Section - Iii (Volume - I)

SECTION – III
(VOLUME - I)
GENERAL TERMS &

CONDITIONS OF CONTRACT
(GCC)
524060716.doc -1- Section-III-GCC

GENERAL TERMS & CONDITIONS OF CONTRACT
CONTENTS
C1. No. Description
A. INTRODUCTION
1.0 Definition of Terms

2.0 Application
3.0 Standards
4.0 Language and Measures
5.0 Contract Documents
6.0 Use of Contract Documents and Information
7.0 Construction of the Contract
8.0 Jurisdiction of Contract
9.0 Manner of Execution of Contract
10.0 Enforcement of Terms
11.0 Completion of Contract
B. GUARANTEES & LIABILITIES

12.0 Time-The Essence of Conti-act
13.0 Effectiveness of Contract
14.0 Penalty
15.0 Guarantee
16.0 Taxes, Permits &; Licensees
17.0 Replacement of Defective Parts and Materials
18.0 Patent Rights and Royalties
19.0 Defense of Suits,
20.0 Limitation of Liabilities
21.0 Engineer's Decision
22.0 Power to vary or omit Work
23.0 Assignment and sub letting of Contract
24.0 change of Quantity
25.0 Packing, forwarding and shipment
26.0 Cooperation with other Contractors and consulting Engineers
27.0 no waiver of rights
28.0 Certificate not to affect right of Owner and liability of
Contractor
29.0 Training of Owners Personnel
30.0 Progress Reports and Photographs
31.0 Taking Over
C. CONTRACT SECURITY AND PAYMENTS

32.0 Contract Performance Security/ Guarantee
33.0 Contract Price Adjustment
34.0 Payment
35.0 Deductions from Contract Price

D. SPARES
36.0 Spares
E. RISK DISTRIBUTION
37.0 Transfer of the Title
38.0 Insurance
39.0 Liability for Accidents and Damages
40.0 Delays by Owner or His Authorised Agents
41.0 Demurrage, Wharfage etc.
42.0 Force Majeure
43.0 Suspension of Work
44.0 Contractor's Default
45.0 Termination of Contract on Owner's initiative.
46,0 Frustration of Contract
47.0 Grafts and Commission etc.
F. RESOLUTION OF DISPUTES
48.0 Settlement of Disputes
49.0 Reconciliation of Accounts
50.0 Inspection and Tests
51.0 Consortium.
52.0 Notices

SECTION-III - GCC
GENERAL TERMS & CONDITIONS OF CONTRACT
A. INTRODUCTION
1.0 Definition of Terms:
1.1 ‘The Contract' means the Agreement entered into between Owner and
Contractor as per the Contract Agreement signed by the parties including all
attachments and appendices there to and all documents incorporated by reference
therein.
1.2 ‘Owner' shall mean the Karnataka Power Transmission Corporation Limited
(KPTCL) and shall include their Legal Representatives, Successors and Assigns.
1.3 a) 'Contractor' shall mean the Bidder whose Bid will be accepted by the Owner for
the Award of the Works and shall include such successful Bidder's Legal
Representatives, Successors and Permitted Assigns.
b) “Bidder”: Bidder shall mean Prime bidder or Lead bidder or Contractor or

Consortium partner or Joint venture partner or collaborator partner, as the case
may be.
1.4 ‘Sub- Contractor' shall mean the persons named in the contract for any part of
the works or any persons to whom any part of the contract has been sublet by the
Contractor with the consent in writing of the Owner and will include the legal
representatives, successors and permitted assigns of such persons.
1.5 'Engineer' shall mean the Officer appointed in writing by the Owner to act as
Engineer from time to time for the purposes of the Contract.
1.6 ‘Consulting Engineer’ shall mean any Firm or Persons duly appointed as such
from time to time by the Owner.
1.7 The terms ‘Equipments’ ‘Stores’ and ‘Materials’ shall mean and include
Equipment, Stores and Materials to be provided by the Contractor under the
Contract.
1.7.1 The terms ‘Owner Supplied Equipments/Materials’ shall mean and include
equipment/ materials to be provided by the Owner (KPTCL) under the contract.
1.8 ‘Works’ shall mean and include supplying of equipment/ material in the scope of
the Contractor and extending all services, as per the specifications and complete
erection, testing and putting into satisfactory operation (including Owner supplied
equipments/ materials) including all transportation, handling, unloading and
storage at the site as defined in the contract.

1.9 'Specifications' shall mean the specifications and bidding document forming a
part of the contract and such other schedules and drawings as may be mutually
agreed upon.
1.10 ‘Site' shall mean and include the Land and other places on, into or through which
the works and the related facilities are to be erected or installed and any adjacent
land, paths, street or reservoir which may be allocated or used by the Owner or
Contractor in the performance of the contract.
1.11 The term 'Contract Price' shall mean the lump-sum price comprised of Unit Price
quoted by the Contractor in his bid with additions and/or deletions as may be
agreed and incorporated in the letter of award/ letter of intent (as applicable), for
the entire scope of the works.
1.12 The term 'Equipment/Material Portion' of the Contract Price shall mean the Total
Value of the Equipments including Freight & Insurance with all types of
applicable Taxes such as CGST, SGST, IGST, UTGST, Duties, Cess if any, etc.
The Term ‘Erection Portion' of the Contract Price shall mean the Value of Field
Activities of the Works including Erection, Testing and Putting into Satisfactory
Operation including Successful Completion of Performance and Guarantee Tests
to be performed at Site by the Contractor including Cost of Insurances.
1.13 ‘Manufacturer's Works' or 'Contractor's Works', shall mean the place of

work used by the Contractor, their collaborators/ associate or sub-contractors for
the performance of the contract.
1.14 'Inspector' shall mean the Owner or any persons nominated by the Owner
from time to time, to inspect the equipment, stores or works under the contract
and/or the duly authorised representative of the Owner.
1.15 'Notice of Award of Contract'/'Letter of Award/ Letter of intent (as

applicable) ‘/'Fax of Award' shall mean the Official Notice issued by the Owner
notifying the Contractor that his bid has been accepted.
1.16 ‘Date of Contract' shall mean the date on which notice of award of contract/
letter of award/ letter of intent (as applicable) has been issued.
1.17 'Month' shall mean the calendar month. 'Day' or 'Days' unless herein otherwise
expressly defined shall mean calendar day or days of 24 hours each. ‘A Week'
shall mean continuous period of seven (7) days.
1.18 ‘Writing' shall include any manuscript, type written, computer generated or
printed statement, under or over signature and/or seal, as the case may be.
1.19 When the words 'Approved', Subject to Approval', Satisfactory', 'Equal to',
'Proper', 'Requested', 'As Directed', Where Directed', ‘When Directed',
'Determined by, 'Accepted', 'Permitted', or words and phrases of like

importance are used, the approval, judgment, direction etc is understood to be a
function of the Owner/Engineer.
1.20 ‘Test on Completion’ shall mean such tests as prescribed in the contract to be
performed by the Contractor before the work is taken over by the Owner.
1.21 'Start up' shall mean the time period required to bring the equipment covered
under the contract from an inactive condition, when construction is essentially
complete, to the state ready for trial operation. The start up period shall include
preliminary inspection and checkout of equipment and supporting sub-system,
initial operation of the complete equipment covered under the contract to obtain
necessary pre-trial operation data, perform calibration and corrective action, shut
down, inspection and adjustment prior to the trial operation period.
1.22 'Initial Operation' shall mean the first integral operation of the complete
equipment covered under the contract (including owner supplied) with the sub-
system and supporting equipment in service or available for service.
1.23 ‘Trial Operation', 'Reliability Test', ‘Trial Run', ‘Completion Test', shall
mean the extended period of time after the start up period. during this trial
operation period, the unit shall be operated over the full load range. The length of
trial operation shall be as determined by the engineer, unless otherwise specified
elsewhere in the contract.
1.24 'Performance and Guarantee Test 'shall mean all operational checks and tests
required to determine and demonstrate capacity, efficiency, and operating
characteristics as specified in the contract documents.
1.25 The term 'Final Acceptance/Taking Over' shall mean the Owner's written
acceptance of the works performed under the contract, after successful
commissioning/ completion of performance and guarantee tests, as specified in
the accompanying technical specification or other-wise agreed in the contract.
1.26 'Guarantee Period' / 'Maintenance Period' shall mean the period during which
the contractor shall remain liable for repair or replacement of any defective part of
the works performed under the contract.
1.27 'Latent Defects' shall mean such defects caused by faulty design, material or
workmanship which cannot be detected during inspection, testing etc. based on
the technology available for carrying out such tests.
1.28 'Drawing', 'Plans' shall mean all:
a) Drawings furnished by the Owner/ Consultant as a basis for bid/ proposals.

