The Contractor shall not sublet, transfer or assign the Contract or any part thereof or bills or
any other benefits, accruing there from or under the contract without the prior written consent
of the Purchaser. However, such consent shall not be unreasonably withheld by the
Purchaser, if such stores are not normally manufactured by the Contractor. Such assignment
or sub-letting shall not relieve the Contractor from any contractual obligation or
responsibility under the Contract.

3.2 Any breach of this condition shall entitle the Purchaser to cancel the Contract or any part
thereof and to purchase from other sources at the risk and cost of the Contractor in terms of
clause no. 15.2 hereof and/or recover from the Contractor damages arising from such
cancellation.

3.3 In case the Contractor sublets, transfers or assigns any part of the Contract with the prior
written consent of the Purchaser, all payments to the sub-Contractor shall be the
responsibility of the Contractor and any requests from such Sub-Contractor shall not be
entertained by the Purchaser.

4 CONTRACT SPECIFICATIONS AND DRAWINGS

4.1 Quality and Workmanship

4.1.1 The Stores shall be brand new, of the best quality and workmanship and shall comply in all
respects with Particulars of the Contract.

4.1.2 The Contractor shall be deemed to have carefully examined all Contract documents and
obtained clarifications from the Purchaser where needed to his entire satisfaction before
submitting the bid. In particular and without prejudice to the foregoing conditions and in
addition thereto, when tenders are called for furnishing Particulars, the Contractors tender to
supply in accordance with such Particulars shall be deemed to be an admission on his part
that he has fully acquainted himself with the details thereof and no claim on his part which
may arise on account of non-examination or misunderstanding of the Particulars will, in any
circumstances, be considered by the Purchaser or be recoverable from him.

4.1.3 The Contractor shall be responsible for and shall pay for any alterations of Stores and shall
indemnify the Purchaser for any consequential expenditure incurred by the Purchaser due to
any discrepancies, errors or omissions in the drawings or other Particulars supplied by the

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 Contractor whether such drawings or specifications have been approved by the Purchaser or
not.

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4.2 Any fittings or accessories which may not be specifically mentioned in the Specifications or
Particulars but which are usual or necessary for proper and efficient functioning of the Stores
as per the specification of the tender shall be supplied by the Contractor without extra charge
to the Purchaser; the Stores supplied shall be complete in all respects.

5 ALTERATION OF SPECIFICATIONS, PATTERNS AND DRAWINGS

5.1 The Purchaser reserves the right to alter whenever necessary specifications, patterns and
drawings. As from that date, the Stores shall be in accordance with the specifications;
patterns and drawings so altered, which the Contractor is bound to comply with.

5.2 In the event of such alteration involving a revision in the cost, or in the delivery period the
same shall be discussed and mutually agreed to taking into account the unit rates of similar
items in the Contract. In case of disagreement, the decision of the Purchaser, in the cost or
the delivery period, shall be final and conclusive.

6 MISTAKES IN DRAWINGS

The Contractor shall be responsible to make all necessary alterations of the Stores which are
occasioned due to any discrepancies, errors or omission in the drawings or Particulars
submitted by the Contractor irrespective of whether these have been approved by the
Purchaser or not. If the Contractor fails to make such alterations, the Purchaser may do so at
the risk and cost of Contractor.

7 CONTRACTOR'S LIABILITY FOR DEFECTIVE STORES

7.1 The Purchaser may accept the Stores, if it is complete in all respects or alternatively accept
the same on such terms as may be considered appropriate. If the Stores after the acceptance
thereof is discovered to have defects, latent or otherwise, notwithstanding that such defects
could have been discovered at the time of inspection, or any defects therein are found to have
developed during the Guarantee Period while under proper use or subsequently it is found
that Stores failed to fulfill the requirements or Particulars of the Contract or developed
defects after erection within a period of 12 (twelve) months from the date of acceptance, the
Purchaser shall be entitled to give a notice to the Contractor within 14 months from the date
of acceptance of stores setting forth details of such defects or failure and the Contractor shall
forthwith make the defective Stores good or alter the same to make it comply with the
requirements of the Contract at his own cost. Further if in the opinion of the Purchaser,
defects are of such a nature that the same cannot be made good or repaired without impairing
the efficiency or workability of the Stores or if in the opinion of the Purchaser, such opinion
being final, the Stores cannot be repaired or altered to make it comply with the requirements
of the Contract, the Contractor shall remove and replace the same with a Stores conforming
in all respects to the stipulated specifications at the Contractor's own cost. If the Contractor
fails to make the desired repairs/replacement within reasonable time then such repairs/
replacement at the cost of the Contractor shall be carried out by the Purchaser, with Stores of

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 the same Particulars or when the Stores conforming to the stipulated Particulars are not in the
opinion of the Purchaser readily procurable, such opinion being final, then the nearest
available substitute thereof.

