SUPPLY OF STAGE 2 INBUILT VRS DISPENSING UNIT FOR NAYARA ENERGY LIMITED RETAIL OUTLETS

NAYARA ENERGY LIMITED

TENDER DOCUMENT

FOR

Supply & Commissioning

Of
Dispensing unit built in with VRS

For

Nayara energy limited retail outlets

Corporate Office:
Nayara Energy Limited, 5th Floor, Jet Airways Godrej BKC,
Plot No C – 68, G Block, Bandra Kurla Complex,
Bandra East, Mumbai – 400051,
Maharashtra, India

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INDEX

Sr.
DESCRIPTION PAGES
No.

1 DEFINITIONS, ABBREVIATIONS & INTERPRETATIONS 3

2 BID DETAILS 8

3 TERMS & CONDITIONS OF RATE CONTRACT 15

4 SCOPE OF WORK , PROJECT DESCRIPTION & TECHNICAL SPECIFICATIONS 31

5 ANNEXURES 37

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DEFINITIONS,
ABBREVIATIONS
&
INTERPRETATIONS

DEFINITIONS

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1. ‘Applicable Law’ means any statute, law, regulation, ordinance, notification, rule, regulation, judgment, order,
decree, bye-law, approval, directive, guideline, policy, requirement or other governmental restriction or any similar
form of decision of, or determination by, or any interpretation or administration having the force of law in the Republic
of India, by any Government/Legislative/Local Authority or instrumentality thereof, Administrative Authority, Judicial
or Quasi-Judicial Authority , whether in effect as of the date of this Contract or thereafter.

2. ‘Nayara Energy Limited’ is referred hereunder & here after as “Company” and/or “NAYARA ENERGY
LIMITED” and it permitted assigns and successors.

3. ‘Approved’ shall mean approved in writing including subsequent written confirmation of previous verbal Approval
and ‘Approval’ means approved in writing including as aforesaid.

4. “Agreement” shall mean the agreement entered into between Nayara and Vendor subsequent to award of the
tender.

5. ‘Bid / Bid Document’ shall mean the bid submitted by the Bidder in response to the Tender Document issued by
the NAYARA ENERGY LIMITED

6. Tender Document means this document inviting the Bids along with its annexures and enclosures and the
word Tender shall be construed accordingly.

7. ‘Bid Deadline’ shall mean the last date & time for submission of Bid as specified in this tender.

8. ‘Bidder’ shall mean any firm, Company or entity/party who submits the Bid.

9. ‘Contract /Contract Documents’ shall mean the Tender Document, any amendment/revision or modification to the
Tender Document circulated by the Company, Agreement, PO , Agreed variations, if any.

10. ‘Change Order’ means an order/instruction given in writing by NAYARA ENERGY LIMITED to effect additions,
variations, or deletion in Contract from Original order. The vendor shall be bound by and abide by such change
orders by the Company.

11. ‘Construction Equipment’ means all appliances, tools, tackles and equipment required for fabrication, installation
and commissioning of the DG-Sets as per the terms of the Contract..

12. ‘Vendor’ means the person or the persons, firm or Company/entity whose Tender/Bid has been accepted by
NAYARA ENERGY LIMITED and includes the Vendor's legal heirs, representative, successor(s) and permitted
assignees and with whom Company enters into an Agreement.

13. ‘CODO’ shall mean Company owned and Dealer operated Retail Outlet.

14. ‘DODO’ shall mean Dealer owned and Dealer operated Retail Outlet.

15. ‘DAYS’ means a day of 24 hours from mid night irrespective of the number of hours worked in that day.

16. ‘Delivery Date’ shall mean the date by which all the required material, equipment and accessories shall be delivered
to Retail Outlet by the Vendor or on his behalf in terms of the Contract.

17. Handing Over shall mean successful Supply of STAGE 2 INBUILT VRS DISPENSING UNIT at the Facility along
with following documents:-
A. Factory Test certificates of the STAGE 2 INBUILT VRS DISPENSING UNIT supplied.

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B. Warranty certificate by the Vendor

18. ‘Drawings’ shall include maps, plans and tracings or prints thereof including any modifications, revisions,
amendments, approved in writing by NAYARA ENERGY LIMITED and such other drawings as may, from time to
time, be furnished or approved in writing by NAYARA ENERGY LIMITED. The Vendor shall refer to only the latest
version of drawings.

19. ‘Eligibility Criteria’ shall mean the eligibility criteria as set forth in this Tender, for Unpriced (techno-commercial)
as well as Price Bid.

20. ‘Force Majeure’ shall have the meaning as ascribed in the General Conditions of Contract.

21. “Franchisee” shall mean Franchisees of NAYARA ENERGY LIMITED that operate various Retail Outlets (ROs),
with whom NAYARA ENERGY LIMITED has entered into a franchisee agreement/Operator Agreement.

22. ‘Facilities’ shall mean the Retail Outlet (along with its Plant and Equipment) of the Company and/or of the
Franchisee, on which Stage 2 Inbuilt VRS Dispensing Unit to be supplied, installed.

23. ‘Final Acceptance Certificate’’ in relation to the Works shall mean the certificate regarding the satisfactory
compliance of the various provisions of the contract to be issued by Engineer-in- Charge.

24. ‘Government / Authority’ means the Government of India , government of various States and/or Union territories,
any governmental department, commission, board, body, bureau, agency, authority, undertaking, court or other
judicial or administrative body or any sub-division or instrumentality thereof, central, state, or local, having jurisdiction
over the Supplier/Bidder/Vendor/, the Project, or the performance of all or any of the services, obligations or
covenants of Supplier/Bidder/Vendor/ under or pursuant to this Contract or any portion thereof.

25. ‘Net Worth’ shall mean and be understood as per Companies Act. 2013, if any.

26. ‘Party/Parties’ shall mean NAYARA ENERGY LIMITED, Bidder, Vendor as the case may be.

27. ‘PCODO’ shall mean Partially Company owned and Dealer operated Retail Outlet.

28. ‘Retail Outlet (RO)’ shall mean Retail Outlet site where NAYARA ENERGY LIMITED/Franchisee carries on fuel
retailing business.

29. ‘Specifications’ shall mean the description of the material and services to be provided by the Vendor as required
by the Company under the Contract.
30. “Engineer –In-charge(EIC)” shall mean the representative of Company who is appointed by Company for
supervising, managing of the Work at the Facility until the Handing Over.
31. ‘Sub-Vendor/ Sub- Contractor’ means any person (other than the Vendor) to whom any part of the work (not
whole) has been assigned or entrusted by the Vendor with the prior written consent of the NAYARA ENERGY
LIMITED.

32. ‘Third Party (TPIA)’ shall mean a person appointed by the Company (or by the Vendor but approved by the
Company) to inspect the fabrication, material used etc. at Vendor’s premises and on being satisfied to issue a Third
Party Acceptance Report.
33. ‘Week’ means a period of any consecutive seven days.

34. ‘Works’ shall mean and include all work to be executed in accordance with the Contract or part thereof as
the case may be, which shall also include all extras, additional, altered or substituted works as required for the
purpose of the Contract or as may be required to be executed by Vendor as per instructions of the Engineer-In-
Charge.

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35. ‘OEM’ shall mean Original Equipment Manufacturer.

36. ‘Temporary works’ shall mean all temporary work / arrangement of every kind required for the start-up, execution,
completion or maintenance of the works as per the site’s prevailing conditions / environment and / or situation.

37. ‘Service Area’ shall mean a Zone, State or Division of the RO as deemed s fit by the Company for the purpose of
distribution of Works.

38. ‘Working Day’ shall mean any day which is not declared to be holiday or rest day by NAYARA ENERGY LIMITED
for the Service Area.

INTERPRETATIONS

1. Words comprising the singular shall include the plural & vice versa.

2. An applicable law shall be construed as reference to such applicable law including its amendments or re-
enactments from time to time.

3. A time of day shall save as otherwise provided in any agreement or document be construed as a reference to Indian
Standard Time.

4. Different documents forming part of this Contract are to be taken as mutually explanatory and supplementary to
each other and if there is any differentiation between or among the parts of this contract/ bid, they shall be
interpreted in a harmonious manner so as to give effect to each part. However, the vendor/ bidder shall get the
clarification from the company, before concluding unilaterally at their end. Company’s decision shall be considered
final. In case of any irreconcilable conflict, construction/interpretation favouring the Company shall prevail. Decision
of the Company in this regard shall be final.

5. The table of contents and any headings or sub headings in the contract has been inserted for ease of reference
only & shall not affect the interpretation of this Bid/ Contract.

6. Works shown in the drawings but not mentioned in the Specification or described in the Specifications without being
shown in the drawings shall nevertheless be deemed to be included in the same manner as if they are shown in
the drawings and described in the Specifications. In case of any contradiction or difference in contents, the
Company’s decision shall be final.

7. The term Person/person shall mean a juristic person.

DISCLAMIER:

1. Though adequate care has been taken while preparing the Tender/ Bid documents, the Bidder(s) shall satisfy
themselves that the document is complete in all respects. Any discrepancy shall be intimated to NAYARA ENERGY
LIMITED immediately. If no intimation is received from any Bidder within five (5) days from the date of notification
of TENDER DOCUMENT/Issue of the TENDER DOCUMENT, it shall be considered that the TENDER DOCUMENT
is complete in all respects as received by the Bidder, and there are no concerns on any point, which needs
clarification by the Bidder.
2. Nayara Energy Ltd (NAYARA ENERGY LIMITED) reserves the right to cancel, modify, amend or supplement at its
sole discretion this Tender document including all formats and Annexure at any moment of time. No queries will be
entertained in this respect.
3. While this Tender has been prepared in good faith, neither NAYARA ENERGY LIMITED nor its employees or
advisors make any representation or warranty, express or implied, or accept any responsibility or liability,
whatsoever, in respect of any statements or omissions herein, or the accuracy, completeness or reliability of
information, and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or
completeness of this Tender, even if any loss or damage is caused by any act or omission on their part.

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4. Issuance of tender documents to any Bidder/does not qualify the Bidder to claim the award of the work or place any
obligations on NAYARA ENERGY LIMITED. The award of the work will be done based on NAYARA ENERGY
LIMITED laid down acceptance criteria and NAYARA ENERGY LIMITED will have the sole right to accept or reject
any Bid, whatsoever.

5. The Bidder / Vendor shall keep all proceedings of this Bid/ tender absolutely confidential. At no point of time shall
the Bidder/Vendor share / disclose/ discuss / intimate /publish the details of Bids to any of company’s competitors,
other bidders etc. The standard clause of confidentiality mentioned in General Conditions of Contract would be
applicable.

6. To safeguard company’s interests to its complete extent, the Bidders / Vendors shall not cartel, and join hands with
each other to make the unscrupulous gains.

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BID DETAILS

BID INFORMATION SHEET:

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Sr. No Description of Item Particulars

Supply & Commissioning of Dispensing Unit built in with stage 2
VRS for Nayara Energy Limited Retail Outlets On Pan India
Basis.
1 Scope of Work
The detailed scope is part of Tender Document.
The Company reserves the right to amend, modify revise the
Scope of Work at its sole discretion.
Bid shall be submitted only through E-tendering Portal of Nayara
Energy Ltd - https://tender.nayaraenergy.com

Bid shall be submitted in 2-bid format-(‘Unpriced Bid’ & ‘Priced Bid’) &
shall be uploaded in E-tendering portal separately as ‘Unpriced Bid’ &
Mode of Submission of Bids ‘Priced Bid’.
2 (Please upload offer in E-
tendering portal only). Unpriced Technical Bid shall consist of all documents as mentioned in
Vendor to register in E- Annexure B
tendering portal & proceed Price Bid shall be submitted as per the price bid format- Annexure A
with uploading Bids online.
Every page of the bid including all terms & conditions, shall be signed
by Bidder & shall be uploaded as Unpriced Bid in E-tendering Portal.
3 Bid submission due-date As mentioned in E-tendering portal
4 Bid Submission mode Only Through E-tendering Portal as mentioned above.
Pravinsagar Gaikwad
Senior Manager – Supply Chain
Contact person for tender Nayara Energy Limited
5th Floor, Jet Airways Godrej BKC, Plot No. C-68, G Block, Bandra
5 technical queries.
Kurla Complex, Bandra East, Mumbai 400051, Maharashtra, India
(Technical Point of Contact) M +91 8291846917 | T +91 22 66121689 Ext. : 1073
[email protected]

Sautik Mitra
Sub Category - Marketing
Contact Person for queries on Nayara Energy Limited
tender submission / 5th Floor, Jet Airways Godrej BKC, Plot No. C-68, G Block, Bandra
6 Commercial T&C etc.; Kurla Complex, Bandra East, Mumbai 400051, Maharashtra, India
(Buyer / Lead Buyer Contact M +91 8655860538 | T +91 22 66121800
details) [email protected]

7 Currency of Offer Quoted Price shall be in Indian Rupees (INR) Only.

Offers shall be firm and valid for a period of 180 days from bid
8 Validity of Offer (Lock- In)
submission due date.
Communication of the acceptance of the Bid will not constitute a Contract. The Contract shall come into
9
being and will be effective only on signing/acceptance of agreement/ purchase order.
The Contract will only be a framework agreement to establish the terms governing the Parties during the
10 Term of the Contract in particular with respect to the price, quality, timelines etc. Order for supply and
commissioning at a facility (RO) shall be issued by way of a Purchase Order.

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RIGHT TO WITHDRAW THE TENDER AND / OR REJECT ANY BID:

• This Tender may be withdrawn or cancelled by NAYARA ENERGY LIMITED at any time without assigning any
reasons and without incurring any liability on any account. NAYARA ENERGY LIMITED further reserves the
right, at its complete discretion, to reject any or all of the Bids without assigning any reasons whatsoever and
without incurring any liability on any account.
• NAYARA ENERGY LIMITED reserves the right to interpret the Bid submitted by the Bidder in accordance with
the provisions of the Tender and make its own judgment regarding the interpretation of the same. In this regard,
NAYARA ENERGY LIMITED will have no liability towards any Bidder Nayara’s decision in this respect shall be
final and binding on the Bidder. No Bidder shall have any recourse of action against NAYARA ENERGY
LIMITED with respect to the selection process.
• NAYARA ENERGY LIMITED reserves its right to vary, modify, revise, amend or change any of the scope,
specifications, terms and conditions of the Bid. The decision regarding acceptance of the Bid by NAYARA
ENERGY LIMITED shall be final and binding.