b) Supplementary drawings furnished by the Owner/ Consultant to clarify and to
define in greater detail the intent of the contract.
c) Drawings submitted by the contractor with his bid, provided such drawings are
acceptable to the Owner/ Consultant.

d) Drawings furnished by the Owner/ Consultant to the Contractor during the
progress of the work; and
e) Engineering data and drawings submitted by the contractor during the progress
of the work provided such drawings are acceptable to the Owner/Consultant.
1.29 'Codes' shall mean the following, but not limited to, including the latest
amendments, and/or replacements if any:
a. Indian Factory Act, 1948, and Rules and Regulations made

thereunder.
b. Indian Explosive Act, 1884, and Rules and Regulations made
thereunder.
c. Indian Petroleum Act, 1934, and Rules and Regulations made there
under.
d. A.S.M.E. Test Codes.
e. A.I.E.E. Test Codes.
f. American Society of Materials Testing Codes.
g. Standards of the Indian Standards Institution.
h. Other Internationally approved Standards and/or Rules and
Regulations touching the subject Matter of the Contract.
1.30 Words imparting the Singular only shall also include the Plural and vice-versa
where the context so requires.
1.31 Words imparting 'Persons' shall include Firms, Companies, Corporation and
Associations or Bodies of individuals, whether incorporated or not.
1.32 "Bidding Documents": Means Information & Instructions, General Conditions

of Contract, Special Conditions of Contract, Technical Specifications, Drawings
and other Annexures included in Sections IFB, ITB, GCC, SCC, TS, DRS, BPS.
1.33 "Tests on Completion": Means the Tests that are prescribed in the Bidding
Documents to be made before Materials are accepted by the Owner.
1.34 "Destination" : Means the location where the goods are specified to be
delivered and where they will be accepted by the Owner.
1.35 "Engineer": Engineer means The Chief Engineer, Elecy., Transmission Zone,
KPTCL, in whose jurisdiction these works are involved.
1.36 "Engineer's Representative: Mean,
1. Executive Engineers, Elecl.,

TLSS Division, Concerned Division.
2. Executive Engineers, Elecl.,

Major Works Division, Concerned Division.
OR
Any other Engineer who has been assigned with the Job.

1.37 "Commissioning: For electrical equipment shall mean charging the
transmission line at rated voltage after completion of erection, testing and
completion of pre-commissioning checks.
1.38 The Term ‘Services’ means services ancillary to the supply of goods such as port
clearance, transportation and insurance and any other incidental services, such as
civil, structural and architectural works, erection, testing and commissioning and
other such obligation of the contractor covered under the contract.
1.39 In addition to the above, the following definitions shall also apply:
a) 'All Equipment and Materials' to be supplied shall also mean 'Goods'.

b) 'Constructed' shall also mean 'Erected and Installed’.
c) 'Contract Performance Guarantee' shall also mean 'Contract Performance
Guarantee'.
1.40 Terms and Expressions not herein defined shall have the same meanings as are
assigned to them in the Sale of Goods Act (1930), Indian Contract Act (1872) and
General Clauses Act (1897) including Amendments thereof if any.
2.0 Application:
These general conditions shall apply to the extent that they are not superseded by
provisions in other parts of the contract.
3.0 Standards:
The goods supplied under this contract shall conform to the standards mentioned
in the technical specification, and, when no applicable standard is mentioned, to
the authoritative standard appropriate to the goods and such standards shall be the
latest issued by the concerned institution.
4.0 Language and Measures:

All documents pertaining to the contract including specification, schedules,
notices, correspondence, operating and maintenance instructions, drawings or any
other writing shall be written in english language. the metric system of
measurement shall be used exclusively in the contract.
5.0 Contract Documents:
5.1 The term contract documents shall mean and include the following which shall be
deemed to form an integral part of the Contract:
a) Invitation of bid including letter forwarding the bidding documents,

instructions to bidders, general terms and conditions of contract, special
conditions of contract, and all other documents included under volume-I.

b) Specifications of the equipment/ material to be furnished and erected under the
contract as brought out in the accompanying technical specifications and data
requirement sheets.
c) Contractor's bid proposal and the documents attached thereto including the
letters of clarifications thereto between the Contractor and the Owner prior to
the award of contract except to the extent of repugnancy.
d) All the materials, literature, data and information of any sort given by the
contractor along with his bid, subject to the approval of the Owner.
e) Letter of award/ letter of intent (as applicable) and any agreed variations of
the conditions of the documents and special terms and conditions of contract,
if any.
5.2 In the event of any conflict between the above mentioned documents, the matter
shall be referred to the engineer whose decision shall be considered as final and
binding upon the parties.
5.3 All the relevant information/ material furnished by the contractor such as
specifications of material/ equipment, design, literature, drawings or any other data
during the course of contract will become the property of the owner and owner will
have full rights to use the same elsewhere.
6.0 Use of Contract Documents and Information:
6.1 The Contractor shall not, without the Owner's prior written consent, disclose the
contract, or any provision thereof, or any specification, plan, drawing, pattern,
sample or information furnished by or on behalf of the Owner in connection
therewith, to any persons other than a person employed by the Contractor in the
performance of the contract. Disclosure to any such employed persons shall be made
in confidence and shall extend only so far, as may be necessary for purposes of such
performance.
6.2 The Contractor shall not, without the Owner's prior written consent, make use of any
document or information enumerated in various contract documents except for
purpose of performing the contract.
6.3 The Contractor shall not communicate or use in advertising, publicity, sales releases
or in any other medium, photographs or other reproduction of the works under this
contract, or descriptions of the site, dimensions, quantity, quality or other
information, concerning the works unless prior written permission has been obtained
from the Owner.
6.4 Any Document, other than the contract itself, enumerated in various contract
documents, shall remain the property of the Owner and shall be returned (in all
copies) to the Owner on completion of the contractor's performance under the
contract, if so required by the Owner.,
7.0 Construction of the Contract:

7.1 Not withstanding anything stated elsewhere in the Bid Documents, the Contract to
be entered into will be treated as a DIVISIBLE CONTRACT resulting into two
separate contracts, one for supply of goods, the second for erection covering the
Entire Scope of work..
All works contracts are normally ‘Divisible contracts’, wherein contract agreements
and DWA’s for each of the project towards supply, erection and civil portion of the
contract are executed and issued separately. Hence cross fall breach is envisaged in
such type of contracts wherein breach in any one of the contract say either in supply,
erection or civil would be treated as breach in remaining contracts also within the
project/work that has been awarded. However in the package system of tendering
where two or more projects/works are proposed to be clubbed for the sake of
convenience for expediting the processing of tenders, the cross fall breach if any, in a
particular project/work is proposed to be restricted to that project/work itself and is
not allowed to get extended to other projects/works which have been included in the
same enquiry and are awarded separately.
7.2 In case where the Owner hands over his Equipment/Material to the Contractor for
executing, then the Contractor shall at the time of taking delivery of the equipment/
dispatch documents be required to execute an Indemnity Bond in favour of the
Owner in the form acceptable to KPTCL for keeping the equipment/material in safe
custody and to utilise the same exclusively for the purposes of the said contract.
samples of proforma for the indemnity bond is enclosed as Annexure-VIII & IX.
8.0 Law Governing of Contract:
8.1 The Contract, shall in all respects be constructed and governed according to
Indian Laws
8.2 The Courts of Mangaluru shall have exclusive jurisdiction in all matters arising
under this Contract.
9.0 Manner of Execution of Contract:
9.1 The Contract, unless otherwise agreed to, shall be signed within 15 days of the
acceptance of the Letter of Award/ Letter of intent (as applicable), at the Office of
the Owner on a date and time to be mutually agreed to. The Contractor shall
provide for signing of the contract, performance guarantee in four copies,
appropriate power of attorney and other requisite materials. In case the contract is
to be signed beyond the stipulated time, the bid security submitted with the
proposal shall be extended accordingly.
9.2 The agreement shall be signed in four originals and the contractor shall be
provided with one signed original copy and the Owner will retain the rest.
9.3 The Contractor shall provide free of cost to the Owner, the engineering data,
drawings and descriptive materials submitted with the bid, in at least six (6)
copies to form a part of the contract immediately after issue of letter of award/
letter of intent (as applicable).
524060716.doc - 10 - Section-III-GCC
9.4 Subsequent to signing of the contract, the Contractor at his own cost shall
provide the Owner with at least Seven (07) true bounded copies of agreement
within fifteen (15) days after the signing of the contract.
10.0 Enforcement of terms:
10.1 The failure of either party to enforce at any time any of the provisions of this
contract or any rights in respect thereto or to exercise any option therein provided,
shall in no way be construed to be a waiver of such provisions, rights or options
or in any way to affect the validity of the contract. The exercise by either party of
any of its rights herein shall not preclude or prejudice either party from exercising
the same or any other right it may have under the Contract.
11.0 Completion of Contract:
11.1 Unless otherwise terminated under the provisions of any other relevant clause,
this contract shall be deemed to have been completed on the expiry of the
guarantee period as provided for under the clause 15.0 entitled ‘Guarantee' in
Section-III, Volume-I of GCC.
B. GUARANTEES & LIABILITIES
12.0 Time - the essence of Contract:
12.1 The time and the date of completion of the contract as stipulated in the contract by
the owner with or without modifications, if any, and so incorporated in the letter
of award/ letter of intent (as applicable), shall be deemed to be the essence of the
contract. The Contractor shall so organise his resources and perform his work as
to complete it not later than the date agreed to.
12.2 The Contractor shall submit a detailed Activity Chart acceptable to the owner,
within the time frame agreed, consisting of adequate number of activities covering
various key phases of the work such as design, drawings, procurement,
manufacturing, shipment, receiving of the owner supplied equipments (if any),
and field erection activities within fifteen (15) days of the date of notice of award
of contract. This network shall also indicate the interface facilities to be provided
by the Owner and the dates by which such facilities are needed. The Contractor
shall discuss the Chart so submitted with the Owner and the agreed Chart shall
form part of the contract documents. During the performance of the contract, if in
the opinion of the engineer, proper progress is not maintained, suitable changes
shall be made in the Contractor's operations to ensure proper progress without any
cost implication to the Owner. The interface facilities to be provided by the
Owner in accordance with the agreed Chart shall also be reviewed while
reviewing the progress of the Contract. The Activity Chart should be reviewed,
updated, once every month and submitted to engineer for approval
12.3 Based on the above-agreed Activity Chart, fortnightly reports shall be submitted
by the Contractor as directed by the Engineer.
12.4 Subsequent to the, finalization of the Chart, the Contractor shall make available
to the engineer a detailed manufacturing program, in line with the agreed contract
Activity Chart. Such manufacturing program shall be reviewed, updated and
submitted to the engineer once every two months thereafter.
12.5 The above Activity Chart/ Manufacturing Program shall be compatible with the
Owner’s Computer environment and furnished to the Owner on such media as
may be desired by the Owner.
13.0 Effectiveness of Contract:
The Contract shall be considered as having come into force from the date of the
Notification of Letter of Award/ letter of intent (as applicable) unless otherwise
provided in the Notification of Award.
14.0 Penalty:
14.1 For Equipment Portion (Excluding Spares):
If the Contractor fails to successfully complete the commissioning within the time
fixed under the contract, the Contractor shall pay to the Owner as Penalty, a sum
specified for each specified period of delay. The details of such penalty are
brought out in the accompanying special conditions of contract (scc). equipment
and materials will be deemed. to have been delivered only when all its
components, parts are also delivered. If certain components are not delivered in
time, the equipment and materials will be considered as delayed until such time
the missing parts are also delivered. The total amount of Penalty for delay under
the contract will be subject to a maximum 10% of the contract price.
14.2 For Spares: VOID.

15.0 Guarantee:
15.1 The Contractor shall Guarantee that the equipment supplied by him will be new,
unused and in accordance with the contract documents and free from defects in
material and workmanship for a period of 12 (twelve) Months commencing
immediately upon the satisfactory commissioning. The Contractor's liability shall
be limited to the replacement of any defective parts in the equipment of his own
manufacture or those of his sub-contractors, under normal use and arising solely
from faulty design, materials and/or workmanship provided always that such
defective parts are repairable at the site and are not in the meantime essential in
the commercial use of the equipment. Such replaced/ defective parts shall be
returned to the Contractor unless otherwise arranged. No repairs or replacement
shall normally be carried out by the engineer, when the equipment is under the
supervision of the Contractor's Supervisory Engineer.
15.2 In the event of any emergency where in the judgment of the Engineer, delay
would cause serious loss or damages, repairs or adjustment may be made by the
engineer or a third party chosen by the engineer without advance notice to the
contractor and the cost of such work shall be paid by the contractor. In the event
of such action being taken by the Engineer, the Contractor will be notified
promptly and he shall assist wherever possible in making necessary corrections.
This shall not relieve the Contractor of his liabilities under the Terms and
Conditions of the Contract.
15.3 If it, becomes necessary for the Contractor to replace or renew any defective
portions of the works, the provision of this clause shall apply to portion of the
works so replaced or renewed until the expiry of 12 (twelve) Months from the
date of such replacement or renewal. If any defects are not remedied within a
reasonable time, the Engineer may proceed to do the Work at the Contractor’s risk
and cost but without prejudice to any other rights, which the Owner may have
against the Contractor in respect of such defects.
15.4 The repaired or new parts will be furnished and erected free of cost by the
Contractor. If any repair is carried out on his behalf at the Site, the Contractor
shall bear the cost of such repairs.
15.5 The cost of any special or general overhaul rendered necessary during the
maintenance period due to defects in the equipment or defective work carried out
by the Contractor, the same shall be borne by the Contractor.
15.6 The acceptance of the Equipment by the Engineer shall in no way relieve the
Contractor of his obligations under this clause.
15.7 In case of those defective parts which are not repairable at Site but are essential
for the Commercial Operation of the Equipment, the Contractor and the Engineer
shall mutually agree to a program of replacement or renewal which will minimise
interruption to the maximum extent, in the Operation of the Equipment.
15.8 In respect of goods supplied by Vendor to the Contractor where a longer

