VOLI-S6-Comr Cond-E&C

FICHTNER Consulting Engineers (India) Private Limited.
Subject Doc. No. Rev. Vol. / Sec.
EPC TENDER SPECIFICATION I / 6

FOR 1X 20 MW TPP AT 3040720001-ME-SPC-700-001 B Sheet No.
JAINTIA HILLS, MEGHALAYA
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SECTION - 6
COMMERCIAL CONDITIONS OF CONTRACT

(ERECTION, TESTING & COMMISSIONING)
FORMT9-P REV-B (MUM)
VOLI-S6-Comr Cond-E&C AAA / ELEC 07-07-2008


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SECTION –6

CONTENTS
CLAUSE NO. DESCRIPTION SHEET NO.
1.0 INTRODUCTION 3
2.0 SCOPE OF WORK 10
3.0 THE OWNER 11
4.0 THE OWNER’S REPRESENTATIVE 11
5.0 THE CONTRACTOR 13
6.0 DESIGN OF SITE FABRICATED ITEMS 21
7.0 STAFF AND LABOUR 23
8.0 WORK AND WORKMANSHIP 25
9.0 COMMENCEMENT, DELAYS AND SUSPENSION 27
10.0 PERFORMANCE TESTS 28
11.0 OWNER’S TAKING OVER 29
12.0 DEFECTS LIABILITY (WARRANTY) 30
13.0 TITLE 31
14.0 CONTRACT PRICE AND PAYMENT 31
15.0 VARIATIONS 34
16.0 DEFAULT OF CONTRACTOR AND OWNER 36
17.0 ACCIDENTS AND DAMAGE 38
18.0 LIMITATIONS OF LIABILITY 39
19.0 INSURANCE 39
20.0 FORCE MAJEURE 41
21.0 CLAIMS, DISPUTES AND ARBITRATION 43
22.0 GENERAL COVENANTS 44

APPENDIX - E 47
APPENDIX - F 48


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SECTION – 6

1.0 INTRODUCTION
Nilanchal Cement Pvt. Ltd, is setting up 1x 20 MW coal based Thermal Power Plant
(TPP) at Jaintia Hills, Meghalaya.
1.1 THE CONTRACT
1.1.1 Definitions
In the Contract (as defined below) the words and expressions defined below shall
have the meanings assigned to them, except where the context requires otherwise:
1.1.2 Documents
“Contract” means these Conditions of Contract (Volume – 1, Section 6 & 7) of this

EPC tender specification, the Owner’s Requirements i.e. EPC tender specification
(Doc.No.:3040720001-ME-SPC-700-001) the Contract Agreement and such further
documents as may be expressly incorporated in the Contract Agreement.
“Owner’s Requirements” means the description of the scope of work, Technical

Specifications, design criteria (if any) and programme of Work as issued by the Owner
under the Technical specification documents and drawings and included in the
contract, and any Variations thereto.
“Appendix to contract” means the completed appendix comprised in the contract.
“Contract Agreement” means the contract agreement (if any) referred to in Sub-
Clause 1.5.
1.1.3 Persons
“Owner” or “owner” means the person/persons, organisation named as such in the

Appendix E & F of Section – 6 of Volume – 1 to contract and the legal successors in
title to such person, but not (except with the consent of the Contractor) any assignee
of such person.
“Contractor” means the person/persons, organisation whose offer for erection, testing
and commissioning has been accepted by the Owner and the legal successors in title
to such person, but not (except with the consent of the Owner) any assignee of such
person.
“Owner’s Representative” means the person appointed by the Owner to act as

Owner’s Representative for the purposes of the Contract and named as such in the
Appendix E& F of Section –6, Volume –1 to contract, or other person appointed from
time to time by the Owner and notified as such to the Contractor.


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“Subcontractor” means any person named in the Contract as a subcontractor, for a

part of the Works or any person to whom a part of the Works has been subcontracted
in accordance with Sub-Clause 5.5, and the legal successors in title to such person,
but not any assignee of such person.
1.1.4 Dates, Times and Periods

“Zero date / date of Commencement” means the date (date of Letter of Intent) on
which the Contractor receives the notice to commence issued by the Owner / Owner’s
Representative under Sub-Clause 9.1 and as stated in Appendix E & F of this section.
“Time for Completion” means the successful commissioning of the supplied
equipment / systems. The commissioning period shall be as stated in Appendix E & F
of this section calculated from the date of commencement.
“Contract Period” means the period from the Date of Commencement to the date on
which the whole of the supplied items has been taken over by Owner on successful
commissioning.
“Day” means a calendar day, month means 30 days and “year” means 365 days.
1.1.5 Commissioning, Performance Tests and Completion Test

“Commissioning” means “Commissioning of Thermal Power Plant in Synchronisation
with Grid / Existing TPP/ DG set and also in isolation mode for a total period of 72
hours (duration of each mode shall be decided by the Owner) of continuous run at
MCR / available load with operation of all system / equipment including stand-by
equipment, pollution control equipment etc. from CCR through DCS with all the
interlocks and protection system in place, in auto and group mode at rated capacity
with all parameters in normal range i.e. well below alarm limits and all critical
parameters shall be as per design. All stand-by equipment shall be ready in stand-by
mode. But the plant should run with single line equipment and stand-by equipment
shall not be running parallel during Commissioning. All parameters such as
temperatures, vibration etc. for all equipment and all process parameters for all
systems shall be well below alarm limit i.e within good limit as per original equipment
manufacturer’s recommendation during commissioning and thereafter”.
Under the commissioning “Load throw off performance test shall be carried out when
unit is running on full load at 50Hz frequency
Before the system declared commissioned, a certificate of commissioning shall

be submitted from OEM for the following system/equipments:
a) HT Motors
b) Transformers
c) Generator
d) Steam turbine & auxiliaries

e) Steam generator (Boiler) and auxiliaries
f) Instrument air and service air compressors


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g) Boiler Fans
h) Ash Handling Plant and Ash handling compressors
i) Fuel and Bed Material handling plant
j) DCS & analysers
k) Boiler Feed pump
l) Water Treatment Plant
m) Water system
n) EOT crane
o) Auxiliary Cooling Water system
p) Fire fighting system
q) Switchyard
“Performance Tests means the tests specified in the Contract and designated as such
to verify that the equipment of various systems supplied to fulfil the performance
requirements of the Contract. Performance test shall be conducted after 3 months of
stabilisation period. Stabilisation period shall be 3 months from the date of
commissioning (Refer Appendix – F of this specification).
“Reliability Run” means “15 days continuous operation of thermal power plant after
commissioning, with maximum 2 minor interruptions of total 4 hours duration (not
attributed to customer) in Synchronisation with Grid / DG set and in isolation mode
(duration of each mode shall be decided by the owner) at MCR / available load with
operation of all system / equipment including stand-by equipment, pollution control
equipment etc. from CCR through DCS with all the interlocks and protection system in
place, operation in auto and group mode at rated capacity with all parameters in
normal range i.e. well below alarm limit and all critical parameters shall be as per
design. All stand-by equipment shall be ready in stand-by mode. But the plant should
run with single line equipment and stand-by equipment shall not be running parallel
during reliability run and thereafter”.
“Completion Tests” or “Test on Completion” are to determine that the installation of
equipment, meets (a) the Specifications, (b) applicable codes and industrial and
building standards, (c) quality of work to all of which Contractor shall so certify.
Completion Tests shall include inspection and testing of mechanical and process
equipment, electrical installations, and other equipment of power plant. It shall also
consist of Reliability Run of the plant as above.
“Taking-Over Certificate” means a certificate issued under Clause 12.0 and 6.6.
1.1.6 Money and Payments
“Contract Price” means the sum stated in the Section 7 of Volume –I of EPC tender
specification as payable to the Contractor for the execution and completion of the
Works and the remedying of any defects in accordance with the provisions of the
Contract.
“Local Currency” means the currency of India.


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“Provisional Sum” means a sum (if any) specified in the Contract and designated as
such, for the execution of any part of the Works or for the services.
“Cost” means all expenditure relating to this contract properly incurred (or to be
incurred) by the Contractor, whether on or off the Site, including overhead and similar
charges, but does not include profit.
1.1.7 Other Definitions
“Engineering Documents” means all drawings, calculations, computer software

(programs), samples, patterns, models, operation and maintenance manuals, and
other manuals and information of a similar nature, given by Owner for complying in
fabrication and erection and those submitted by the Contractor related to fabrication
and erection and approved by the Owner/Owner’s Representative.
“Variation” means any alteration and/or modification to the Works, which is instructed
by the Owner/Owner’s Representative or approved as a variation by the
Owner/Owner’s Representative, in accordance with Clause 15.0.
“Work, or Installations” means work to be done by the Contractor under the Contract,
in particular, the whole of the undertakings to be performed by the Contractor for the
erection, testing and commissioning of the equipment and system in its entirety
including: stage inspection; expediting; administration; supervision; proper storage;
construction services and management; consultations; equipment to be installed in
the Work; labour; erection, testing and commissioning tools and equipment;
chemicals, lubricants and other consumables; temporary and permanent utilities;
supplies; storage; temporary buildings and facilities; transportation including, without
limitation, hauling, unloading and handling at, to and from the Site or other place(s) of
Work and cleaning of the site; installation of software programmes for boiler, turbine,
electrical system, C&I, plant performance and reliability; all auxiliary utilities like
frontline loader, mobile cranes, tippler as required to be installed, commissioned and
performance tested.
“Temporary Works” means all temporary works of every kind (other than Contractor’s
Equipment) required for the execution and completion of the Works and the
remedying of any defects.
“Equal”, “or Equal” or “Equivalent” Whenever work or installation to be carried out by

Contractor are designated within this Contract by trade names, catalogue numbers,
etc., such designation is intended to establish a standard. When such designations
are qualified by the words “equal”, “or equal”, or “equivalent”, other works or
installation which meet the established standard may be used, provided that their
equivalency has been demonstrated by the Contractor to the satisfaction of Owner,
and that written consent for use has been obtained by the Contractor from Owner.
“Contractor’s Equipment” means all machinery, apparatus and other things (other
than Temporary Works) required for the execution and completion of the Works and
the remedying of any defects, but does not include work, or other things intended to
form part of the Permanent Works.
“Site” means the place where owner proposes to set up power plant.


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“Country” means the country in which the Works are to be executed (i.e.) India.
1.2 Notices
Any formal Notices to be given either to the Owner or Contractor under the Contract
(as opposed to routine and normal works performance communications) shall be
served by sending the same through registered post, telex, cable or facsimile
transmission (followed by a hard copy) or reputed courier or express service or by
delivering personally the same at the respective addresses nominated / any or other
address as the party shall nominate for that purpose. Any Notice sent by telex, cable
or facsimile transmission shall be deemed to have been served when received (or
after 48 hours of transmission). A Notice sent by post or courier shall be deemed to
have been served when received by addressee.
If to Owner:
Attention : Project Leader of Owner.

Copies to : To all agencies as decided in first liaison
meeting.
If to Contractor:
Attention : Project Leader of Contractor at site

Copies to : To all agencies as decided in first liaison
meeting.
1.3 Interpretation
Words importing persons or parties shall include firms and corporations and any
organisation having legal capacity. Words importing the singular also include the
plural and vice versa where the context requires. Words importing one gender also
include other genders.
Contractor shall acknowledge that he has received, read, and fully familiar with and
understands the Contract. It shall be Contractor’s responsibility to notify Owner
without delay of any omissions, errors or discrepancies that Contractor may discover
in the Contract and the Contractor shall not be relieved of his obligation and liabilities
hereunder for failure to discover any such omission, error or discrepancy through the
lack of reasonable diligence.
1.4 Law and Language
The law of the Contract is Indian Laws.

Where versions of the Contract are prepared in different languages, the version,
which is in the ruling language named in the Appendix E & F of this section, shall
prevail. The language for day to day communications shall be as stated in the
Appendix E & F of this section.