• NAYARA ENERGY LIMITED reserves the right to reject any Bid if Bidder uploads Priced Offer in Unpriced
Section OR discloses any price information in Unpriced Section/others sections of E-tendering portal or if the
Bid is incomplete or fraudulent or suffers from unauthenticated deletions, cuttings, insertions, over-writings etc.

• Nayara Energy Limited reserves the right to reject any BID (Priced/Unpriced) received in Offline Mode/Hard
copies. Bids should only be uploaded in E-tendering portal of Nayara Energy Limited -
https://tender.nayaraenergy.com

1.1 The Bidder is advised to read carefully all instructions and conditions appearing in this document and
understand them fully. All information and documents required as per the bid document must be furnished. Failure
to provide the information and / or documents as required may render the Bid technically unacceptable.
1.2 The Bidder shall be deemed to have examined the bid document, to have obtained his own information in all
matters whatsoever that might affect carrying out the works in line with the scope of work specified elsewhere in
the document at the offered rates and to have satisfied himself to the sufficiency of this Bid. The Bidder shall be
deemed to know the scope, nature and magnitude of the Works and requirement of materials, equipment, tools
and labour involved, wage structures and as to what all works he has to complete in accordance with the Bid
documents irrespective of any defects, omissions or errors that may be found in the Bid documents including
Specifications.

1. BID DETAILS

a. The Bidder is advised to read carefully all instructions and conditions appearing in this document and understand
them fully. All information and documents required as per the Bid document shall be furnished. Failure to provide
the information and/or documents as required may render the Bid technically unacceptable.
b. The Bidder shall be deemed to have examined the Bid document, to have obtained his own information in all
matters whatsoever that might affect carrying out the Works in line with the scope of work specified in the Tender
Document at the offered rates and to have satisfied himself to the sufficiency of his Bid.

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2. ELIGIBILITY CRITERIA

A. TECHNO-COMMERCIAL ELIGIBILITY CRITERIA FOR VENDORS AS FOLLOWS:

The bidder/Vendor shall furnish evidence of having the following experience & capacity: (Please refer annexure
B also),

1. Bidder/Vendor should have minimum 03 years Stage 2 Inbuilt VRS Dispensing Unit manufacturing experience
ending by 31st March 2023.

2. Bidder/vendor must have successfully completed similar work in the last 3 years ending 31st March 2023 for
minimum 150 ROs across India / Abroad for reputed oil retailing companies like Shell, Reliance, and Indian PSUs
etc.
Documents required:-

List of invoices of any continuous 12 months period issued by the bidder in the last 3 years from the due date
of bid submission, totalling to at least 200 Dispensing Unit installed with Vapour Recovery System. Information
should be provided in the following format:

Sr. Invoice No. Invoice date No of DUs Sold-to-party Purchase order no.
supplied issued by the buyer, if any

Mentioned list should be certified as “List verified against the original documents and found true” by Nayara
Energy Limited approved Third party inspection agency after verifying and confirming the original documents
listed therein.

3 Statutory Approvals:

 The equipment offered should have approval (valid as on the due date of the tender) from Petroleum &
Explosive Safety Organization (formerly Chief Controller of Explosives, Govt. of India) as intrinsically safe
equipment.
Document required: PESO model approval for the equipment.

 The equipment offered should have approval (valid as on the due date of the tender) from Weights & Measure
department
Document required: W&M approval for the equipment.

 Bidder should be following latest NGT & CPCB orders/ guidelines strictly issued on time to time basis.

 Bidder/Vendors shall meet both the above criteria to be eligible for this tender. Offers of
bidder/Vendors not meeting Bid Qualification Criteria shall be rejected.

4. Bidder/Vendor shall furnish the spare capacity to be allocated to Nayara Energy Limited, dedicatedly.

5. Bidder/Vendor shall furnish the list of manufacturing unit and its location key personnel, zone & state wise plus
the number of work force/ authorized dealers/service provider spread across India

6. Bidder shall have adequate service network across the country/ geographical area quoted in the bid and submit
details of the same specifying Name of Service Manager/ Contact number/ email Id /compete address.

7. Vendor should have one toll free/ contact number for registering complaint / notification on equipment
malfunctioning or service. All complaint / requests shall be given unique ID and tracked till closure. Notifications
/ Requests open beyond agreed time limit shall be intimated to the company.

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8. Bidder should have adequate number of service centres and qualified field staff certified by Legal Metrology/ any
other applicable statutory agency to provide service support within 24 hours within municipal limits /metros and 48
hours outside.

9 Bidder/Vendor shall furnish the list of equipment owned along with the purchase details. If taken on lease, shall
furnish the details. NAYARA ENERGY LIMITED reserves the right to reject any bidder/Vendor based on inadequate
manufacturing and safety devises.

10. Copy of Invoices raised along with Work/supply completion letter from the client shall be necessarily submitted in
support of the above & as proof of satisfactory performance of the vendor during the said period of contract.
However, for ongoing orders, vendors shall submit copy of invoices raised/ payment received along with the purchase
order issued by the company.

11. In case of orders placed in currency other than INR, the equivalent INR value as per the currency conversion rate
(RBI reference rates) prevailing on the date of Purchase order/contract document will be considered for the purpose
of Technical evaluation as per above criteria.

12 If the bidder is falling under MSME guidelines as per Govt. of India guidelines of Micro, Small, Medium Enterprises
Development Act (MSMED ACT, 2006, bidders are required to submit MSMED certification along with submission of
offer. The MSME SUPPLIER to note and ensure that the nature of manufactured product in the MSME certificate
matches with the nature of GOODS supply/service of Bid submitted. In case the nature of GOODS supplied do not
match with MSME certificate, Nayara Energy Limited is not liable to pass benefits for Micro, Small & Medium Industries
(MSME) to SUPPLIER.

(Bidder / Vendor shall submit the required documents as mentioned above along with duly filled annexure A / B)

B. JOINT VENTURE CRITERIA

In case a bid is submitted by a Joint Venture (JV) of two or more firms as partners, they shall meet the following
requirements:
i. The lead Partner shall meet, not less than 50% of the financial eligibility criteria.
ii. However, all the partners shall jointly meet the 100% financial eligibility criteria.

Note:
 JV shall submit form of “Power of Attorney” and Form of “undertaking by the JV partners”.
 JV shall also declare scope of works to be executed by each partner of JV.

3. BID SUBMISSION:

3.1 The following information and/or documents shall be submitted by the Bidder as per the enclosed
formats/Annexures specified in this Tender document:

Annexure A - Price Bid

Annexure B - Unpriced (Techno-Commercial Bid)
Annexure 1 - Exclusion and Deviations
Annexure 2 - Bank Guarantee Format for Security Deposit
Annexure 3 - Organization Data & Chart with names
Annexure 4 - Declaration of Non-Blacklisting / Non-Banned Party
Annexure 5 - Declaration confirming the absence of any conflict of interest.
Annexure 6 - Anti-Corruption Confirmation
Annexure 7 - Vendor Registration Form
Annexure 8 – Affiliate party declaration
Annexure 9 – Sub-Contractor declaration

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3.2 Strict adherence to the formats wherever specified, is required. Non-adherence to formats and/or submission of
incomplete information will be treated as a ground for declaring the Bid as non-responsive. Each format shall be duly
signed and stamped by the authorized signatory of the Bidder, further scanned and submitted.
3.3 The Bidder shall furnish documentary evidence in support of meeting Eligibility Criteria of Tender to the satisfaction
of NAYARA ENERGY LIMITED covering the following: Unconsolidated/Consolidated audited annual accounts in support
of meeting financial requirement, consisting of unabridged balance sheet, profit and loss account, profit appropriation
account, auditors report, etc., as the case may be of the Bidder for the last three (3) financial years immediately preceding
the Bid Submission Due Date for assessing the Net Worth.
3.4 In case the annual accounts for the latest financial year are not audited / unavailable, Bidder shall submit certificate
to this effect from the Statutory Auditor’s Authorized signatory along with provisional Annual Account signed by directors
of the company and certificate issued by Chartered Accountant of authenticity of such accounts. In such a case, Bidder
shall provide the Audited Annual Reports for 3 (Three) years preceding the year; or from the date of incorporation if less
than 3 years; for which the Audited Annual Report is not being provided.

3.5 Before submitting the Tender, Bidder shall at their own cost and expenses obtain information on all matters and
conditions as felt necessary for the execution of the Works as intended by NAYARA ENERGY LIMITED.

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

3.6 Before submitting the Tender, Bidder shall verify completely to satisfy all drawings and materials to be procured
and the bill of material (Clause 19 of Scope of Supply and Commissioning in the Tender Document) by obtaining
clarification from NAYARA ENERGY LIMITED on all the items as may be desired. After submission of Bid, no
claim for any alleged or potential loss or compensation will be entertained on this account

3.7 In consideration for being evaluated and considered for award of the Contract by the Company, Bidder shall agree
that the Bid submitted will remain valid for the period prescribed in the Tender Document. Bidder will not be entitled
during the said validity period (180 days from the Bid Submission Due Date), to revoke or cancel the Bid without
the consent in writing from NAYARA ENERGY LIMITED. In case Bidder/Vendor revokes or cancels the Bid or,
varies any of the terms and conditions of the Bid without the consent of the Company in writing, the Earnest Money
Deposit (EMD) along with the Bid will be liable to be forfeited.

3.8 Price quoted by the Bidder shall be firm during the validity period of the Bid. Bidder shall specifically take note of
this factor before submitting their Bids.

3.9 All corrections and alterations in the Bid will be sealed & signed in full by the Bidder with date. No erasures or over
writings are permissible.

3.10 Transfer of Tender Document by Bidder to another one is not permissible.

3.11 The Tender submitted by a Bidder, if found to be incomplete in any or all manner, is liable to be rejected. The
decision of NAYARA ENERGY LIMITED in this regard will be final and binding.

3.12 Bidder shall designate an authorized person to represent the Bidder in all its dealing with NAYARA ENERGY
LIMITED. Bidder shall submit, along with Bid, the Power of Attorney to the above effect. The authorized person of
the Bidder shall be the single point of contact for the Company. Such authorized person shall also sign and submit
the Bid.

4. CLARIFICATIONS

The Bidder if required, may seek clarifications or suggest amendments to Tender Document before the Bid
Submission Due Date, as provided in the Tender Document. Queries / Clarifications requested in piecemeal or
through multiple emails will not be entertained.

5. AMENDMENTS TO TENDER BY NAYARA ENERGY LIMITED

At any time prior to the Bid Submission Due Date, NAYARA ENERGY LIMITED may, for any reason, whether at
its own initiative or in response to a clarification requested by a prospective Bidder, modify the Tender Document
by issuing clarification(s) and/or amendment(s).

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The clarification(s)/amendment(s) (if any) will be notified in the Company’s E-Tendering Portal. If any amendment
is required to be notified within Five (5) days of the proposed date of submission of the Bid, the Bid Submission
Due Date may be extended for a suitable period of time at the sole discretion of the Company.

6. OTHER CONDITIONS

Bidder shall obtain all necessary approvals/Consents/Clearances, licenses etc., required under Applicable Law (s)
from the appropriate Government/ Authority required for completion of Works. NAYARA ENERGY LIMITED will not
have any responsibility in this regard.

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TERMS & CONDITIONS

OF

RATE CONTRACT

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TERMS & CONDITIONS OF RATE CONTRACT

1. The commercial rates shall be mentioned with details of all taxes and duties as provided in the Price Bid Format
- Annexure A (excel sheet Enclosed). The rates for Stage 2 Inbuilt VRS Dispensing Unit shall be Ex-Works
incoterms i.e Exclusive of Transportation strictly as per the Price Bid Format – Annexure A, enclosed along with
this Tender Document.

2. The rates of Stage 2 Inbuilt VRS Dispensing Unit shall be quoted on per Number basic rate. All Rates shall be
quoted on Ex-Works Site basis. The rates shall be quoted for across Pan India / Zone wise (Refer Annexure A
for Price Bid)

3. A. Loading, packing & forwarding, arranging transportation (State wise) shall be in the scope of Vendor However
Transportation rates shall be paid by NAYARA Franchisee to Transporter Separately at site based on condition
Safe Delivery of Material at site, Materials shall be delivered on Ex-Works basis at OEM Warehouse Premises.

4. In Transit Insurance of Stage 2 Inbuilt VRS Dispensing Unit shall be in scope of Nayara Energy Limited for
Supply till site on Pan India Basis.

5. Bid submitted not in conformity with the Tender Document may be, disqualified and rejected by NAYARA ENERGY
LIMITED at its sole discretion.

A) PAYMENT TERMS:

The Payment Terms will be as follows-

In case of order placed by NAYARA ENERGY LIMITED for NAYARA ENERGY LIMITED CODO & PARTIAL CODO
ROs and franchisee (in DODO ROs):-

Payment will be made only by NEFT/ RTGS.

i. FOR NON MSME BIDDER

100% payment will be released after 60 days from date of GOODS receipt & commissioning on submission of
certified invoice submitted along with commission report.

ii. FOR MSME BIDDER

100% payment will be released after 30 days from date of GOODS receipt & commissioning on submission of
certified invoice submitted along with commission report.

B) DELIVERY TIME PERIOD:

Delivery and commissioning of Stage 2 Inbuilt VRS Dispensing Unit as per the terms of the Contract shall be made as
follows:-

FOR COCO/CODO/ PCODO & DODO

Vendor shall ensure that delivery shall be made within 7 days from the date of receipt of confirmed purchase
order and E-mail confirmation along with relevant transport documents.

Vendor shall be responsible for satisfactory commissioning and shall produce the report duly signed by The Nayara
Energy Limited official.