guarantee (more than 12 months) is provided by such Vendor, the Owner shall be
entitled to the benefit of such longer guarantees.
15.9 The provisions contained in this clause will not be applicable:
a) If the Owner has not used the equipment according to generally approved
industrial practice and in accordance with the conditions of operation specified
and in accordance with operating manuals, if any.
b) In cases of normal wear and tear of the parts to be specifically mentioned by the
Contractor in the Offer.
16.0 Taxes, Permits & Licenses:
The Contractor shall be liable and pay all types of applicable Taxes such as
CGST, SGST, IGST, UTGST, Duties, Levies, Cess if any, lawfully assessed
against the Owner or the Contractor in pursuance of the Contract. In addition the
Contractor shall be responsible for Payment of all Indian Duties, Levies and all
Taxes, cess if any lawfully assessed against the Contractor for his Personal
Income and Property.
17.0 Replacement of Defective Parts and Materials:
17.1 If during the performance of the contract, the engineer shall decide and inform in
writing to the Contractor that the Contractor has manufactured any equipment,
material or part of equipment unsound and imperfect or has furnished any
equipment inferior to the quality specified, the Contractor on receiving details of
such defects or deficiencies shall at his own expense within seven (7) days of his
receiving the notice, or otherwise, within such time, as may be reasonably
necessary for making it good, proceed to alter, reconstruct or remove such work
and furnish fresh equipment/ materials up to the standards of the specifications. In
case the Contractor fails to do so, the Engineer may on giving the Contractor
seven (7) days notice in writing of his intentions to do so, proceed to remove the
portion of the works so complained of and at the cost of the Contractor perform
all such work or furnish such equipment/ material provided that nothing in this
clause shall be deemed to deprive the Owner of or affect any rights under the
contract which the Owner may otherwise have in respect of such defects and
deficiencies.
17.2 The Contractor's full and extreme liability under this clause shall be satisfied by
the payment to the Owner of the extra cost, of such replacement procured
including erection as provided for in the contract, such extra cost being the
ascertained difference between the price paid by the Owner for such replacements
and the contract price by portion for such defective equipment/ material/ works
and repayments of any sum paid by the Owner to the Contractor in respect of such
defective equipment/ material should the owner not so replace the defective
equipment/materials, the Contractor's extreme liability under this clause shall be
limited to repayment of all sums paid by the owner under the contract for such
defective equipment /materials.
18.0 Patent Right and Royalties:
Royalties and fees for patents covering materials, articles, apparatus, devices,
equipment or processes used in the works shall be deemed to have been included
in the contract price. The Contractor shall satisfy, all demands that may be made
at any time for such royalties or fees and he alone shall be liable for any damages
or claims for patent infringements and shall keep the Owner indemnified in that
regard. The Contractor shall, at his own cost and expense, defend all suits or
proceedings that may be instituted for alleged infringement of any patents
involved in the works, and, in case of an award of damages, the Contractor shall
pay for such award. In the event of any suit or other proceedings instituted against
the Owner, the same shall be defended at the cost and expense of Contractor who
shall also satisfy/comply with any decree, order or award made against the
Owner. But it shall be understood that no such machine, plant, work, material or
thing has been used by the Owner for any purpose or manner other than that for
which they have been furnished and installed by the Contractor and specified
under these specifications. Final payment to the Contractor by the Owner will not
be made while any such suit or claim remains unsettled. In the event any
apparatus or equipment, or any part thereof furnished by the Contractor, is in such
suit or proceedings held to constitute infringement, and its use is enjoined, the
Contractor shall at his option and at his own expense, either procure for the
Owner, the right to continue the use by Owner of said apparatus, equipment or
part thereof, replace it with non infringing apparatus or equipment or modify it, so
that it becomes non-infringing.
19.0 Defense of Suits:
If any action in Court is brought against the Owner or Engineer or an Officer or

agent of the Owner, for the failure, omission or neglect on the part of the
Contractor to perform any acts, matters, covenants or things under the contract, or
for damage or injury caused by the alleged omission or negligence on the part of
the Contractor, his agents, representatives or his sub-contractors, or in connection
with any claim based on lawful demands of sub-contractors, workmen, suppliers
or employees, the Contractor shall in all such cases indemnify and keep the
Owner, and the Engineer and/or his representative, harmless from all losses,
damages, expenses or decrees arising of such action.,
20.0 Limitation of Liabilities:
The final payment by the Owner in pursuance of the contract shall mean the
release of the Contractor from all his liabilities under the contract. Such final
payment shall be made only at the end of the guarantee/ warranty period, and till
such time as the contractual liabilities and responsibilities of the Contractor, shall
prevail. All other payments made under the contract shall be treated as on account
payments.
21.0 Engineer's Decision:
21.1 In respect of all matters which are left to the decision of the Engineer including
the granting or with-holding of the Certificates, the Engineer shall, if required to
do so by the Contractor, give in writing a decision thereon.
21.2 If, in the opinion of the Contractor, a decision made by the Engineer is not in
accordance with the meaning and intent of the contract, the Contractor may file
with the Engineer, within fifteen (15) days after receipt of the decision, a written
objection to the decision. Failure to file an objection within the allotted time will
be considered as an acceptance of the Engineer's decision and the decision shall
become final and binding.
21.3 It is the intent of the agreement that there shall be no delay in the execution of the
works and the decision of the Engineer as rendered shall be promptly observed.
22. 0 Power to Vary or Omit Work:
22.1 No alterations, additions, amendments, omissions, suspensions or variations of the
works (hereinafter referred to as ‘Variation’) under the contract as detailed in the
contract documents, shall be made by the Contractor except as directed in writing
by the Engineer, but the Engineer shall have full powers, subject to the provisions
hereinafter contained, from time to time, during the execution of the contract, to
issue notice in writing to instruct the Contractor to make such variation without
prejudice to the contract. The Contractor shall carry out such variation and be
bound by the same conditions as far as applicable as though the said variations
occurred in the contract documents. If any suggested variations would, in the
opinion of the Contractor, if carried out, prevent him from fulfilling any of his
obligations or guarantees under the contract, he shall notify the Engineer thereof
in writing and the Engineer shall decide forthwith whether or not, the same shall
be carried out and if the Engineer confirms his instructions, the Contractor's
obligations and guarantees shall be modified to such an extent as may be mutually
agreed to. Any difference in cost occasioned by any such variation shall be added
to, or reduced from the contract price as the case may be.
22.2 In the event of Engineer requiring any variation, a reasonable and proper notice
shall be given to the Contractor to enable him to work his arrangement
accordingly, and in cases where goods or materials are already prepared or any
design, drawings or pattern made or work done requires to be altered, a reasonable
and agreed sum in respect thereof shall be paid to the Contractor.
22.3 In any case in which the Contractor has received instructions from the Engineer as
to the requirement of carrying out the alterations or additions or substitute which
either then or later on, will, in the opinion of the Contractor, involve a Claim for
additional payment, the Contractor shall immediately and in no case later than
fifteen (15) days, after receipt of the instructions aforesaid and before carrying out
the instructions, advise the Engineer to that effect. But the Engineer shall not
become liable for the payment of any charges in respect of any such variations,
unless the instructions for the performance of the same shall be confirmed in
writing by the Engineer.
22.4 VOID.
22.5 In all the above cases, in the event of a disagreement as to the reasonableness of
the said sum, the decision of the Engineer shall prevail.
22.6 Not withstanding anything stated above in this clause, the Engineer shall have the
full power to instruct the Contractor, in writing, during the execution of the
contract to vary the quantities of the items or groups of items in accordance with
the provision of clause entitled 'Change of Quantity’ in clause 24 of Section GCC
of this volume - I. The Contractor shall carry out such variations and the contract
price shall be adjusted in accordance with clause 24 of section GCC.
23.0 Assignment and Sub-letting of Contract:
23.1 The Contractor may, after informing the Engineer and getting his written
approval, assign or sub-let the contract or any part thereof other than for raw
materials, for minor details or for any part of the plant for which makes are
identified in the contract. Suppliers of the equipment not identified in the contract
or any change in the identified suppliers shall be subjected to approval by the
Engineer. The experience list of equipment vendors under consideration by the
Contractor for this contract shall be furnished to the Engineer for approval prior to
procurement of all such items/equipments. Such assignment/sub-letting shall not
relieve the Contractor of any obligation, duty or responsibility under the contract.
any assignment as above, without prior written approval of Engineer, shall be
void.
23.2 For components/ equipment procured by the Contractor for the purposes of the
contract, after obtaining the written approval of the Owner, the Contractor's
purchase specifications and enquiries shall call for quality plans to be submitted
by the suppliers along with their proposals. The quality plans called for from the
vendors shall set out, during the various stages of manufacture and installation,
the quality practices and procedures followed by the vendor's quality control
organization, the relevant reference documents/ standard used, acceptance level,
inspection documentation raised, etc. Such quality plans of the successful vendors
shall be discussed and finalised in consultation with the Engineer and shall form a
part of the purchase order/contract between the Contractor and the Vendor.
Within 3 weeks of the release of the purchase orders/ contracts for such bought
out items/ components, a copy of the same without price details but together with
detailed purchase specifications, quality plans and delivery conditions shall be
furnished to the Engineer by the Contractor.
24.0 Change of Quantity:
24.1 In case of discrepancy in quantities indicated in the drawings and that specified in
price schedule, actual quantities indicated in price schedule to be followed while
quoting.
24.2 For Electrical and all other items:-