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1.5 Contract Agreement
Either party shall, if requested by the other party, execute a Contract Agreement, as
may be necessary to record the Contract.
1.6 Priority of Documents
The documents forming the Contract are to be taken as mutually explanatory of one
another. If there is an ambiguity or discrepancy in the documents, the Owner/Owner’s
Representative shall issue any necessary clarification or instruction to the Contractor,
and the priority of the documents shall be as follows:
(a) Letter of intent issued by Owner (zero date / date of commencement) and the
Letter of Acceptance by Contractor.
(b) The Contract Agreement;
(c) The commercial conditions of Contract (Section 6 & 7 of Volume – I of EPC

tender specification);
(d) Scope of work and specifications given in the contract document and drawings,
1.7 Documents on Site
The Contractor shall keep on the Site one complete set of the documents forming the
Contract, the Engineering Documents, Variations, Communications given or issued
under Sub-Clause 1.8 and the documents mentioned in Sub-Clause 6.4. The Owner,
the Owner’s Representative, and all persons authorised by either of them shall have
the right to use such documents at all reasonable times.
1.8 Communications
Wherever provision is made for the giving or issue of any notice, instruction, consent,
approval, certificate or determination by any person, unless otherwise specified such
communication shall be in writing and shall not be unreasonably withheld or delayed.
Wherever provision is made for a communication to be “written” or “in writing”, this

means any hand-written, typewritten or printed communication, including the agreed
systems of electronic transmission stated in the Appendix E & F of this section.
All certificates, notices or written orders to be given to the Contractor by the Owner or
the Owner’s Representative, and all notices to be given to the Owner or to the
Owner’s Representative by the Contractor, shall either be delivered by hand against
written acknowledgement of receipt, or be sent by airmail or one of the agreed
systems of electronic transmission. the addresses for the receipt of such
communications shall be as stated in the Appendix E & F of this section.


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1.9 Provision of Engineering Documents
The Engineering and erection documents shall be in the custody and care of the
Contractor. The Contractor shall provide a sufficient number of copies for the use of
the Owner/Owner’s Representative, or as specified in the Owner’s Requirements.
1.10 Contractor’s Use of Owner’s Documents
Copyright in the Owner’s Requirements and other documents issued by the Owner or
the Owner/Owner’s Representative to the Contractor shall (as between the parties)
remain the property of the Owner. the Contractor may, at his cost, copy, use and
communicate any such documents for the purposes of the Contract. They shall not,
without the Owner’s consent, be used, copied or communicated to a third party by the
Contractor.
1.11 Confidentiality and Nondisclosure
Confidential Information and Non Disclosure: Owner has engaged Contractor and
Contractor has accepted this engagement for the purpose of performing the Work
subject to confidentiality obligations set forth below. Owner and Contractor have or
will disclose to each other certain confidential and/or proprietary information and trade
secrets (“Confidential Information”) of each and of their parents, subsidiaries or
affiliate companies.
As used herein, Confidential Information means information now or hereafter owned

by, or otherwise within the possession or control of Owner including, without limitation,
patented and unpatented inventions, business and trade secrets, know-how,
techniques, data, specifications, as-built drawings, blueprints, flow sheets,
engineering information, construction information, operation criteria and other tangible
and intangible information related to the equipment / material. Both parties agree that
they will not use the Confidential Information of the either party for any purpose other
than the Work.
Except for employees of each described below, Contractor will not at any time without
the prior written consent of Owner publish, disclose or otherwise disseminate,
duplicate or use, directly or indirectly, Confidential Information to or for the benefit of
any third party whether or not it relates to a process, product, equipment or apparatus
embodied therein.
The foregoing shall not apply to knowledge or information which (a) at the time of
disclosure is already in the public domain or public knowledge; (b) after disclosure,
becomes part of the public domain or public knowledge by publication or otherwise,
except by breach of this Contract by Contractor; (c) Contractor can establish by
reasonable competent written proof that it was in its possession at the time of
disclosure and was not acquired, directly or indirectly, from Owner.
Subcontractors, Vendors and Employees: The Contractor shall disclose

Confidential Information only to those subcontractors, vendors and employees of

Contractor directly involved in the Works on a need to know basis and shall be
responsible to see that such subcontractors, vendors and employees observe the
requirements of this Clause.


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Ownership and Disposition: All drawings, specifications, blueprints, calculations,

data, reports and other documents, as well as information, improvements in
connection with the Work prepared by and supplied to Contractor by Owner or vice
versa shall be deemed Confidential Information. No right or license is granted
respecting the use of Confidential Information. Title thereto and all intellectual
property rights therein shall be with owner/Contractor as the case may be at all times.
Upon completion of the Work, Contractor shall promptly deliver to Owner all copies of
the Confidential Information which are in its possession or under its control including
all drawings, specifications, blueprints, reports and other documents which have been
prepared or developed by Contractor for the Work or which are supplied to Contractor
by Owner. If Owner does not engage or terminates the Contractor in connection with
the Work, all the copies of Confidential Information shall be destroyed or be returned
to Owner forthwith as may be directed by Owner. A record copy may be retained by
Contractor subject to the confidentiality requirements of this Clause.
Publicity: Contractor shall not make any announcement or release any information
concerning the content of this Contract, to any third parties, including the public, the
press or any official body without the express written permission of Owner. Contractor
acknowledges that the trade and service names, marks, and logos of Owner, its
parent, and all affiliate companies are of great value and agrees not to use or permit
the use or misuse of such marks in any manner that would impair the ownership or
image of Owner. Contractor shall not be precluded from publicising its achievements
on the Works provided that Owner shall have the right to review and approve such
promotional materials for which approvals shall not be unreasonably withheld.
1.12 Compliance with statutes, Regulations and Laws
The Contractor shall perform the works in accordance with all laws, regulations,
licenses and consents and with the requirement of all authorities having jurisdiction on
the works. The Contractor shall, in all matters arising in the performance of the
Contract, comply with, give all notices under, and pay all fees required by, the
provisions of any national or state statute, ordinance or other law, or any regulation of
any legally constituted public authority having jurisdiction over the Works. The
Contractor shall obtain all permits, licenses or approvals required for any part of the
Works, in reasonable time taking account of the times for delivery of the Work and for
completion of the Works. Any compliance as required from Sate Electricity Board shall
also be included in Contractor’s scope. Specifically the approvals from Chief Electrical
Inspector, Boiler inspector and all other statutory approval from respective authorities
are included under Contractor’s scope. The approval from “Tariff Advisory Committee”
for least insurance premium shall also be included in the scope. The Contractor will
also take necessary approval for transportation of goods to site.
2.0 SCOPE OF WORK
The Contractor hereby agreed to do handling of equipment & goods at site as

mentioned in technical specification and erection, testing & commissioning of the work
or installation for setting up of 1 X 20 MW coal based Thermal Power Plant at Jaintia

Hills, Meghalaya as per technical specifications.


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3.0 THE OWNER
3.1 General Obligations
The Owner shall provide the Site and shall pay the Contractor in accordance with
Clause 14.0.
3.2 Access to and Possession of the Site
The Owner shall grant the Contractor right of access to, and possession of, the Site
within the time stated in the Appendix E & F of this section. Such right and possession
may not be exclusive to the Contractor.
If the Contractor suffers delay from failure on the part of the Owner to grant right of
access to or possession of the Site, the Contractor shall give notice to the
Owner/Owner’s Representative. After receipt of such notice the Owner/Owner’s
Representative shall proceed in accordance with Sub-Clause 4.5 to agree or
determine any extension of time to which the Contractor is entitled under Sub-Clause
9.3 and shall notify the Contractor accordingly.
3.3 Permits, Licenses or Approvals
The Owner shall, at the request and cost of the Contractor, assist him in applying for
permits, licenses or approvals, which are required for any part of the Work and
Contractor’s Equipment, and for the completion of the Works. Such requests may also
include requests for the Owner’s assistance in procuring any necessary government
consent to the export of Contractor’s Equipment when it is removed from the Site. It is
the responsibility of the Contractor to obtain all permits or licenses. It is his sole risk to
any failure to obtain a permit or license. The Contractor should not be entitled to force
majeure relief to any extension of time or increase in cost should he fail to obtain any
permit, license or approval when required.
3.4 Owner’s Entitlement to Terminate
The Owner shall be entitled to terminate the Contract, at the Owner’s convenience, at
any time after giving 56 days’ prior notice to the Contractor, and returning the
performance security. In the event of such termination, the Contractor:
a) Shall proceed in accordance with Sub-Clause 16.3 for valuation
b) Shall be paid by the Owner in accordance with Sub-Clause 20.6.
4.0 THE OWNER’S REPRESENTATIVE
4.1 Owner’s Representative’s Duties and Authority
The Owner’s Representative shall carry out the duties specified in the Contract. The
Owner’s Representative shall have no authority to amend the Contract.
The Owner’s Representative shall exercise the authority specified in or necessarily to

be implied from the Contract.


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Except as expressly stated in this document, the Owner’s Representative shall have
no authority to relieve the Contractor of any of his duties, obligations or
responsibilities under the Contract. Any proposal, inspection, examination, testing,
consent, approval or similar act by the Owner’s Representative (including absence of
disapproval) shall not relieve the Contractor from any responsibility, including
responsibility for his errors, omissions, discrepancies, and non-compliance with Sub-
Clauses 6.3 and 6.4.
The Owner’s Representative shall send copy to the Owner of all communications
given or received by him in accordance with the Contract.
Owner’s Representative’s failure to disapprove any omission shall not relieve the
Contractor from his contractual obligation.
4.2 Requirements for Owner’s Representative
If the Owner’s Representative is not a suitably qualified engineer or other

professional, having the experience and capability necessary for compliance with this
Clause, the Owner’s Representative shall employ such suitably qualified engineers
and/or other professionals, and make them available for the Contract.
4.3 Owner’s Representative’s Authority to Delegate
The Owner’s Representative may from time to time delegate any of his duties to
assistants, and may at any time revoke such delegation. Any such delegation or
revocation shall be in writing and shall not take effect until a copy has been delivered
to the Owner and the Contractor.
Any determination, instruction, inspection, examination, testing, consent, approval or

similar act by any such assistant of the Owner’s Representative, in accordance with
the delegation, shall have the same effect as though it had been an act of the Owner’s
Representative. However, any failure to disapprove any Plant or workmanship shall
not prejudice the right of the Owner’s Representative to reject such Plant,
workmanship at later date.
4.4 Owner’s Representative’s Instructions
Unless it is legally or physically impossible, the Contractor shall comply with

instructions given by the Owner / Owner’s Representative in accordance with the
Contract.
4.5 Owner / Owner’s Representative to Adopt Agreement
When the Owner is required to determine extension of time, he shall consult with the
Contractor in an endeavour to reach agreement. If agreement is not achieved, the
Owner / Owner’s Representative shall determine the matter in accordance with the
Contract and his decision will be final and binding on the Contractor.


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5.0 THE CONTRACTOR
5.1 Legal Obligations
The Works as completed by the Contractor shall be wholly in accordance with the
Contract and fit for the purposes for which they are intended, as defined in the
Contract. The Works shall include any work which is necessary to satisfy the Owner in
respect to Contractor’s Proposal and Schedules, or is implied by the Contract, or
arises from any obligation of the Contractor, and all works not mentioned in the
Contract but which may be inferred to be necessary for stability or completion or the
safe, reliable and efficient operation of the Works for the intended life.
The Contractor shall execute and complete the Works, including providing erection,
testing and commissioning Documents, within the Time for Completion, and shall
remedy any defects within the Contract Period. The Contractor shall provide all
superintendent, labour, Contractor’s Equipment, Temporary Works and all other
things, whether of a temporary or permanent nature, required in and for such
execution, completion and remedying of defects.
Before commencing work, the Contractor shall satisfy himself by conducting

necessary investigations regarding the erection, testing and commissioning criteria (if
any) included in the Owner’s Requirements and the accuracy of any setting-out
points, lines and levels of reference specified in the Owner’s Requirements.
The Contractor shall take full responsibility for the adequacy, stability and safety of all
Site operations, of all methods of erection, testing and commissioning and of all the
Works, irrespective of any approval or consent by the Owner/Owner’s Representative.
5.2 Performance and Payment Security
As a condition of this Contract coming into force, the Contractor shall provide for the
benefit of Owner, and such other parties as Owner may designate, a Bank Guaranty
of Performance as security for Contractor’s due performance of the Contract and
payment by Contractor of its labour and equipment. The same shall be properly
executed from a bank reasonably acceptable to Owner. The amount of this Guaranty,
the period of its validity, the procedure to be followed for its forfeiture, the
arrangements for its release and the currency of any monetary transactions involved
shall be stated in the Bank Guaranty. The Guaranty shall be maintained until
Contractor has satisfactorily completed his performance of this Contract in
accordance with all of its terms and the Work has been accepted by Owner in
accordance with its terms. Upon such event, the Guaranty shall be replaced by a
Bank Guarantee, which shall remain valid during the Warranty period. The terms of
this Bank Guarantee for Warranty shall be stated in the document. The retain-age of
the performance Bank Guarantee shall be released upon the coming into force of the
Bank Guarantee for Warranty Bank Guarantee shall be kept valid upto the Warranty
Period as mentioned in Section 7 of Volume - I.