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7.2 Should the Contractor fail to comply within a reasonable time of issue of notice, the
Purchaser may reject at the cost of the Contractor the whole or any part of the Stores, as the
case may be, which is defective or fails to fulfill the requirements of the Contract and make
the desired repairs / replacement as stipulated in clause no. 7.1 above.

7.3 In the event of such rejection the Purchaser shall be entitled to use the Stores in a reasonable
and proper manner for such time as sufficient to enable the Purchaser to obtain replacement,
as hereinbefore provided.

8 WARRANTY

The Contract shall warrant that the Stores under the Contract shall be brand new, free from
defects, manufactured with the latest state-of-art of manufacture and conform strictly in
accordance with the technical specifications, drawings and data sheets of the Contract. No
deviation from these specifications or alteration shall be made without specific and written
accord of the Purchaser. All Stores shall be guaranteed to be of the best quality of their
respective kinds and shall be free from faulty design, workmanship, and be of sufficient size
and capacity so as to fulfill in all respects the requirements of the Purchaser as specified in
the Contract. The Stores supplied under the Contract shall be guaranteed for a period of 12
(twelve months) from the date of receipt and acceptance at Purchaser's Site as defined under
2.14.

9 CONTRACT PRICE/RATE

The agreed prices/rate, mentioned in the Contract shall remain firm during the currency of
the Contract.

10 SAMPLES

10.1 Samples submitted by the Contractor for any reasons, shall be supplied without charge and
freight paid without any obligation to the Purchaser as regards safe custody and safe return
thereof. All samples submitted must be clearly labeled with the Contractor's name and
address and tender number. If the Contractor submits the sample with his tender the same
shall govern the standard of supply if it has been specifically stated in the Contract that the
sample has been accepted instead of the Patent item.

10.2 Should certified samples be lent to the Contractor by the Purchaser, the Contractor would be
responsible for the return of all certified samples in perfect order, with the labels intact.

11 PACKING AND MARKING

To ensure that the Stores do not suffer any loss or damages during handling and
transportation by Road or Rail up to the arrival at the destination, the Contractor shall be
responsible for the Stores being sufficiently and properly packed. The packing and marking
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 of packages shall be done by and at the expense of the Contractor. Each package shall
contain a Packing Note quoting Contract number and date, copy of Shipping Release and one
set of copy of test certificate. Each package shall be marked with name and address of the
Contractor, Contract No. and date, brief description of the Stores and name and address of
the Consignee, lifting points and special handling instructions, if any.

12 CONTRACTOR'S LIABILITY / RESPONSIBILITY REGARDING DESPATCH /

DELIVERY

12.1 The Contractor shall be responsible for delivery of Stores at the destination specified by the
Purchaser on Door Delivery basis / F.O.R nearest Railway Station of despatch.

12.2 Unless otherwise expressly mentioned in the Contract, the Contractor shall pay and bear all
freights and all costs and expenses for transporting the Stores to the place of delivery
specified in the Contract and the price specified in the Contract shall be inclusive of all such
packing, handling, freight, forwarding and transit insurance charges. The Contractor shall
however, indicate the break up price towards freight and transit insurance charges.

12.3 In the case of Contract with Ex-works prices, the Contractor shall arrange transportation of
the Stores after Purchaser's prior approval of the selected Transporter and transportation
charges.

12.4 In the case of F.O.R nearest Railway Station despatch and Stores despatched on "said to
contain basis" the Contractor shall be responsible for obtaining clear receipt from the
Railway Authorities specifying the goods despatched. The Purchaser shall pay for only such
Stores as are actually received by it in accordance with the Contract. The Stores shall be
booked at full wagon rates if applicable, and by the most economical route. The failure to do
so will render the Contractor liable for the whole of avoidable expenditure caused to the
Purchaser.

13 INSURANCE

Unless otherwise expressly mentioned in the Contract, the Contractor shall be responsible for
safe receipt of the Stores by the Consignee and for arranging transit insurance with his
underwriters from warehouse to warehouse prior to despatch of the Stores under intimation
to the consignee. The price specified in the Contract shall be inclusive of the insurance
charges as mentioned in the Contract. In case of failure of the Contractor to take out the
Insurance cover, the Contractor would be held responsible for any loss, damages, breakage,
non-delivery, theft, and pilferage of the Stores in transit.

14 DELIVERY SCHEDULE

14.1 Time and date of delivery of the Stores stipulated in the Contract, shall be the essence of the
Contract and delivery must be completed by the dates specified therein. Unless otherwise
agreed, the Contract shall be deemed to have come into force from the date of issue of priced

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 Letter of Intent/Purchase Order and accordingly contractual delivery period shall be reckoned
from that date.

14.2 Delay in supply and Termination

14.2.1 Should the Contractor fail to deliver the Stores or any part thereof within the period
prescribed for such delivery, it shall be construed as a breach of the Contract and the
Purchaser shall be entitled at his option to the following: -

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14.2.1.1 To purchase from elsewhere, after 30 (thirty) days notice to the Contractor, on his account
and at the risk of the Contractor, the Stores, not delivered or other items of similar
description when such Stores exactly complying with the Particulars are not in the opinion of
the Purchaser readily procurable, such opinion being final, without canceling the Contract in
respect of the consignment(s), not yet due for delivery.
14.2.1.2 To cancel the total contract or balance portion thereof, and if so desired, to purchase or
authorise the purchase of Stores not so delivered or other Stores of similar description, when
such Stores exactly complying with the particulars are not, in the opinion of the Purchaser,
readily procurable, such opinion being final, at the risk and cost of the Contractor.
14.2.2 In the event of action being taken under clause 14.2.1.1 or 14.2.1.2 above, the Contractor
shall be liable for any loss which the Purchaser may sustain on that account provided an
agreement to purchase from elsewhere, is made within 6 (six) months of the notice of failure
or letter of cancellation sent to the Contractor. The Contractor shall not however be entitled
to any gain on such purchase made on account of his default. The manner and method of
such alternate purchase shall be at the entire discretion of the Purchaser, whose decision shall
be final. This right shall be without prejudice to the right of the Purchaser, to recover the
damages for breach of Contract by the Contractor as provided in the Contract or under the
general law.
14.3 Extension of Time
14.3.1 In the event, the Contract delivery dates cannot be adhered to, an application for extension of
time with sufficient reason shall be made by the Contractor to the Purchaser. If failure, on the
part of the Contractor to deliver the Stores in schedule time shall have arisen from any causes
which the Purchaser may find as reasonable ground for an extension of the delivery time (and
his decision shall be final), he may allow such additional time as he may consider justified in
the circumstances of the case.
14.3.2 If the Contractor fails to supply and secure extension of Contract delivery date(s) (before
effecting the delivery of Stores against the Contract) acceptance of such Stores by the
Purchaser, shall not entitle the Contractor to claim payment on account of escalation or extra
payment on account of increase of statutory levies that may be payable at higher rates after
expiry of contractual delivery date(s).
14.4 Delay in Erection
14.4.1 Whenever erection of plant / equipment / machinery / instrument is the responsibility of
Contractor in terms of the Contract and in case the Contractor fails to carry out the erection
and /or commissioning in accordance with the Contract, it shall be construed, as a breach of
Contract and the Purchaser shall be entitled to exercise the option as per clause no.14.2
pertaining to Supply. In such an event, the Supplier shall forfeit the balance 5% of the
Contract value withheld by the Purchaser for the supply portion, irrespective of any claims of
additional expenditure, the Purchaser may incur and prefer on the Supplier.
14.4.2 Action by the Purchaser as per clause no. 14.4.1 above shall not relieve the Contractor of the
warranty obligations under the Contract.

15 FORCE MAJEURE
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15.1 Force Majeure is herein defined as any cause which is beyond the control of the Contractor
or the Purchaser, as the case may be, which they could not foresee or with a reasonable
amount of diligence could not have foreseen and which substantially affects the performance
of the Contract, such as:

15.1.1 Natural Phenomena, including but not limited to floods, droughts, earthquakes and
epidemics.

15.1.2 Acts of any Government, domestic or foreign, including but not limited to war - declared or
undeclared, priorities, quarantines, embargoes.

15.1.3 Other phenomena including but not limited to hostilities, riots, civil commotion and declared
lock- out in Contractor's works.

15.2 Provided that Parties shall not be liable for delays in performing its obligations resulting from
any force majeure cause as referred to / or defined above. The date of completion will,
subject to hereinafter provided, be extended by a reasonable time even though such cause
may occur after Contractor's performance of his obligations has been delayed for other cause.
However, the contractor is not entitled to increase in statutory levies in statutory levies that
have come into force during the extended delivery period.

16 QUALITY SURVEILLANCE, INSPECTION, ACCEPTANCE AND REJECTION

16.1 Stores covered by the Contract shall be subjected to quality surveillance and inspection by
the Purchasers authorised Inspector.

16.2 The Contractor shall establish a quality surveillance and inspection plan in consultation with
the Inspector or inspection agency and have it approved by the Purchaser before start of
manufacture. The Contractor shall give notice of readiness of Stores for inspection to the
Inspector and shall perform all tests and inspection in presence of the Inspector as per the
terms of the Purchase specifications and approved inspection plan.