During the execution of the contract, the Owner reserves the right to increase the
quantities of items without any ceiling limit under the contract without any
change in unit rate or other terms and condition of the contract.
For Civil works: VOID.
For both Electrical and Civil Works:-

If unit rates or prices for any such changes are not available in the contract,
the pricing of any such changes shall be calculated in accordance with the
KPWD/KPTCL schedule of rates or data rates as the case may be, whichever
is lower without any ceiling limit.
Further, the Owner reserves the right to order excess quantity not exceeding
10% of the value of the total contract price with in one year after completion of
the contract and the Contractor shall supply the same, if ordered, at the same unit
rates of the contract. The Contractor shall make use of the materials available with
the Owner as and when the Contractor is asked to do so by the Owner and the cost
of those materials will not be paid to the Contractor.
24.3 The contract price shall accordingly be adjusted based on the unit rates available
in the contract for the change in quantities as above. The base unit rates, as
identified in the contract shall however remain constant during the currency of the
contract, except as provided for in clause 33.0 below..
25.0 Packing, Forwarding And Shipment:
25.1 The Contractor, wherever applicable, shall after proper painting, pack and crate
all equipment in such a manner as to protect them from deterioration and damage
during rail and road transportation to the site and storage at the site till the time of
erection. The Contractor shall be held responsible for all damages due to improper
packing.
25.2 The Contractor shall notify the Owner of the date of each shipment from his
works, and the expected date of arrival at the Site for the information of the
Owner.
25.3 The Contractor shall also give all shipping information concerning the weight,
size and content of each packing including any other information the Owner may
require.
25.4 The following documents shall be sent by registered post to the Owner within 3
days from the date of shipment, to enable the Owner to make progressive
payments to the Contractor.
Application for Payment in the Standard format of the Owner

(3 copies)
Packing list (6 copies)
Pre-dispatch clearance Certificate if any (3 copies)
Test Certificate, wherever applicable (3 copies)
Insurance Certificate (3 copies)
25.5 The Contractor shall prepare detailed packing list of all packages and containers,
bundles and loose material forming each and every consignment dispatched to
site. The Contractor shall further be responsible for making all necessary
arrangements for loading, unloading and other handling right from his works up
to the site and also till the, equipment is erected, tested and commissioned. He
shall be solely responsible for proper storage and safe custody of all equipment.
26.0 Co-Operation with other Contractors and Consulting Engineers:
The Contractor shall agree to cooperate with the Owner's other Contractors and
consulting engineers and freely exchange with them such technical information as
is necessary to obtain the most efficient and economical design and to avoid
unnecessary duplication of efforts. The Engineer shall be provided with three
copies of all correspondence addressed by the Contractor to other Contractors and
Consulting Engineers of the Owner in respect of such exchange of technical
information.
27.0 No Waiver of Rights:
Neither the inspection by the Owner or the Engineer or any of their officials,
employees, or agents, nor any order by the Owner or the Engineer for payment of
money or any payment for or acceptance of the whole or any part of the works by
the Owner or the Engineer, nor any extension of time, nor any possession taken
by the Engineer shall operate as a waiver of any provision of the contract, or of
any power herein reserved to the Owner or any right to damages herein provided
nor shall any waiver of any breach in the contract be held to be a waiver of any
other or subsequent breach.
28.0 Certificate not to affect right of Owner and liability of Contractor:
No interim payment certificate of the Engineer, nor any Sum paid on account by
the Owner, nor any extension of time for execution of the works granted by the
Engineer shall affect or prejudice the rights of the Owner against the Contractor
or relieve the Contractor of his obligation for the due performance of the contract,
or be interpreted as approval of the works done or of the equipment furnished and
no certificate shall create liability for the Owner to pay for alterations,
amendments, variations or additional works not ordered, in writing, by the
Engineer or discharge the liability of the Contractor for the payment of damages
whether due, ascertained, or certified or not or any Sum against the payment of
which he is bound to indemnify the Owner, nor shall any such certificate nor the
acceptance by him of any sum paid on account or otherwise affect or prejudice the
rights of Owner against the Contractor.
29.0 Training of Owner's Personnel:

29.1 VOID
29.2 VOID
29.3 VOID
30.0 Progress Reports and Photographs:
During various stages of the work in pursuance of the contract, the Contractor
shall at his own cost submit periodic progress reports as may be reasonably
required by the Engineer with such materials as, charts, net works, photographs,
test certificates, etc. Such progress reports shall be in the form and size as may be
required by the Engineer and shall be submitted in at least Three (3) copies.
31.0 Taking Over:
Upon successful completion of all the tests to be performed at site on
equipments/materials furnished by Owner/Contractor and erected by the
Contractor, the Engineer shall issue to the Contractor a taking over certificate as a
proof of the final acceptance of the equipment. Such certificate shall not
unreasonably be withheld nor will the Engineer delay the issuance thereof on
account of minor omissions or defects, which do not affect the commercial
operation and/or cause any serious risk to the equipment. Such certificate shall not
relieve the Contractor of any of his obligations which otherwise survive, by the
Terms and Conditions of the contract after issue of such certificate.
C. CONTRACT SECURITY AND PAYMENTS
32.0 Contract Performance Guarantee/ Guarantee:
32.1 As mentioned in clause 39.0, section-II, Instructions to Bidders (ITB) Volume-I,