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5.3 Contractor Personnel
Assignment of Qualified Personnel: The assignment by Contractor of qualified,

experienced management, technical and supervisory personnel, and skilled labour is
of major importance to the successful accomplishment of the Work. Contractor
warrants that it has the experience and capability including sufficient competent
technical, supervisory and other personnel to perform the Work and shall continually
furnish such personnel until performance is completed.
Project Manager: Contractor shall appoint a “Project Manager” who shall be a senior
company official responsible for appraisal by Contractor’s management of
performance of the Work and have overall home office or headquarters responsibility
for performance of the Work. Communications received by him from Owner shall be
deemed to have been received by Contractor.
Site Incharge: Contractor shall appoint a Site Incharge. Communications given to

either of them by Owner shall be deemed to have been received by Contractor. The
respective responsibilities and authority of these persons shall be defined at the pre-
job conference. For the sake of continuity of the Work, Contractor’s Site Incharge
shall be assigned to the Work full time and shall not be temporarily or permanently
reassigned or given supplementary work assignment without Owner’s prior approval.
Contractor’s Project Manager shall be assigned throughout the performance of the
Work, but it is understood that he may have other duties provided they do not interfere
with his direction and management of the Work.
Personnel Removal Upon written notification from Owner, if action is not earlier
taken, Contractor shall remove from the Site or the Work any of its personnel who do
not meet the standards of experience, competency or comportment, or who otherwise
may be a detriment to the Work and Contractor shall ensure such personnel remain
uninvolved with any aspect of the Work.
5.4 Co-ordination of the Works
The Contractor shall be responsible for the co-ordination and proper execution of the
Works, including co-ordination of other Contractors to the extent specified in the
Owner/Owner’s Requirements. The Contractor shall, as specified in the Owner’s
Requirements, afford all reasonable opportunities for carrying out their work to:
(a) Any other Contractors employed by the Owner and their workmen,
(b) The workmen of the Owner, and
(c) The workmen of Sate Electricity Board, any legally constituted public authorities
who may be employed in the execution on or near the Site of any work not
included in the Contract, which the Owner may require.
The Contractor shall obtain, co-ordinate and submit to the Owner/Owner’s
Representative for his information all details (including details of work to be carried
out off the Site) from Subcontractors. The Contractor shall be responsible for the
locations of their work, in order to ensure that there is no conflict with the work of
other Subcontractors, the Contractor or other Contractors.


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5.5 Subcontractors
The Contractor shall not subcontract the whole of the Works. Unless otherwise stated
in Section 7 of Volume - I:
(a) The Contractor shall not be required to obtain consent for purchases of
equipments/system or for subcontracts for which the Subcontractor is named in
the Contract. The prior consent of the Owner/Owner’s Representative shall be
obtained to other proposed Subcontractors;
(b) The Contractor shall notify the Owner/Owner’s Representative of each proposed
Subcontractor not less than 28 days before the intended date of such
Subcontractor commencing work on the Site; and
(c) The un-priced copy of all offers and work orders, issued to Contractor’s and
subcontractors, shall be furnished to the Owner within 15 day’s of issue.
The Contractor shall be responsible for observance by all Subcontractors of all the
provisions of the Contract. The Contractor shall be responsible for the acts or defaults
of any Subcontractor, his agents or employees, as fully as if they were the acts or
defaults of the Contractor, his agents or employees.
5.6 Assignment of Subcontractor’s Obligations
If a Subcontractor has undertaken a continuing and assignable obligation to the

Contractor for the work executed, or Plant or services supplied, by such
Subcontractor, and if such obligation extends beyond the expiry of the Contract
Period, the Contractor shall, upon the take over of the plant, assign the benefit of such
obligation to the Owner for its unexpired duration.
All subcontracts and Purchase Orders of Contractors shall provide that they are
assignable to Owner/Owner’s Representative.
5.7 Setting Out
The Contractor shall set out the Works in relation to original points, lines and levels of
reference after verifying or confirming by his own means specified in the Owner’s
Requirements. The Contractor shall rectify, at his cost, any error in the positions,
levels, dimensions or alignment of the Works.
5.8 Quality Assurance
Unless otherwise stated in Section 7 of Volume - I , the Contractor shall institute a

quality assurance system to demonstrate compliance with the requirements of the
Contract. Compliance with the quality assurance system shall not relieve the
Contractor of his duties, obligations or responsibilities.
Details of all procedures and compliance documents shall be submitted to the

Owner/Owner’s Representative for his information before each execution stage is
commenced. When any document is issued to the Owner/Owner’s Representative, it
shall be accompanied by the signed quality statements for such document, in


16
accordance with the Field Quality Assurance Plan agreed between Owner and
Contractor. The Owner/Owner’s Representative shall be entitled to audit any aspect
of the system and require corrective action to be taken.
5.9 Site Data
The Contractor shall be deemed to have inspected and examined the Site, its
surroundings, and to have satisfied himself before submitting the offer, as to:
(a) The form and nature of the Site, including the sub-surface conditions,
(b) The hydrological and climatic conditions,
(c) The extent and nature of the work necessary for the execution and completion of
the Works, and the remedying of any defects, and
(d) The means of access to the Site and the accommodation Contractor may
require.
(e) Rules and Regulations of India.
(f) Conditions imposed by State Electricity Board.
(g) Site is appropriate for the performance of the work.
Once the site has been inspected by the Contractor all risks relating to the ground
condition should be taken by the Contractor.
The Contractor shall be deemed to have obtained all necessary information as to

risks, contingencies and all other circumstances which may influence or affect the
contract.
5.10 Matters Affecting the Execution of the Works
The Contractor shall be deemed to have satisfied himself as to the correctness and
sufficiency of the Contract Price. Unless otherwise stated in the Contract, the Contract
Price shall cover all his obligations under the Contract (including those under
Provisional Sums, if any) and all things necessary for the proper execution and
completion of the Works and the remedying of any defects.
5.11 Access Route
The Contractor shall be deemed to have satisfied himself as to the suitability and
availability of the access routes he chooses to use. As between the parties, the
Contractor shall be responsible for the maintenance of access routes. The Contractor
shall provide any signs or directions which he may consider necessary for the
guidance of his staff, labour and others. The Contractor shall obtain any permission
that may be required from the relevant authorities for the use of such routes, signs
and directions.


17
The Owner will not be responsible for any claims which may arise from the use or
otherwise of any access route. The Owner does not guarantee the suitability or
availability of any particular access route, and will not entertain any claim for any non-
suitability or non-availability for continuous use during construction of any such route.
5.12 Rights of Way and Facilities
The Contractor shall bear all costs and charges for special or temporary rights-of-way
required by him for access to the Site. The Contractor shall also provide, at his own
cost, any additional facilities outside the Site required by him for the purposes of the
Works.
5.13 Programme
Within the time stated in the Appendix E & F of this section, the Contractor shall
submit to the Owner/Owner’s Representative, for information, a programme which
shall contain the following:
(a) The order in which the Contractor proposes to carry out the Works (including
each stage of erection, testing and commissioning),
(b) Milestones for submissions and approvals or consents required, and
(c) The sequence of Tests for Completion namely pre commissioning,

commissioning, reliability run before final take over in the same order.
The programme shall include all major events and activities of erection, testing &
commissioning for the Owner/Owner’s Representative’s approval or consent, as
indicated in the Owner/Owner’s Requirements. Unless otherwise stated in the
Contract, the programme shall be developed using precedence networking
techniques, showing early start, late start, early finish and late finish dates. No work
shall be programmed to begin on Site before the relevant late finish date of the
periods for the Owner/Owner’s Representative’s approval or consent.
The Contractor shall, whenever required by the Owner/Owner’s Representative,

provide in writing, for information, a general description of the arrangements and
methods which the Contractor proposes to adopt for the execution of the Works. No
significant alteration to the Programme, or to such arrangements and methods, shall
be made without informing the Owner/Owner’s Representative. If the progress of the
Works does not conform to the programme, the Owner/Owner’s Representative may
instruct the Contractor to revise the programme, showing the modifications necessary
to achieve completion within the Time for Completion. The Contractor shall at all times
be responsible for the efficiency and adequacy of his means, methods of construction
or performance, work force and equipment, irrespective of whether Contractor acts as
a result of any direction of or reviews by Owner.
5.14 Progress Reports

Monthly progress reports shall be prepared by the Contractor and submitted to the
Owner/Owner’s Representative in six copies. The first report shall cover the period up
to the end of the calendar month after that in which the Commencement Date


18
occurred; reports shall be submitted monthly thereafter, each within 7 days of the last
day of the period to which it relates. Reporting shall continue until the Contractor has
completed all work which is known to be outstanding at the completion date stated in
the Taking-Over Certificate for the Works. Each report shall include:
(a) Photographs and detailed descriptions of progress,
(b) Master project schedule showing the present day position,
(c) Subcontract schedule showing the present day status,
(d) Critical path monitoring schedule,
(e) Weekly look ahead schedule,
(f) Startup schedule,
(g) For the fabrication and erection of each main item of Plant, the name of
Contractor location, percentage progress, and the actual or expected dates of
commencement of work, Contractor’s inspections, tests and delivery;
(h) Progress curves and manpower charts,
(i) Records of Contractor’s Equipment on Site;
(j) Copies of quality assurance documents, test results and certificates of Materials;
(k) Safety statistics, including details of any hazardous incidents and activities
relating to environmental aspects and public relations; and
(l) Comparisons of actual and planned progress, with details of any aspects which
may jeopardize the completion in accordance with the Contract, and the
measures being (or to be) adopted to overcome such aspects.
(m) Coordination and review meetings.
(n) Statutory approval and plant interfacing agencies status report
5.15 Contractor’s Equipment
Unless otherwise stated in Section 7 of Volume - I, the Contractor shall provide all
Contractor’s Equipment necessary to complete the Works. All Contractor’s Equipment
shall, when brought on to the Site, be deemed to be exclusively intended for the
execution of the Works. The Contractor shall not remove from the Site any such
Contractor’s Equipment without the consent of the Owner/Owner’s Representative.
Contractor shall be responsible for loss or damage to all of his or his subcontractor’s
equipment, tool or other articles used or held for use in connection with the work.
Owner shall have no responsibility or liability for such equipment and tools of
Contractor or his subcontractors. After completion of works, Contractor shall have the
right to remove his equipment, tools/tackles and excess material, if any.


19
5.16 Safety Precautions
The Contractor shall comply with all applicable safety regulations in his work access
arrangements and operations on Site. Unless otherwise stated in Section 7 of
Volume - I, the Contractor shall, from the commencement of work on Site until taking-
over by the Owner, provide:
(a) Fencing, lighting, guarding and watching of the Works, and
(b) Temporary roadways, footways, guards and fences which may be necessary for
the accommodation and protection of owners and occupiers of adjacent land,
the public and others.
5.17 Protection of the Environment
During construction, the Contractor shall take all reasonable steps to protect the
environment (both on and off the Site) and to limit damage and nuisance to people
and property resulting from pollution, noise and other results of his operations. The
Contractor shall ensure that air emissions, surface discharges and effluent from the
Site during the Contract Period shall not exceed the values indicated in the Owner’s
Requirements, and shall not exceed the values prescribed by law.
5.18 Electricity, Water, Gas and other services
The Contractor shall be entitled to use for the purposes of the Works such supplies of
electricity, water, gas and other services as may be available on the Site and of which
details are given in the Owner’s Requirements. The Contractor shall pay the Owner at
the prices stated in the Section 7 of Volume - I. The quantities consumed shall be
determined by the Owner’s Representative, who shall include the amounts due as
deductions in Interim and Final Payments. The Contractor shall, at his risk and cost,
provide any apparatus necessary for such determination or additional equipment
generating power or water.
All consumables like electric power, water, bed material, lubricants, resins, chemicals
etc. for construction, erection, start-up, testing, test on completion etc. till successful
commissioning of the thermal power plant shall be in Contactor’s scope. Supplier to
indicate quantity of fuel (coal & HSD) required for start-up, testing, test on completion
etc. till successful commissioning of the thermal power plant. Fuel (coal & HSD)
limited to agreed quantity shall be issued by the owner to the contractor as free
supply. Over and above the agreed quantity, the fuel shall be made available by the
Owner to the Contractor on chargeable basis at the actual landed cost. In such case
units generated shall be credited to their account at mutually agreed rate when fuel
cost is born by the contractor.
The Owner will make all reasonable efforts to provide Water, Power, gas and other
services. However, if the same is not available, the Contractor has to make his own
arrangements such as mobile Diesel Generating sets etc.


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5.19 Payment of Costs, Taxes and Contributions
As respects this Contract, Contractor shall pay when due all Contractor’s costs
incurred in the Performance of this Contract including all taxes, duties, and fees
imposed under Applicable Law by reason of its performance of the Work including
storage, consumption taxes; Contractor’s license and registration fees; Contractor’s
income, profit, franchise, real and personal property taxes (but not taxes on the real or
personal property of Owner or the Site); Contractor’s employment taxes and
contributions imposed by Applicable Law or trade union contracts with respect to or
measured by compensation (wages, salaries or other) paid to employees of
Contractor, including but not limited to taxes and contributions for unemployment
compensation insurance, old age benefits, health and welfare funds, pensions and
annuities, and disability insurance. All such taxes of Contractor shall be deemed
included in the Contract Price as stated in the Contract. Contractor shall at its cost
defend, indemnify and hold Owner, its affiliated companies from all liability resulting
from Contractor’s or its vendors’ or subcontractors’ failure to make timely payment or
comply with the reporting, filing or other procedural requirements under Applicable
Law with respect to payments required hereunder.
5.20 Clearance of Site
During the execution of the Works, the Contractor shall keep the Site free from all
unnecessary obstruction, and shall store or dispose of any Contractor’s Equipment or
surplus materials. The Contractor shall clear away and remove from the Site any
wreckage, rubbish or Temporary Works no longer required.
Upon the issue of any Taking-Over Certificate, the Contractor shall clear away and
remove, from that part of the Site and Works to which such Taking-Over Certificate
refers, all Contractor’s Equipment, wreckage, rubbish and Temporary Works. The
Contractor shall leave such part of the Site and the Works in a clean and safe
condition to the satisfaction of the Owner/Owner’s Representative. Except that, the
Contractor shall be entitled to retain on Site, until the expiry of the Contract Period,
such Contractor’s Equipment and Temporary Works as required by him for the
purpose of fulfilling his obligations under the Contract.
If the Contractor fails to remove, by 28 days after the issue of the take over
Certificate, any remaining Contractor’s Equipment, wreckage, rubbish and Temporary
Works, the Owner may sell or otherwise dispose of such items. The Owner shall be
entitled to retain, from the proceeds of such sale, a sum sufficient to meet the costs
incurred in connection with the sale or disposal, and in restoring the Site. Any balance
of the proceeds shall be paid to the Contractor. If the proceeds of the sale are
insufficient to meet the Owner’s costs, the outstanding balance shall be recoverable
from the Contractor by the Owner.
5.21 Inspection at Site
At reasonable times, Owner/Owner’s representative may inspect the Site and the
appropriate work records of Contractor and its subcontractors to ascertain

Contractor’s compliance with the safety, health and cleanliness requirements of this
Contract. However, neither the existence nor exercise of such right shall relieve
Contractor of its responsibility for monitoring the Work participants’ compliance with


21
the safety and health requirements and for fulfilling all its other obligations thereunder
with respect to health, safety and cleanliness.
5.22 Security of the Site
Unless otherwise stated in – Section 7 of Volume - I:
(a) The Contractor shall be responsible for keeping unauthorised persons off the
Site, and
(b) Authorised persons shall be limited to the employees of the Contractor,

employees of his Subcontractors and persons authorised by the Owner or the
Owner’s Representative.
5.23 Contractor’s Operations on Site
The Contractor shall confine his operations to the Site and any additional areas which
may be provided by the Contractor and agreed by the Owner as forming part of the
Site. The Contractor shall take all necessary precautions to keep his personnel and
equipment within the Site and such additional areas, and to keep and prohibit them
from encroaching on adjacent land.
6.0 DESIGN OF SITE FABRICATED ITEMS
6.1 General Obligations
The Contractor shall carry out, and be responsible for, the design of the site fabricated
Works. Design shall be prepared by qualified designers who are engineers or other
professionals who comply with the criteria (if any) stated in the Owner’s
Requirements. For each part of the Works, the prior consent of the Owner/Owner’s
Representative shall be obtained to the designer and design Subcontractor, if they are
not named as such in the Contract. The obligations of designers and design
Subcontractors shall be undertaken and performed on behalf of the Contractor in
accordance with the Contract. Nothing contained in the Contract shall create any
contractual relationship or professional obligations between any designers, or a
design Subcontractor, and the Owner. For appointing any sub contractor EPC
contractor should submit of the credentials of sub contractor and take the
approval of the client / consultant.
The Contractor holds himself, his designers and design Subcontractors as having the
experience and capability necessary for the design. The Contractor undertakes that
the designers shall be available to attend discussions with the Owner/Owner’s
Representative, at all reasonable times during the Contract Period.
6.2 Engineering Documents

The Contractor shall prepare Engineering Documents in sufficient detail to satisfy all
regulatory approvals, to provide Contractors and construction personnel sufficient
instruction to execute the Works, and to describe the operation of the completed


22
Works. The Owner / Owner’s Representative shall have the right to review and
inspect the preparation of Engineering Documents, wherever they are being prepared.
In accordance with the details (if any) specified in the Owner’s Requirements, the
Contractor shall submit his proposed Engineering Documents for the Owner/Owner’s
Representative’s and lender’s technical advisor’s is approval. For each part of the
Works, engineering shall not commence prior to receipt of such approval to the
relevant proposed Engineering Documents, and shall be in accordance with such
Engineering Documents. Unless confirmed in writing by the Owner, no document shall
be considered as not required to be approved.
The Contractor shall notify the Owner/Owner’s Representative if the Contractor

wishes to modify any design or document to which approval has previously been
given, and shall submit revised documents to the Owner/Owner’s Representative for
further approval.
If the Owner/Owner’s Representative instructs that further Engineering Documents

are necessary for carrying out the Works, the Contractor shall upon receiving the
Owner/Owner’s Representative’s instructions prepare such Engineering Documents.
Errors, omissions, ambiguities, inconsistencies, inadequacies and other defects shall
be rectified by the Contractor at his cost.
6.3 Contractor’s undertaking
The Contractor undertakes that, the site fabrication design, the Engineering
Documents, the execution and the completed Works will be in accordance with the
following, in order of priority:
a) The laws of India, and
b) The documents forming the Contract, as altered or modified by Variations.
6.4 Technical Standards and Regulations
The site fabrication design, the Engineering Documents, the execution and the
completed Works shall comply with the Country’s national specifications, technical
standards, building, engineering and environmental regulations, regulations applicable
to the product being produced from the Works, and the standards specified in the
Owner’s Requirements, applicable to the Contractor’s Proposal and Schedules, or
defined by law. References in the Contract to such specifications and other matters
shall be understood to be references to the edition applicable on the Base Date,
unless stated otherwise.
If substantially changed or new applicable specifications, technical standards or

regulations come into force after the Base Date, the Contractor shall submit proposals
for compliance to the Owner/Owner’s Representative. In the event that the
Owner/Owner’s Representative determines that such proposals constitute a variation,
he shall then initiate a Variation in accordance with Clause 15.0.


23
6.5 Inspection and Testing of work
Owner Entitled to Inspect and Test: The Owner shall be entitled at all reasonable
times during fabrication or installation to inspect examine and test on the Site,
Contractor’s premises or elsewhere, equipment and workmanship and performance of
all Work under the Contract. If part of the Work is being fabricated on other premises,
the Contractor shall obtain for the Owner permission to inspect, examine and test as if
the Work were being fabricated on the Contractor’s premises. Such inspection,
examination or testing shall not release the Contractor from any obligation under the
Contract.
Arrangements: The Contractor shall agree with the Owner the date and the place at
which any Work will be ready for testing or inspection as provided in the Contract. The
Owner shall give the Contractor 48 hours’ notice of his intention to attend the test or
inspection. If the Owner does not attend at the place so named on the date agreed,
the Contractor may proceed with the test or inspection which shall be deemed to have
been made in the Owner’s presence. The Contractor shall forthwith forward to Owner
duly certified copies of the results of such test or inspection.
Tests at Site Where the Contract provides for tests or inspection, the Contractor shall
provide free of charge such assistance or vendor, labour, electricity, fuel, stores,
apparatus and instruments as may be requisite and as may be reasonably demanded
to carry out such test or inspection.
6.6 As-Built Drawings (Input of site changes / modifications)
The Contractor shall prepare, and keep up-to-date, a complete set of records of “as-
built” changes execution of the Works, showing the exact “as-built” locations, sizes
and details of the work as executed, with cross references to relevant specifications
and data sheets. These records shall be kept on the Site and shall be used
exclusively for this purpose.
6.7 Error by Contractor
If errors are found in the fabrication and erection, those shall be corrected at the
Contractor’s cost.
7.0 STAFF AND LABOUR
7.1 Engagement of Staff and Labour
The Contractor shall make his own arrangements for the engagement of all staff and
labour, local or otherwise, and for their payment, housing, feeding and transport.
Staff for operation of the plant shall be provided by Owner, they will work under
Contractor’s supervision upto commissioning to get familiarisation with equipment and
system. However, all responsibility for the plant upto successful commissioning shall
be with contractor. Responsibility of Maintenance and Maintenance staff upto
successful commissioning shall be with contractor.


24
7.2 Rates of Wages and Conditions of Labour
The Contractor shall pay wages, and observe conditions of labour, as favourable as
those established for the trade or industry by the local Government where the work is
carried out. If no such established rates or conditions are applicable, the Contractor
shall pay wages and observe conditions as favourable as the general level of wages
and conditions observed by Owners whose trade or industry is similar to that of the
Contractor.
7.3 Persons in the Service of Others
The Contractor shall not recruit, or attempt to recruit, his staff and labour from
amongst persons in the service of the Owner or the Owner’s Representative.
7.4 Labour Laws
The Contractor shall comply with all the relevant labour laws of India applying to his
employees, and shall duly pay and afford to them all their legal rights. The Contractor
shall require all such employees to obey all applicable laws and regulations
concerning safety at work.
7.5 Facilities for Staff and Labour
Unless otherwise stated in Section 7 of Volume - I, the Contractor shall provide and
maintain all necessary accommodation and welfare facilities not limited to drinking
water, Toilets, Canteen, Crèche etc. for his (and his Subcontractor’s) staff and labour.
The Contractor shall also provide the facilities specified in the Owner’s Requirements,
for the Owner’s and Owner’s Representative’s personnel. The Contractor shall not
permit any of his employees to maintain any temporary or permanent living quarters
within the structures forming part of the Works.
7.6 Health and Safety
Precautions shall be taken by the Contractor to ensure the health and safety of his
staff and labour. The Contractor shall, in collaboration with and to the requirements of
the local health authorities, ensure that medical staff, first aid facilities, sick bay and
ambulance service are available at the accommodation and on the Site at all times,
and that suitable arrangements are made for all necessary welfare and hygiene
requirements and for the prevention of epidemics. The Contractor shall maintain
records and make reports concerning health, safety and welfare of persons, and
damage to property, as the Owner/Owner’s Representative may reasonably require.
The Contractor shall appoint a member of his staff at the Site to be responsible for
maintaining the safety, and protection against accidents, of personnel on the Site.
This person shall be qualified for his work and shall have the authority to issue
instructions and take protective measures to prevent accidents. The Contractor shall


25
send, to the Owner/Owner’s Representative, details of any accident as soon as

possible after its occurrence.
7.7 Contractor’s Superintendence
The Contractor shall provide all necessary superintendence during the execution of
the Works, and as long thereafter as the Owner/Owner’s Representative may
consider necessary for the proper fulfilling of the Contractor’s obligations under the
Contract. Such superintendence shall be given by sufficient persons having adequate
knowledge of the operations to be carried out (including the methods and techniques
required, the hazards likely to be encountered and methods of preventing accidents)
for the satisfactory and safe execution of the Works.
7.8 Contractor’s Personnel Removal
The Contractor shall employ (or cause to be employed) only persons who are careful
and appropriately qualified, skilled and experienced in their respective trades or
occupations. The Owner/Owner’s Representative may require the Contractor to
remove (or cause to be removed) any person employed on the Site or Works:
(a) Persists in any misconduct
(b) Is incompetent or negligent in the performance of his duties
(c) Fails to conform with any provisions of the Contract, or
(d) Persists in any conduct which is prejudicial to safety, health, or the protection of
the environment.
If appropriate, the Contractor shall then appoint (or cause to be appointed) a suitable
replacement person.
7.9 Disorderly Conduct
The Contractor shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst his staff and labour, and to
preserve peace and protection of persons and property in the neighbourhood of the
Works against such conduct. After successful completion of works the owner should
have no liability for the workmen employed by Contractor for providing any permanent
job opportunities.
8.0 WORK AND WORKMANSHIP
8.1 Manner of Execution
All work to be done shall be executed, in the manner set out in the Contract. Where
the manner of execution of work is not set out in the Contract, the work shall be
executed in a proper, workmanlike and careful manner, with properly equipped

facilities and non-hazardous Materials, and in accordance with recognized good
practice.


26
8.2 Unloading and Storage to Site
The Contractor shall be responsible for unloading and safe keeping of all Work,
Contractor’s Equipment and other things required for the completion of the Works.
8.3 Testing
If the Contract provides for tests, the Contractor shall provide all documents and other
information necessary for testing and such assistance, competent specifically
identified person, labour, electricity, fuel, stores, apparatus and instruments as are
necessary to carry out such tests efficiently.
The Contractor shall agree, with the Owner/Owner’s Representative, the time for the
testing of Plants and other parts of the Works as specified in the Contract. The
Owner/Owner’s Representative shall give the Contractor not less than 24 hours’
notice of his intention to attend the tests. The Contractor shall provide sufficient
suitably qualified and experienced staff to carry out the tests specified in the Contract.
If the Owner/Owner’s Representative does not attend at the time and place agreed, or
if the Contractor and the Owner/Owner’s Representative agree that the
Owner/Owner’s Representative shall not attend, the Contractor may proceed with the
tests. Such tests shall be deemed to have been made in the Owner/Owner’s
Representative’s presence.
The Contractor shall promptly forward to the Owner/Owner’s Representative duly

certified reports of the tests. If the Owner/Owner’s Representative has not attended
the tests, he shall accept the readings as accurate. When the specified tests have
been passed, the Owner/Owner’s Representative shall endorse the Contractor’s test
certificate if found to be as per specification requirement, or issue a certificate to him,
to that effect.
8.4 Rejection
If, as a result of inspection, examination or testing, the Owner/Owner’s Representative

decides that any erection/installation workmanship is defective or otherwise not in
accordance with the Contract, the Owner/Owner’s Representative may reject such
workmanship and shall notify the Contractor promptly, stating his reasons. The
Contractor shall then promptly make good the defect and ensure that the corrected
workmanship complies with the Contract.
If the Owner / Owner’s Representative requires such workmanship to be retested after

making good as above, the tests shall be repeated under the same terms and
conditions. If such rejection and retesting cause the Owner to incur additional costs,
such costs shall be recoverable from the Contractor by the Owner, and may be
deducted by the Owner from previous pending invoice, or to become due, to the
Contractor.


27
9.0 COMMENCEMENT, DELAYS AND SUSPENSION
9.1 Commencement of Works
The Contractor shall commence the execution of the Works as soon as is reasonably
possible after the receipt of a notice to this effect from the Owner/Owner’s
Representative. Such notice shall be issued within the time stated in the Appendix E
& F of this section after the Effective Date. The Contractor shall then proceed with the
Works with due expedition and without delay, until completion.
9.2 Time for Completion
Time for completion shall be 18 months from LOI for successful commissioning of the
supplied equipment/system.
9.3 Extension of Time for Completion
The Contractor may apply for an extension of the Time for Completion if he is or will
be delayed either before or after the Time for Completion by any of the following
causes:
(a) Variation (unless an adjustment to the Time for Completion is agreed under
Clause 15.0),
(b) A force majeure event (as defined in Sub-Clause 20.1),
9.4 Rate of Progress
If, at any time, the Contractor’s actual progress falls behind the programme referred to
in Sub-Clause 5.14, or it becomes apparent that it will so fall behind, the Contractor
shall submit to the Owner/Owner’s Representative a revised programme taking into
account the prevailing circumstances. The Contractor shall, at the same time, notify
the Owner/Owner’s Representative of the steps being taken to expedite progress, so
as to achieve completion within the Time for Completion.
9.5 Liquidated Damages (LD)
If the Contractor fails to comply with Sub-Clause 9.2 in respect of time schedule for
completion, the Contractor shall pay to the Owner Liquidated Damages (LD) at rates
stated in this contract as Liquidated Damages (LD) for such delay for every week or
part thereof which shall elapse between actual Time for Completion and that as per
contract except that the total payment shall not exceed the limit stated in Section 7 of
Volume - I of this contract. The Owner may, without prejudice to any other method of
recovery, deduct the amount of such Liquidated Damages (LD) from any monies
due, or to become due to the Contractor or from performance bond. In the event of an
extension of time being granted under Sub-Clause 9.3, the amount due under this
Sub-Clause shall be recalculated accordingly.


28
The Levy of such Liquidated Damages (LD) shall not relieve the Contractor from his
obligation to complete the Works, or from any other of his duties, obligations or
responsibilities under the Contract.
In case of prolonged delay for take over (i.e.) delays more than three (3) months from
commissioning, the Owner will have the right to reject the works or terminate the
contract and to recover the contract price.
9.6 Suspension of Work
The Owner/Owner’s Representative may at any time instruct the Contractor to

suspend progress of part or all of the Works. During suspension, the Contractor shall
protect, store, secure and insure such part or the Works against any deterioration,
loss or damage.
9.7 Consequence of Suspension
If the Contractor suffers delay and in the following the Owner/Owner’s

Representative’s instructions under Sub-Clause 9.6, and in resumption of the work,
the Contractor shall give notice to the Owner/Owner’s Representative, with a copy to
the Owner. After the receipt of such notice the Owner/Owner’s Representative shall
proceed to agree or determine any extension of time and any other implications to
which the Contractor is entitled under Sub-Clause 9.3 and shall notify the Contractor
accordingly, except that the Contractor shall not be entitled to such extension if the
suspension is due to a cause attributable to the Contractor.
Further, if the suspension is due to a cause attributable to the Contractor, the

Contractor shall not be entitled to extension of time for, or payment of the costs
incurred in, making good any deterioration, defect or loss caused by faulty
workmanship or by the Contractor’s failure to take the measures specified in Sub-
Clause 9.6.
9.8 Resumption of Work
After receipt of permission or of an instruction to proceed, the Contractor shall, after

notice to the Owner/Owner’s Representative, and together with the Owner/Owner’s
Representative, examine the Works and the Plant affected by the suspension. The
Contractor shall make good any deterioration or defect in or loss of the Works or
Plant, which has occurred during the suspension.
10.0 PERFORMANCE TESTS
10.1 Contractor’s Obligations
For the Performance Tests specified in the Contract, this Clause shall apply. The
Contractor shall provide the necessary labour in carrying out the performance test.
The Performance Tests shall be carried out as soon as it is reasonably practicable but
during any time after ensuring stabilisation of entire TPP. After acceptance of the
results of performance test, the ‘acceptance certificate’ shall be given by Owner.


29
The final results of the Performance Tests shall be evaluated by the Owner. The
clearance of the performance test results by the Owner will be considered as a
milestone event for the contract.
10.2 Failure to Pass Performance Tests
If the Works, or a Section, fail to pass a Performance Test due to failure of fabrication
or erection work and the Contractor in consequence proposes to make any
adjustment or modification thereto, the Owner/Owner’s Representative may instruct
the Contractor that the Owner does not wish such adjustment or modification to be
made until a time that is convenient to the Owner. In such event, the Contractor shall
remain liable to carry out the adjustment or modification, and to satisfy such Test
within the warranty period of being notified to do so by the Owner/Owner’s
Representative.
11.0 OWNER’S TAKING OVER
11.1 Taking-Over Certificate
On successful performance test shall be taken over by the Owner and a Taking-Over
Certificate for the Works will be issued.
The Contractor may apply by notice to the Owner for a Taking-Over Certificate not
earlier than 7 days before the Works or Section (as the case may be) will, in the
Contractor’s opinion, be complete and ready for taking over. The Owner shall, within
14 days after the receipt of the Contractor’s application:
(a) Issue the Taking-Over Certificate to the Contractor, stating the date on which the
Works were completed in accordance with the Contract (or a preliminary
certificate issued stating that except for minor outstanding work that does not
affect the use of the Works or Section for their intended purpose) or
(b) The Contractor shall rectify or complete to the reasonable satisfaction of the
Owner within the time stated in the Preliminary Taking-Over Certificate any
outstanding items of Work noted as requiring rectification or as incomplete. In
the event the Contractor fails to do so, the Owner may arrange for the
outstanding Work to be done and the Cost thereof shall be deducted from the
Contract Price.
(c) If, by reason of any deficiency on the part of the Contractor, a final Taking-Over
Certificate has not been issued in respect to the whole of the Work within one
month after the Time for Completion, the Owner shall be entitled to use any
portion or part of the Work in respect of which the Certificate has not been
issued, provided the same is reasonably capable of being used notwithstanding
the deficiency. The above does not absolve the Contractor from his contractual
obligations.
(d) Reject the application, giving his reasons and specifying the work required to be
done by the Contractor to enable the Taking-Over Certificate to be issued: the
Contractor shall then complete such work before issuing a further notice under
this Sub-Clause.


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12.0 DEFECTS LIABILITY (WARRANTY)
12.1 Period Defined
Refer Section 7 of Volume - I for details under these Conditions.
12.2 Making Good

If any defect attributable to fabrication and erection shall appear or damage occurs,
the Owner shall forthwith inform the Contractor thereof stating in writing the nature of
the defect or damage. The Contractor shall be responsible for making good by repair
or replacement with all possible speed at his expense any defect in or damage to any
part of the Work which may appear or occur during the Defects Liability Period and
which arises either from any defective, workmanship or from any act or omission of
the Contractor done in fabrication and erection or omitted during the said period.
No equipment shall be repaired for more than two times upto warranty period. If
equipment is required to be repaired again, then equipment shall be replaced with
new equipment instead of repairing of the same. Advance permission shall be taken
from owner for any shut down of plant during stabilisation period. Maximum 2 no. of
shut down each of maximum 24 hrs. shall be permitted.
12.3 Period Extended
The warranty period of repairs shall be 6 months after making good the defects or
expiry of warranty period of main plant which ever is later.
12.4 Making Good by Owner
If any such defect or damage be not remedied within a reasonable time, the Owner
may proceed to do the Work at the Contractor’s risk and expense provided that he
does so in a reasonable manner and notifies the Contractor of his intention so to do.
The Costs reasonably incurred by the Owner shall be deducted from the Contract
Price or be paid by the Contractor to the Owner 30 days of Owner’s invoice therefore.
12.5 Latent Defects
If any defect of the kind referred to in this Clause shall appear in any part of the Work
within a period of sixty (60) months after the date of commissioning of such part of the
Work, the same shall be made good by the Contractor by repair or replacement (at
the Contractor’s option) provided that the defect was caused by the gross misconduct
of the Contractor as defined herein and the defect would not have been disclosed by
a reasonable examination prior to the expiry of the Defects Liability Period. “Gross
Misconduct” does not comprise each and every lack of care or skill but means an act
or omission on the part of the Contractor which implies either failure to pay due regard
to the serious consequences which a conscientious and responsible Contractor would
normally foresee as likely to ensue or a wilful disregard of any consequences of such
act or omission.


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13.0 TITLE
Title to the works shall pass on to the owner on commissioning of plant. Contractor
hereby grants to Owner an interest in and to the aforesaid work, equipment prior to
the interests of any other party after passage of title to all Work and equipment occur.
14.0 CONTRACT PRICE AND PAYMENT
14.1 The Contract Price
Unless otherwise stated in Section 7 of Volume - I:
(a) The Contract Price shall be firm and not be adjusted for changes in the cost of
labour or other matters;
(b) The Contractor shall pay all duties and taxes in consequence of his obligations
under the Contract;
(c) Any quantities, prices or rates of payment per unit quantity which may be set out
in this contract are only to be used for the purposes stated in Sections of this
contract.
As full and complete compensation for Contractor’s performance of the Work and
obligations under this Contract, Owner shall pay Contractor a fixed lump sum payable
in accordance with the payment provisions in the Section 7 of Volume - I. Any
variation in taxes and duties coming into effect after the effective date shall be passed
on to Owner subject to conditions mentioned in Section 7 of Volume - I.
14.2 Progress Payments
Notwithstanding any agreed fixed schedule of payments, all payments to Contractor,

including Variations, shall be subject to verification of Work Progress, and Work
actually in place and to adjustment for delays in the progress of Contractor.
14.3 Invoicing
The Contractor shall render invoices as per approved billing schedule & cash flow on
pro rate progress of work on monthly basis, including supporting documentation.
After receipt of both the invoice and supporting documentation, Owner/Owner’s
representative shall review the invoice for contract compliance, progress and
accuracy and certify and advise Contractor of any amount which it disapproves and
the reason therefor, adjust the funding, if necessary, for any under or overpayment
and remit the payable amount of the approved invoice to Contractor within 15 days of
submission of monthly invoices. Payments shall not constitute acceptance or approval
by Owner for Work not properly performed or costs not properly incurred. Owner shall
not be required to, and will have the right to refuse to make payment for defective
Work.
The owner reserves the right to withhold payments for Contractors failure to comply
with agreed erection, testing & commissioning schedule.


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In the event of Contractors failure to meet delivery commitment, Owner reserves the
right to procure the items directly through his own sources to as to avoid any delay in
project commissioning. The cost so incurred by the owner would be deducted from
any payments due to the Contractor. This would also apply in case the Contractor
fails to rectify / replace any faulty equipment in time. It would not also absolutely the
Contractor of his overall obligation to meet project schedule and performance
guarantees.
In the event of slow progress of work likely to impact the project schedule, the Owner
reserves the right to get the work done through his own resources. The cost incurred
by the Owner would be recovered from the Contractor.
Also in case of Contractors failure to make payments to his subcontractors for the
work carried out by his subcontractors, resulting in delay in erection, testing and
commissioning Owner reserves the right to make the payments directly to
subcontractors and recover the amount from Contractors payment due or remaining
bills.
The above would not absolve the Contractor of his overall obligation to meet project
schedule and performance guarantee.
Final 10% payment shall be released to bidder only after Contractor furnishes NOC
from all subcontractors to Owner.
14.4 Warranty
For a period of fifteen (15) calendar months of date of the issue of commissioning
certificate or twelve (12) months from the date of take-over of plant whichever is
earlier, the Contractor shall be liable to correct any workmanship of fabrication or
erection that may fail or show signs of defects, and arising from faulty workmanship
or fabrication or erection or from any act or omission of the Contractors, excluding
normal wear and tear.
If any equipment is damaged during fabrication or erection or testing or

commissioning and if it becomes necessary for the Contractor to replace or renew any
defective portions of the works under this clause, the provision of this clause shall
apply to the portions of the works so replaced or renewed until the expiration of six
months from the date of such replacement or renewal or until the end of the above
mentioned warranty period of twelve months, whichever may be later. If any defect
be not satisfactorily remedied within a reasonable time, the Owner may proceed to do
the work at the Contractor's risk and expense but without prejudice to any other
contractual rights which the Owner may have against the Contractor in respect of any
such defects.
If the replacement or renewal are of such character as may affect the efficiency of the
plant, the Owner shall have the right to give to the Contractor within three months of
such replacement, or renewal, notice in writing to rectify the defect, so as not to affect
performance of equipment/plant.


33
Until the end of the Warranty period, the Contractor shall have the right of entry at his
own risk and expense, by himself or his duly authorised representative whose name
shall previously have been communicated in writing to the Owner, at all reasonable
working hours, upon all necessary parts of the works for the purpose of inspecting the
working and the records of the plant and taking notes therefrom and, if he desire, at
his own expense, making any tests subject to the approval of the Owner, which shall
not be unreasonably withheld.
The issue of the Owner's / Inspector's certificate shall in no way exempt the
Contractor from the provisions of this Schedule.
No equipment shall be repaired for more than two times upto warranty period. If
equipment is required to be repaired again, then equipment shall be replaced with
new equipment instead of repairing of the same. Advance permission shall be taken
from owner for any shut down of plant during stabilisation period. Maximum 2 no. of
shut down each of maximum 24 hrs. shall be permitted.
14.5 Representations
Contractor represents that all documents including invoices, billings, waivers,

certifications, releases, and reports submitted by Contractor to Owner, subcontractor
or Governmental agency per this Contract shall, to the best of Contractor’s
knowledge, truly reflect the facts about the activities and transactions to which they
pertain and contain no material misstatements or omissions. Contractor further
represents that all of such documents and reports are complete and accurate and
understands that Owner and other recipients will rely on those documents and reports
as such. Acceptance of such reports and documents does not constitute the
agreement of Owner with their contents.
14.6 Liens and Charges
Contractor shall not have and hereby agrees to waive for itself and cause its
subcontractors, vendors and material men any right to place a mechanics or material
men’s lien or similar encumbrance or charge on the Site, premises or land, or the
Work whether or not such liens or charges are founded upon common, local or
national law. If such a lien or charge attaches thereof by any reason of failure by
Contractor, its subcontractors or vendors to pay such indebtedness, or otherwise,
Contractor shall promptly procure its release by bond, payment or otherwise and shall
hold Owner harmless from any loss, damage and expense incidental thereto. If Owner
reasonably believes a lien or charge for which Owner might be or become liable or to
which the Work or Owner’s property might be or become subject and which is
chargeable to Contractor, its subcontractors or vendors, Owner may retain out of any
amounts due to Contractor an amount which in the judgement of Owner is reasonably
sufficient to indemnify against such lien, charge or claim including legal fees and
associated costs. Owner will retain said amounts until Contractor pays and discharges
the lien, claim or charge or until Owner is satisfied that such lien, charge or claim is
invalid. In that event Owner will promptly release the amount retained and remit the
same to Contractor less any costs Owner is entitled to recover from Contractor. If
such lien, claim or charge is valid in Owner’s reasonable judgement, Owner may pay
and discharge the same and deduct the amount paid from the balance of the Contract
Price due to Contractor. If a lien, charge or claim remains unsatisfied after completion
and acceptance of the Work, Contractor shall promptly refund to Owner all amounts


34
paid by Owner in discharging such lien, charge or claim, including costs and
reasonable legal fees and all costs incurred by Owner.
14.7 Punchlists and Retentions
Owner and Contractor shall agree on the scope of work requiring completion or
correction by Contractor in order for Contractor to fully comply with the terms and
provisions of this Contract and to fully complete the Project. In addition, Owner and
Contractor shall agree upon the cost (if any) of the correction or completion of such
work. Owner shall be entitled to withhold from the next payment(s) due to Contractor
a sum equal to one and one half times the aggregate value of the scope of work
requiring correction. As Contractor corrects or satisfactorily completes the scope of
work, Owner shall pay to Contractor the value withheld corresponding to the work
corrected or completed. In the event the amounts due Contractor are insufficient for
this purpose, Contractor shall deposit with Owner an amount sufficient to make the
sum to be held under this paragraph equal to one and one half times the aggregate
value of the total work requiring correction.
14.8 Backcharges and Retentions
If in the course of the Project, Owner incurs costs during the Time for Completion in
Order (a) to remedy deficient Work ; (b) increase the cost of Owner’s leases, rentals,
subcontracts and the like due to Contractor’s schedule impacts; (c) complete Work
which Contractor has omitted, and provided Owner has given Notice to Contractor of
such costs and remedies by Owner, then such costs shall be termed Back charges.
Owner shall set aside monies from any Final Payment due Contractor to cover
Owner’s costs for such Back charges until such time as a Change Order is negotiated
by the Parties to resolve the costs.
15.0 VARIATIONS
15.1 Defined
In these Conditions the term “Variation” means any alteration of the Work whether by
way of addition, modification or omission, alteration or other change to the Contract,
15.2 Discretion of Owner
The Owner shall have the power by notice to the Contractor from time to time during
the execution of the Contract to instruct the Contractor to make any Variations to the
Work. The Contractor shall carry out Variations and be bound by these Conditions in
so doing as though the Variations were stated in the Contract. If the Contractor
believes that the Variation will involve an addition to or deduction from the Contract
Price / completion schedule, as soon as possible after receiving such instruction, the
Contractor shall provide
(a) A detailed description of the circumstances and reasons for the adjustment;
(b) The specific reasons a reasonably detailed itemization and substantiation of the
adjustment;


35
(c) Documentation, charts, graphs, photographs and reports which bear on the
Variation;
(d) Specific references to the provisions of this Contract on which the Contractor
intends to rely; and
(e) Any other supporting data upon which Contractor intends to rely or which Owner
requests To the extent it reasonably agrees, Owner shall issue a Variations
pursuant thereto. However, no Variation shall be allowed if
i) Contractor has proceeded prior to notice;
ii) It is the requirement of this Contract;
iii) It was necessitated by Contractor’s failure to reasonably comply with the

requirements of this Contract; or
iv) Contractor’s performance was adversely affected by its acts or omissions

or of those persons or parties under its direction or control. Nothing herein
shall prevent the Contractor from making proposals to the Owner for
Variations to the Work, but no Variation so proposed shall be carried out
by the Contractor except as directed in writing by the Owner.
15.3 Pricing Variation
The amount to be added to or deducted from the Contract Price shall, if not the
subject of a fixed quotation from the Contractor which has been accepted by the
Owner prior to the Variation having been ordered, be determined in accordance with
the rates (if any) specified in this contract. Where rates are not contained in the said in
this contract or are not applicable then the amount shall be such sum as is in all the
circumstances reasonable. In any case where the Contractor is instructed to proceed
with a Variation prior to the determination of the value thereof the Contractor shall
keep contemporary records of the Cost of making the Variation and of time expended
thereon. Such records shall be open to inspection by the Owner at all reasonable
times.
15.4 Provisional Payment
Agreement on any Variation shall Constitute a final settlement on all items covered
therein. If Owner and Contractor are unable to agree on the firm price amount of any
proposed Variation, Owner may nonetheless order Contractor to proceed with the
Work to be covered by the proposed Variation and the prosecution of the Works,
provided, however, that Contractor shall be compensated for such Variation on a cost
reimbursable basis (based with respect to services at the respective rates set forth in
the Schedules) subject to a guaranteed maximum price which shall be the firm price
initially proposed by Contractor to Owner for such Variation.
15.5 Notice to Contractor
When ordering any Variation to any part of the Work, the Owner shall give the
Contractor such reasonable notice as will enable him to make his arrangements


36
accordingly. In cases where equipment is already fabricated or erected or in the

course of fabrication or erection or any Work done or drawings or patterns made that
require to be altered, the Contractor shall be entitled to be paid the Cost of such
alterations. If, in the opinion of the Contractor, any such Variation is likely to prevent
or prejudice him from or in fulfilling any of his obligations under the Contract, he shall
notify the Owner thereof with full supporting details. The Owner shall decide forthwith
whether or not the Variation shall be carried out. If the Owner confirms his instructions
in writing the said obligations shall be modified to such an extent as may be justified.
Until the Owner so confirms his instructions, they shall be deemed not to have been
given.
15.6 Duty to Continue
In the interest of the Work and the Owner and community which it is to serve, delays
and disruptions shall be kept to a minimum. Therefore, Contractor shall promptly
comply with instructions, authorizations, directions and notices given by Owner with
respect to the Work, notwithstanding that agreement has not been reached on the
effects, if any, on Contract Price or Contractor’s program. Failure of Owner and
Contractor to agree to any Variation or the terms thereof or to any adjustment in the
Contract Price or schedule shall be treated as a dispute in accordance with Clause
21.1, but will not excuse Contractor from proceeding with performance of the Work or
variation when so directed.
16.0 DEFAULT OF CONTRACTOR AND OWNER
16.1 Notice to Correct
If the Contractor fails to carry out any of his obligations, or if the Contractor is not
executing the Works in accordance with the Contract, the Owner/Owner’s
Representative may give notice to the Contractor requiring him to make good such
failure and remedy the same.
16.2 Termination
If the Contractor :
(a) Fails to comply within a 30 days with a notice under Sub-Clause 16.1,
(b) Abandons or repudiates the Contract,
(c) A failure by the Contractor to achieve a Taking Over even after 9 months after
the time of completion
(d) Without reasonable excuse fails:
(i) To commence the Works promptly in accordance with Sub-Clause 9.1.