16.2.1 Any Stores submitted for inspection and rejected by the Inspector must be removed by the
Contractor within fourteen days from the date of receipt of intimation of rejection provided
that in case of dangerous, infected or perishable Stores, the Inspector (whose decision shall
be final) shall notify the Contractor to remove such Stores within 48 hours of receipt of
intimation of rejection and it shall be the duty of the Contractor to remove such rejected
Stores and the same shall lie at the Contractor's risk from the time of such rejection and if not
removed within the aforementioned time, the Purchaser shall have the right either to return
the rejected Stores to the Contractor at the Contractor's risk by such mode of transport as
Purchaser may select or dispose off or segregate such Stores as he thinks fit at the
Contractor's risk and on his account and appropriate such portion of the proceeds as may be
necessary and recover any damages or expenses incurred by the Purchaser in connection with
said sale and storage if any. Freight paid by the Purchaser on Stores received and rejected
after examination at destination shall be recoverable from the Contractor.

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16.3 The Stores shall be offered by the Contractor for inspection at such places as may be
specified by the Inspector at the Contractor's risk, expense and cost.

16.4 The stores received by the Purchaser will also be subject to inspection and test as may be
considered necessary by the Inspector and his decision as regards rejection of Stores shall be
final and binding on the Contractor. If any stores are rejected as aforesaid without prejudice
to the foregoing provision, the Purchaser shall be at liberty to: -

16.4.1 Allow the Contractor to resubmit Stores in replacement of those rejected within a time
specified by the Purchaser (which time shall become essence of the Contract), the contractor
bearing the cost of freight for such replacement without being entitled to any extra payment
thereof.

16.4.2 Buy the quantity of Stores rejected or other items of similar nature elsewhere at the risk and
cost of the Contractor in accordance with the provisions contained in clause 14.2.1.1 and
14.2.1.2 above without affecting the Contractor's liability as regards the supply of any further
consignment(s) due under the Contract, if the said Contract has not been cancelled or

16.4.3 Terminate the total contract or portion thereof at the risk and cost of the Contractor and
recover damages from the Contractor on that account.

16.5 Where consignments are required to be delivered / despatched after inspection by the
Inspector as per the Contract, a "Shipping Release" issued by the Inspector shall be enclosed
along with the delivery challan or other shipping documents viz. (Lorry Receipt, Railway
Receipt) accompanying the consignments.

16.6 Test Certificates and Guarantee Certificates if required by the Inspector shall be obtained and
furnished to him free of cost by the Contractor and/or from the specified agency.

17 RECOVERY OF SUMS DUE

17.1 Whenever any claim for the payment of loss or damage suffered by the Purchaser arises in
terms of money out of the Contract against the Contractor, the Purchaser shall be entitled to
recover such sums from any payment due under the Contract. In the event of this amount
being insufficient, then the amount of damages or loss shall be recoverable from the payment
that may become due to the Contractor from this Contract or any other Contract with the
Purchaser. Should this sum be not sufficient to cover the amount of damages or loss that may
be recoverable, the Contractor shall pay to the Purchaser on demand amount due. Similarly if
the Purchaser has made any claim against the Contractor under this Contract or any other
Contract with the Purchaser, the payment of all sums payable under the Contract to the
Contractor shall be withheld to the extent of claims due according to the Purchaser till such
claims of the Purchaser are finally paid by the Contractor, pending which the same will be
adjusted. Notwithstanding the provision for recovery through adjustment, the Purchaser shall
be free to recover his claims from the Contractor as per the terms of this Contract.
17.2 Demurrage / Wharfage

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 All demurrage, wharfage and allied expenses incurred by the Purchaser, if any, due to
delayed clearance of Stores in view of non-receipt, incomplete or delayed receipt of
documents by the Purchaser, shall be recovered from the payment due to the Contractor.

18 MODES OF PAYMENT

Unless otherwise agreed, the Purchaser will make payment directly to the Contractor as per
the Contract at Project/Station by cheque payable locally or at Mumbai. The Purchaser will
release payment due to the Contractor within 30 (thirty) days provided the Contractor
submits the invoice (s) and other accompanying documents that are complete and acceptable
in all respects.

19 TERMS OF PAYMENT

19.1 For supply of Stores, Purchaser's normal terms of payment shall be ninety five (95%) percent
of the Contract value, and hundred (100%) percent of the Sales Tax, duties on delivery of the
Stores at the Project Site/Consignee Stores as indicated in the Contract. The Stores shall be
despatched only after the Inspector has issued a Shipping Release [acceptance as stipulated in
2.14 (a) ] on satisfactory completion of inspection. Balance five (5%) percent of the Contract
value shall be paid as per clause No. 19.1.2. The details are as under:

19.1.1 Ninety five (95%) percent payment of the Contract value including taxes, duties and levies in
full shall be released on receipt of the following documents as applicable:

19.1.1.1 Invoice in triplicate

19.1.1.2 Proof of Receipt by the Consignee in the form of Receipted LR or Receipted Delivery
Challan in original.

19.1.1.3 Shipping release in original issued by the Inspector signed in ink and with Inspector's seal or
with NPCIL Logo [Refer 2.14 (a)].

19.1.1.4 Proof of payment of Excise duty as per prevailing instructions issued by the Excise
Authorities.

19.1.1.5 Statement endorsed on Shipping Release by the Inspector for having received one set of Test
Certificates.

19.1.1.6 Certificate towards Excise Duty (where claimed separately) and Sales Tax as per Appendix
A & B.

19.1.2 Balance five (5%) percent of the Contract value shall be released on acceptance of the Stores
at Site [Refer 2.14 (b)] after inspection and issue of Site Stores Inspection Report / Receipt
voucher by the consignee. Normally seventy five (75) days will be allowed for inspection
and acceptance after receipt of the Stores. The Contractor shall submit the following
documents as applicable:

19.1.2.1 Invoice in triplicate

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19.1.2.2 Free issue material account accepted by the Purchaser's Engineer. This shall be based on the
approved cutting diagram or other approval by the Purchaser's Engineer (where applicable).

19.1.2.3 Receipted delivery challan for return of balance and scrap material to Purchaser's Stores
(where applicable).

19.2 For Supply of plant/equipments/machinery/instruments including erection and

commissioning. Purchasers normal terms of payment shall be ninety five (95%) percent of
the Contract value for supply on delivery at Project Site/Consignee as indicated in the
Contract. The Stores shall be despatched only after Inspector has issued a Shipping Release
on satisfactory completion of inspection [Refer 2.14 (a)] and as further detailed in 19.2.1.
Balance 5% (five) percent shall be paid as per clause no. 19.2.2. The details are as under:

19.2.1 Ninety five (95%) percent of the contract value including taxes, duties and levies of each
consignment shall be released on receipt of the following documents. (Detail of consignment
as indicated in the Contract).

19.2.1.1 Invoice in triplicate.

19.2.1.2 Proof of receipt by the consignee in the form of receipted LR or receipted delivery challan in
original.

19.2.1.3 Shipping Release in original issued by the Inspector signed in ink and with Inspector's seal or
with NPCIL Logo [Refer 2.14 (a)].

19.2.1.4 Proof of payment of Excise Duty as per prevailing instructions issued by the Excise
Authorities.

19.2.1.5 Certificate towards Excise Duty (where claimed separately), Sales Tax and Service Tax as
per Appendix A, B & C.

19.2.2 Five (5%) percent of the Contract value for supply plus one hundred (100%) percent of the
cost of erection and commissioning, on acceptance of the plant / equipment / machinery /
instruments at Site after satisfactory commissioning [Refer 2.14 (c)]. Unless otherwise stated
the Equipment, Machinery and Instruments shall be accepted within Seventy Five (75) days
from the date of satisfactory commissioning of the Stores at Purchasers Site. The Contractor
shall submit the following documents as applicable:

19.2.2.1 Invoice in triplicate

19.2.2.2 Certificate of inspection, testing and acceptance of the plant by the Purchaser

20 SUPPLY OF FREE ISSUE MATERIAL (FIM)

20.1 For certain Fabrication Contracts, if specified in the tender, the Purchaser shall provide Free
Issue Material (FIM) to Contractor, as per quantities/sizes along with costs of such material
mentioned in the tender.

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20.2 The Contractor shall submit cutting diagram or appropriate proposal for optimal utilisation of
the FIM along with the Bid. The cutting diagram or such proposal as approved by the
Purchaser's Engineer shall form a part of the Contract.

20.3 Unless otherwise specially mentioned in the Contract, on issue of the Contract, the
Contractor shall be advised to collect the FIM from the Purchaser's Stores Unit and shall take
an Insurance Policy for the value of the FIM. The Insurance Policy shall be valid till the
contractual/ actual delivery date or till the execution of the Contract and shall cover the
following:
INSURED: Name and address of the Contractor

BENEFICIARY: Nuclear Power Corporation of India Limited, acting through Executive

Director, Directorate of Contracts and Materials Management or any
other officials authorised by NPCIL, ..................(address)
RISKS COVERED: Any loss or damage to the Purchaser's material due to fire, riot,
burglary, strike, theft, civil commotion and any damages arising out of
external sources such as damages due to the materials falling on
Purchaser's materials.

20.4 The Contractor shall indemnify the Purchaser and keep the Purchaser indemnified to the
extent of full value of FIM till such time the entire contract is executed and proper account
for the FIM is rendered by the former to the latter. For this purpose an Indemnity Bond as per
Annexure-A shall be executed by the Contractor.

20.5 The Contractor shall be responsible for the safety of the FIM after it is received by him and
all through the period during which the materials will remain in his possession. The
Contractor shall take all necessary precautions against any loss, deterioration or destruction
of the FIM from whatever cause arising whilst the said material remain in his possession and/
or his custody or control. The Contractor shall also not mix-up the material in question with
any of his goods and shall render true and proper account of the material actually used. The
decision as to whether the Contractor has occasioned any loss, deterioration or destruction of
the FIM whilst in his possession custody or control from whatever cause arising, as also the
decision regarding quantum of the damages suffered by the Purchaser shall be final and
binding upon the Contractor.

21.6 The Insurance Policy with the details indicated at clause no.20.3 shall be furnished by the
Contractor to the Purchaser for acceptance. On acceptance of the Insurance Policy by the
Purchaser, the Contractor shall lift the FIM from Purchaser's Stores at his own cost. The FIM
may be supplied by the Purchaser either in one lot or in a phased manner at the sole
discretion of the Purchaser.
20.7 On completion of fabrication, the Contractor shall prepare a full account of the material used
for the fabrication and the balance available with him for return to the Purchaser. This
account of FIM shall be verified and accepted by the Purchaser's Engineer before the
Contractor is allowed to return the balance material to Purchaser's Stores against such
authorisation in writing.

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 20.8 The FIM account, accepted by the Purchaser's Engineer along with proof of receipt of
balance material by the Stores Officer (Consignee), shall be produced by the Contractor for
the release of the final payment to the Contractor as per clause no. 19.1.2.2.

20.9 The Purchaser at all times have the right to enter the Contractor's premises where the free
issue materials are stored or where the free issue materials are under manufacture.

20.10 The Purchaser at his discretion may allow the balance material such as scrap, cut bits to be
retained by the Contractor in which event the value to be assigned to the balance material
will be mutually agreed between the Purchaser and the Contractor and the agreed amount
shall be debited to the Contractor's account while settling his final payment.

21 EXERCISING THE RIGHTS AND POWERS OF THE PURCHASER

All the rights, discretion and powers of the Purchaser under the Contract shall be exercised
by the Purchaser through written communications which shall be given by the Executive
Director, Directorate of Contracts and Materials Management or other officers authorised by
him for and on behalf of the Purchaser.

22 INDEMNITY

The Contractor shall at all times indemnify the Purchaser against all claims which may be
made in respect of Stores against infringement of any right protected by Patent Registration
and Law of Designs or Trade Marks and shall indemnify any risk of accidents or damage to
the Stores and continue to indemnify the Purchaser against all patent and latent defects till
the satisfactory completion of the warranty period.

22.1 Right of Recourse under Civil Liability for Nuclear Damages Act 2010 & Rule 2011 thereof;
(a) The Purchaser shall have Right to Recourse against the contractor in accordance with
provisions under Section 17(a) of Civil Liability for Nuclear Damage Act, 2010, with
following limitations, as stipulated in Rule 24 of the Civil Liability for Nuclear Damage
Rules, 2011:
The Contractors liability shall be to the extent of the Operators liability under sub-
section(2) of Section 6 of the Act or the value of the contract, whichever is less,
AND
The duration of Contractors liability shall be limited to duration of initial license issued by
AERB or the product liability period, whichever is longer.
(b) The term supplier and the duration and extent of suppliers liability are explained in Rule
24 of the Civil Liability for Nuclear Damage (CLND) Rules, 2011. For any questions
relating to suppliers liability under section 17 of the Civil Liability for Nuclear Damage
(CLND) Act, 2010, Government of Indias clarifications dated February 08, 2015 may be
referred to. These have been posted at the websites of Ministry of External Affairs and the
Department of Atomic Energy under the title Frequently Asked Questions and Answers on
Civil Liability for Nuclear Damage Act 2010 and Related Issues.

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(c) In regard to contracts with manufacturers of or vendors for supply of systems, equipment,
components, or building of structures, or provision of services to nuclear installations which
are operating or are under construction or those to be installed in future for which NPCIL is
the system designer and technology owner, being responsible for safety design of such
installations, NPCIL shall assume the role of supplier in accordance with the explanation of
the term supplier given in Rule 24 of the CLND Rules, 2011 and in the context of section
17(a) and (b) of the CLND Act, 2010.
(d) Other suppliers can avail the Nuclear Suppliers Special Contingency (Against Right of
Recourse) Insurance Policy provided by the India Nuclear Insurance Pool to cover any
liability exposure under section 17(a) and (b) of the CLND Act, 2010. NPCIL maintains the
operators statutory insurance under the CLND Act, 2010 by subscribing to the Nuclear
Operators Liability Policy offered by the India Nuclear Insurance pool, thereby subrogating
to the India Nuclear Insurance pool the operators right of recourse against suppliers under
section 17(a) & (b) of the CLND Act, 2010.

23 ARBITRATION

23.1 Notwithstanding anything contained in this Contract, all questions, disputes or differences
whatsoever, between the parties to the Contract, arising out of or relating to the construction,
meaning and operation or interpretation of provision of the Contract or matters related
thereto, whether during the currency of the Contract, or its failure or after the completion of
the Contract, shall be settled by sole arbitrator to be nominated and appointed by the
Chairman & Managing Director of the Purchaser. It will not be an objection that the
arbitrator is an employee of the Purchaser and that he had to deal with matters related to the
Contract or that in the course of his duties as an employee of the Purchaser had expressed
views on all or any other matters in question, dispute or difference. The award of the
arbitrator shall be final and binding on the parties to the Contract. In an arbitration invoked at
the instance of either party to the contract, the arbitrator would be free to consider the counter
claim of the other party even though they are not mentioned in the reference to arbitration.

23.2 The provisions of The Arbitration & Conciliation Act, 1996, and Rules made thereunder
and/or any statutory modifications or re-enactment thereof for the time being in force shall
apply to such arbitration proceedings.

23.3 Notwithstanding the commencement or continuance of the arbitration, the parties shall
continue performance of the Contract with due diligence.

24 PERMITS AND LICENCES

The Contractor shall secure and pay for all permits and licenses which he may require to
comply with in respect of all laws, ordinances and regulations of the Government or Public
Authorities in connection with the performance of his obligations under the Contract. The
Contractor shall be responsible for all damages and shall indemnify and save the Purchaser

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 harmless from and against all claims for damages and liability, which may arise due to his
failure to comply with what is stated above.

25 INSPECTION AND ACCEPTANCE TESTS

25.1 All tests necessary to ensure that the Stores comply with the particulars and guarantees shall
be carried out at such place or places as may be determined by the Inspector. Should
however, it be necessary for the acceptance tests as to performance or Guarantees to be held
over until the Stores is erected at Site such tests shall be carried out within thirty (30) days of
completion of erection of the Stores.

26 TITLE TO THE PLANT /EQUIPMENT / MACHINERY / INSTRUMENTS

In addition to other remedies under the law and the Contract, the Purchaser shall be the
owner of each consignment in respect of which ninety five (95%) percent of the Contract
price has been paid, to secure refund of such amount in the event the same becomes
refundable under the terms of the Contract or under the law and to secure payment of any
dues under other Contract or under the law. The responsibility for safe and proper storage
replacement of defective or lost equipment and erection of the plant / equipment / machinery
/ instruments prior to its acceptance by the Purchaser shall always remain with the
Contractor.

27 TRAINING

The Contractor shall, if required by the Purchaser, provide facilities for the practical training
of Purchasers engineering or technical personnel for their active association no the
manufacturing processes throughout the manufacturing period of the Contract/Stores, number
of such personnel to be mutually agreed upon.

28 OPERATION / INSTRUCTION MANUAL

Where Operation/Instruction Manual is essential to enable the Purchaser to put the Stores to
proper use, the Contractor shall furnish such Operation/Instruction Manual along with the
Stores.

29 LAW GOVERNING THE CONTRACT

The contract shall be construed and shall be governed by the laws of India for the time being
in force and the Contractor shall be required to comply with all the applicable laws with
regard to performance of the Contract.

30 JURISDICTION

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 The courts within the local limits of the place from which the Contract is awarded shall have
exclusive jurisdiction to deal with and decide all disputes arising out of related Contract.

31 SECRECY

31.1 All information, drawings, designs and specifications imparted to the Contractor shall, at all
times, remain the absolute property of the Purchaser. The Contractor shall not use them for
purposes other than for which they are provided for and shall treat all these documents as
confidential. These shall not be reproduced in whole or in part for any other purpose.

31.2 The Contractor shall use his best endeavor to ensure that such information is not divulged to
third parties except where needed for the performance of the Contract by the Contractor with
the prior consent of the Purchaser. In such cases, the Contractor shall ensure and obtain
similar obligation of confidence, from third parties in question.

****
***
**
*

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 ANNEXURE A

FORMAT OF INDEMNITY BOND AGAINST FREE ISSUE

MATERIALS (FIM) TO BE EXECUTED ON A NON-JUDICIAL
STAMP PAPER VALUED AT RS.

INDEMNITY BOND

This Indemnity Bond made this_____day of______between M/s_________________________having its registered office
at______________hereinafter referred to as The Contractor which expression shall include its successors and assigns on
one part and Nuclear Power Corporation of India Limited (A Govt. of India Enterprise), acting
through_______________________(Executive Director, CMM_or other Officers)
________________________________________ hereinafter referred to as The Purchaser, which expression shall
include its successors and assigns, on other part.

Whereas the Nuclear Power Corporation of India Limited has placed a Purchase Order/Contract
No.__________________________________________ dated ________ hereinafter referred to as Purchase Order on the
Contractor and the Contractor has accepted to execute the Purchase Order.

And whereas, the Purchaser has agreed to supply the Free Issue Materials referred to in the Contract/Purchase Order for
the purpose of fabrication, machining and supply of the equipment and stores as referred to in the Contract/Purchase
Order.

And whereas, the Contractor has agreed to furnish an Indemnity Bond for a sum of
Rs.______________________________________(Rupees__________________________________) being amount
equivalent to the value of the free issue materials to be supplied by the Purchaser.

Whereas it is explicitly understood that the materials to be supplied is held by the Contractor for and on behalf of Nuclear
Power Corporation of India Limited and that ownership of the materials used for fabrication/machining etc. rests with
Nuclear Power Corporation of India Limited, till the fabricated/machined equipment/components are delivered to the
Purchaser and balance and left over materials as per free issue material account as approved by the Purchasers engineer
is/are returned to the Purchaser.

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NOW THIS DEED WITNESSETH THAT IN CONSIDERATION OF THE FREE ISSUE MATERIALS
SUPPLIED BY THE NUCLEAR POWER CORPORATION OF INDIA LIMITED.

1. The Contractor hereby undertake to pay to the Nuclear Power Corporation of India Limited on demand
the said sum of Rs.______________(Rupees_______________________________) in the event of
any breach of the conditions of the Purchase Order, loss and damage of the material and balance
material not being returned on or before________________________or any other date mutually
agreed.

2. The Contractor shall be totally responsible for safety of the material during which it remains
in their custody/control and adequate care for preservation of the item.
3. The Contractor shall undertake to preserve the material with due and proper care and to keep it insured for the
period during which it remains in their custody/control.

4. The Contractor shall be responsible for safe return of the balance materials off cuts, scraps to the final
destination.

5. This bond shall remain in force and effect so long as the full account of free issue materials is settled to the
satisfaction of the Purchaser and balance material is returned to the Purchaser.

6. The Contractor shall not stand discharged or released from the Indemnity Bond given by them under this bond
on account of any alteration in the obligation of the parties to the Contract or on account of any indulgence or
forbearance as to the payment, time, performance, or otherwise granted by Nuclear Power Corporation of India
Limited to the Contractor in relation to the Purchase Order.

It witness whereof the parties hereto have caused the bond to be duly executed on the day and the year first above written.

For (Contractors Name)

***

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APPENDIX-A

The Supplier/Contractors while submitting their bill to the Paying Authority shall furnish the following
certificates:
Certified that:
1. Excise Duty claimed in this/these bill/bills is/are not more than what is / are payable under the
provisions of the relevant act or the rules made there under.

2. The amount of Rs____________________ claimed as Excise Duty in this bill has been/will be paid to
the Excise Authorities in respect of stores covered by the bill as per the procedure laid down by the
Excise Authorities.

3. No refund of Excise Duty for the goods covered under the bill/bills has/have been received from the
Central Excise Authorities nor our appeal for refund of Excise Duty for the goods covered under the
bills are pending with the Central Excise Authorities.

4. In the event of any refund of Excise Duty being received, we undertake to promptly pass on the same to
NPCIL. In addition, we also authorise the paying authority in NPCIL to recover such amount from our
outstanding bills against the present or future contracts.

APPENDIX-B

Certificate to be furnished by the Contractor along with the invoice/bills when sales/ Central Sales Tax as extra
is claimed.

Certified that:

1) Goods and packing charges on which sales tax (Central or State) claimed are not exempted from
payment of Sales Tax (Central or State) under the Provisions of Sales Tax Act or Rules.

2) We, as a registered dealer, are being assessed to Sales Tax.

3) In the event of our getting refund in whole or part of Sales Tax already paid from Sales Tax Authorities,
we shall promptly pass on the same to the Purchaser. In additions we also authorise the paying authority
in NPCIL to recover such amount from our outstanding bills against the present or future contracts.

4) We are registered as dealers in the State of _________________ and our local/Central Sales Tax
Registration No. is __________________________.

APPENDIX C

Certificate to be furnished by the Contractor along with the invoice/bills when service tax is claimed.

Certified that

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1. Services on which service tax claimed are not exempted from payment of Service Tax under the provisions of
Extant Rules.

2. We are registered with Central Excise Department for service tax and our Registration number is
____________________.

3. We undertake to pursue the matter for refund in case the exemption is received by NPCIL from the Govt. of India
for payment of service tax. In the event of our getting refund in whole or part of Service Tax already paid to
Service Tax Authorities, we shall promptly pass on the same to the purchaser. In addition we also authorise the
paying authority in NPCIL to recover such amount from our outstanding bills against the present or future
contracts.

4. We hereby confirm that Service Tax has been remitted/will be remitted in accordance with the Service Tax Rules.

Signature of Contractor or
their Authorised Representative

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 22.1

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