the Successful Bidder to whom contract is awarded, shall furnish Contract
Performance Guarantee to the Owner within Fifteen (15) days of Owner's
notification of award of contract.
32.2 The Successful Bidder to whom the contract is awarded, shall be required to
furnish the contract performance guarantee in the form of a bank guarantee in
favour of the Owner as contract performance guarantee for faithful performance
of the contract in accordance with the Terms and Conditions specified in the
contract. The guarantee amount shall be equal to Ten percent (10%) of the contract
price and the guarantee shall be valid till expiry of 90 days after the end of the
warranty period, as referred to in clause 15.0, section-III, General Conditions of
Contract GCC, Volume-I.
32.3 The contract performance guarantee amount shall be unconditional and irrevocable
and the amount therein shall be payable to the Owner on demand without any
condition whatsoever.
32.4 The Contract Performance Guarantee shall additionally cover the following
Guarantees to the Owner.
a) The Contractor shall guarantee the successful and satisfactory operation of the
equipment supplied under the contract, as per the specifications and documents.
b) The Contractor shall furnish guarantee that the equipment provided by it/its
sub-vendors shall be free from all defects in design, material and workmanship
and that it shall, upon written Notice from the Owner, fully remedy, free of
expenses to the Owner, such defects as may develop under the normal use of the
said equipment within the period of guarantee / warranty specified in the relevant
Clause of Section-III, General Conditions of Contract GCC, Volume-I.
33.0 Contract Price Adjustment: The Prices shall be on FIRM BASIS.
34.0 Payment:
34.1 The payment to the contractor for the performance of the works under the contract
will be made by the Owner as per the guidelines and conditions specified herein
and as per the payment terms stipulated vide clause no. 8.0 of Section –V, Special
Conditions of Contract- SCC, Volume-I. All payment made during the contract
shall be on account payments only. The final payment will be made on
completion of all works and on fulfillment by the Contractor of all his liabilities
under the contract.
34.2 Currency of Payment
All Payments under the contract shall be in Indian Rupees only.
34.3 Payment Schedule:
The Contractor shall prepare and ‘Submit to the Engineer for approval a break up
of the contract price. This contract price break-up shall be inter-linked with the
agreed detailed activity Net work of the Contractor setting forth his starting and
completion dates for the various key phases of Works prepared as per condition in
Clause 12.0 of Section-III, General terms & Conditions-GCC, Volume-I. Any
payment under the contract shall be made only after the Contractor’s Price break-
up is approved by the Engineer.
34.4 Application for Payment:
The Contractor shall submit application for the payment in the prescribed
proforma of the Owner. Proforma forapplication for payment is enclosed as
Annexure-VI. Each of such application shall state the amount claimed and shall
set forth in detail, in the order of the payment schedule, particulars of the works
including the works executed at site and of the equipment shipped/brought on to
the site pursuant to the contract up to the date mentioned in the application and for
the period covered since the last preceding certificate, if any. Every interim
payment certificate shall certify the contract value of the works executed up to the
date mentioned in the application for the payment certificate provided that no sum
shall be included in any interim payment certificate in respect of the works that,
according to the decision of the engineer, does not comply with the contract, or
has been performed, at the date of certificate prematurely.
34. 5 Mode of Payment:
Payment due on dispatch of equipment shall be made by the Owner directly to the
Contractor as per the payment schedule. The payment of the advance, test charges
if any, price adjustment, any other supply payment, all applicable CGST, SGST,
IGST, UTGST, cess if any, duties (whenever admissible) inland transportation
(including port handling) and insurance in the erection portion of the works shall
be made directly to the Contractor by the Owner.
35.0 Deductions from Contract Price:
All costs, damages or expenses which the Owner may have paid, for which under
the contract the Contractor is liable, will be claimed by the Owner. All such
claims shall be billed by the Owner to the Contractor regularly as and when they
fall due. Such bills shall be supported by appropriate and certified vouchers or
explanations, to enable the Contractor to properly identify such claims. Such
claims shall be paid by the Contractor within thirty (30) days of the receipt of the
corresponding bills and if not paid by the Contractor within the said period, the
Owner may then deduct the amount ,from any monies due or becoming due by
him to the Contractor under the contract or may be recovered by actions of Law
or otherwise.,
D. SPARES
36.0 SPARES: VOID

E. RISK DISTRIBUTION
37.0 Transfer of the Title:
37.1 The title of Owner Supplied Equipments/Materials will be with KPTCL. These
equipments/materials will be handed over to the Contractor for erection, testing
and commissioning duly obtaining an indemnity bond in accordance with clause
11.2 of Section-V, Special Conditions of Contract-SCC, Volume-I. This
indemnity bond shall be furnished by the Contractor before commencement of the
supplies of Owner supplied equipments/materials and shall be valid till the
scheduled date of testing, commissioning and handing over of the work back to
the Engineer in accordance with Clause 9.0 of Section-V, Special Conditions of
Contract-SCC, Volume-I.
37.2 In order to enable the Contractor to carry out his obligation under the contract
such as receipt at site, storage, erection, testing, etc., the Owner shall hand over
(wherever applicable) the goods to the Contractor against an indemnity bond in
the format enclosed as Annexure- VIII & IX.
37.3 For Contractor Supplied Equipments/Materials :
37.3.1 Transfer of the title in respect of equipment and materials supplied by the
Contractor to the KPTCL pursuant to the terms of the contract shall pass on to the
KPTCL with negotiation of dispatch documents.
37.3.2 This transfer of title shall not be construed to mean the acceptance and the
consequent "Taking Over" of equipment and materials. The Contractor shall
continue to be responsible for the quality and performance of such equipment and
materials and for their compliance with the specifications until "Taking Over" and
the fulfillment of guarantee provisions of this Contract.
37.3.3 This transfer of title shall not relieve the contractor from the responsibility for all
risks of loss or damage to the equipment and materials as specified under the
clause entitled ‘insurance' of this section.
37.3.4 In order to enable the contractor to carry out its obligation under the contract such
as receipt at site, storage, erection, testing, etc., the owner shall hand over
(wherever applicable) the goods to the contractor against an Indemnity Bond in
the format enclosed as Annexure VIII & IX. The Contractor shall be fully
responsible for the safety of the goods while the same are under his custody as
above.
37.4 The Contractor shall be fully responsible for the safety of all the equipments/
materials while the same are under his custody as above until “Taking Over of
the replacement of damaged 400kV tower members” by the Owner in accordance
with Clause 9.0 of Section-V, Special Conditions of Contract-SCC, Volume-I.
38.0 Insurance:
38.1 The Contractor at his cost shall arrange, secure and maintain all insurance as may
be pertinent to the works and obligatory in terms of law to protect his interest and
interests of the Owner against all perils detailed herein. The form and the limit of
such insurance as defined herein together with the under-writer in each case shall
be acceptable to the Owner. However, irrespective of such acceptance, the
responsibility to maintain adequate insurance coverage at all time during the
period of contract shall be of Contractor alone. The Contractor's failure in this
regard shall not relieve him of any of his contractual responsibilities and
obligations. The Contractor shall, however, be authorized to deal directly with
insurance company or companies and shall be responsible in regard to
maintenance of all insurance covers. Further the insurance should be in freely
convertible currency.
38.2 Any loss or damage to the equipment during handling, transportation, storage,
erection, putting into satisfactory operation and all activities to be performed
till the successful completion of commissioning of the equipment shall be to the
account of the Contractor. The Contractor shall be responsible for preference of
all claims and make good the damages or loss by way of repairs and/or
replacement of the equipment, damaged or lost. The transfer to title shall not in
any way relieve the Contractor of the above responsibilities during the period of
contract. The Contractor shall provide the Owner with copies of all insurance
policies and documents taken out by him in pursuance of the contract. Such
copies of documents shall be submitted to the Owner immediately after such
Insurance coverage. The Contractor shall also inform the Owner in writing at least
thirty (30) Days in advance regarding the expiry /cancellation and/or change in
any of such Documents and ensure revalidation, renewal etc. as may be necessary
well in time.
38.3 The perils required to be covered under the insurance shall include, but not be
limited to fire and allied risks, miscellaneous accidents (Erection risks) Workman
compensation risks, loss or damage in transit, theft, pilferage, riot and strikes and
malicious damages, civil commotion, weather conditions, accidents of all kinds,
etc. The Scope of such insurance shall be adequate to cover the
replacement/reinstatement cost of the equipment for all risks up to and including
delivery of goods and other costs till the equipment is delivered at site. The
insurance polices to be taken should be on replacement value basis and/or
incorporating escalation clause. Notwithstanding the extent of insurance cover
and the amount of claim available from the underwriters, the Contractor shall be
liable to make good the full replacement/ rectification value of all
equipment/materials and to ensure their availability as per project requirements.
38.4 All costs on account of insurance liabilities covered under the contract will be on
Contactor's account and will be included in Contract Price. However, the Owner
may from time to time, during the pendency of the contract, ask the Contractor in
writing to limit the Insurance coverage, risks and in such a case, the parties to the
contract will agree for a mutual settlement, for reduction in contract price to the
extent of reduced premium amount. The Contractor, while arranging the insurance
shall ensure to obtain all discounts on premium that may be available for higher
volume or for reason of financing arrangement of the project.
38.5 The Clause entitled 'Insurance' under the Section-IV, Erection Conditions of
Contract-ECC, Volume-I covers the additional Insurance requirements for the
portion of the Works to be performed at the Site.
39.0 Liability for Accidents and Damages:
Under the contract, the Contractor shall be responsible for loss or damage to the
plant / structures until the successful completion of commissioning as defined else
where in the bid document.
40.0 Delays by Owner or his Authorised Agents:
40.1 In case the Contractor's performance is delayed due to any act of omission on the
part of the Owner or his authorised agents, then the Contractor shall be given due
extension of time for the completion of the works, to the extent such omission on
the part of the Owner has, caused delay, in the Contractor's Performance of the
Contract. Regarding reasonableness or otherwise of the extension of time, the
decision of the Engineer shall be final.
40.2 In addition, the Contractor shall be entitled to claim demonstrable and reasonable
compensation if such delays have resulted in any increase in cost. The Owner
shall examine the justification for such a request for claim and if satisfied, the
extent of compensation shall be mutually agreed depending upon the
circumstances at the time of such an occurrence.
41.0 Demurrage, Wharfage, Etc.
All demurrage, wharfage, and other expenses incurred due to delayed clearance of
the material or any other reason shall be to the account of the Contractor.
42.0 Force Majeure:
42.1 Force majeure is herein defined as any cause which is beyond the control of the
Contractor or the Owner as the case may be, which they could not foresee or with
a reasonable amount of diligence could not have foreseen and which substantially
affects the performance of the contract, such as:
a) Natural Phenomena, including but not limited to Floods, Droughts, Earthquakes