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C) PRICE VALIDITY (LOCK-IN):

2 YEARS from the date of signing of Agreement. Effective date of Contract shall be the date of signing of the Agreement.

This shall be a Unit Rate Contract & nothing in this Agreement shall mean nor shall be construed to mean that Nayara
Energy is at any time obligated to issue Purchase Orders/Call Out to the Vendor to purchase any minimum quantities
of goods or services from the Vendor during the Term of the Agreement. Any su ch decision as to whether to issue
PO/Email callout or not to the Vendor shall be taken at the sole and absolute discretion of Nayara Energy. There shall
be no minimum business commitment from Nayara Energy Ltd.

D) GUARANTEE / WARRANTY / DEFECT LIABILITY:

24 months from the date of commissioning OR 30 months from the date of delivery whichever is earlier.

E) ESCALATION CLAUSE:

No ESCALATION shall be applicable during the subsistence of Contract.

F) VENDOR SELECTION:

On receipt of all Bids the Company may conduct E-auction process for shortlisting the Bidders. The E-auction date will be
intimated separately to the technically qualified Bidders only.

G) DISTRIBUTION OF JOB:

NAYARA ENERGY LIMITED intends to appoint more than 1 (one) vendors per Service Area.

In case the requirement for STAGE 2 INBUILT VRS DISPENSING UNIT is more than the capacity of the L1 Vendor, the
Company, in its discretion, may award the rest of the quantity requirement to other Vendors irrespective of such Vendors
being L2, L3 etc.).

Note:
1. L1 will be the based on the Basis cost & 28% GST of Stage 2 Inbuilt VRS Dispensing Unit, Call out to be given by
field as per landed L1 cost.

2. NAYARA ENERGY LIMITED will have sole discretion with respect to the Job Distribution and the bidders will not
have any right to claim against the same.

H) CONTRACT TERM:

Effective Date of Contract shall be the date of signing/execution of Agreement. Term of the Contract (excluding PO) will
be 2 YEARS from the date of execution of the Agreement

I) INSURANCE

Vendor shall at his own expense obtain and maintain an insurance policy with Nationalized Insurance Company to the
satisfaction of NAYARA ENERGY LIMITED as provided hereunder. Vendor shall comply with all the statutory
requirements.
Vendor shall provide or obtain and maintain in force throughout the Term of the Contract the following Insurance
coverage:

1. Insurance for Third Party Liability of appropriate value along with an undertaking indemnifying NAYARA ENERGY
LIMITED from any kind of claim / loss of human life, injury/damage/s to the third party / material / equipment /
properties of self and / or NAYARA ENERGY LIMITED/ Franchisee for entire process, right from loading,
transportation, delivery of all Inbuilt VRS Dispensing Units at site. Transit insurance of material is in scope of
Nayara Energy Limited.
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2. Workmen compensation and/or group personal accidents Insurance policy covering all its employees and works
including that of the sub-Contractor/Sub-Vendor

3. Insurance against any Pilferage, theft or burglary.

J) TYPE AND QUALITY OF MATERIALS AND WORKMANSHIP:

 The designing, engineering, manufacturing, supplying, commissioning , testing of STAGE 2 INBUILT VRS
DISPENSING UNIT shall be in accordance with latest appropriate OIML/ IEC/ Indian Standards as detailed in the
Technical specifications of the tender document. Where appropriate Indian Standards and Codes are not
available, other suitable standards/international and codes as approved by the company shall be referred.

 The specifications of the components shall meet the technical specifications mentioned in the tender document /
standards procedure.

 Any supplies which have not been specifically mentioned in this Contract but which are necessary for the
designing, engineering, manufacturing, supplying & satisfactory performance or completeness of the project shall
be provided by the Bidder without any extra cost.

K) INSPECTION

 The progress supply will be monitored by NAYARA ENERGY LIMITED and the same will be inspected for
progress and quality test at any time during supply and commissioning process of STAGE 2 INBUILT VRS
DISPENSING UNIT or after completion of installation either by NAYARA ENERGY LIMITED representative (or)
any agency/ experts designated / authorized by NAYARA ENERGY LIMITED from time to time as deemed fit by
NAYARA ENERGY LIMITED.

 NAYARA ENERGY LIMITED may monitor the supply and commissioning of STAGE 2 INBUILT VRS
DISPENSING UNIT as per the required standards and whenever required, will also visit the manufacturer’s
facilities to check the quality of products / materials as well as may visit the system integrators to assess their
technical capabilities.

L) LIQUIDATED DAMAGES

 In the event of delay in delivery of of Stage 2 Inbuilt VRS Dispensing Unit within 7 days from the date of first
call out/ PO and receipt of full payment, Vendor shall be liable to pay liquidated damages to NAYARA ENERGY
LIMITED at the rate of 0.5 % per week up to Maximum of 5% of the order value of respective PO.

 LD shall be applicable only for delay occurring for reasons attributable to vendor. The above Liquidated Damages
will be debited to the Vendor and may be recovered from the current bill or any outstanding with the Company as
deemed fit by the Company, including from the security money.

 Irrespective of the fact that the Company, at its sole discretion, has not recovered the LD from any dues payable
to the Vendor, Vendor’s liability to pay such LD shall continue till full and final payment of such LD (together with
interest, if any) is made to the Company.

M) EARNEST MONEY DEPOSIT (EMD):

 Bidder shall deposit an interest free amount of Rs. 10,00,000/- (Rupees Ten Lakh only) towards refundable
EARNEST MONEY DEPOSIT (EMD) in the form of Fund Transfer (Bank details attached along with the tender),
failing which NAYARA ENERGY LIMITED reserves the right to disqualify the Bid /cancel the Contract.

N) SECURITY DEPOSIT:

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 Within 7 days from the date of intimation of acceptance of Bid, the successful Bidder/Vendor shall deposit an
interest free amount of Rs. 30,00,000 /- (Rupees Thirty Lakhs only) by way of Fund Transfer or by way of an
irrevocable Bank Guarantee (in the lieu thereof in the prescribed Format) failing which NAYARA ENERGY LIMITED
reserves the right to revoke the acceptance and forfeit the EMD.
 The successful bidder will also have the option to adjust the earnest money deposit towards security deposit if
they so desire. The security deposit will be retained until 3 months past the expiry of the Contract. The Bank
Guarantee shall be kept valid by the Vendor at its cost till the expiry of 3 months from the expiry of the Contract.

 In case Vendor fails to perform any of its obligations under the Contract, the Company shall be entitled to forfeit
the Security Deposit or to invoke the Bank Guarantee.

 Decision of the Company as to whether or not the Vendor has failed to perform its obligations under the Contract
shall be final and binding on the Vendor.

 The Company may, at its sole discretion (but without any such obligation), give a notice to the Vendor to remedy
its non-performance before forfeiting the Security Deposit or invoking the Bank Guarantee.

 For Vendors already empanelled under the current Supply of Stage 2 Inbuilt VRS Dispensing Unit Contracts,
Security Deposit submitted against these existing Contracts shall be adjusted against the proposed tender.
Only the differential amount, if any, needs to be arranged by the vendor.

O) EXECUTION OF WORK : ( If applicable )

 Vendor shall execute the complete works at all Stages, in strict conformity with the provisions of the Contract
Documents and with such explanatory details, drawings, specifications and instructions as may be furnished from
time to time by Engineer-in-Charge, whether mentioned in the Contract or not. Vendor shall be responsible for
ensuring that Works 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 Nayara
Energy Limited.

P) COMPLETION OF WORK AND COMPLETION CERTIFICATE:

 As soon as the work is completed in all respects, Vendor shall issue notice of such completion to the Engineer-
in-Charge and within 7 days of receipt of such notice the Engineer-in-Charge will inspect the work and on being
satisfied may issue a Final Acceptance Certificate.

Q) PRE-COMMISSIONING CHECKS

 Vendor shall ensure that all input condition such as product & vapour piping/ DU installation/ Input voltage/ Earth
connection / Cable as per specification are in place before VR DU in taken for commissioning.
Nayara/Franchisee shall provide stable power to VR DU through automatic voltage stabilizer.

 Vendor shall submit pre commissioning check list to the company for approval which shall be certified by vendor’s
commissioning engineer and enclosed along with commission report.

 Any malfunctioning due to improper inputs condition and VR DU down time shall be on account of vendor

R) TRAINING OF RO STAFF.

 Upon successful commissioning of VR DU, vendor shall impart training to RO staff covering day to day functioning
and upkeep of dispensing unit such filter cleaning / cleaning of unit/ upkeep of hanging hardware, nozzle/ basic
errors related to DU & VR malfunction etc.

 Vendor shall submit training record along with commissioning report.

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R) AFTER SALE SERVICE UNDER WARRANTY.

 Vendor shall have one call (toll free) service desk to register service request related to commissioning/ preventive
maintenance/ W&M stamping/malfunction related to VR DU.

 Vendor shall have sufficient trained and certified (W&M) staff to resolve any complaint within 24 hours inside
municipal corporation limit and 48 hours outside.

 Vendor shall submit list of its service network covering all location pan India with Level-1 /2 & 3 escalation.

 Vendors shall have complaint resolution system (CRS) with auto escalation of open complaint beyond stipulated
hours.

 Vendor shall maintain minimum level of inventory of spares require for smooth functioning of NAYARA VR DUs
assigned for the particular area. These spares shall be stored separately in racks/cupboard marked “Exclusively
for r NAYARA ROs”. List of such spares kept at particular service station shall be made available to NAYARA
and access provided to NAYARA official for verification where/when needed.

S) OTHER CONDITIONS:

 Vendor shall neither display / publish the photographs of the works nor take advantage through publicity of the
works without written permission of NAYARA ENERGY LIMITED.

 Vendor shall not make any other use of any of the Contract Documents or information of this Contract, except for
the purposes of performing the Contract.

 The vendors shall not undertake the Stage 2 Inbuilt VRS Dispensing Unit supply and commissioning work directly
from the Franchisee. The delivery at NAYARA ENEGY LIMITED ROs (CODO, PCODO and DODO) shall be done
only at the approved rates of NAYARA ENEGY LIMITED and under information to NAYARA ENEGY LIMITED.

 The supply of Stage 2 Inbuilt VRS Dispensing Unit at NAYARA ENEGY LIMITED ROs shall be done only at the
approved rates of NAYARA ENEGY LIMITED and under information to NAYARA ENEGY LIMITED in desired
format provided by HO SCM on weekly basis. i.e: Supply made in week from Monday to Saturday, Weekly report
should reach HO SCM team by evening of every Saturday on company provided email id without fail.

 Vendor shall intimate to the HO through weekly report basis upon receiving the advance payment from any
franchisee on actual date, if found any deviation suitable action / penalty will be imposed on Vendor. Nayara
Energy Limited is having solely rights for the same.

 Vendor shall intimate to the HO, SCM team on getting the RO site Stage 2 Inbuilt VRS Dispensing Unit supply &
delivery is complete, along with the close up photos of the completed works in PPT format with RO details.
Desired Format will be provided by HO SCM team.

GENERAL CONDITIONS OF CONTRACT:

RELATIONSHIP BETWEEN PARTIES:

 The Parties to this Agreement are independent parties on principal to principal basis and nothing in this Agreement
shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto.
Neither Party shall make any representation that suggests otherwise.

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CONFIDENTIALITY:
 The Parties agree that any and all information learned by either Party concerning the business affairs of the other
and all documents, materials and all technical, commercial, financial and other information (written only) which has
not come into public domain,; the existence and terms of this Agreement; and the negotiations relating to this
Agreement shall be treated as confidential and such information shall not be disclosed during the scope of Term
and / or after the expiry of the Term of the Agreement to a third person or legal entity without the express written
consent of the other Party, except in instances where a Party has a statutory duty to disclose or a disclosure is
required by law or by any regulatory or governmental body having jurisdiction over it, provided that the Party
disclosing shall notify the other Party of such requirement within a reasonable time in advance of making such
disclosure.

 In the event of any such breach, in addition to other rights or remedies which may be available and without waiving
any such other rights or remedies, the Disclosing Party shall have the right to specific performance and other
injunctive and equitable relief, as may be deemed proper by a court of competent jurisdiction.

INDEMNITY:
 The Bidder/Vendor hereby agrees to indemnify, defend, protect and hold harmless NAYARA ENERGY LIMITED
and its employees, officers and directors, from and against, and assumes liability for:

a. Any injury, loss or damage to any Person, tangible property or facilities of any Person (including reasonable attorney
fees and costs) to the extent arising out of or resulting from the negligence or wilful misconduct of the
Bidder/Vendor, its officers, employees, servants, affiliates, agents, licensees, invitees arising out of or in connection
with the performance by the Bidder/vendor of its obligations, representations and warranties under the Contract,
Any claims, liabilities or damages arising out of any violation by the Bidder/Vendor of any Applicable Law.

b. Under no circumstances, shall the Company, its employees, directors involved be liable for any direct, indirect,
incidental, special or consequential damages, or any damages whatsoever, including punitive or exemplary
(including, but not limited to loss of profits, loss of data or other intangible information, business interruption, loss
of privacy, or any pecuniary loss), arising out of or in any way connected with the provision of this agreement either
to the Vendor or its employees, Sub-Vendors agents etc whomsoever.

CONSENT OR WAIVER:
 The waiver of any breach of any term or condition of this Agreement shall not operate as a waiver of any other
breach of such term or condition or of any other term or condition, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or of any other provision hereof. The failure or delay of either Party in
exercising any right, power or remedy provided by law or under this Agreement shall not affect that right, power or
remedy or operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power
or remedy.

INVOICING AND E-WAY BILL:

 The Vendor will provide Company/Franchisee with correct GST invoices charging the applicable rate of taxes. The
invoices shall stand scrutiny by the GST Authorities. The bidder / vendor shall file its returns according to Law and
pay the tax charged to the Authorities to enable the Company to avail Input Tax Credit as applicable. In the event
the Input Tax Credit is not available to the Company due to any mistake in filing returns and / or non-filing or non-
payment, the Company reserves the right to withhold payment of amount equivalent to tax charged by the bidder /
Vendor in the invoice(s) from subsequent bills.

 The Vendor shall be responsible for the transit e-waybills for sending the material. Nayara shall not be responsible
for detention of the goods during transit on account of faulty / missing e-Waybills. The vendor is advised to get in
touch with the Company in case of any doubts while generating the e-Waybills.

DOCUMENTS CONCERNING WORKS:

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 All documents including drawings, blue prints, tracings, reproducible models, plans, Specifications and copies,
thereof furnished by NAYARA ENERGY LIMITED as well as all drawings, tracings, reproducible, plans,
Specifications design calculations etc. prepared by the Vendor for the purpose of execution of Works covered
in or connected with this Contract will be the property of the NAYARA ENERGY LIMITED and shall not be used
by the Vendor for any other work but are to be returned to NAYARA ENERGY LIMITED upon completion and
handover of the works or otherwise of the contract.

 Vendor shall maintain secrecy of the documents, drawings etc. issued for the execution of the contract and restrict
access to such documents, drawings etc. Vendor shall execute a SECRECY agreement/PO from each or any
person employed and officially provided access to such documents, drawings etc. Vendor shall not issue drawings
and documents to any other agency or individual without the written approval by Engineer-in-Charge.

 Vendor shall not disclose any information or document etc., concerning details of the Works to the press or a news
disseminating agency without prior written approval from NAYARA ENERGY LIMITED. Vendor shall not take any
pictures on site without written approval of NAYARA ENERGY LIMITED.

 Vendor shall handover all documents, including Warranty Certificates, Inspection acceptance reports by Third
Party, Material Test Certificates, licenses, training manual, “as built” drawings etc. at the time of Handing Over.

ASSIGNMENT:

 The Supplier/Service Provider is not entitled to assign, alienate any of the rights and obligations arising out of this
Purchase Order/Contract/Agreement to any third party without prior written consent of the Company.

SUB-CONTRACTING:

 The Vendor/contractor shall not sub - contract the whole or any part of the work without prior
written consent of the Engineer in Charge(EIC). In case the sub-contractor is blacklisted with the
Company, the contractor shall not engage the proposed sub - contractor. The contractor shall
ensure that only competent and resourceful agencies with proven track record and performance
should be proposed for the work to be sub- contracted.
 Each sub - contractor shall be covered by all the Terms & Conditions of this work order on the
same basis as the Contractor, provided, however, that the Contractor shall be and remain
exclusively responsible to the Company, for which purposes the sub- contractor shall, vis -a vis
the Company, be deemed to be the servant/agent of Contractor employed for the performance
of the particular work with full responsibility on Contractor for all acts, omissions and defaults of
the sub - contractor.
 If any sub - contractor engaged upon the work executes any work which in the opinion of the EIC
is not of the requisite standard, the EIC, by written notice to the Contractor require the Contractor
to terminate such sub- contractor, and the Contractor shall upon the receipt of such notice,
terminate such sub- contract within 7 days of receiving such notice, at the risks and cost of the
Contractor. The Service Provider/Supplier agrees to keep the Company indemnified against all
claims, actions, damages, liabilities, expenses, losses and consequences as a result of any direct
or indirect actions of the subcontractors hired by the Service Provider/Supplier.
The Contractor shall, at the commencement of every month, furnish to the EIC and IR a list of all
sub- contractors engaged and working during the previous month, with particulars of the works
performed by them.

Risk Purchase -

Without prejudice to the Company’s rights under this Work Order and in addition or as an alternative
thereto should the EIC at any stage (notwithstanding that the time for completion of the relative work or
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item of work as specified in the Progress Schedule has not expired) be of opinion (the opinion of the EIC
in this behalf being final) that the performance of any work or item or work by the Service Provider is
unsatisfactory (whether in the rate of progress, the manner, quality or workmanship of the performance,
or in the adherence to specifications, or in the omission, neglect or failure to do,deliver , perform,
complete or finish any work or item, or for any other cause whatsoever), the EIC shall be entitled (without
prejudice to any other rights of the Company and/or obligations of the Service Provider under the Service
Order) at his discretion and Service Provider’s risk and differential cost (along with 10% penalty) to
appoint one or more Sub-Contractors for the satisfactory performance thereof or any part thereof, or may
undertake the performance thereof through a third party, and the provisions of above clause hereof shall
mutatis mutandis apply to any person appointed by the EIC pursuant to this clause in the same manner
as applicable to the Service Provider. The Service Provider shall also pay to the Company reasonable,
proper, verified and unavoidable costs incurred by Company as a direct result of such engagement.

Action in case of submission of False Information –

Vendor/Supplier/Contractor/Service Provider shall provide all the required documents and certificates at
any stage in respect of materials or goods that is under supply / supplied or any services contemplated
under this Purchase Order/Contract to Nayara Energy Ltd and such documents , certificates shall be
subject to verification by Third Party Due Diligence team / Third Party Inspection Agency(TPIA). In the
event Vendor/Supplier/Service Provider gives any False or incorrect or misleading information or
representation or has failed to disclose any material fact relating to the subject matter of this Purchase
Order/Contract, the Supplier/Vendor/Service Provider shall be blacklisted by Nayara Energy Ltd and
shall be barred from any participations in future.

For the purpose of this clause ‘False Information’ means and include any disloyal, treacherous, insincere,
simulated, feigned, deceptive or misleading information or any information dishonestly contrived to give an incorrect
reading.

FORCE MAJEURE:

 Neither Nayara Energy or Vendor shall be responsible for any failure to fulfil any term or condition of this agreement
if fulfilment has been delayed or hindered or prevented by a force majeure event meaning any circumstance which
is not within the reasonable control of Nayara Energy or Vendor as the case may be including, without limitation,
any (or the apprehension of any) strike, lockout or labour dispute (whether or not the settlement thereof shall be at
the discretion of the Party in question) or any government order or restriction or compliance with any order or
request of any national, supranational, provincial, port or any other public authority or any person purporting to act
for such authority or by failure, total or in part .The Parties acknowledge that an inability to pay any sums due or
other economic distress shall not be a Force Majeure Event.

FORCE MAJEURE DEFINITION:

For the purposes of this Agreement, “Force Majeure Event” means, with respect to any obligation of a party (the
“Affected Party”) under this Agreement any event or circumstance that:

i. Is beyond reasonable control of the Affected Party in performing such obligations and is not the result of the
fault or negligence of the Affected Party (including the Affected Party’s Affiliates and any of its or their
employees, directors, officers, agents, or contractors) and which by the exercise of reasonable efforts under
the circumstances, the Affected Party could not reasonably be expected to avoid, and which prevents the
Affected Party from performing such obligation;

ii. Is not the direct or indirect result of the failure of the Affected Party to perform any of its obligations under this
Agreement;

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iii. Materially or adversely affects the ability of the Affected Party to perform any of its obligations under this
Agreement;

iv. The occurrence of which the Affected Party has provided notice of to the other party hereto in accordance with
this section;

v. Is not due to the negligent or intentional acts, errors or omissions of, or material or negligent or intentional
failure to comply with any requirement of an applicable governmental authority by, the Affected Party or any
affiliates, contractors, agents or employees of the Affected Party;

vi. Which is of an extraordinary nature; or

vii. Is a direct or indirect result of the action or omission of an applicable governmental authority which materially
adversely affects the ability of the Affected Party or any of its affiliates to perform any of its obligations under
this Agreement.

FORCE MAJEURE CLAUSE:

 Either of the parties are not liable for failure to perform the obligations of the contract and if such a failure is as a
result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion,
act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction,
blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service, no
party is entitled to terminate the Contract/PO under Termination clause in such circumstances.

 If Vendor asserts Force Majeure as an excuse for failure to fulfil the contractual obligation, in such case Vendor
shall prove to have taken reasonable steps to minimize delay or damages caused by foreseeable events, and
substantially fulfilled all non-excused obligations, and the company was timely notified of the likelihood or actual
occurrence of an event described in Clause (Force Majeure).

 In the event of Force Majeure, the Vendor is not able to perform its obligations under the contract, the Vendor will
be relieved from its obligations during the force majeure period.

 If a force majeure situation arises, Vendor shall notify NAYARA ENERGY LIMITED in writing promptly, not later
than 7 days from the date of such a situation .The Vendor shall notify NAYARA ENERGY LIMITED not later than
3 days of cessation of force majeure conditions. After examining the cases, NAYARA ENERGY LIMITED will decide
and grant suitable additional time for the completion of the work, if required.

 Depending upon the severity of the force majeure situation & assessing the status with respect to the situation and
Vendor’s capability, NAYARA ENERGY LIMITED will reserve all rights to either terminate the Contract and / or
amend the delivery period after investigating the actual situation at the sole discretion of Nayara Energy Limited
and under such circumstances, Vendor will have no right to claim any amount on such termination and also will
be liable to refund the advance taken (if any) within 7 days from the date of termination of Contract.

 Decision of the Company as to whether or not an event is covered by Force Majeure, shall be final.

 The relaxation in the time line of execution/ completion of the project, increasing the deadlines etc. will be solely
decided by the Company, based on the occurrence of the incident and reporting by the Vendors etc.

CONSEQUENTIAL LOSSES:

 In case any damage to any property, equipment, machinery and or vehicle whether belonging to the Company or
third parties, caused howsoever by the employees, workers, equipment, machinery and or vehicles (whether

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belonging to Vendor or its sub-contractor(s)), Vendor, shall alone be responsible for all or any claims, losses, costs
and consequences.

 In case any damage to any property, equipment, machinery and/or vehicle belonging to Vendor its sub-contractor,
caused howsoever, by the employees, workers, equipment, machinery and or vehicles belonging to any other
person whomsoever, Vendor’s sole remedy and claims for all kinds of losses, damages, costs, consequence,
etc. suffered shall lie only against such other party whose employees, workers, equipment, machinery and or
vehicles have caused such damage, losses and not against the Company/Franchisees) or its employees etc…

 The Company shall not be liable for any indirect and consequential losses, loss of revenue or business or business
profits howsoever caused and the Contractor has agreed to indemnify the company against any such claim arising
out of this Contract.

EVENTS OF DEFAULT AND TERMINATION:

 NAYARA ENERGY LIMITED reserves the right to terminate the Agreement at any Stage or time without assigning
any reasons whatsoever by issuing a notice of 30 days in writing, and will not be liable for any losses of the Vendor
what so ever. NAYARA ENERGY LIMITED will pay only for the Works executed / completed and handed over by
the Vendor as per the Contractual deliverables.

 Notwithstanding anything to the contrary herein contained, NAYARA ENERGY LIMITED will be at liberty to
terminate this Agreement forthwith on happening of any of the following events:

i. If Vendor fails to comply with or commits a breach of any of the theirs, obligations contained in the Agreement,

ii. The Vendor being an individual, if adjudged insolvent or a compromise is entered into by him with his creditors
without the approval of the Company, or if a distress, execution or other process is levied upon or if a creditor takes
possession of or a receiver is appointed of any part of the assets or property of the Vendor.

iii. The Vendor, being a firm, if any member of the Franchisee is adjudged insolvent or a compromise is entered into
by the firm or any member of the firm with their creditors without the approval of the Company, or a distress,
execution or other process is levied upon or if a creditor takes possession of or a receiver is appointed of any part
of the assets or property of the firm or any member of the firm.

iv. The Vendor, being a Company or Co-operative Society, goes into liquidation whether voluntarily or compulsorily or
if a distress, execution or other process shall be levied upon or if a creditor takes possession of or a receiver is
appointed of any part of the property of the Vendor.

v. If Vendor/its representatives /partners / staff found indulging in any unethical practice or found not abiding by the
law of land.

RIGHT OF ASSESSMENT AND PERIODIC AUDIT OF SECURITY CONTROLS:

 NAYARA ENERGY reserves the right to assess the information security controls implemented by the Vendor to
protect the data either shared by NAYARA ENERGY with the Vendor or access provided to the Vendor’s staff to
NAYARA ENERGY’S data at any time during the course of the Contract/Purchase Order. NAYARA ENERGY may
demand and upon such demand being made, NAYARA ENERGY shall be provided with any document, data,
material or any other information, which it may require, to enable it to assess the information security controls.

 NAYARA ENERGY shall also have the right to conduct, either itself or through another agency as it may deem fit,
an audit the information security controls implemented by the Vendor to protect the data either shared by NAYARA
ENERGY with the Vendor or access provided to the Vendor’s staff to NAYARA ENERGY’S data by the third party
and the Vendor undertakes to cooperate with and provide to NAYARA ENERGY any other agency appointed by
NAYARA ENERGY, all documents and other details as may be required by them for this purpose. Any deviations
or contravention identified as a result of such audit/assessment would need to be rectified by the third party failing
which NAYARA ENERGY may, without prejudice to any other rights that it may have, issue a notice of default.

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DATA PROTECTION:

 Vendor shall comply with its obligations under all applicable data protection laws (including GDPR), in respect of
the Supply and Services to be provided under this Contract/ Agreement. Vendor agrees in respect of any such
personal sensitive data and corporate data, including corporate sensitive data, supplied to it by Company that it
shall:

a. Only act on instructions from Company or act per the applicable data protection laws (including GDPR) regarding
processing of such data under this Agreement and shall ensure that appropriate technical and organizational
measures shall be taken against unauthorized or unlawful processing of the data and against accidental loss or
destruction of, or damage to, the data; and

b. Not disclose any information provided by Company to Vendor OR any other person, subject to the NDA (if any).

c. Have the adequate information / data security systems/ processes in place to protect the data shared to by
Company.

d. Ensure compliance with the applicable data protection measures contained in data protection, information security
and other relevant policies of the Company based on scope and nature of work.

e. Indemnify and keep Company harmless against any loss or damage or claim that it may suffer on account of any
data breach/privacy incident while the data was in possession of such party.

 To the extent that, in connection of this contract, if the Vendor to whom the Company shares data designated as
restricted or confidential information shall not disclose such restricted or confidential information to any third party
or sub-contractor without Company’s written consent except as may be required by law, regulation, judicial or
administrative process or the extent that such Confidential information shall have otherwise become publicly made
available by the Company.

 When there is specific grounds for suspecting the misuse of personal sensitive data and corporate data, Company
shall after providing the written notice to Vendor be at liberty to conduct an audit of the Vendor.

 Vendor shall notify the Company in writing without undue delay after becoming aware of privacy incident/ data
breach. For the purposes of this clause Privacy incident/ Data breach shall have the same meaning as defined in
the Data Protection Policy of the Company. In case of serious data / information breach by the Vendor, the
Company (in its opinion based on the assessment of data breach), shall have the right to terminate this contract
and to call for any information from Vendor relating to such breach.

Note: GDPR clause will not be applicable when not required.

ENTIRETY OF AGREEMENT / PO:

 The Contract contains the entire agreement between the parties hereto and no prior promises, agreement or
warranties, written or verbal (except for POs to be issued), shall be of any force or effect unless embodied herein.
No modification of the Contract Documents shall be of any force or effect unless in writing and signed by both
Parties hereto and no modification shall be effected by the acknowledgement or acceptance of any purchase orders
or printed forms containing different conditions. All other Terms & Conditions including technical scope, guarantees
etc. shall be as per tender/RFQ/Enquiry & shall be construed & read as a part of the Contract.

 Any matter not provided for herein shall be decided upon by further consultation and agreement / PO between the
Parties hereto.

MODIFICATION:

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a. The Contract represents the entire understanding of the Parties with respect to the subject matter. The Contract
may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement,
amendment, or modification of the Contract shall be binding unless it is in writing and signed by all parties. The
modifications / changes shall be effective from the date on which they are made / executed unless otherwise agreed
to.

b. If any provision/s of the Contract is/are held to be invalid or unenforceable, such provision/s shall (so far as it is
held to be invalid or unenforceable) be given no effect and shall be deemed not to be included in the Contract but
without invalidating any of the remaining provisions of the Contract.

SURVIVAL OF CERTAIN TERMS:

 Any provision of the Contract which contemplates performance or observance subsequent to any termination or
expiry of the Contract shall survive termination or expiry of the Contract. Termination of the Contract shall not
affect any provision of the Terms and Conditions which is capable of being performed and/or which survive,
operate or continue to have effect after such termination. Termination will not prejudice any right of action already
accrued to a Party in respect of any breach of the provisions of these Terms and Conditions by the other Party.

SEVERABILITY:

 Should any part of the Contract be held invalid or unenforceable for any reason, such holding will not affect the
remaining parts, which will continue in full force and effect.

VALIDITY:

 Wherever possible, each provision of the Contract shall be interpreted in such a manner as to be valid under
applicable law, but if any provision shall be or become invalid or prohibited thereunder, such provision shall be
ineffective to the extent of such prohibition without invalidating the remainder of such provision or the remaining
provisions of the Contract.

 SAFETY:

A. SAFETY PRECAUTIONS AND COMPLIANCES

 The Vendor shall be responsible for observance of all safety parameters as per NAYARA ENERGY LIMITED safety
standards / safety policy in general, as observed by all oil companies.

 Necessary PPE’s such as safety belts, helmets, safety harness, fall arrestor, gloves, safety shoes, safety
spectacles shall be used by the Vendor as per safety standards & requirement.

 Safety distance as per CCOE Rules and Oil Industry Safety Directorate shall be strictly maintained as per Nayara
Standard design.

 Any casualty or damage caused to property or person by any untoward incidents while executing this contract will
be at the Vendor’s risk and cost and should be reported to Nayara Energy Limited.

 Wherever applicable, Vendor shall abide by hot work permits which shall be taken on day to day basis from the
respective location as per policy of NAYARA ENERGY LIMITED.

 All major jobs shall be undertaken only under the direct supervision of NAYARA ENERGY LIMITED employee / its
representative / franchisee / PMC concerned. In this regard, Vendor shall inform in writing to the concerned
NAYARA ENERGY LIMITED office, prior to the commencement of site survey and shall comply with instructions
from NAYARA ENERGY LIMITED engineer regarding any work to be executed at the outlet.

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 NO HOT WORK is permissible inside the retail outlet premises.

 All conduits laid for automation cables shall be closed at both ends with proper caps and the caps shall be removed
only while actual pulling of cables.

 No sooner the cables are laid and terminated, the duct ends shall be properly sealed to prevent any vapour from
entering into the conduits. Proper rodent protection measures shall be taken by the Vendor.

 Best safety practices shall be observed specifically for safety of manpower working at height. Successful
bidder/Vendor shall follow NAYARA ENERGY LIMITED safety standards. Provision for safety line shall be made
to ensure safety of people working at height during installation and maintenance.

 Vendor shall at his own expenses arrange for the Safety provisions as may be necessary for the execution of
the work and / or, as required by NAYARA ENERGY LIMITED in respect of all labour employed directly or
indirectly for performance of the works and shall provide all facilities in connections therewith. In case the vendor
fails to make arrangements and provide necessary facilities as aforesaid, NAYARA ENERGY LIMITED will reserve
all rights to do so and recover the cost thereof from the Vendor.

 From the commencement to the completion of the works, Vendor shall take full responsibility for the care thereof
of all the temporary works (refer definition in section number 1). In case of any damage, loss or injury to the works
or to any part thereof or to temporary works and / or any person directly or indirectly employed, or whatsoever,
shall be repaired / rectified / replaced at Vendor's cost to make it good / fit for the intended purpose so that at the
time of completion, the works shall be in good order and condition, in conformity in every respect with the
requirement of the contract and NAYARA ENERGY LIMITED’s instructions.

 In respect of all labour, directly or indirectly employed for the performance of Vendor’s part of this agreement,
Vendor shall at his own expense arrange for all the safety provisions as per relevant Safety Codes of Indian
Standards, the Electricity Act/I.E. Rules, The Mines Act and any such applicable / statutory regulations

 Vendor shall observe and abide by all fire and safety regulations of NAYARA ENERGY LIMITED. Before starting
any construction work, vendor shall consult NAYARA ENERGY LIMITED’s Safety Engineer or NAYARA ENERGY
LIMITED and shall ensure to take all necessary precautions / comply with requirements of NAYARA ENERGY
LIMITED to avoid any loss or damage due to fire to any portion of the work done or to be done under this agreement
or to any of the NAYARA ENERGY LIMITED’s existing property.

 Vendor shall be fully responsible for complying with all relevant provisions of the Contract Labour Act and shall
pay rates of prevailing Wages and observe hours of work/conditions of employment according to the rules in
force from time to time.

 Vendor shall be fully responsible for complying with the provision including documentation and submission of
reports on the above to the concerned authorities and shall indemnify NAYARA ENERGY LIMITED for any such
lapse liable for legal action.

B. HEALTH SAFETY ENVIRONMENT AT SITE:

SAFETY – A LINE FUNCTION

The Health Safety & Environment at site is a line function and hence it shall be the responsibility of the Vendor to ensure
that all activities at all times are strictly carried out as per the Safety norms.

FIRST AID

 First aid is defined as the prompt treatment of injuries such as cuts or bruises. More serious injuries involving
fractures or breakage to limps, head injuries or other severe wounds shall be treated by qualified and experienced
medical professional.

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 In the absence of any permanent medical facility at the Site, Vendor shall be responsible for establishing first aid
facilities at the Site along with arranging for emergency transportation.

 Vendor shall establish their own first aid facilities at the Site and arrange emergency transportation as and when
required, provide first aid boxes that are designed to protect the contents from damp and dust. The First Aid boxes
are to be placed and maintained in easily accessible places and every employee on the Site must be made aware
of its presence.

 Sufficient quantities of all essential medicines shall be maintained and periodically verified for expiry date and
replenishment.

Note: Separate Annexure attached for more details, Vendor to provide acceptance on that with Organogram.

1. SAFE WORK PRACTICES AT CONSTRUCTION SITES.

All accidents / Injuries are avoidable only if safe work practice is followed at site, all mandatory PPE related to job is
made available to people at work, safe working habit is imbibed in work behaviour of people, few basic requirements
are reiterated as below:

 Adequate number of mandatory PPE such as safety shoes, Gloves, Goggles are made available.
 Safety belt with double lanyard for working at height more than 1.5 meter from ground.
 Provision of Lifeline while working on roof to secure anchoring of safety belt.
 All portable electrical equipment are tested and certified “Safe” for the work.
 No cable joint is permitted from power socket to electrical appliance.
 Portable electrical appliances must be plugged in socket with 3 pin top of suitable ampere rating (16 AMPS)
connected to 20 mA ELCB.
 Power connection must be taken as per approval from site engineer.
 Work are is barricaded & “WORK IN PROGRESS” board is displayed at conspicuous places to prevent any
unauthorized entry.
 People working on electrical panel must wear proper insulated foot wear and gloves to avoid electric shock.
 Power shutdown is must before working on electrical panel / cable.
 Best housekeeping practices shall be followed to keep are safe.
 A safety supervisor must be appointed for each RO who shall be made accountable to ensure that workers
wear PPE/ safety gears all time when at works.
 Any near-miss or PPE violation must be report to respective NAYARA division / zone and HQ

2. PENALTY FOR HSE VIOLATION

PENALTY ( RS )
SR DESCRIPTION OF HSE VIOLATION
/ INSTANCE
1 Not Wearing Mandatory PPE ( Safety Shoe, Helmet& Goggles) 500
2 Working with defective PPE or PPE not having valid test certificate 500
3 Working without permit at Operational RO 500
4 Not Wearing safety harness while working at height 1000
5 Working at Height without stable scaffolding 1000
6 Working at Height without dedicated safety supervisor 500
7 Taking Electrical connection without ELCB 500
Working with faulty / unsafe portable electrical equipment such as drill / grinder /
8 500
welding with cable joint / without 3 pin top etc.
9 Work area not barricaded 500
10 Poor housekeeping 500
11 Not reporting safety incident 1000

COMPLIANCE WITH LAWS AND REGULATIONS:

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 Each Party to the Contract shall conform/comply to all Applicable Laws and will keep the other Party indemnified
against all fines, penalties and loss incurred by reason of any breach of such statute, instruments, bye-law or
regulations.
 The non-conforming party shall indemnify the other Party against any fines, penalties, losses, costs or expenses
incurred by the other Party in respect of any non-compliance by such non-conforming Party with the laws and/or
Government regulations.

GOVERNING LAW AND ARBITRATION:

 The Contract will be governed by and construed under the laws of India and shall be subject to the exclusive
jurisdiction of the Courts at Mumbai, Maharashtra only.

 Any claim, dispute or differences concerning the validity and interpretation, implementation or alleged breach of
any provision of this Contract shall be resolved through mutual discussion between the parties, failing which the
same shall be referred to and finally resolved by arbitration to be conducted in accordance with the provisions of
the Indian Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration panel shall consist
of a sole arbitrator to be appointed by mutual agreement of the disputing parties, and failing such agreement, in
accordance with the Indian Arbitration and Conciliation Act, 1996, as amended from time to time.

 The seat of arbitration shall be in Mumbai, Maharashtra. The arbitration proceeding shall be in English language.
The award rendered by the arbitration panel shall be final, conclusive and binding on all parties to this Agreement
and shall be subject to enforcement in any court of competent jurisdiction. Each party shall bear the cost of
preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall
be shared equally by the disputing parties, unless the award otherwise provides. It is further agreed between the
parties that the courts in Mumbai shall have the exclusive jurisdiction to entertain any application or any award
made by the sole arbitrator or other proceedings in respect of any issue arising under this Contract or arbitration.

NOTICES:

All notices and other communications given under the Contract must be in writing (electronically signed email and fax
acceptable), in the English language, and shall be deemed to have been properly given and delivered to Nayara Energy
Limited at its address listed below. Any such notice given will be deemed to have been given or received at the time of
delivery, or the next Working Day following the date of sending, if sent by facsimile on a day that is not a Working Day.

Kind Attn: Mr. Pravinsagar Vilas Gaikwad

Nayara Energy Limited

5th Floor, Jet Airways Godrej BKC,
Plot No. C-68, G Block, Bandra Kurla Complex,
Bandra East, Mumbai 400051,
Maharashtra, India
E-Mail: [email protected]

ANTI-CORRUPTION AND HOTLINE CLAUSE:

a) Each party to this Agreement hereby agrees that it shall not, directly or indirectly: -i) commit,
authorize or permit any action which would cause either party to be in violation of any applicable
anti-bribery laws or regulations.
ii) will not offer or give, or agree to give, to any employee, representative or third party acting on
behalf of the other party or any Public Official, nor knowingly accept, or agree to accept, from any
employee, representative, or third party acting on behalf of the other party, any unlawful payment,
unlawful compensation, facilitation payment or unlawful remuneration or unlawful hospitality, be it

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monetary or other thing of value, in connection with the negotiation, execution, conclusion or the
performance of this Agreement.
iii) Each Party assures other Party that it has not used, adopted or deployed any corrupt practices
or unethical means in negotiating or securing this contract and will raise invoices strictly in
accordance with this Contract/Agreement/LOI. The parties shall promptly notify each other if they
become aware of any breach of this provision, and a breach of this provision shall be considered
cause for termination under this agreement.
b) Each Party shall respond promptly, and in reasonable detail, to any notice from any other Party
or its auditors or legal counsel pertaining to the above stated assurance in clause a) above and
shall furnish documentary support, if any, for such response upon request from such other Party.
c) Nayara Energy is committed to adhere to high standards of ethical, moral and legal conduct of
business operations, including the measures against bribery, corruption and corporate fraud, as
well to manage conflict of interest situations. Nayara Energy urges/encourages its Third Parties to
report any instances of actual or suspected unethical or improper conduct/behaviour via our Hotline.
A Whistle-blower may report any such matters by using any one of the following five hotline whistle-
blower channels:
i) Web Interface:
Complaints can be filed through our official website whistleblower.nayaraenergy.com or Nayara
Energy Intranet or Format provided (downloadable) in Annexure 2 of Hotline Whistle-Blower Policy
ii) Toll Free Hotline Telephone line and Interactive Voice Recording (IVR) System:
Complaints can be filed by calling our toll free number - 1800 266 2800. Record your complaint with
the IVR system.
iii) Email:
E-mail completed complaint form at [email protected].
iv) Post/Letter:
Send a completed complaint form through post to our Corporate Office:
Nayara Energy Limited
5th Floor, Jet Airways Godrej BKC
Plot No. C-68, G Block,
Bandra Kurla Complex, Bandra East,
Mumbai – 400051
v) In person:
Meet our Chief Compliance & Security Officer in person at our Corporate Office
Above is not a mechanism for redressing any issues relating to performance or nonperformance of
the contract. Any such issue shall be agitated as provided in the contract. Neither any cognizance
of such issues will be taken if raised on Hotline Whistle-Blower Complaint Channel nor be treated
as a valid service or communication of any notice/fact under the contract.

Anti-Money Laundering

None of the parties to this Agreement/Contract: -

A. is under investigation by any Governmental Authority, or has been charged with, or convicted
of, money laundering, drug trafficking, terrorist-related activities or other money laundering
predicate crimes under any applicable law (collectively, Anti-Money Laundering Laws”),
B. has been assessed/levied civil penalties under any Anti-Money Laundering Laws, or
C. has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws
Each of the parties has taken reasonable measures appropriate to the circumstances (in any
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event as required by any applicable law), to ensure that each such party and its subsidiaries are
and will always continue to be in compliance with all applicable current and future Anti-Money
Laundering Laws.
D. Breach of this clause shall be deemed to be a breach of a material term of the
agreement/Contract.

Prohibition From Insider Trading

All Parties to this Agreement/Contract agree and undertake to follow and comply with the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, or
such other law/rules/regulations/circulars etc having the force of law relating to Trading in
securities/financial instruments and/or confidentiality/disclosure of Unpublished Price Sensitive
Information (“UPSI”) (“Insider Law”) and Nayara Energy’s Code of Conduct, Practices and
Procedures for prevention of Insider Trading and Fair Disclosures (“Company Code”) as
amended/revised/replaced from time to time and available on www.nayaraenergy.com
In compliance with the Insider Law, the Parties [and their employees, if applicable] hereby agree
and undertake to refrain from sharing, disseminating, communicating and disclosing confidential
information of the Company and its listed securities; information bearing the character of UPSI
including but not limited to financial information, plans, documents, papers, emails, data,
strategies, trade secrets etc. whether in physical or electronic form to any person unless
permitted by the Company in writing or allowed or covered under the savings provided in the
Insider Law for legitimate disclosures. Any deliberate or inadvertent leak of UPSI by the Party
shall invite disciplinary and /or penal actions from any applicable regulator(s) as may be provided
in the Insider Law.”
The terms defined in Securities and Exchange Board of India, (Prohibition of Insider Trading)
Regulations, 2015, but not defined herein shall have the same meaning as that in Securities
and Exchange Board of India, (Prohibition of Insider Trading) Regulations, 2015.

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PROJECT DESCRIPTION

&

SCOPE OF WORK

PROJECT OVERVIEW

Pursuant to the orders of CPCB & NGT (Pls refer latest order) it is proposed to have Stage 2 Vapour recovery
system at Retail Outlets on PAN India basis.

The objectives of the Retail Outlet VRS based Dispensing Unit is to collect vapour expelled from a vehicle tank
during refuelling at a fuel dispensing point and return the vapour to an underground product tank through a vapour
flow path. The numbers of the vendors may be more than one or as deem fit to the company, so as to achieve the
targeted numbers.

From the planning and control point of view planning, execution, implementation and QAQC certification,
training of RO staff would rest with the zonal and divisional engineering team of the company (NAYARA), who
would work with the support of the technical staff of vendor and operational staff of Retail Outlet Franchisee.

This is important to understand the facilities which will have an interface with the Vapour Recovery System at
some or other stage/activity while planning and executing. The facilities mentioned below are limited only with
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respect to the Vapour Recovery System activities, which might be helpful in execution or deciding the course
of action. However the NAYARA ENERGY LIMITED would recommend the vendors should have their own
assessments by site visits. The vendors shall supply the equipment’s which are compatible to the NAYARA
ENERGY LIMITED equipment’s and machinery at the site.

It is proposed that the vendors shall supply and deploy their work force to assess the actual quantities at sites.
However for the ease of understanding and quoting the item rates, the SOQs are made and enclosed as
Annexure B. The company would be free to assign the ROs to any vendor at its sole discretion.

A. Scope of Work:-

The brief scope of the work is defined as below-

1) NAYARA ENERGY LIMITED RESPONSIBITIES

NAYARA ENERGY LIMITED shall make available the sites to the bidder/vendors to carry out the job from
administrative point of view.

a. Providing site details and contact numbers of the concerned persons.

b. Intimation for supply and execution.
c. Timely Submission of required relevant documents such as PAN copy, GST copy,etc., with advance payment in
case of DODO ROs
d. Timely Submission of POs soft copies with all required RO site details etc ., for effective & speedy delivery of all
Stage 2 Inbuilt VRS Dispensing Unit at respective site without any held up
e. Receipt of all Stage 2 Inbuilt VRS Dispensing Unit at respective RO. Verification of Stage 2 Inbuilt VRS Dispensing
Unit as per Packing list for any damage or missing parts in received shipment.
f. For any damage / missing parts immediate intimation vendor for supplying material / needful actions.
g. Remarks to be mentioned on POD whether OK or Missing / damager parts for effective issue resolution by Vendor
h. Receipt & Safe Storage / keeping in custody at Safe place.
i. Necessary Civil Works for removal of paver block, WBM, Rubble soling etc for laying of pipeline.
j. External Pipeline work up to Vapour collection point as technically guided by the vendor & mutually agreed by Vendor
& Nayara Energy Limited for functional of Vapour recovery system. Civil /mechanical /electrical works including
supply & laying of MS / GI or HDPE pipeline for Vapour recovery / return from Dispensing Unit to Tanks.
k. Tank Manifold modification as technically guided vendor & mutually agreed by Vendor & Nayara Energy Limited for
functional of Vapour recovery system
l. Providing CVT as technically guided vendor & mutually agreed by Vendor & Nayara Energy Limited for functional of
Vapour recovery system. CVT and Stabiliser may be provided at the sole discretion of Nayara Energy depending
upon the voltage conditions
m. Installation of Dispenser on island is in Nayara Scope. However the connection of vapour piping & product piping of
dispensing unit with respective pipeline along with stamping & commissioning to shall be done by vendor. Required
resources such as crane, crews for the same shall be arranged by Nayara.
n. Supervision & verification of site readiness jobs like Vapour Pipeline, etc. (Site readiness works of Vapour line (MS
or GI or HDPE) from Dispensing Unit to Product tank for Vapour return piping system. And cabling from VR system
component(s) to Electrical panel if any shall be in the scope of NAYARA ENERGY LIMITED
o. Verification of Vapour pipes termination at the Dispensing Unit collection point (as per approved layout).
p. Check & ensure working and calibration of delivered material /equipment if required. /NAYARA ENERGY LIMITED
to provide necessary fuel for the Trial Runs.
q. Offer /nominate Pump Attendants for training for proper usage & upkeep of VRS.

B) VENDOR RESPONSIBILITIES

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a. Supply of Stage 2 Inbuilt VRS Dispensing Unit as mentioned in Technical Specifications etc., as required to
complete VRS system.

b. Timely & Safely Delivery of all Stage 2 Inbuilt VRS Dispensing Unit received at the Retail Outlets as per the
allocation provided to VENDOR.

c. Inspection of VRS based Dispensing Unit received at the Retail Outlets as per the allocation provided to VENDOR
(VRS packing should be opened in the presence of vendor’s representative).Vendor will notify NAYARA ENERGY
LIMITED’s concerned officer for any damage or missing items/parts.

d. Vendor will replace / issue for any damage or missing items/parts as per Vendor Invoice issued per RO.

e. Preparation of documents for Supply. Taking proof of delivery from Franchisee & Divisional Engineer for the
submitted material at respective RO

f. Taking approval from PESO, W&M, & follow latest circular & guidelines from statutory bodies such as Legal
metrology , NGT, CPCB etc., for making all Stage 2 Inbuilt VRS Dispensing Unit functional in all aspects without
affecting Nayara Energy Limited/ franchisee business.

g. Commissioning of in built VRS dispensing unit complete with connection of product and vapour piping from
Dispensing Unit to respective pipelines. However Nayara/Franchisee shall arrange all required resources such
as crane, crews for the same,
h. Testing and calibration of delivery of product and vapour within permissible limit as defined statutory bodies such
as W&M, CPCB, and NGT and in the contract. NAYARA ENERGY LIMITED to provide necessary fuel for the Trial
Runs.
i. Provide technical assistance with all required tools/equipment needed for calibration and sealing (As approved by
Legal Metrology) of VRS based Dispensing Unit.
j. Copies of all the valid approvals and certifications, in-principle approval from PESO(CCOE) & LM(W&M),
k. Energizing & Calibration the VRS based Dispensing Unit.
l. Programming of VRS based Dispensing Unit.
m. Training of Pump Attendants nominated by NAYARA ENERGY LIMITED for proper usage & Upkeep of DU with
inbuilt VRS.
n. All above points as mentioned in Scope of work & Deliverables from Vendor. Stage 2 Inbuilt VRS Dispensing Unit
material
 Vendor shall inform to Nayara HQ on daily basis through mail with desired format provided/approved by Nayara
on common email ID “ [email protected] for each Stage 2 Inbuilt VRS Dispensing Unit Supply
& commissioning and handing over of VR DU to RO after receiving PO for COCO/CODO/ PCODO & DODO
cases.

p. During Warranty Period: Any Spares required for maintenance is to be replaced free of cost

q. Vendor to provide the spare parts price list of all equipment quoted in Bid & Prices of all parts will be remain
unchanged during the period of contract.
r. All spares required for preventive / corrective maintenance including handing hardware & nozzle during warranty
period shall be in the scope of vendor. Nayara / Its franchisee shall responsible for only consumable if any.
s. Vendor to provide the Customer Care Toll Free Number & Email id on which Franchisee can log the complaint in
reference to Stage 2 Inbuilt VRS Dispensing Unit . Along with Escalation Matrix for Pan India to be provided with
complete details of concerned team with contact details email id , mobile no etc.,
t. Complaint logged to be attended/ resolved within 24- 48 hours of complaint logged date & time.
u. Documents from Vendor:
i Stage 2 Inbuilt VRS Dispensing Unit Manufacturer’s Quality Test certificates (Original copy)
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ii Stage 2 Inbuilt VRS Dispensing Unit Factory Acceptance Test Certificate.

iii Stage 2 Inbuilt VRS Dispensing Unit Type approval from PESO/ W&M(LM) /any other statutory/licensing
/standard & performance validation agency.
iv Stage 2 Inbuilt VRS Dispensing Unit Site Acceptance Test Certificate in reference to VRS latest NGT/ CPCB
norms & statutory agencies.
v Stage 2 Inbuilt VRS Dispensing Unit Manufacturer’s Guarantee / Warrantee certificates covering 24 months.
(Original copy)
vi Tax invoice

TECHNICAL SPECIFICATIONS:

A) STAGE 2 INBUILT VRS SUCTION TYPE DISPENSING UNIT – Pl refer Annexure 1 A

B) STAGE 2 INBUILT VRS PRESSURE TYPE DISPENSING UNIT – Pl refer Annexure 1 B

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ANNEXURES

ANNEXURE- A
PRICE BID
Part 1- Inbuilt VRS Dispensing Unit Rates
CODO rate for PAN India basis
Sl.
Item Basic Rate GST @ 28% Total Amount
No.
(A) (B) (C= A + B)

1 Suction Type VRS DU- Dual SD SD (ms/hsd)

2 Suction Type VRS DU- Dual SD SD (ms/ms)
3 Suction Type VRS DU- Dual SD HD (ms/HSD)
4 Suction Type VRS DU- MPD SD SD (ms/ms//ms/ms)
5 Suction Type VRS DU- MPD SD SD (ms/hsd//ms/hsd)
6 Suction Type VRS DU- MPD SD HD (ms/ms//HSD/HSD)
7 Pressure Type VRS DU- Dual SD SD (ms/hsd)
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8 Pressure Type VRS DU- Dual SD SD (ms/ms)

9 Pressure Type VRS DU- Dual SD HD (ms/HSD)
10 Pressure Type VRS DU- MPD SD SD (ms/ms//ms/ms)
11 Pressure Type VRS DU- MPD SD SD (ms/hsd//ms/hsd)
12 Pressure Type VRS DU- MPD SD SD (ms/ms//HSD/HSD)
Special Note:
i. Small Letters Denote – SD Standard Duty Nozzle & fittings & Large Letter
Denote – HD Heavy Duty Nozzle & Fittings
i.e : ms – Standard Duty Nozzle of Motor Spirit & HSD - Heavy Duty Nozzle of High Speed Diesel.
ii. All Dual DUs are Dual DU 224 model (2 Product 2 Nozzle & 4 Display)
iii. All MPD DUs are MPD DU 244 model (2 Product 4 Nozzle & 4 Display)

Part 2- State Wise Freight Rates

CODO rate for PAN India basis
Sl.
State Basic Rate GST @ 18% Total Amount
No.
(A) (B) (C= A + B)

1 Andhra Pradesh
2 Arunachal Pradesh
3 Assam
4 Bihar
5 Chhattisgarh
6 Goa
7 Gujarat
8 Haryana
9 Himachal Pradesh
10 Jharkhand
11 Karnataka
12 Kerala
13 Madhya Pradesh
14 Maharashtra
15 Manipur
16 Meghalaya
17 Mizoram
18 Nagaland
19 Odisha
20 Punjab
21 Rajasthan
22 Sikkim
23 Tamil Nadu
24 Telangana
25 Tripura
26 Uttar Pradesh
27 Uttarakhand
28 West Bengal
29 Chandigarh
30 Dadra & Nagar Haveli
31 Daman & Diu
32 Delhi
33 Jammu & Kashmir
34 Ladakh
35 Puducherry

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Note:

1. Vendor should follow all the latest circulars / guidelines by NGT ,CPCB, PESO & W&M department etc.,

2. The above rates quoted shall be on Ex-Work Basis. Transit Insurance is in the scope of Nayara Energy Limited.

3. Rates Quoted shall be inclusive of all basic cost of supply – Ex Works , Inclusive of packing , commissioning ,
assistance for statutory agencies in regard to VRS and W&M Stamping, training on basic operation & maintenance of
Inbuilt VRS Dispensing Unit to RO Staff & Handing over all relevant documents

4. Freight (Transportation) Charges state wise & GST applicable shall be quoted separately

5. The rates shall be inclusive of Warranty for 24 months from the date of commissioning OR 30 months from the date of
delivery whichever is earlier.

6. All others Term & Conditions will be as mentioned in the Tender document. Please go through the tender document
thoroughly before filling the rate. If the Price Bid Format is submitted by the Bidder, it will be construed/acknowledged
that all Terms & Conditions of Tender document are accepted by the Bidder.

ANNEXURE- B
TECHNO- COMMERCIAL BID - VENDOR INFORMATION & CHECKLIST
Sr Vendor Details Details as applicable / Enclosure no- Tick Mark for
No Mandatory information
given
(√) Mandatory
1 Vendor’s firm Name
2 Registered Office Address

3 Works Address/ Details of the Regional office /

State Offices

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4 Vendor's Owner Name

(Name of all Partners to be provided)

5 Vendor's Owner Mobile No.

(Contact numbers of all Partners to be provided)

6 Name of Key Person assigned to project

7 Contact details of Key Person assigned to project

8 E-mail id of Key Person assigned to project /

Owners also
9 Mobile No. of Key Person assigned to project
10 Establishment Year
11 Dedicated Spare Capacity for the company
(Monthly capacity- Supply & commissioning)
12 Number of Dedicated Office Staff for planning,
monitoring & coordinating
13 Number of field Staff for services.
14 Date of Registration with Nayara Energy Limited
15 Vendor Code, if already registered
16 Number of Stage 2 Inbuilt VRS Dispensing Unit
supplied for company
Number of Stage 2 Inbuilt VRS Dispensing Unit
Supplied for Nayara Energy Limited
FY. 2022-23
FY. 2021-22
FY. 2020-21
17 Number of Stage 2 Inbuilt VRS Dispensing Unit
Supplied for Other Oil Companies- Private / PSUs
in India
FY. 2022-23
FY. 2021-22
FY. 2020-21
Name of key clients for which Stage 2 Inbuilt VRS
Dispensing Unit supplied
18 List of key Clients
Clients 1
Clients 2
Clients 3
Clients 4
19 Any other documentation relevant
20 Pl enclose following details
Relevant Organogram ,Enclose copy
HSEQ policy
Any other relevant documents
21 Financial & Taxation Compliance
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a Complete vendor Profile ( Please submit

complete profile )
b PAN
c GST
d Firm registration certificate
e Audited balance sheet duly certified by CA &
turnover for last 3 years
(Please mention Value in Rs.)
FY. 2022-23
FY. 2021-22
FY. 2020-21
g Copies of PO recently received from PSUs/Other
Oil Companies with registration certificate with
these companies
FY. 2022-23
FY. 2021-22
FY. 2020-21
22 EMD
a EARNEST MONEY DEPOSIT (EMD) Amount
b EARNEST MONEY DEPOSIT (EMD) Bank &
Cheque details

Note: Please sign & seal each & every page of the tender/ bid document.

ANNEXURE – 1

DECLARATION BY THE BIDDER - (EXCLUSIONS & DEVIATION)

A) TECHNICAL:

REF OF TENDER
Sr. DOCUMENT
SUBJECT DEVIATION
No. PAGE CLAUSE
NO. NO.
1

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B) COMMERCIAL:

REF OF TENDER
Sr. DOCUMENT
SUBJECT DEVIATION
No. PAGE CLAUSE
NO. NO.
1

We ___________________________ (Name of The Bidder) hereby represent that we have gone through and understood
the Tender documents and that our bid has been prepared accordingly, in strict compliance with the requirements,
stipulated in the said Tender documents. We are submitting the Bid and its documents duly signed and stamped on each
page as a token of acceptance to the Terms & Conditions including Technical specifications & scope mentioned in Tender
document. We undertake that this Exclusion & Deviation document shall be deemed to form part of our bid.

Signature of Bidder: ________________________________

Name of Bidder : ________________________________

Company Seal : ________________________________

NOTE: The Declaration should be signed by the bidder’s representative who is signing the bid / tender documents

ANNEXURE -2

FORMAT OF "BANK GUARANTEE FOR SECURITY DEPOSIT"

NAYARA ENERGY LIMITED

Refinery Site,
39th Km Stone, Jamnagar - Okha Highway,
Ta. : Khambhalia, Dist.: Devbhumi Dwarka.
Gujarat - 361 305 (INDIA)

Re: SECURITY DEPOSIT in respect of

AGREEMENT No. ________________
SUBMITTED BY _______________________
DATED ______________________________

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GUARANTEE No. ______________ DATED ___________

This Guarantee is made this __________________ DAY OF _____________ 20 ____ BY

_____________________________________ (Bank Name), having its branch office at
______________________________________________________ (Bank Address), (hereinafter referred to as the
"GUARANTOR OR BANK" which expression shall unless repugnant to the context or meaning thereof include its
successors and permitted assigns) in favour of NAYARA ENERGY LIMITED, a public limited company, incorporated
under the Indian Companies Act, 1956 and having its registered office at Post Box No. 24, Khambhalia Post, District-
Devbhumi Dwarka, 361-005, Gujarat ,INDIA (hereinafter referred to as the PURCHASER which expression shall unless
repugnant to the context or meaning thereof include its successors and permitted assigns).

WHEREAS ___________________________________________________ (SUPPLIER's Name), a public limited

Company / private limited company/partnership/firm sole proprietor having its registered office at
_____________________________________ (SUPPLIER's address), (hereinafter referred to as "SUPPLIER" which
expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) having
accepted an AGREEMENT No. _________________ dated ______________ with PURCHASER (herein after called the
AGREEMENT for the supply of _____________________________________ for Nayara Energy Limited (PURCHASER).

AND WHEREAS under the terms of the said AGREEMENT and in accordance with the other conditions of AGREEMENT
"SUPPLIER" is required to provide PURCHASER with an irrevocable bank guarantee for INR 30, 00,000/- (INR Thirty
Lakhs only) as Security Deposit for due performance of the said Agreement/Contract.

AND WHEREAS the Guarantor at the request of "SUPPLIER" has agreed to give this irrevocable Guarantee.

NOW THEREFORE this Guarantee witnesses as follows:

1. In consideration of the aforesaid premises and in consideration of the faithful performance by "SUPPLIER" the
terms and conditions of the said AGREEMENT has to be guaranteed by the Bank, we, the Guarantor, hereby guarantee
that "SUPPLIER" will duly comply and faithfully perform all his obligation and his responsibility under the said AGREEMENT
failing which we, the Guarantor, do undertake to pay to PURCHASER immediately on written demand being made on us,
the Guarantor by the PURCHASER and without demur, dispute or objection of whatsoever nature and without recourse or
reference to "SUPPLIER" such amount or amounts as the Guarantor may be called upon to pay not exceeding in the
aggregate a sum of INR __________________ (INR ____________________________ only).

2. The Guarantor hereby guarantee to PURCHASER the due compliance and observance by "SUPPLIER" of the
Terms and Conditions of the AGREEMENT and the Guarantor hereby undertakes, that this Guarantee shall be kept valid
and binding on the Guarantor from the date of this Guarantee till _______________________ and shall not be terminable
by notice or any change in the constitution of the Bank/Guarantor or by any other reasons whatsoever and the liability as
the Guarantor hereunder shall not be impaired or discharged by any extension of the time or variations or alterations made,
given, conceded or agreed with or without The Guarantor's knowledge or consent by or between the parties to the said
AGREEMENT

3. We, the Guarantor, also agree that we shall not change the currency of this guarantee herein given or during the
period of its extension revoke the same even by giving notice to PURCHASER.

4. We, the Guarantor, will on simple written demand from PURCHASER pay to PURCHASER forthwith the said
amount of INR 30, 00,000/- (INR Thirty Lakhs only) without demur and without requiring PURCHASER to invoke any legal
remedy that may be available to them to compel the Guarantor to pay the same even if "SUPPLIER" considers such
demand of PURCHASER unjustified.

5. Notwithstanding anything to the contrary, PURCHASER's decision as to whether "SUPPLIER" has made any fault
or defaults and the amount to which PURCHASER is entitled by the reason thereof will be binding on us and we shall not
be entitled to ask PURCHASER to establish their claims under this Guarantee but, we, the Guarantor will pay the sum
forthwith without any objection.

6. The decision of PURCHASER that any sum has become payable shall be final and binding on the Guarantor.

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7. The Bank/Guarantor further agrees with PURCHASER that PURCHASER shall have the fullest liberty without the
consent of the Bank/Guarantor and without affecting in any way the obligations hereunder to amend any of the terms and
conditions of the said AGREEMENT from time to time or to postpone for any time or from time to time any of the powers
exercisable by PURCHASER against "SUPPLIER" and to forbear to enforce any of the terms and conditions relating to the
said AGREEMENT and the Bank/Guarantor shall not be relieved from its liability of reason of any failure or extension being
granted to "SUPPLIER" or through any forbearance, act or omission on the part of PURCHASER or any indulgence by
PURCHASER to "SUPPLIER" or any other matter or thing whatsoever which under the law relating to sureties would but
for this provisions have the effect of relieving or discharging the Guarantor.

8. In the event of cases of force majeure or in the event of recourse to arbitration / litigation according to the terms and
conditions of the Agreement, the validity period of our Guarantee shall be accordingly extended at the request of the
PURCHASER until the claims of the PURCHASER is finally settled.

9. This Guarantee shall be in addition to any other guarantee or security whatsoever that the PURCHASER may now
or any way have in relation to the SUPPLIER's obligations / liabilities under and/or in connection with the said AGREEMENT
and PURCHASER shall have full authority to take recourses or to enforce this Guarantee in preference to the other security
of securities at their sole discretion, and no failure on the part of PURCHASER shall have the effect of releasing the
Guarantor from his full liability hereunder.

10. This Guarantee shall not be determined or affected by the liquidation or winding up, dissolution or change of
constitution or insolvency of "SUPPLIER" or Guarantor but shall in all respects and for all purposes be binding and operative
until payment of all moneys payable to PURCHASER in terms thereof.

11. This Guarantee shall come into force from the date of This Guarantee and shall remain in full force till
_____________________ (Date) or any extensions thereof. This Guarantee shall continue and hold good until it is
released by PURCHASER on the application by "SUPPLIER" after completion of the period of the said AGREEMENT and
after "SUPPLIER" has discharged all its obligations under the said AGREEMENT and has produced a certificate from
PURCHASER of the due completion under the said AGREEMENT. We, the Guarantor further undertake to extend the
validity period of this Guarantee for any time or from time to time should it, in the opinion of PURCHASER/"SUPPLIER"
become necessary for such period as requested in writing by PURCHASER with a copy to "SUPPLIER".

12. In order to give full effect to this Guarantee herein contained PURCHASER shall be entitled to act as if we, the
Guarantor were your Principal Debtor in respect of all your claims against "SUPPLIER" hereby guaranteed by us as
aforesaid and we, the Guarantor hereby expressly waive all our rights of surety ship and other rights, if any, which are in
any way inconsistent with the above or any other provision of this Guarantee.

13. Any notice by way of request, demand or otherwise hereunder may be sent to by email or by post to the
Bank/Guarantor addressed as aforesaid and, if sent by post, it shall be deemed to have been given at the time when it
would be delivered in due course of post and in proving such notice it shall be sufficient to prove that the envelope
containing the notice was posted and a certificate signed by an officer of PURCHASER that the envelope was so posted
shall be conclusive. PURCHASER after the giving the notice, the BANK/ GURANTOR shall pay the amount directly to the
account of the PURCHASER without demanding the presentation of the Bank Guarantee.

14. The "SUPPLIER" shall bear the stamp duty in respect of this Guarantee.

15. Though this is a continuing Guarantee, our liability under this Guarantee is restricted to a sum of INR 30,00,000/-
(INR Thirty Lakhs only) and our Guarantee shall remain in force until or such extended period as may be required by
PURCHASER and unless a claim under the Guarantee is lodged with us within ______ months from the date of expiry of
the Guarantee, i.e. on or before ____________________ or such extended period as the case may be, all the
PURCHASER's rights under the said Guarantee shall be forfeited and we, the Guarantor shall be relieved and discharged
from all liability thereunder. The Purchaser can invoke the this Bank Guarantee multiple times, up to the amount underlying
in Bank Guarantee, without it being ceased to be effect after its single invocation. The Bank shall not be released from its
obligations to maintain the amount of shortfalls (upto the underlying guarantee amount) under this guarantee by
PURCHASER exercising any of its rights with reference to invocation of PBG.

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The Bank/Guarantor has under its constitution, power to give this Guarantee in your favor under our Memorandum and
Articles of Association and Mr./Mrs. __________________ who signed it on behalf of the BANK/Guarantor has the
authority to do so.

This Guarantee Shall be construed in accordance with and governed by the Laws of India and shall be subject to the
jurisdiction of the appropriate courts situated at Ahmedabad, Gujarat, India.

Dated this ______________________ day of ______________ 20

Signature of the authorized person for and on behalf of the BANK

NOTE: Bank Guarantee for Security Deposit to be furnished on non-judicial stamp paper of requisite value.

ANNEXURE -3

ORGANISATION DATA TO BE SUBMITTED BY BIDDER WITH TENDER.

NAME OF ORGANISATION

ADDRESS

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CONTACT PERSON

TELEPHONE NUMBERS

FAX NUMBERS

E-MAIL ADDRESS

CELL PHONE NUMBER

SEAL, SIGNATURE & NAME OF THE TENDERER

ANNEXURE - 4

DECLARATION NON BLACKLISTED / NON BANNED PARTY

WE CONFIRM THAT WE HAVE NOT BEEN BANNED OR DELISTED BY ANY GOVERNMENT OR QUASI
GOVERNMENT AGENCIES OR PSU’s.

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----------------------------------------------------------------------
SEAL, SIGNATURE & NAME OF THE TENDERER

ANNEXURE - 5

THIRD PARTIES / COUNTER PARTIES / TENDERER DECLARATION CONFIRMING THE ABSENCE / EXISTENCE
OF ANY CONFLICT OF INTEREST OR RELATIONSHIPS OR AFFLIATIONS*

Date:
To:
Chief Compliance & Risk Officer
Nayara Energy Limited

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Subject: Third Party / Counter Party / Tenderer Declaration confirming the absence / existence of any Conflict of Interest
or relationship or affiliations with Nayara Energy, or its Employees, or its Third party (ies) / Counterparty (ies).

Ref:

I, the undersigned………………………………………………………………….. representative of [full name of the

tenderer/contractor/ third party], (submitting a tender in respect of call for tenders’ reference number ---------------------) /
(entering into Contract)/(registering as Vendor / Vendor / Third Party), confirm:

 that I and _____________________(name of the third party) do** have / do not have any conflict of interest or
relationship or affiliation in connection to the contract/tender. A conflict of interest may arise in particular as a result
of economic interests, political or national affinities, family or emotional ties, or any other relevant connection or
shared interest; (** - please provide details separately).

 that I and _____________________(name of the third party) will inform the relevant Company Official or
Contracting Authority, without delay, of any situation constituting a conflict of interest or could give rise to a conflict
of interest;

 that I and ______________________(name of the third party) have not made, and will not to make, any offer of
any type whatsoever from which an advantage can be derived under the contract/tender / registration;

 that I and ______________________(name of the third party) have not granted, sought, attempted to obtain or
accepted and will not grant, seek, attempt to obtain, or accept any advantage, financial or in kind, to or from any
party whatsoever, constituting an illegal or corrupt practice, either directly or indirectly, as an incentive or reward
relating to the award of the contract/tender/registration;

 that I and ______________________(name of the third party) understand that the Company Executive(s) /
Committee(s) reserves the right to verify this information and that I am aware of the consequences which may
derive from any false declaration in respect of the information required by the awarding body as a condition of
participation in the contract/tender procedure / third party registration procedure.

Signed:
Name:

ANNEXURE - 6

ANTI-CORRUPTION CONFIRMATION (TO BE ISSUED IN THE LETTER HEAD OF THE THIRD PARTY)

I [INSERT NAME OF THE THIRD PARTY’S AUTHORISED REPRESENTATIVE], certify that:

1 I have the authority by virtue of_______________________ (Authorizing document) to make representation on behalf
of __________ (name of Third Party).
2 Neither I, nor anyone else at __________________ (name of third party) including all its agents, representatives, sub-
contractors and other personnel acting for or purporting to act on behalf of _________________(name of third party)
has offered, promised, paid, transferred or authorized the transfer of any money, gratification, any valuable thing without
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consideration or for inadequate consideration or anything of value, either directly or indirectly, to any government official
or commercial party in connection with our work for Nayara Energy Limited, which is in violation of Nayara Energy’s
Anti-corruption Policy.
3 Neither I, nor anyone else at __________________ (name of third party) have falsified, or inflated any invoice or
expense submitted to Nayara Energy Limited for any purpose.
4 I and __________________ (name of third party) have complied with all relevant anti-bribery laws and related
enactments in connection with our work for Nayara Energy Limited.
5 __________________ (name of third party) has recorded all business transactions with or on behalf of Nayara Energy
Limited accurately and fairly in the books and records of __________________ (name of third party).
6 __________________ (name of third party) has disclosed to Nayara Energy Limited, all the details if
_________________ (name of third party) has been subject to an investigation or been convicted of or pleaded guilty,
of an offense involving fraud or corruption, or has __________________ (name of third party) been listed by any
government agency as debarred, suspended, or proposed for suspension/debarment within the last two year period.
7 I and __________________ (name of third party) have read and understood the Nayara Energy’s Anti-corruption Policy
confirm compliance with the same in both letter and spirit.
8 I understand and agree that any false certification is grounds for Nayara Energy Limited to immediately terminate its
relationship with __________________ (name of third party) and cease all payments to __________________ (name
of third party) without any liability to Nayara Energy Limited.

_______________________
Name of the authorized representative
Title
Date

ANNEXURE -7

REFINERY INTEGRATED MANAGEMENT SYSTEM

Vendor / Contractor Registration Form
1. Corporate Information:

Name of Company :

Address :

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City : Postal Code :

State : Country :
Phone 1 Fax No.2 :
Phone 2 Email
:
Fax No. 1 Website :
Contact Person Name : Contact Person Designation :

Mobile No. :

2. General Information of Vendor / Service Provider:

1. Legal Entity (Proprietorship / LLP /

Co. etc.):

2. Group Entity (If Applicable) :

3. Value of Single Largest Order

Executed :

4. Key Portfolio (May Attach

Presentation) :

3. Vendor Type (Pl. tick in the box) : 4. Tax Type (Pl. tick in the box ) :

1. Public Sector Unit / Government Organization 1. GST Registered

2. Manufacturer 2. GST Non Registered
3. Contractor / Service Provider
4. Transporter / Freight Forwarder
5. Dealer / Trader
6. Importer
5. Industry Type ( Pl. tick in the box) :
1. Mechanical Material / Service Provider 9. NSIC Registered Supplier
10. Security Related - Material / Service
2. Catalyst Supplier
Provider
11. IT & Telecommunication Supplier /
3. Chemical Material / Service Provider
Service Provider
12. Structure Steel / Pipe / Pipe Fitting /
4. Instrumentation Material / Service Provider
Valve Supplier
13. Health, Safety, Fire & Environment. -
5. Electrical Material / Service Provider
Material / Service Provider
14. Laboratory Related - Material /
6.Import Vendor/Foreign Supplier
Service Provider
15. Heavy Equipment / Earth Moving
7. Civil Related Services / Material Supplier
Equipment - Service Provider
16. Other:
8. Consumable Supplier
Please Specify

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6. Bank Details

Name of Bank :

Branch Name & Code : Branch

Address :
City :
Postal Code :

State :
Country :

Account No. : Type of

Account :
IFSC Code :
MICR Code :

Type of Account : SWIFT

(Required
only for
Foreign
Vendor) :
Payable Location :
(This can be different
from City)
Note :-
a) Vendor to provide cancelled check mentioning name of the organization/account number along with above
bank details OR
b) Vendor to provide bank details in any other format covering all above details duly attested by bank.

Contact Person Name : Contact Person

Designation:
Mobile No. :

7. Taxation Details (Kindly submit the photocopies of above certificates)

GST
Vendor GSTIN No. : Registration
State :

PAN No. :

8. MSME Vendor :

MSME
MSME (UAM No. :) Issuing
Authority :
MSME Validity :

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Kindly submit MSME Registration Certificate, Udyog Aadhar Acknowledgement Certificate (UAM), UAM should
be available on www.udyogaadhaar.gov.in, In Case of UAM is not available on website, Nayara Energy Limited
will not consider MSME Certificate

9. Financial Particulars :

Last Year (A) A–1 A-2

Turnover :
Profit After tax :
Fixed Assets :
Current Assets :
Current Liabilities :

10. List of Major Customers :

Sr. No. Customer Description of Total Billing in Last
products supplied Financial Year (Rs.)
1
2
3
4
5

DOC No Rev No
RIMS/COMM/P&C/R003 1

11.Name of Director / Owner of Company :

Sr. No. Name of Owner / Director PAN Card Number Contact Details
1
2
3
4
5

12. Organisation Strength :

Managerial Staff :
Supervisory Staff :
Skilled Labour :
Unskilled Labour :

13. List of Manufacturing & Testing Facilities Owned, if applicable :

Sr. No. Manufacturing Location List of Material Testing Facility**

Manufacturing
1
2
3

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Note** - Vendor Shall Provide List of Equipment at Testing Facility.

14. List of Manufacturing Facilities owns, if applicable :

Sr. No. Description of Machine & Accuracy & Range No. of Machines
Make Installed

1
2
3
4

15. Quality System Particulars :

Yes / No
1. Is company ISO 9000/ ISO 14000 accredited : (If Yes, Enclose copy of certificates)

2. System for Customer Satisfaction Rating, Process Control, Control

Yes / No
of Non Conformities, Conformance to safety requirements exists :

( If Yes , Enclose a brief of the systems )

16. Declaration :

1. Any Company's (Owner / Director / Employee) Relative working with Nayara Energy Limited : Yes / No
(If Yes, Please provide below mentioned detail)

Sr. No. Name of Vendor's Relation with Name of Nayara Employee

(Owner / Director / Nayara
Employee) Employee
1
2
3
4

2. We hereby declare that we have not been Black Listed or placed on any holiday list by any of the Refineries or
any Large Sector Organization : Yes / No

If "No", Vendor Shall Provide List of Organization Where Company has been Blacklisted or Under Holiday List.

It is understood that if this declaration is found to be false in any particular respect, NAYARA ENERGY
LIMITED, shall have the right to reject my/our bid, and if the bid has resulted in a contract, the contract is
liable to be terminated.

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Signature and Seal of the Owner / Director / Employee

of the Company

Annexure – 8 (Affiliate Party Declaration)

Instruction to Bidder during RFP/Tender stage:-

Affiliated Party declaration -

By submitting this Bid Vendor hereby confirms that no/none of their affiliated party is bidding
for this RFP/Tender.

In case any Affiliate(s) is participating in this RFP/Tender then Bidder is required to declare as
belows along with the Technical Offer:

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Sr.No Name of the Affiliate party Relation

For the purpose of this RFQ/Tender/Contract “Affiliate” means any Person that directly or indirectly
through one or more of its intermediaries, controls or is controlled by or is under common control with
a Party. The term control (including the terms “controlled by” and “under common control with”) as
used in this definition, means the possession, direct or indirect, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of securities, by
contract or otherwise and includes where a Person owns more than 50% (fifty percent) of the voting
rights (whether by way of securities, partnership interest, under a shareholders agreement or otherwise)
held in another Person.

Annexure – 9 (Sub-Contractors List Declaration)

Instruction to Bidder during RFP/Tender stage:-

Any activity as mentioned in Bill of Quantity / Scope sub-letted or subcontracted by prime contractor
to any third party in part or in whole other than exclusions below shall mean “Sub-Contracting”.
Subcontracting shall not include –
1. Any ancilliary/support activities in connection with prime Contract(E.g. Packing & Forwarding,
Warehousing , transportation & logistics , delivery , Storage , distribution , security ,
administrative activities , courier , photocopying, accounting, loading , unloading , unpacking,
Insurance , travel , food , accommodation , entertainment ,custom clearance , any machinery, tools
& tackles etc).
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2. Any Contract manufacturing arrangement , raw materials , minor bought out items, integral
system components(e.g. chips, electronic circuits etc) ,technology back-up arrangement which
internally any prime Vendor/Contractor has with a third party.
3. Manpower augmentation activity for which prime contractor temporarily hires or engages
Independent Sub-Contractor (E.g. extra labour called up to complete a urgent job on temporary
basis , loading , unloading , unpacking, shifting etc).
4. Any ancillary activities carried out by prime contractor in relation with Govt Dept, statutory body
, Banks , Financial institutions.

SUB-CONTRACTING
1. The Bidder shall not sub-contract or subject the whole or any part of the work in any manner
to any third party.
2. In case sub-contracting of any major items of supply or services is proposed then the Bidder
shall declare the same and provide the Sub-Contractor details along with technical offer as clearly
mentioning the whole or any part of contract to be sub-contracted. Also the details of Sub-
Contractor to be provided along with submission of offer against RFP/Tender as belows.
Sr. Part of work proposed to be awarded to Sub- Proposed Sub-Contractors.
No. Contractor
1 Details of specific work 1.
2.
3.
---

3. Each sub-contractor shall be covered by the contract on the same basis as the Bidder, provided,
however, that the Bidder shall be and remain exclusively responsible to Nayara Energy Ltd
(“Company”), for which purposes the sub-contractor shall, vis-à-vis the Company, be deemed to be the
servant/agent of Bidder employed for the performance of the particular work with full responsibility on
Bidder for all acts, omissions and defaults of the sub-contractor.
4. If any sub-contractor engaged upon the work executes any work/supplies which in the opinion of the
Engineer-in-Charge(EIC) of the Company is not of the requisite standard (the opinion of the Engineer-
in-Charge being final in this behalf), then the Engineer-in-Charge may by written notice to the Bidder
require the Bidder to terminate such sub-contract, and the Bidder shall upon the receipt of such notice,
terminate such sub-contract at the risks and cost of the Bidder, and shall keep the Company indemnified
against the consequences.
5. The Bidder shall keep the Company indemnified from and against all personnel and third party claims
whatsoever (inclusive of all costs incurred between attorney and client) arising out of any act or omission
or intermission on part of any sub-contractor or agent, subagent, consultant, or employee of the Bidder
or any sub-contractor, whether committed, omitted or arising with or without the scope of the contract,
sub-contract, agency or employment, or otherwise.

Clause on SUB-CONTRACTING in Purchase Orders/Contract

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1. The Contractor shall not sub - contract the whole or any part of the work without prior written
consent of the Engineer in Charge (“EIC”) appointed by the Company. In case the sub-contractor
is blacklisted with the Company, the contractor shall not engage the proposed sub - contractor.
The contractor shall ensure that only competent and resourceful agencies with proven track record
and performance should be proposed for the work to be sub- contracted.

2. In case subcontracting of any major items of supply or services is proposed by Contractor

before execution of the work then the Contractor shall furnish the list of such sub-
contractors to the EIC along with particulars of the works to be performed by them.
Contractor shall engage such sub-contractors only after written consent by EIC.

3. Each sub - contractor shall be covered by all the Terms & Conditions of this work order on the
same basis as the Contractor, provided, however, that the Contractor shall be and remain
exclusively responsible to the Company, for which purposes the sub- contractor shall, vis -a vis
the Company, be deemed to be the servant/agent of Contractor employed for the performance of
the particular work with full responsibility on Contractor for all acts, omissions and defaults of
the sub - contractor.

4. If any sub - contractor engaged upon the work executes any work which in the opinion of the EIC
is not of the requisite standard, the EIC, by written notice to the Contractor require the Contractor
to terminate such sub- contractor, and the Contractor shall upon the receipt of such notice,
terminate such sub- contract within 7 days of receiving such notice, at the risks and cost of the
Contractor. The Service Provider agrees to keep the Company indemnified against all claims,
actions, damages, liabilities, expenses, losses and consequences as a result of any direct or indirect
actions of the subcontractors hired by the Service provider.

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