(ii) To proceed with the Works in accordance with Clause 8,
(e) Becomes bankrupt or insolvent, goes into liquidation, has a receiving or

administration order made against him, compounds with his creditors, or carries


37
on business under a receiver, trustee or manager for the benefit of his creditors,
or if any act is done or event occurs which (under any applicable law) has a
similar effect to any of these acts or events,
(f) Fails to comply with a notice issued under Sub-Clause 7.4 within 28 days after
having received it, or
(g) Assigns the Contract or subcontracts the Works without required consent, then,
the Owner may, after having given 14 days’ notice to the Contractor, terminate
the Contract and expel him from the Site. The Contractor shall then deliver all
Engineering Documents, and other documents made by or for him, to the
Owner/Owner’s Representative. The Contractor shall not be released from any
of his obligations or liabilities under the Contract. The rights and authorities
conferred on the Owner and the Owner’s Representative by the Contract shall
not be affected.
The Owner may upon such termination complete the Works himself and/or by any
other Contractor. The Owner or such other Contractor may use for such completion
so much of the Engineering Documents, other testing documents made by or on
behalf of the Contractor, Contractor’s Equipment, Temporary Works as he or they
may think proper. Upon completion of the Works, or at such earlier date as the
Owner/Owner’s Representative thinks appropriate, the Owner/Owner’s
Representative shall give notice that the Contractor’s Equipment and Temporary
Works will be released to the Contractor at or near the Site. The Contractor shall
remove or arrange removal of the same from such place without delay and at his cost.
If it is found that the Owner was not entitled to terminate under this Sub-Clause, the
Contract shall be deemed to have been terminated under Sub-Clause 3.4.
16.3 Valuation at Date of Termination
The Owner/Owner’s Representative shall, as soon as possible after such termination,

determine in consultation with Contractor and arrive at a mutually agreed the value for
completing the balance work (unfinished) as per contract documents.
16.4 Payment after Termination
After such termination, the Owner shall not be liable to make any further payments
due to the Contractor until the costs of execution, completion and remedying of any
defects, damages for delay in completion (if any), and all other costs incurred and to
be incurred by the Owner, have been established.
The Owner shall be entitled to recover from the Contractor the extra costs, if any, of
completing the Works. The amount due or payable by Contractor on Termination shall
be determined taking into account and cost of completing unfinished contract.
In case of Bankruptcy and Insolvency the Owner shall be entitled to serve the notice
to the administrator or receiver or liquidator or to any person in whom the contract

may become rested in which the provisions of this clause apply.


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16.5 Owner Default
In the event of the Owner failing without good cause, to pay to the Contractor the
amount due under any certificate within 90 days’ after the date of its issue subject to
any deduction that the Owner is entitled to make under the Contract, or becoming
bankrupt or (being a corporation) going into liquidation other than for the purpose of a
scheme of reconstruction or amalgamation, or carrying on its business under an
administrator, receiver, manager or liquidator for the benefit of its creditors or any of
them, the Contractor shall be entitled without prejudice to any other rights or remedies
under the Contract, terminate the Contract by giving Notice to the Owner. In the event
of such termination for Owner’s Default, the Owner shall certify the Termination Value
of the Work as at the date of termination.
17.0 ACCIDENTS AND DAMAGE
17.1 Care of the Work
The Contractor shall be responsible for the care of the Works or any portion thereof
until the date of Taking-Over as stated in the Taking-Over certificate applicable
thereto. The Contractor shall also be responsible for the care of any outstanding Work
which he is carrying out after Completion and Take Over by Owner and during the
Defects Liability Period until all such outstanding Work is complete.
17.2 Making Good
In the event that any part of the Work shall suffer loss or damage whilst the Contractor
has responsibility for the care thereof, the same shall be made good by the Contractor
at his own expense.
17.3 Indemnity
(a) Except as hereinafter mentioned, the Contractor shall be liable for and shall
defend and indemnify the Owner against all claims in respect of personal injury
or death and in respect of loss of or damage to any property (other than property
forming part of the Works) which arises out of or in consequence of the
execution of the Work and against all demands, costs, charges and expenses
arising in connection therewith.
(b) Contractor shall not be liable for Owner’s negligence or wilful misconduct.
17.4 Owner’s Employees
The Contractor shall indemnify the Owner against all actions, suits, claims, demands,
costs, charges and expenses arising in connection with the death of or injury to any
person employed by the Contractor or his Subcontractors for the purposes of the
Work. This indemnity shall not apply to the extent that any death or injury is found to
result from act or default of the Owner, his servants, agents or its other Contractors
for whom he is responsible. And not directly attributable to Contractor. The Owner
shall indemnify the Contractor against all claims, damages, costs, charges and


39
expenses to such extent and in that event. Indemnification of the Contractor by the
owner will be done while applying provision of clause 17.5 mutatis mutandis.
17.5 Action on Claim
In the event of any claim being made against the Owner arising out of the matters
referred to and in respect of which it appears that the Contractor may be liable under
this Clause the Contractor shall be promptly notified thereof and shall at his own
expense conduct all negotiations for the settlement of the same and any litigation that
may arise in relation thereto. The Owner shall not unless and until the Contractor shall
have failed to take over the conduct of the negotiations or litigation make any
admission which might be prejudicial thereto. The conduct by the Contractor of such
negotiations or litigation shall be conditional upon the Contractor having first given to
the Owner such Indemnity bond as shall from time to time be required by him to cover
the amount ascertained or agreed or estimated, as the case may be of any
compensation, damages, expenses and costs for which the Owner may become
liable. The Owner shall at the request of the Contractor afford all available assistance
for any such purpose and shall be repaid all Costs reasonably incurred in so doing.
18.0 LIMITATIONS OF LIABILITY
18.1 Mitigation
In all cases the party establishing or alleging a breach of contract or a right to be

indemnified in accordance with the Contract shall be under a duty to take all
necessary measures to mitigate the loss which has occurred provided that he can do
so without unreasonable inconvenience or cost.
18.2 Consequential Damages
Except for the payment or deduction of Liquidated Damages (LD) for delay or failure
to achieve performance, neither the Contractor nor the Owner shall be liable to the
other by way of indemnity or by reason of any breach of the Contract or of statutory
duty or by reason of tort (including but not limited to negligence) for any loss of profit,
loss of contracts or for any financial or economic loss or for any indirect or
consequential damage whatsoever.
18.3 Remedies Exclusive
The Owner and the Contractor intend that their respective rights, obligations and
liabilities as provided for in these Conditions shall be exhaustive of the rights,
obligations and liabilities of each of them to the other arising out of, under or in
connection with the Contract or the Work, whether such rights, obligations and
liabilities arise in respect or in consequence of breach of contract of statutory duty or a
tortuous or negligent act or omission which gives rise to a remedy at common law.
19.0 INSURANCE
19.1 Works Insurance (Builder’s All Risks)
Marine, Storage cum Erection Policy (MCE)


40
The Contractor shall keep each part of machinery & equipment thereof insured for its
full replacement value against all loss or damage under MCE Policy. Such insurance
shall be effected from the date of the Notice to Proceed and shall continue to cover
damage up to the commissioning. All claims under any such policies shall be applied
in or towards the replacement and repair of the machinery, equipment damaged or
destroyed but this provision shall not affect the Contractor’s liabilities under the
Contract. The Contractor will take MCE Policy with a condition that NOC from owner
shall be obtained prior to receiving claim, if any.
19.2 Third Party Liability Insurance
The Contractor shall from the date of Notice to Proceed, at its cost insure in an
amount to be mutually acceptable to the Owner and the Contractor for damage or
death or personal injury to any person (other than any employee of the Owner) or to
any property (other than property forming part of the Work and Contractors
equipment) due to or arising out of the execution of the Work.
19.3 Workers Cover
The Contractor shall at its cost insure and shall maintain insurance against his
complete liability for accidents or injury to its Workmen. The terms of any such policy
shall also include the provision to cover the indemnification of the Owners, if reason of
liability is directly attributed to Contractor.
19.4 Equipment Cover
The Contractor shall at its cost insure against any loss or damage to the Contractors
equipment (including automobiles) during handling, transportation storage, erection,
commissioning and all activities to be performed till the date of Taking-over Certificate
Contract. The policy will be in the name of the Contractor.
19.5 Evidence
The Contractor and the Owner shall respectively maintain acceptable evidence
(including the policy and the receipts for the premium) of the above insurance covers.
19.6 Default
If the Contractor shall fail to effect and keep enforce the insurance referred to in these
Conditions the Owner may effect and keep in force any such insurance and pay such
premiums as may be necessary for that purpose and deduct the amount so paid by
the Owner from any monies due or which may become due to the Contractor under
the Contract or recover the same as a debt from the Contractor.
19.7 Additional Insureds

Contractor shall provide evidence in the form of Certificates of Insurance listing the
additional insureds as may be more specifically identified in the Special Conditions.


41
19.8 Waiver of Subrogation
Wherever insurance is arranged under the Conditions in the names of the several
designated Parties or persons, or on terms containing provisions for indemnity to
principals, the party effecting such insurance shall procure that the subrogation rights
of the insurers against the other Parties or persons are waived.
20.0 FORCE MAJEURE
20.1 Definition of Force Majeure

In this Clause, “force majeure” means an event beyond the control of the party
affected, which makes it impossible or illegal for a party to perform, including but not
limited to:
(a) Act of God:
(b) War, hostilities (whether war be declared or not), invasion, act of foreign
enemies.
(c) Rebellion, revolution, insurrection, or military or usurped power, or civil war;
(d) Riot, commotion, unless solely restricted to employees of the Contractor or of

his Subcontractors.
(e) Action of court or public authority not capable of being avoided by the party.
20.2 Effect of Force Majeure Event
Neither the Owner nor the Contractor shall be considered in default or in contractual
breech to the extent that performance of obligations is prevented by a force majeure
event which arises after the Effective Date. Non performance of the Contractor or his
subcontractor should not be treated as force majeure under the contract unless the
reason for such non performance word, itself, constitute an event of force majeure as
defined under the contract.
20.3 Contractor’s Responsibility
Upon occurrence of an event considered by the Contractor to constitute force majeure

and which may affect performance of his obligations, he shall promptly notify the
Owner/Owner’s Representative, and shall endeavour to continue to perform his
obligations as far as reasonably practicable. The Contractor shall also notify the
Owner/Owner’s Representative of any proposals, including any reasonable alternative
means for performance, but shall not effect such proposals without the consent of the
Owner’s Representative.
20.4 Owner’s Responsibility
Upon occurrence of an event considered by the Owner to constitute force majeure

and which may affect performance of his obligations, he shall promptly notify the
Contractor and the Owner’s Representative, and shall endeavour to continue to


42
perform his obligations as far as reasonably practicable. The Owner shall also notify
the Owner’s Representative and the Contractor.
20.5 Delays in Time for Completion
Contractor shall notify Owner in writing within seven (7) days after Contractor
becomes aware of such an event, setting forth the full particulars in connection
therewith, and shall give written notice to Owner within five (5) days of the cessation
of such event. If Contractor was necessarily delayed in the final completion of the
Works (as retrospectively notified to Contractor by Owner) exclusively by reason of an
event for which it is relieved of delay liability hereunder, the time for completion only
shall be extended to the extent necessary to compensate for the delay directly
resulting from the event as reasonably determined by Owner, but no such extension
shall (i) exceed the total delay encountered taking into account Contractor’s ability to
reschedule activities to minimize or eliminate delays in the final completion of the
Work notwithstanding delays to certain portions of the Work or (ii) be granted unless
written notice of such event is given to Owner as provided above, and a claim for such
extension is presented in writing to Owner within ten (10) days after the termination of
such event. Contractor shall use its best efforts to mitigate the effects of an event.
20.6 Optional Termination, Payment and Release
Irrespective of any extension of time, if a force majeure event occurs and its effect
continues for a period of 182 days (the period should be continuous and not an
aggregate period), either the Owner or the Contractor may give to the other a notice
of termination, which shall take effect 28 days after the giving of the notice. If, at the
end of the 28 - day period, the effect of the force majeure continues, the Contract
shall terminate. If the Contract is terminated under this Sub-Clause or Sub-Clause
3.4, the Owner/Owner’s Representative shall determine the value of the work done
and:
(a) The amounts payable for any work carried out for which a price is stated in the
Contract;
b) The Cost of the Work which has been completed by the Contractor such works
shall become the property of (and be at the risk of) the Owner when paid for by
the Owner, and the Contractor shall place the same at the Owner’s disposal;
(c) Any other Cost or liability which in the circumstances was incurred by the
Contractor in the execution of the Works;
(d) The reasonable Cost of removal of Temporary Works and Contractor’s
Equipment from the Site and the return of such items to the Contractor’s works
in his country (or to any other destination at no greater cost); and
(e) The reasonable Cost of repatriation of the Contractor’s staff and labour
employed wholly in connection and issue a Payment Certificate.
20.7 Release from Performance under the Law
If an event of force majeure occurs, and under the law of the Contract the Owner and
the Contractor are released from further performance, the sum payable by the Owner


43
to the Contractor shall be the sum as would have been payable under Sub-Clause
20.6 if the Contract had been terminated under that Sub-Clause.
21.0 CLAIMS, DISPUTES AND ARBITRATION
21.1 Disputes
The Parties shall cooperate to facilitate the efficient timely performance of the Work.
The Parties further agree in good faith to undertake resolution of disputes, if any, in an
equitable and timely manner, employing such resolution mechanisms as may be most
suitable to the settlement of the dispute so as to avoid where feasible the need for
legal resolutions of any kind. In the interest of the Work and the communities and
Owner the Work is intended to serve, Contractor shall continue uninterrupted the
performance of the Work pending the resolution of any dispute.
In the event of any dispute on any issue under which the Owner or Contractor is liable
to pay penalty or payment to government authority for reasons directly attributable to
either owner/Contractor, the party shall in effect pay such amounts and thereafter
proceed for settlement of dispute as per Clause 21.4, if required.
21.2 Procedure for Claims
If the Contractor intends to claim any additional payment under any Clause of these
Conditions or otherwise, he shall give notice to the Owner’s Representative within 28
days of the start of the event giving rise to the claim.
The Contractor shall keep such contemporary records as may be necessary to

substantiate any claim, either on the Site or at another location acceptable to the
Owner’s Representative. Without admitting the Owner’s liability, the Owner’s
Representative shall, on receipt of such notice, inspect such records. The Contractor
shall permit the Owner/Owner’s Representative to inspect all such records, and shall
(if instructed) submit copies to the Owner’s Representative.
Within 28 days of such notice, or such other time as may be agreed by the Owner’s
Representative, the Contractor shall send to the Owner’s Representative an account,
giving detailed particulars of the amount and basis of the claim. Where the event
giving rise to the claim has a continuing effect, such account shall be considered as
interim. The Contractor shall then, at such intervals as the Owner/Owner’s
Representative may reasonably require, send further interim accounts giving the
accumulated amount of the claim and any further particulars. Where interim accounts
are sent to the Owner/Owner’s Representative, the Contractor shall send a final
account within 28 days of the end of the effects resulting from the event.
If the Contractor fails to comply with this Sub-Clause, he shall not be entitled to
additional payment.
21.3 Expert
Expert shall be the arbitrator, having suitable qualification and mutually appointed by
the parties.


44
21.4 Arbitration
All disputes arising out of or in any way connected with this Agreement shall be
deemed to have arisen at Jaintia hills in Meghalaya and only the Courts of Meghalaya
shall have jurisdiction to determine the same.
Several parts of this contract have been read to Contractor and fully understood by
Contractor.
No claim for interest will be entertained by the Owner with respect to any money or
balances which may be in Owner’s hands owing to a dispute between Owner and the
Contractor or with respect of any delay on the part or the Owner in making interim or
final payments or otherwise.
Any dispute in which amicable settlement has not been reached by the parties shall
be finally decided at Jaintia Hills, Meghalaya, by Indian Arbitration Act and conciliation
act 1996.
22.0 GENERAL COVENANTS
22.1 Law of Contract
The Contract shall in all respects be governed by and interpreted in the courts of and
governed by in accordance with the Laws of India.
22.2 Compliance with Applicable Laws: Postings
Contractor shall provide and/or post as appropriate or required by Applicable Law or

regulations all notices, permits, licenses and approvals related to Contractor’s
performance of the Work (other than permits, licenses and approvals to be obtained
by Owner hereunder) and shall observe and abide by all Applicable Law, including
national, state, or local laws, regulations, ordinances and other rules of the
government or any other duly constituted public authority having jurisdiction of the
Work. Contractor further agrees to defend, indemnify and hold Owner harmless
(including expenses and legal fees) from any liability or penalty which may be
imposed by reason of Contractor’s failure or alleged failure to observe and abide
thereby, and agrees to pay legal fees associated with the enforcement of this
indemnity.
22.3 Relationship of the Parties
Contractor shall be at all times an independent Contractor. Owner shall have no

responsibility whatsoever with respect to obligations assumed by Contractor and
nothing in this Contract shall be deemed to constitute Owner a partner, agent or legal
representative of Contractor or to create any fiduciary relationship.
22.4 Entire and Complete Contract

This Contract, together with all Schedules, Drawings, Appendices, Variations and any
valid amendments constitutes the entire and complete agreement of the Parties with
respect to the accomplishment of the Works, superseding all prior or


45
contemporaneous understandings, arrangements and commitments, all of which,

whether oral or written, being superseded and merged herein.
22.5 Binding Effect
This Contract shall be binding upon both the Parties to this Contract, and to any
successor or assignee or validly acquiring an interest hereunder consistent with this
Contract.
22.6 Other Documents
Each Party agrees to execute and deliver any instruments and to perform any acts
that may be necessary or reasonably requested in order to give full effect to the intent
and purpose of this Contract.
22.7 Waiver
Unless otherwise specifically provided by the terms of this Contract, no delay or

failure to exercise a right whether or not resulting from any breach of this Contract
shall impair such right or shall be construed to be a waiver thereof, and the same may
be exercised from time to time and as often as may be deemed expedient. Any
Waiver shall be in writing and signed by the Party granting such waiver. If any
representation, warranty or covenant contained in this Contract is breached by either
Party and thereafter waived by the other Party, such waiver shall be limited to the
particular breach so waived and shall not be used to waive any other breach under
this Contract.
22.8 Visitors, Photographs, Security
Contractor shall be responsible for the security of the Site and protection of the Works
and Plant. Visitors shall be restricted, controlled, and protected. No photographs or
video recording will be permitted without the prior approval of Owner.
22.9 Survival or Obligations
Notwithstanding Owner’s acceptance of the Work or the termination of this Contract

pursuant to its terms, any duty or obligation which has been incurred by Contractor
and which has not been fully observed, performed and / or discharged and any right,
unconditional or conditional, which has been created for the benefit of Owner and
which has not been fully enjoyed, enforced and / or satisfied (including but not limited
to the duties, obligations and rights, if any, with respect to confidentiality, indemnity,
warranty, guaranty) shall survive such acceptance or termination until such duty or
obligation has been fully observed, performed and or discharged and such right has
been fully enjoyed, enforced or satisfied.
22.10 Third Party Rights
This Contract is not entered into for the benefit of any third party not specifically
named herein as a intended or beneficiary and no rights shall arise from or be

deemed to be granted herein or hereby to or for the benefit of any such third parties.


46
22.11 Severability
In the event that any provision of this Contract is held to be unenforceable or invalid
by any court of proper jurisdiction, the remaining provisions shall be construed to
reflect the Parties’ original interest and intent as closely as possible without giving
effect to such affected provision.
22.12 Counter Parts
This Contract may be executed in more than one counterpart, each of which shall be
deemed an original


47
APPENDIX – E
Description Clause No. Details

Owners name and address 1.1.3 Site Address
Umlyngsha,Khliereit-Lakadong Road,sub-
division-khleireit,Nilanchaal cement Pvt
limited ,Dist.-Jaintia Hills,Meghalaya.
Delhi Office Address:

Nilanchal Cement Pvt Ltd
A-85-86, Sector -2,
Noida,
U P – 201 301
Contractor’s name and address 1.1.3 To be finalised
Owner’s Consultant’s name and 1.1.3 FICHTNER Consulting Engineers (India)

address Private Limited
T-451,(A&B) Tower-4,5TH floor International
Infotech Park,Vashi Railway Station Complex
Vashi, New Mumbai – 400 705.
Law of the Contract 1.1.4 India
Ruling Languages 1.1.4 English
Language for communications 1.1.4 English
Arbitration rules 22.0
Institution to administrator 22.0

arbitration rules As per Indian Arbitration and Conciliation act,
1996
Number of arbitrators 22.0
Language of arbitration 22.0
Place of arbitration 22.0 Jaintia Hills, Meghalaya



48
APPENDIX – F
Sl. No. Clause No. Particulars
PROJECT SCHEDULE
1. LOI Letter of Intent issued by owner (Later)
2. LOA : Letter of Acceptance by Contractor
3. 1.1.4 Zero date / date of commencement – Date of LOI
4. 1.1.5 “Commissioning of Thermal Power Plant in Synchronisation with Grid /

DG set and also in isolation mode for a total period of 72 hours
(duration of each mode shall be decided by the Owner) of continuous
run at MCR / available load with operation of all system / equipment
including stand-by equipment, pollution control equipment etc. from
CCR through DCS with all the interlocks and protection system in
place, in auto and group mode at rated capacity with all parameters in
normal range i.e. well below alarm limits and all critical parameters
shall be as per design. All stand-by equipment shall be ready in stand-
by mode. But the plant should run with single line equipment and
stand-by equipment shall not be running parallel during
Commissioning. All parameters such as temperatures, vibration etc. for
all equipment and all process parameters for all systems shall be well
below alarm limit i.e within good limit as per original equipment
manufacturer’s recommendation during commissioning and thereafter”.
Before the system declared commissioned, a certificate of

commissioning shall be submitted from OEM for the following
system/equipments:
a) HT Motors
b) Transformers
c) Generator
d) Steam turbine & auxiliaries
e) Steam generator (Boiler) and auxiliaries
f) Instrument air and service air compressors
g) Boiler Fans
h) Ash Handling Plant and Ash handling compressors
i) Fuel, and Bed Material handling plant
j) DCS & analysers
k) Air Cooled Condenser and auxiliaries

l) Boiler Feed pump
m) Water Treatment Plant


49
Sl. No. Clause No. Particulars
n) Water system
o) EOT crane
p) Auxiliary Cooling Water system
q) Fire fighting system
r) Switchyard
5. 9.2 Due date of commissioning : 18 months from zero date
6. 1.1.5 “Reliability Run” means “15 days continuous operation of thermal

power plant after commissioning, with maximum 2 minor interruptions
of total 4 hours duration (not attributed to customer) in Synchronisation
with Grid / DG set and in isolation mode (duration of each mode shall
be decided by the owner) at MCR / available load with operation of all
system / equipment including stand-by equipment, pollution control
equipment etc. from CCR through DCS with all the interlocks and
protection system in place, operation in auto and group mode at rated
capacity with all parameters in normal range i.e. well below alarm limit
and all critical parameters shall be as per design. All stand-by
equipment shall be ready in stand-by mode. But the plant should run
with single line equipment and stand-by equipment shall not be running
parallel during reliability run and thereafter”.
7. 1.1.5 Stabilisation period : 3 months from the date of commissioning
8. 1.1.5 Performance Guarantee Test: Within three months after stabilization

period. Contractor to conduct the Performance Guarantee Test as
agreed in the Technical schedule.
9. 11.0 Take Over of Plant: On successful demonstration of performance

guarantee test, plant will be taken over by the owner and take over
certified will be issued to Contractor.
10. 12.0 Defect Liability Period / Warranty: 12 months from the date of take-
over or 15 months from date of commissioning whichever is earlier.
No equipment shall be repaired for more than two times upto warranty
period. If equipment is required to be repaired again, then equipment
shall be replaced with new equipment instead of repairing of the same.
Advance permission shall be taken from owner for any shut down of
plant during stabilisation period. Maximum 2 no. of shut down each of
maximum 24 hrs. shall be permitted.
11. 12.5 Latent Defect Liability Period: 60 months from the date of
commissioning.

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FICHTNER Consulting Engineers (India) Private Limited.

Subject Doc. No. Rev. Vol. / Sec.

EPC TENDER SPECIFICATION I / 6

COMMERCIAL CONDITIONS OF CONTRACT