and Epidemics.
b) Acts of any Government, domestic or foreign, including but not limited to War,
declared or undeclared, Priorities, Guarantees, and Embargoes. Provided either
party shall, within fifteen (15) days from the occurrence of such a cause, notify
the other in writing of such causes.
42.2 The Contractor or the Owner shall not be liable for delays in performing his
obligations resulting from any Force Majeure cause as referred to and/or defined
above. The date of completion will subject to hereinafter provided, is extended by
a reasonable time even though such cause may occur after Contractor's
Performance of obligation has been delayed due to other causes.
42.3 Bankruptcy:
If the Contractor shall become bankrupt or otherwise insolvent or have a receiving

order made against him or compound with his creditors, or being a corporation,
commence to be wound up, not being a voluntary winding up for the purpose only
of amalgamation/ reconstruction, or carry on its business under a receiver for the
benefit of its creditors or any of them, the Owner will be at liberty:
a) To terminate the contract forthwith by notice in writing to the liquidator or
receiver or to any persons in whom the contract may become vested and to
act in the manner provide in Clause 44.0 infra titled 'Contractor's Default
Liabilities', as though the last mentioned notice has been the notice referred to
in such clause and the equipment materials and works have been taken out of
the Contractor's hands;
b) To give such liquidator, receiver, or other persons the option of carrying out
the contract subject to his providing a guarantee, for the due and faithful
performance of the contract, up to an amount, to be determined by the Owner.
43.0 Suspension of Work:

43.1 The Owner reserves the right to suspend and reinstate execution of the whole or
any part of the works without invalidating the provisions of the contract. Orders
for suspension or reinstatement of the works will be issued by the Engineer to the
Contractor in writing. The time for completion of the works will be extended for a
period equal to duration of the suspension.
43.2 Any necessary and demonstrable cost incurred by the Contractor as a result of
such suspension of the works will be paid by the Owner, provided such costs are
substantiated to the satisfaction of the Engineer. The Owner shall not be
responsible for any liabilities if suspension or delay is due to some default on the
part of the Contractor or his Sub- Contractor.
44.0 Contractor's Default
44.1 If the Contractor shall neglect to execute the works with due diligence and
expediency or shall refuse or neglect to comply with any reasonable Order given
to him, in writing by the Engineer in connection with the works or shall
contravene the provisions of the contract, the Owner may give notice in writing to
the Contractor to make good the failure / neglect or contravention complained of.
Should the Contractor fail to comply with the notice within thirty (30) days from
the date of serving the notice, then and in such case the Owner shall be at liberty
to employ other workmen and forthwith execute such part of the works as the
Contractor may have neglected to do or if the Owner shall think fit, without
prejudice to any other right he may have under the contract to take the work
wholly or in part out of the Contractor’s hands and re-contract with any other
persons or persons to complete the works or any part thereof and in that event the
Owner shall have free use of all Contractor’s equipment that may have been at the
time on the site in connection with the works without being responsible to the
Contractor for fair wear and tear thereof and to the exclusion of any right of the
Contractor over the same, and the Owner shall be entitled to retain and apply
balance which may otherwise be due on the Contract by him to the Contractor, or
such part of the works or of completing the works as the case may be. If the cost
of completing the works or executing a part there of as aforesaid shall exceed the
balance due to the Contractor, the Contractor shall pay such excess amount. Such
payment of excess amount shall be independent of the Penalty for delay, which
the Contractor shall have to pay if the completion of works is delayed.
44. 2 In addition, such action by the Owner as aforesaid shall not relieve the Contractor
of his liability to pay Penalty for delay in completion of works as defined in
Clause 14.0 of this Section.
44.3 Such action by the Owner as aforesaid the termination of the contract under this
clause shall not entitle the contractor to reduce the value of the contract
performance guarantee nor the time thereof. The contract performance guarantee
shall be valid for the full value and for the full period of the contract including
guarantee period.
45.0 Termination of Contract on Owner's Initiative
45.1 The Owner reserves the right to terminate the contract either in part or in full due
to reasons other than those mentioned under clause entitled contractor's default.
The Owner shall in such an event give fifteen (15) days notice in writing to the
Contractor of his decision to do so. The Contractor, upon receipt of such notice,
shall discontinue the work on the date and to the extent specified in the notice,
make all reasonable efforts to obtain cancellation of all orders and contracts to the
extent they are related to the work terminated and terms satisfactory to the
Owner. Stop all further Sub-Contracting or purchasing activity related to the work
terminated, and assist the Owner in maintenance, protection, and disposition of
the works acquired under the contract by the Owner.
45.2 In the event of such a termination the Contractor shall be paid the amount due to
him for the work already under taken. If the Contractor is an individual or a
proprietary concern and the individual or the proprietor dies and if the Contractor
is a partnership concern and one of the partners dies, then unless the Owner is
satisfied that the legal representatives of the individual Contractor or of the
proprietor of the propriety concern and in the case of partnership, the surviving
partners, are capable of carrying out and completing the contract, the Owner shall
be entitled to cancel the contract as to its incomplete part without being in any
way liable to payment of any compensation to the estate of deceased Contractor
and/or to the surviving partners of the Contractor's Firm on account of the
cancellation of the contract except the amount which has already become due and
payable. The decision of the Owner that the legal representatives of the deceased
Contractor or surviving partners of the Contractor, cannot carryover and complete
the contract, shall be final and binding on the parties. In the event of such
cancellation the Owner shall not hold the estate of the deceased Contractor and/or
the surviving partners of the Contractor’s firm liable to damages for not
completing the contract.
45.3 Delays in the Contractor's Performance:
Delay by the Contractor in the performance of his obligations under the contract
shall render the Contractor liable for any, or all of the following sanctions:
a. Forfeiture of his Performance Guarantee.

b. Imposition of Penalty and/or
c. Termination of Contract for default as detailed herein.
If, at any time during performance of the contract, the Contractor or his Sub-
Contractor(s) should encounter conditions impending timely delivery of the goods
and for performance of services, the Contractor shall promptly notify the Owner,
in writing, of the fact of the delay, its likely duration and its cause(s). Upon
receipt of the Contractor's request, the Owner shall evaluate the situation and may,
at his discretion, extend the time for performance, in which case the extension
shall be ratified by an amendment to notification of Award/Contract Agreement.
46.0 Frustration of Contract:
46. 1 In the event of frustration of the contract because of supervening impossibility in

terms of Section 56 of the Indian Contract Act, the parties shall be absolved of
their responsibility to perform the balance portion of the contract, subject to
provisions contained in sub-clause 46.3 below.
46.2 In the event of non-availability or suspension of funds for any reasons whatsoever
(except for reason of willful or flagrant breach by the Owner) and or Contractor
then the work under the contract shall be suspended. Further more, if the Owner is
unable to make satisfactory, alternative arrangements for financing to the
Contractor in accordance with the terms of the contract within three months of the
event, the parties hereto shall be relieved from carrying out further obligations
under the contract treating it as frustration of the contract.
46.3 In the events referred to in Sub-Clauses 46.1 and 46.2 above, the parties shall
mutually discuss to arrive at reasonable settlement on all issues including amounts
due to either party for the work already done on "Quantum Merit" basis that shall
be determined by mutual agreement between the parties.
47.0 Grafts and Commissions etc:
Any graft, commission, gift or advantage given, promised or offered by or on

behalf of' the Contractor or his Partner, Agent, Officers, Director, Employee or
Servant or any one on his or their behalf in relation to the obtaining or to the
execution of this or any other contract with the Owner, shall in addition to any
criminal liability which it may incur subject the Contractor to the cancellation of
this and all other Contracts and also to payment of any loss or damage to the
Owner resulting from any cancellation. The Owner shall then be entitled to
deduct the amount so payable from any money otherwise due to Contractor, under
the Contract
F. RESOLUTION OF DISPUTES
48.0 Settlement of disputes:

48.1 Any dispute(s) or difference(s) arising out of or in connection with the Contract
shall, to the extent possible, be settled amicably between the Parties.
48.2 If any dispute or difference of any kind whatsoever shall arise between the Owner
and the Contractor, arising out of the contract for the performance of the works
whether during the progress of the works or after its completion or whether before
or after the termination, abandonment or breach of the contract, it shall, in the first
place, be referred to and settled by the Engineer, who, within a period of thirty,
(30) days after being requested by either Party to do so, shall give written notice
of his decision to the Owner and the Contractor.
48.3 Save as hereinafter provided, such decision in respect of every matter so referred
shall be final and binding upon the parties until the completion of the works and
shall forthwith be given effect to by the contractor who shall proceed with the
works with all due diligence.
48. 4 During settlement of disputes and Court Proceedings, both parties shall be obliged
to carryout their respective obligations under the contract.
49.0 Reconciliation of Accounts:
The Contractor shall prepare and submit every six months, a statement covering
payments claimed and the payments received vis-a-vis the works executed, for
reconciliation of accounts with the Owner. The Contractor shall also prepare and
submit a detailed account of Owner issued materials received and utilised by him
for reconciliation purpose in a format to be discussed and finalized with the
Owner before the award of contract.
50.0 Inspection and Tests:
50.1 The Owner or his representative shall have the right to inspect and/or to test the
goods to confirm their conformity to the contract. The special conditions of
contract and/or the technical specifications shall specify the inspections and tests
the Owner requires to be done and the place where they are to be conducted. The
Owner shall notify the Supplier/Contractor in writing on the identity of any
representatives authorised for these purposes.
50.2 The inspection and tests may be conducted on premises of the Supplier/Contractor
or its Sub-Contractor at point of delivery and/or at the goods final destination.
When conducted on the premises of the Supplier/ Contractor/ his Sub-Contractor,
all reasonable facilities and assistance including access to drawings and
production data shall be furnished to the inspectors at no charge to the Owner.
50.3.1 Should any inspected or tested goods fail to conform to the specifications, the
Owner may reject them and the Supplier / Contractor shall either replace the
rejected goods or make all alterations necessary to meet specification requirements
free of cost to the Owner. Should the Contractor/ his Sub-Supplier fails to offer
materials/ equipment for inspection on the specified date or the materials fails
during the test, all the expenses incurred by, the Owner for subsequent inspections
should be borne by the Contractor.
50.3.2 The levy of re-inspection charges on the default firms when KPTCL Officers are
deputed for 2nd time for inspection of materials/equipment which were not ready
for inspection on first visit or materials rejected on first time as follows:
(a) Rs.15000/- per man, per day + applicable CGST, SGST, IGST, UTGST
prevailing/ applicable on the day of inspection + any other Tax as per
statutory requirement.
/PLUS/
(b) Actual To & Fro charges by Air/Train/Bus. (as the case may be)
50.4 The Owner's right to inspect, test and, where necessary, reject the goods after the
arrival of the goods shall in no way be limited or waived by reason of the goods
having previously been inspected, tested and passed by the Owner or his
representative prior to the goods transportation.
50.5 Nothing in Clause 50.1 to 50.4 shall, in any way, release the Supplier / Contractor
from any warranty or other obligations under this contract.
51.0 Consortium :
51.1 In case of Bids where the Bidder has Associated with Consortium partners and
establishes satisfactory fulfillment of the qualification requirements stipulated in
the bid documents based on the experience of such Consortium, then such
Consortium shall be, jointly and severally, bound with the Bidder and responsible
to the Owner for successful performance of the contract. Such document shall be
addressed to the Owner and shall be signed by such Consortium Partners. The
model format of the above document is enclosed as Annexure – XV for
Consortium
51.2 VOID.
52.0 Notices:
52.1 Any notice given by one party to the other, pursuant to contract, shall be sent in
writing by registered post with acknowledgement due or fax. Fax notice shall be
confirmed in writing to the address specified in the Contract and Superintending
Engineer Ele., of Transmission (W&M) Circle concerned.
52. 2 Notice(s) shall be deemed to have been duly and properly served upon the parties
hereto, if sent by any of the above-mentioned methods to the address mentioned
in the contract and Superintending Engineer Ele., of Transmission (W&M)
Circle concerned.
.
52.3 A notice shall be effective when issued by one of the above-mentioned means or
on the notice's effective date, whichever is later.

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Section - Iii (Volume - I)

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SECTION – III

GENERAL TERMS &

524060716.doc -1- Section-III-GCC

C1. No. Description

1.0 Definition of Terms

B. GUARANTEES & LIABILITIES

C. CONTRACT SECURITY AND PAYMENTS

524060716.doc -2- Section-III-GCC

524060716.doc -3- Section-III-GCC

GENERAL TERMS & CONDITIONS OF CONTRACT

1.0 Definition of Terms:

b) “Bidder”: Bidder shall mean Prime bidder or Lead bidder or Contractor or

524060716.doc -4- Section-III-GCC

1.13 ‘Manufacturer's Works' or 'Contractor's Works', shall mean the place of

1.15 'Notice of Award of Contract'/'Letter of Award/ Letter of intent (as

524060716.doc -5- Section-III-GCC

1.28 'Drawing', 'Plans' shall mean all:

a) Drawings furnished by the Owner/ Consultant as a basis for bid/ proposals.

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a. Indian Factory Act, 1948, and Rules and Regulations made

1.32 "Bidding Documents": Means Information & Instructions, General Conditions

1.36 "Engineer's Representative: Mean,

1. Executive Engineers, Elecl.,

2. Executive Engineers, Elecl.,

524060716.doc -7- Section-III-GCC

a) 'All Equipment and Materials' to be supplied shall also mean 'Goods'.

4.0 Language and Measures:

5.0 Contract Documents:

a) Invitation of bid including letter forwarding the bidding documents,

524060716.doc -8- Section-III-GCC

6.0 Use of Contract Documents and Information:

7.0 Construction of the Contract:

524060716.doc -9- Section-III-GCC

8.0 Law Governing of Contract:

9.0 Manner of Execution of Contract:

10.0 Enforcement of terms:

11.0 Completion of Contract:

B. GUARANTEES & LIABILITIES

12.0 Time - the essence of Contract:

13.0 Effectiveness of Contract:

14.2 For Spares: VOID.

15.8 In respect of goods supplied by Vendor to the Contractor where a longer

15.9 The provisions contained in this clause will not be applicable:

16.0 Taxes, Permits & Licenses:

17.0 Replacement of Defective Parts and Materials:

18.0 Patent Right and Royalties:

19.0 Defense of Suits:

If any action in Court is brought against the Owner or Engineer or an Officer or

20.0 Limitation of Liabilities:

21.0 Engineer's Decision:

23.0 Assignment and Sub-letting of Contract:

24.0 Change of Quantity:

24.2 For Electrical and all other items:-

For Civil works: VOID.

For both Electrical and Civil Works:-

25.0 Packing, Forwarding And Shipment:

Application for Payment in the Standard format of the Owner

26.0 Co-Operation with other Contractors and Consulting Engineers:

27.0 No Waiver of Rights: