01 - General Conditions

General Conditions – Civil & Structural works
Attachment - 01
General Conditions of Contract

Contents
Sr. No Topic
1 Definition
2 Effectiveness
3 Cancellation of the contract
4 Suspension of work
5 Misconduct
6 Variation
7 Obligations relating to contractor’s personnel
8 Interfaces
9 Defect liability period and latent defects
10 Termination
11 Taxes
12 Applicable laws
13 Unforeseeable difficulties
14 Inspection, audit and rate of progress
15 Patent and royalties

16 No lien
17 Force majeure
18 Set-off
19 Liability for sub-contractor(s)
20 Arbitration
21 Governing Law and Jurisdiction
22 Insurance
Annexure – 1
NGC/S&W/CVL&STR/02 Page 1 of 17
1.0 Definitions
The following expressions, words and phrases hereunder and elsewhere in the Tender
Documents/Contract shall, unless repugnant to the subject or context thereof, have the following
meanings hereunder respectively assigned to them, namely:
1.1 “Affiliate” means, in relation to either Party, a person who controls, is controlled by, or is under the
common control with such Party (as used in this definition, the expression “control” means, with
respect to a person which is a company or corporation, the ownership, directly or indirectly, of more
than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is
not a company or corporation, the power to direct the management and policies of such person,
whether by operation of law or by contract or otherwise).
1.2 "Agreed Variation" shall mean the statement of agreed variation annexed to the Acceptance of
Tender or a further Amendment annexed to the Contract, forming part thereof.
1.3 “Contract” shall mean the agreement signed between the successful Tenderer and NGC after issuing
of LoI to the successful Tenderer pursuant to the successful bid;
1.4 “Applicable Laws” means and includes all laws, treaties, regulations, standards, decrees, rules,
decisions, judgments, orders, injunctions, interpretations, authorisations and directives, permits or
any part thereof issued by any government authority or any courts having competent jurisdiction.
1.5 “Applicable Permits” means all clearances, licenses, permits, authorisations, no-objection
certificates, consents, approvals and exemptions required to be obtained or maintained under
Applicable Laws in connection with the performance of the Scope of Work during the subsistence of
the Contract.
1.6 “Bid” means the documents in their entirety comprised in the bid submitted by the successful
Tenderer in response to the Tender Documents in accordance with the provisions thereof and “Bids”
shall mean the bids submitted by any and all pre-qualified bidders;
1.7 “Bought Out Items” shall mean the items required by the Contractor to fulfill the committed scope
of the job but not manufactured by the Contractor such as Cement, Reinforcement, Structural Steel,
Tiles, Paint, False Floor, False Ceiling, Construction Chemicals etc. All such items need to be procured
by Contractor from approved vendors.
1.8 “Business Day” means any day, other than Saturday or Sunday, on which banks are generally open
for normal banking business in Andhra Pradesh.
1.9 “Change in Law” means the occurrence of any of the following after the Effective Date: (a) the
enactment of any new Indian law; (b) the repeal, modification or re-enactment of any existing Indian
law; (c) the commencement of any Indian law which has not entered into effect until the Effective
Date; (d) a change in the interpretation or application of any Indian law by a judgement of a court of
record which has become final, conclusive and binding, as compared to such interpretation or
application by a court of record prior to the Effective Date; or (e) any change in the rates of any of
the taxes or royalties that have a direct effect on the Scope of Work.
1.10 “Commercial Operations Date” shall mean the date of first discharge of Propane/Butane/LPG from
ship at Krishnapatnam.
1.11 “Commissioning” shall mean the completion of the operations of taking hydrocarbon into the
Terminal, and the issue of a Commissioning Certificate by the Terminal Manager.
1.12 "Completion Certificate" shall mean the Completion Certificate issued by the Terminal Manager in
respect of the Work upon completion of the Scope of Work by the Contractor subject to the
satisfaction and inspection by NGC.
1.13 “Confidential Information” means all information and data (a) provided by or on behalf of NGC to
Contractor in connection with this Contract or the Scope of Work; (b) otherwise obtained directly or
indirectly by Contractor in the performance of the Scope of Work or (c) generated, produced or
developed by the Scope of Work during or as a result of the performance of the Scope of Work or
otherwise arising out of this Contract, in each case regardless of whether such information and data
was provided before or after the Effective Date and including all data, logs, samples, charts,
drawings, tracings, documents, calculations, interpretive and derivative data, reports, analyses,
interpretations, evaluations, maps, production data, geological data, geophysical data, geochemical
data, engineering data computer printouts and items of a similar nature.
1.14 "Contractor" shall mean the successful Tenderer selected by NGC for the performance of the Work
and shall include the successors and permitted assigns of the Contractor.
1.15 "Director" shall mean any of the directors of NGC.
1.16 “Engineering Consultant” shall mean LAS Engineers and Consultants Pvt. Ltd.
1.17 “Good Industry Practice” means the practices, methods, techniques, designs, standards, skills,
diligence, efficiency, reliability and prudence which are generally and reasonably expected from a
reasonably skilled and experienced contractor engaged in the same type of undertaking as envisaged
under this Contract and which would be expected to result in the performance of its obligations by
the Contractor in accordance with this Contract, Applicable Laws and Applicable Permits in reliable,
safe, economical and efficient manner.
1.18 “HSSE” shall mean and include the Health, Safety, Security and Environment guidelines that prevail
and will be applicable to the Scope of Work.
1.19 "Job Site" shall mean the designated site at which the Work is to be performed by the Contractor.
1.20 “LoI” or “Letter of Intent” shall mean the letter issued to the successful Tenderer by NGC conveying
the intent to enter into the Contract with such successful Tenderer.
1.21 "Order" or "Instruction" shall respectively mean any written order or instruction given by the
Terminal Manager.
1.22 "NGC" / “Owner” shall mean M/s NGC Energy India Pvt. Ltd., having its registered office at 407, TTT
Building, Krishnapatnam Port Premise, Krishnapatnam, Muthukur, Nellore, Andhra Pradesh - 524334,
which shall include its successors and permitted assigns.
1.23 "Plans" or "Drawings" shall mean maps, plans, tracings, prints etc. forming part of the Tender
Documents and any details or working drawings, amendments and/or modifications thereof
approved in writing by the Terminal Manager, Site Engineer or any agency notified by the Terminal
Manager to the Contractor for the purpose and shall include any other drawings or plans in
connection with the Work as may, from time to time, be furnished by or approved in writing by the
Terminal Manager or Site Engineer or any other agency nominated by the Terminal Manager in this
behalf in connection with the Work.
1.24 “Port Service Provider” or “KPCL” shall mean Krishnapatnam Port Company Limited.
1.25 “Port User” shall mean any users that utilize the services of KPCL at the Krishnapatnam Port.
1.26 "Project" shall mean the Refrigerated LPG Terminal and associated facilities including Marine
Unloading and Loading Arms, ship to shore pipelines from jetty to the terminal at Krishnapatnam
Port premises, Muthukur Village, Andhra Pradesh.
1.27 “Project Management Consultant” shall refer to Liquidgaz Energy Pvt. Ltd.
1.28 “Sub-Project” shall mean the Design, Engineering, Procurement, Supply, Fabrication, Inspection,
Transportation, Storage, Construction, Installation, Insulation, Testing, Pre-Commissioning &
Commissioning of two 30410 m3 water capacity Full Integrity Double Walled Storage Tanks at LPG
Terminal at Krishnapatnam Port in Andhra Pradesh.
1.29 “QAP” shall mean Quality Assurance Plan for the Scope of Work.
1.30 "Running Account Bill" shall mean a bill for the payment of 'on account' monies to the Contractor.
1.31 "Schedule of Rates" shall mean the Schedule of Rates annexed as part of the Tender Documents by
the Contractor and shall include any remuneration payable to the Contractor for the Work or any
part thereof, determined in accordance with the conditions herein.
1.32 "Retention Amount" shall mean the Security Deposit as specified by NGC, i.e., 10% of R.A. bill value.
1.33 "Site Engineer" shall mean the engineer(s) designated by the Terminal Manager as site engineer for
the Work to be performed by the Contractor at any and/or all Job Sites.
1.34 "Specification(s)" shall include but is not limited to standard of performance of the Work, whether
typical or otherwise or technical parameters of the Work to be performed under the Contract and/or
the Tender documents. In the absence of any specifications as aforesaid, covering any particular
Work or part or portion thereof, it shall mean the relevant Indian Standard Institution Specifications
or equivalent for or related to the particular Work or part thereof.
1.35 "Tender Documents" shall mean all the Tender Documents specified in the Tender Notice.
1.36 “Tenderer” or “Bidder” shall mean the company or entity that has received the Tender Notice for
this Scope of Work and who has in-turn responded to NGC with a bid for this Scope of Work.
1.37 "Terminal Manager" or “Engineer” shall mean the engineer nominated by NGC for the purpose of
the Contract or any work covered thereunder.
1.38 “TPI” shall mean the Third-Party Inspection Agency engaged to carry out the inspection of the Scope
of Work or any part thereof under the Contract.
1.39 "Work" or "Scope of Work" shall mean the totality of the work, by expression or its implication,
related to Area filling, Piling & Pile-cap work for 2nos. of Full Integrity Doubled Walled Storage Tanks,
Piling & Pile cap for cross country pipeline and Associated civil work, civil works for 2no. of Mounded
Bullets, vent stack, fire water tank, Reinforced Concrete work for all Plant and non-plant buildings,
Roads and Drains, Compound wall and Civil work for cross-country pipe line including marine
unloading arms at Jetty, etc., and shall include all material, equipment and labor required for or
related to or incidental to or in connection with the commencement, performance or completion of
any work and/or for incorporation in the works.
All headings in these General Conditions of Contract or otherwise in any Contract Documents are
intended solely for the purpose of giving a broad indication of the contents of such clause and not
indicative of a summary of the contents thereof.
2.0 Effectiveness
2.1 The Contract shall come into force and effect from the date of last signature put on the Contract
between NGC and the successful Tenderer, and shall remain in force till all the obligations, duties and
performance of the Contractor are duly fulfilled and discharged under the Contract and up to end of
the warranty period or the earlier date of the termination of this Contract by mutual consent
(“Term”).
2.2 NGC will have the option to extend the Term on the same terms and conditions as specified in this
Contract by a period of up to one (1) year, at the discretion of NGC, through the delivery of Notice to
the Contractor no later than 30 days before the expiry of the Term.
2.3 The Contractor shall, on the Effective Date, commence and expeditiously and diligently perform the
Scope of Work in accordance with this Contract.
3.0 Cancellation of contract

3.1 NGC shall be entitled, at any time, at its discretion, to cancel the Work or part thereof, if, in the
opinion of NGC, the cessation of the Work becomes necessary owing to any cause whatsoever. A
notice in writing from NGC to the Contractor, of such cancellation and the reason(s) thereof, shall be
conclusive proof of such cancellation and the reasons thereof.
3.2 Upon cancellation of the Contract, the Contractor shall, at its sole cost, risk and expense: (i) comply
with all of NGC’s instructions and directions regarding such termination; (ii) preserve all Scope of
Work in progress; (iii) immediately discontinue performance of its obligations under this Contract, or
part thereof, and give to NGC all plans, maps, drawings, manuals, reports, data, Confidential
Information and other documents (whether or not they are completed) relating to the Scope of
Work; (iv) return all items provided by NGC (where applicable) including all Confidential Information;
(v) allow NGC or its authorised representatives full right of access to all Job Sites where Scope of
Work are being performed to take over the Scope of Work and/or take over possession of all
equipment and/or materials necessary for the completion of the Scope of Work; (vi) place no further
orders or sub-contracts in connection with the Scope of Work, except as may be necessary after
mutual discussions with NGC to preserve and protect the Scope of Work then in progress; (vii) assign
or otherwise transfer any of Contractor’s rights under any sub-contracts to NGC as may be required
by NGC; (viii) provide to NGC an inventory showing ownership of all equipment, plant, machinery,
apparatus, materials, consumables, goods, products, items and/or supplies allocated to the Scope of
Work including but not limited to such items already delivered, in transit or on order from suppliers
or sub-contractors.
3.3 In the event of an early cancellation, NGC shall pay to the Contractor, due amounts for the Scope of
Work that has been duly completed in accordance with the Specifications, as of the date of
cancellation to the satisfaction of NGC, and to the extent not already paid, including any amounts
withheld.
4.0 Suspension of work

4.1 The Terminal Manager may, at any time in his discretion, by issuing a notice in writing to the
Contractor, temporarily suspend the Scope of Work or any part thereof for such period(s) as he shall
deem fit, and Contractor shall, upon receipt of the order of suspension, forthwith suspend the Scope
of Work or such part thereof, till the time a written order is received from the Terminal Manager to
resume the same.
4.2 The Contractor shall not be entitled to claim compensation for any loss or damage incurred on
account of any suspension as aforesaid.
4.3 In the event of a suspension lasting for a period in excess of four (4) months, the Contractor shall
have the option to terminate the Contract by giving written notice thereof to the Director.
5.0 Misconduct
5.1 If any of the Contractor's or sub-contractor’s agent(s)/sub-agent(s), affiliate, consultant or
employee(s), in the opinion of the Terminal Manager (whose opinion in this behalf shall be final), be
found guilty of (i) having indulged directly in or abetted illegal, criminal or unlawful activities; (ii)
misconduct; (iii) negligence in the performance of his/their duties; (iv) indulging in behavior that is in
the opinion of the Terminal Manager undesirable; or (v) for any other reason; such person(s) shall
forthwith be removed from performing the Scope of Work and any such person(s) so removed shall
not be re-employed in the Scope of Work, except with the prior permission in writing of the Terminal
Manager. If the Contractor is required by law to replace any employee or personnel from the Job
Site, the Contractor shall do so at his own cost. Any person(s) so removed shall be immediately
replaced at the expense of Contractor by a qualified and competent substitute without affecting the
schedule of the Scope of Work.
5.2 The Contractor shall keep NGC indemnified from and against all claims whatsoever (inclusive of all
legal costs) arising out of any act or omission on part of the Contractor or sub-contractor or their
agent, sub-agent, consultant or employee, arising out of the performance of the Contract.
6.0 Variations
6.1 Right to Vary: (a) NGC may, at any time and for any reason, instruct by Notice an addition, deletion,
alteration and/or modification to or from the Scope of Work or to the timing thereof or to the
conditions under which they are to be carried out (a “Variation”). Such notice shall be headed or
clearly include the word “Variation”. If NGC instructs a Variation that requires the Contractor to
modify its performance of the Scope of Work, any necessary adjustments to the Delivery Schedule,
Milestones, the Milestone Dates, and/or the compensation payable pursuant to Schedule of
Payments, resulting from such Variation, it shall be made only as an Approved Variation in
accordance with this clause. If Contractor determines that a requested Variation will require an
adjustment to the Delivery Schedule, Milestones, the Milestone Dates, and/or the compensation
payable pursuant to Schedule of Payments and submits a Variation Order Request in respect of such
Variation within fifteen (15) days of receiving the Variation Notice, the Contractor will implement
such Variation pending agreement or determination of such adjustments.
6.2 NGC may, at any time and before instructing a Variation, instruct Contractor to submit a proposal,
which shall include all information in respect of the Variation proposed to be instructed, and, in
addition, the Contractor shall be entitled to submit a proposal including the same prescribed
information of its own initiative in the circumstances (a “Variation Order Request”). A Variation
Order Request shall be headed or clearly include the words “Variation Order Request”. NGC may
then modify or accept as-is, the variation proposed by way of the Variation Order Request
(“Approved Variation”), and from the date thereof, the Scope of Work shall be deemed to be
amended in accordance with, and shall be construed in light of, such Approved Variation.
6.3 Except as provided for in this document, the Contractor shall not make any addition, deletion,
alteration and/or modification to the Scope of Work unless instructed to do so by a Variation and/or
in accordance with an Approved Variation. Contractor shall not be or become entitled to additional
payment for any addition, deletion, alteration or modification to the Scope of Work unless reflected
in an Approved Variation.
6.4 Subject to the terms of this clause, Contractor shall be entitled to a Variation in the following
circumstances: (i) a delay caused to the Contractor’s performance of the Scope of Work by Force
Majeure (in which case, any Variation will only be in respect of an adjustment to the Milestones); (ii)
a delay caused to Contractor’s performance of the Scope of Work as a result of a suspension by NGC;
or (iii) a delay caused to Contractor’s performance of the Scope of Work by NGC’s failure to perform
any of its obligations under this Contract or any negligent act or omission of NGC, except to the
extent that such act, omission, breach or default was due to a negligent act or omission of Contractor
or any sub-contractor, employee, consultant thereof.
6.5 When the Contractor becomes aware of an event giving rise to a delay of its performance of the
Scope of Work, it shall forthwith take all reasonable measures to avoid or minimise such delay, shall
provide Notice to NGC of such measures, and shall supply NGC with such information as NGC may
reasonably request. Contractor shall not be entitled to an adjustment to the Milestone Dates to the
extent that Contractor has failed to take such reasonable measures to avoid or minimise the delay
suffered.
6.6 Variation Procedure: Contractor shall submit a Variation Order Request which shall include: (i) a
description of the work to be performed in order to carry out the addition, deletion, alteration or
modification to or from the Scope of Work as described in the Variation or the Variation Order
Request; (ii) Contractor’s proposal for any necessary adjustments to the Milestone Dates, together
with appropriate supporting evidence including an analysis of the effect of the Variation on the
Scope of Work; and (iii) the Contractor’s proposal for adjustment to the compensation payable
pursuant to Schedule of Payments.
6.7 If the Parties agree on all changes to the Milestone Date(s) or the compensation payable pursuant to
Schedule of Payments required by a Variation and/or a Variation Order Request, the Variation and/or
the Variation Order Request shall be affected in accordance with the terms as so agreed and set out
in writing. If the Parties do not agree on all changes to the Milestone Dates or the compensation
payable pursuant to Schedule of Payments required by a Variation or Variation Order Request, the
disputed changes shall be determined mutually by the Parties and the Contractor shall continue
performing its obligations under this Contract pending such determination.
7.0 Obligations relating to contractor’s personnel
7.1 The Contractor shall ensure that the personnel engaged by it or by its sub-contractors for
performance of its obligations under this Contract are at all times appropriately qualified, skilled and
experienced in their respective functions in conformity with Applicable Laws and Good Industry
Practice. It will be Contractor’s responsibility to verify & confirm background checks of his personnel
&sub-contractor’s personnel.
7.2 The Terminal Manager may, for reasons to be specified in writing, direct the Contractor to remove
any member of the Contractor’s or sub-contractor’s personnel from the Scope of Work.
7.3 The Contractor shall, on receiving a direction from the Terminal Manager under the provisions of the
clause above, ensure the removal of such person or persons from the Scope of Work with immediate
effect. The Contractor shall further ensure that such persons have no further connection with the
Contract.
7.4 Contractor shall maintain strict discipline and good order among its personnel, and those of the Sub-
contractors, during the performance of the Contract. In the event of negligence, professional
incompetence, or non-compliance with Applicable Laws, the HSSE requirements or the terms of
Contract by any personnel of Contractor or any subcontractor, Contractor shall promptly replace (or
cause the applicable subcontractor to replace) at its expense, whether or not requested by NGC, any
culpable personnel with a competent substitute(s) within twenty-four (24) hours or such longer time
as may be agreed by NGC. This provision shall also apply whenever the behaviour of any personnel of
Contractor or any Subcontractor is likely to jeopardize the relationship between Company,
KPCL/other port users and/or any governmental authority. Any such personnel shall be immediately
removed at the expense of Contractor. Any personnel removed for any of these reasons shall not be
engaged again in the Contract without the prior written approval of NGC.
7.5 The Contractor and his personnel/sub-contractor(s) shall, at all times, follow the HSSE Policy and
other rules and regulations of NGC as stipulated from time to time.
7.6 The Contractor and his personnel/sub-contractor(s) at all times shall follow the HSSE Policy and other
rules and regulations of KPCL as stipulated on their website (http://www.krishnapatnamport.com),
which the Contractor confirms to have read and agreed to.
7.7 Contractor will be responsible, at its expense, for all medical and hospital expenses of its personnel
and those of its subcontractors. Such personnel shall undergo such pre-employment and periodic
medical examinations as may be required by Applicable Law or good industry practice. To the extent
legally permissible, medical certificates, upon request, shall be made available for inspection by NGC.
7.8 The Contractor shall provide and maintain such temporary accommodation and amenities as may be
reasonably necessary for all its and its sub-Contractors’ staff and labor employed at the Site,
including all fencing, water supply (both for drinking and other purposes), electricity supply,
sanitation, fire prevention and fire-fighting equipment and other agreed requirements in connection
with such accommodation or amenities, in accordance with Applicable laws.
8.0 Interfaces
Contractor shall be fully responsible for all physical tie-ins, interfaces& coordination with other
plants, facilities, services and utilities necessary for the Sub-Project.
9.0 Defect liability period and latent defects

9.1 The Defect Liability Period for the Scope of Work, unless otherwise specified, shall be for a period of
Eighteen (18) months from the date of Commissioning or Twenty (24) months from the date of
Certificate of Completion granted by NGC, whichever is earlier. In case of Bought-Out Items by
Contractor, Contractor will provide the third party supplier’s warranty for a period of Eighteen (18)
months from the date of commissioning or Twenty Four (24) months from the date of Certificate of
Completion granted by NGC whichever is earlier, for faulty design, workmanship, and material.
9.2 The Contractor shall, at his own cost and initiative, correct, repair and/or rectify any and all defects
and/or imperfections in the Design, so far as designed by the Contractor or in the Scope of Work
performed or materials, components or other items incorporated therein, during the Defect Liability
Period.
9.3 Remedying Defects and Incorporating Changes: If at any time prior to the expiry of the Defect
Liability Period, the services provided by the Contractor are found to be defective, then upon Notice
from NGC to Contractor to such effect (together with details of the defect), Contractor shall, at its
own cost and expense, take all necessary steps to remedy the defect as soon as practicable following
NGC’s Notice.
9.4 Failure to Remedy Defects: (i) If Contractor fails to effectively remedy any defect within a reasonable
time after NGC’s Notice given under Section 9.3, NGC may, after giving reasonable advance notice, fix
a final date on or by which Contractor must remedy the defect. (ii) If Contractor fails to remedy the
defect by the final date fixed under Section 9.4(i), then NGC may carry out or engage others to carry
out the work required to remedy the defect at Contractor’s risk, cost and expense, and Contractor
shall reimburse NGC for the cost and expense incurred by NGC in so remedying the defect plus an
additional amount of twenty-five percent (25%) of such costs and expenses as an administrative
charge, subject to the limits of Contractor liability prescribed under the Contract.
10.0 Termination
10.1 Termination for Extended Force Majeure: If one or more events of Force Majeure prevents
Contractor from performing all or a substantial portion of the Scope of Work for a period of thirty
(30) consecutive days, then NGC may terminate the Contract or any portion of the Scope of Work
upon Notice to Contractor. If NGC terminates the Contract or any portion thereof under this clause,
then NGC will pay to Contractor the amounts for any Scope of Work that have been duly completed
in accordance with this Contract as of the date of termination to the satisfaction of NGC, and to the
extent not already paid, including any amounts withheld.
10.2 Contractor Events of Default: Each of the following events will constitute a “Contractor Default”
under this Contract if Contractor: (i) is in breach of any of its representations, warranties or
obligations under this Contract; or (ii) violates any Applicable Laws; or (iii) causes NGC to be in breach
of any of its obligations; or (iv) violates any of its obligations under this Contract relating to health,
safety, security and environment; or (v) fails to cure such breach within ten (10) days following
receipt of Notice from NGC identifying such breach and demanding cure of the same; or (vi) becomes
bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it,
compounds with its creditors, or carries on business under a receiver, trustee or manager for the
benefit of its creditors, or if any act is done or event occurs that under any Applicable Law has a
similar effect to any of these acts or events; or (vii) abandons the Scope of Work or repudiates the
Contract.
10.3 Remedies for Contractor Default: Upon the occurrence and during the continuance of a Contractor
Default, NGC will have the right to terminate the Contract or any portion of the Scope of Work upon
delivery of Notice to Contractor. Upon any termination of the Contract or any portion of the Scope of
Work pursuant to this clause, NGC will be entitled to: (a) recover from Contractor any advance
payment made by NGC that has not yet been recovered by, or repaid to, NGC; and any costs incurred
by NGC in having the Scope of Work (or the portion thereof terminated by NGC) completed by others
that are in excess of those costs that NGC would have paid to Contractor had the Contract (or such
portion of the Scope of Work) not been terminated, together with all other costs reasonably incurred
by NGC as a result of such termination (such costs, the “Additional Costs”); and (b) exercise any and
all other remedies under the Contract, at law or in equity. NGC shall have the right to recover any
amounts owed by Contractor pursuant to this clause either directly from the Contractor or by
deducting such amounts from the Bank Guarantee or from any monies due or that become due to
Contractor under the Contract or any other contract or agreement between NGC and Contractor.
10.4 The notice of termination shall set forth, in addition to a statement of the reason or reasons for
terminating the Contract, the time(s) and place(s) for conducting a survey and measurement of the
Work performed under the Contract up to the date of termination for the purpose of determining
the final amount(s) due to the Contractor thereof. The reason(s) for the termination stated in the
notice of termination, shall be final and binding upon the Contractor.
10.5 For the purpose of measurements, only completed items of the work shall be reckoned and the
decision of the Terminal Manager as to whether or not any works have been completed for the
purpose of measurement shall be final and binding upon the Contractor. Incomplete items of works
shall be measured only on the basis of materials supplied, and the decision of the Terminal Manager
as to the quantity of material involved in or relative to any incomplete works shall be final and
binding upon the Contractor.
10.6 Within seven (7) days of completion of the measurements, the Contractor shall clear the Site of all
scaffold, wiring, pipes, surplus materials, Contractor's labour, equipment and machinery and shall
demolish, dismantle and remove all Contractor's site offices and quarters and other temporary
works, structures and construction, whatsoever brought upon or erected at the Job Site or on any
land allotted to the Contractor by NGC and not incorporated in the permanent works and shall clear,
level and dress the Site and said land to the satisfaction of the Terminal Manager and shall put NGC
in undisputed custody and possession of the Site and all land allotted by NGC to the Contractor.
10.7 In the event the Contractor fails to handover the Site in accordance with clause above, in the manner
and within the time specified therein, NGC shall have the right, at the risks and costs of the
Contractor, to get such work done from a third party and claim the costs thereof from the
Contractor.
11.0 Taxes
11.1 The Contractor shall be exclusively liable for the payment of any and all taxes now or imposed,
increased or modified in respect of any work done and/or materials supplied under the Contract. The
Contractor hereby undertakes to indemnify and keep indemnified NGC from and against the same
and all claims, actions, demands and payments whatsoever against NGC howsoever arising
therefrom or in connection therewith.
11.2 The Contractor shall raise invoices in the format prescribed under the GST Regulations. In case, NGC
is not able to avail Input Tax Credit (“ITC”) of the GST so charged by the Contractor due to the
defective invoice or non-compliance with the matching principles i.e. either by not paying the
applicable taxes to the authorities or not filing the required declaration/returns or charging wrong
taxes by determining the wrong place of supply or due to any other obligation which the Contractor
has to meet, enabling NGC to avail ITC as per the Goods & Service Tax Regulations, then the Tenderer
will compensate NGC for the loss of ITC.
11.3 The Contractor also indemnifies NGC for any Input Tax Credit loss it suffers as a result of any sort of
non-compliance by the Contractor under Goods & Services Tax Regulations.
11.4 As a result of any non-compliance of provisions of Goods & Services Tax Regulations on the part of
the Contractor, if NGC is unable to avail input tax credit, then NGC reserves its right to withhold the
payment of the concerned invoice as well as any future invoice. On request by NGC, the Contractor
must produce evidence so that NGC can be ensured that the Contractor has complied with the
provisions of Goods & Services Tax Regulations.
12.0 Applicable laws

12.1 (a) Contractor will comply, and will cause the sub-contractors to comply, with all Applicable Laws
(including all Applicable Laws relating to health, safety, security, labour, immigration, customs and
protection of the environment) in connection with the performance of the Scope of Work. (b) If NGC
or any government authority finds any violation of Applicable Laws during the performance of the
Contract by Contractor or its sub-contractors or their employees, Contractor will take immediate
corrective action at its sole expense and without limitation of any rights of NGC. (c) Contractor will
indemnify NGC from and against any losses that NGC may incur as a result of Contractor’s or any sub-
contractor’s failure to comply with the requirements of this clause.
12.2 The Contractor, within the Port premises, shall strictly abide by the HSSE Requirements stipulated as
part of Tender Documents and Safety & Security Policy of Krishnapatnam Port (KPCL). Any penalty for
non-compliance by Contractor or its sub-contractors, imposed by the Port, shall be fully borne by the
Contractor.
12.3 Business Ethics: Contractor shall, at all times, perform the Contract and shall cause the other vendors
and sub-contractors to, at all times (a) perform the Contract, in a lawful manner consistent with the
highest ethical standards and principles, and in case of breach thereof, the same shall be treated as a
material breach of the Contract; (b) to not enter into any arrangement with personnel, officers or
agents of NGC or its Affiliates or the other co-venturers without NGC’s prior written approval; (c) to
not, at any time, either directly or indirectly, in the name of, on behalf of, or for the benefit of NGC,
its Affiliates or the co-venturers, offer, pay, promise to pay, or authorise the payment of any money
and/or gift, or offer, give, promise to give, or authorise the giving of anything of pecuniary value or
otherwise to any person, including, any government, KPCL or private official, employee, agent, or
representative; or (d) declare any conflicts of interest with NGC including any relationship or financial
interest of any nature whatsoever with employees, managers, other suppliers, vendors or
stakeholders of NGC.
13.0 Unforeseeable difficulties

13.1 Except as otherwise specified in the Contract:
(a) the Contractor accepts complete responsibility for having foreseen all difficulties and costs of
successfully completing the Scope of Work;
(b) the Total Contract Value shall not be adjusted to take account of any unforeseen difficulties or
costs; and
(c) the timelines prescribed for completion of the Scope of Work under the Tender Documents shall
not be adjusted to take account of any unforeseen difficulties or costs.
13.2 For the purposes of this clause, unforeseen difficulties include physical conditions like man-made or
natural physical conditions including sub-surface and hydrological conditions which the Contractor
encounters at the Site during execution of the Scope of Work.
14.0 Inspection, audit and rate of progress

14.1 The Contractor shall develop a project plan on MS Project for the Scope of Work identifying linkages
to other pre-requisite activities and critical path activities. This plan shall be updated on an on-going
basis and used for Work progress reporting.
14.2 Progress Reports: The Contractor shall submit progress reports and inspection reports of their work
fortnightly and on critical items weekly to the Owner. The Contractor will also submit Project Plan in
MS Projects 2014 including Resource Planning, identifying key milestones & critical path activities.
14.3 NGC or any representative authorized by NGC in this behalf may inspect and review the progress and
quality of the construction of Works and issue appropriate directions to the Contractor for taking
remedial action in the event the construction work is not in accordance with the provisions of the
Contract.
14.4 During the Term, the Contractor shall, no later than 7 (seven) days after the close of each month,
furnish to NGC and Terminal Manager a monthly report on the progress of work and shall promptly
give such other relevant information as may be required by NGC.
14.5 The Terminal Manager and his authorized representative shall at all times: (a) have full access to all
parts of the Site where Scope of Work is being performed; and (b) be entitled to examine, inspect,
measure and test the materials and workmanship, and to check the progress.
14.6 The Contractor shall give the Terminal Manager and his authorized agents, access, facilities and
safety equipment for carrying out their obligations under the Contract.
14.7 For the avoidance of doubt, such inspection by the Terminal Manager shall not relieve or absolve the
Contractor of its obligations and liabilities under the Contract in any manner whatsoever.
15.0 Patent and royalties

As between NGC and Contractor: (i) Contractor will retain ownership of pre-existing Intellectual
Property owned by Contractor (“Contractor Intellectual Property”); and (ii) NGC will retain
ownership of all of NGC’s Intellectual Property and NGC will acquire exclusive title to all Intellectual
Property derived or created in relation to the design and engineering of the Project. (“NGC
Intellectual Property”). (b) NGC hereby grants to Contractor, for the purposes of the performance of
the Scope of Work only, a terminable, non-exclusive, royalty-free, non-transferable license to use any
NGC Intellectual Property supplied by NGC to Contractor. This license will terminate on termination
or expiry of the Contract. (c) The Parties agree that the Contractor shall be the sole owner of all IPR
that is incidental to Contractor, Intellectual Property herein and that is developed solely by the
Contractor during the performance of the Scope of Work to achieve greater efficiency, output or
value or aimed at reduction in costs of the Sub-Project, subject to the condition that NGC is granted
an irrevocable, worldwide, perpetual license in respect of such IPR so developed under sub-clause
(c), which license shall survive the termination of the Contract, for use by NGC in any of NGC’s
projects, present or future.
16.0 No liens
Contractor shall not claim any lien, charge or the like on any aspect of the Scope of Work or on any
property of NGC. Contractor shall indemnify NGC from and against any and all losses that it may
suffer or incur in connection with any lien, charge or the like created or caused by the Contractor or
any person on behalf of it. Without prejudice to the generality of foregoing, should any act or
omission of Contractor result in any lien, charge or the like existing upon the property of NGC after
all payments hereunder have been made, Contractor agrees to refund to NGC upon demand all
monies that NGC may be compelled to pay to discharge any such lien.
17.0 Force majeure

17.1 “Force Majeure” or “Force Majeure Event” shall mean occurrence of any event which affects the
performance by the Party claiming the benefit of Force Majeure (the “Affected Party”) of its
obligations under the Contract and which act or event (a) is beyond the reasonable control of the
Affected Party, and (b) the Affected Party could not have prevented or overcome by exercise of due
diligence and following Good Industry Practice, and (c) has a material adverse effect on the Affected
Party.
17.2 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such occurrence
to the other Party forthwith. Any notice pursuant hereto shall include full particulars of: (a) the
nature and extent of each Force Majeure Event which is the subject of any claim for relief under this
clause with evidence in support thereof; (b) the estimated duration and the effect or probable effect
which such Force Majeure Event is having or will have on the Affected Party’s performance of its
obligations under the Contract; (c) the measures which the Affected Party is taking or proposes to
take for alleviating the impact of such Force Majeure Event; and (d) any other information relevant
to the Affected Party’s claim.
17.3 The Affected Party shall not be entitled to any relief for or in respect of a Force Majeure Event unless
it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as
reasonably practicable, and in any event no later than 10 (ten) days after the Affected Party knew, or
ought reasonably to have known, of its occurrence, and shall have given particulars of the probable
material effect that the Force Majeure Event is likely to have on the performance of its obligations
under the Contract.
17.4 Save and except as expressly provided in this clause, neither Party shall be liable in any manner
whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and
proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or
exercise of any right pursuant hereto.
18.0 Set off

Without prejudice to any other right or remedy, NGC reserves the right to set off any amount owing
at any time from the Contractor to NGC against any amount payable by NGC to the Contractor or
retain the same from the Bank Guarantee submitted by the Contractor.
19.0 Liability for sub-contractor(s)

Contractor will not sub-contract any elements of the Scope of Work other than to those sub-
contractors that are identified as “Approved Subcontractors” in writing by NGC for the part of Scope
of Work for which they have been approved. In any event, Contractor shall not sub-contract all of its
obligations under this Contract. Contractor will be fully responsible for any part of this Contract
performed by its sub-contractor(s) and for the acts and omissions of sub-contractor(s) and persons
either directly or indirectly employed by them to the same extent as it is for the acts and omissions
of persons directly employed by Contractor.
20.0 Arbitration
Any dispute or difference whatsoever arising between the parties out of or relating to the
interpretation, meaning, scope, operation or effect of this Contract or the existence, validity, breach
or anticipated breach thereof or determination and enforcement of respective rights, obligations and
liabilities of the parties thereto shall be amicably settled by way of mediation. If the dispute is not
conclusively settled within a period of twenty-one (21) days from the date of commencement of
mediation or such further period as the parties shall agree in writing, the dispute shall be referred to
and finally resolved by arbitration under Indian Arbitration and Conciliation Act 1996. The arbitration
shall be conducted as follows:
(i) The Arbitration shall be conducted by a forum of three arbitrators with one arbitrator
nominated by each Party and the presiding arbitrator selected by the nominated arbitrators.
(ii) The language of the mediation and arbitration proceedings shall be English. The seat of
arbitration shall be Chennai, India.
(iii) The award made in pursuance thereof shall be final and binding on the parties.
(iv) The performance of the obligations of the parties under the Contract shall continue through the
duration of the dispute resolution unless the same forms the subject matter of the dispute.
21.0 Governing law and jurisdiction

This Contract shall be governed by, construed and enforced in accordance with the laws of India. The
parties submit to the exclusive jurisdiction of the courts of Chennai, India and any courts that may
hear appeals from those courts in respect of any proceedings in connection with this Contract.
22.0 Insurance
22.1 Minimum Insurance
Contractor, at its expense, will procure and maintain throughout the duration of the Contract, the
following minimum insurance coverage:
(a) Worker’s compensation insurance or such other social insurance as is prescribed by Applicable
Laws and employer’s liability insurance with a minimum limit of INR 10,00,000/- per accident or
occurrence and will include coverage for occupational disease, in favour of NGC;
(b) Commercial General Liability Insurance with a minimum Rs 15,00,000/- combined single limit for
bodily injury and property damage per occurrence;
(c) Automobile liability insurance with a minimum Rs 15,00,000/- combined single limit for bodily
injury and property damage including owned, hired and non-owned auto liability;
(d) Contractor All Risk (CAR) insurance covering loss of or damage to the property of the Contractor
(including but not limited to the equipment and other Contractor Items) for the full replacement
value thereof. Coverage will be on an “all risks” basis of physical loss of or damage to property
and equipment owned, leased or rented by, or otherwise in the care, custody or control of,
Contractor, including equipment, tools and property used in the Scope of Work, including
transit. Such insurance will be amended to include coverage for the perils of flood, earthquake
and exceeding the lifting capacity of machinery in operation.
(e) All risks transit insurance covering loss of or damage to Contractor for all Contractor equipment
and items and for all goods, equipment and materials that will form part of the Sub-Project.
22.2 Additional Coverage
(a) In addition to the insurance specified above, Contractor shall maintain all other insurance as
may be required by Applicable Law.
(b) NGC may require Contractor to provide insurance in addition to that specified above, provided
that NGC agrees to reimburse Contractor for the reasonable and verifiable additional cost.
22.3 All of Contractor’s insurance policies, whether or not required by this Contract, will be endorsed to
contain a waiver on the part of the insurer, by subrogation or otherwise, of all rights against NGC.
Such waiver will apply to ongoing construction, operations and products/completed operations and
will apply regardless of the sole, joint, or vicarious liability of NGC.
22.4 THE LIMITS AND COVERAGE OF THE INSURANCE OBTAINED BY CONTRACTOR WILL, IN NO WAY,
LIMIT THE LIABILITIES OR OBLIGATIONS ASSUMED BY CONTRACTOR.
22.5 All of Contractor’s insurance policies, whether or not required by this Contract, and excluding
worker’s compensation (or equivalent insurance), will be endorsed to name NGC as additional
insureds.
22.6 Notwithstanding the insurance requirements under the Contract, either NGC (or its insurers) may
fully enforce the indemnity provisions in the Contract. The insurance requirements under this
Contract will not constitute a waiver of the rights of NGC to enforce the Indemnity obligations
owed to it under the Contract.
22.7 Contractor will: (a) within thirty (30) Days of the Effective Date, and (b) at any time upon NGC’s
request, submit certificate(s) of insurance showing compliance with the types and amounts of
coverage required.
22.8 On request, Contractor will permit NGC to examine original insurance policies issued in compliance
with the requirements hereunder.
Annexure-I
Format of bank guarantee for earnest money deposit
NGC Energy India Pvt. Ltd., having its registered office at #407, TTT Building, Krishnapatnam Port Premises,
Muthukuru Mandal, SPSR Nellore District, Andhra Pradesh, India - 524344 (hereinafter called NGC) has
invited bids from experienced and reputed Tenderers for _____________________________ vide Tender
number ________________ issued by NGC on __________(hereinafter called the Tender).
M/s _________________________________________ having its registered office at

_____________________________________________________(hereinafter called the
Tenderer/Contractor) is desirous to make a bid in response to NGC’s Tender to offer its services.
AND WHEREASNGC has asked for Earnest Money Deposit from the Tenderer for an amount of Rupees
______Lakhs (INR ____) in the form of a Bank Guarantee.
IN CONSIDERATION of NGC’s requirements in accordance with the terms of the Tender, we,
________________________________________ <name of the Bank> having branch office at
______________________________________ hereby agree unequivocally and unconditionally to pay on
demand in writing from NGC or an officer authorised by NGC in this regard, any amount up to and not
exceeding Rupees_______(INR _____) to NGC on behalf of the Tenderer/Contractor.
This guarantee shall come into force with immediate effect from DD-MM-YYYY and shall ensure payments
to NGC unconditionally. This Letter of Bank Guarantee shall be in addition to and shall not be in any way
prejudiced, released or affected by any collateral or other security held by NGC for all or any part of the
money hereby guaranteed.
This Bank Guarantee shall be valid and binding on the Issuing Bank up to and including DD-MM-YYYY and
shall not be terminable by Notice or any change in the constitution of the Issuing Bank or the firm of the
Tenderer/Contractor or by any other reasons whatsoever and the Issuing Bank's liability hereunder shall
not be impaired or discharged by any extension of time or variation or alterations made, given, conceded or
agreed with or without our knowledge or consent by or between parties to the aforesaid Tender.
NOTWITHSTANDING anything contained hereinbefore, our liability under this Guarantee is restricted to
Rupees _____(INR ______) and shall remain in force for six (6) months from DD-MM-YYYY, after which date
all of NGC’s rights under this Guarantee shall be forfeited and the Issuing Bank shall be released and
discharged from all liabilities hereunder.
Date: Name of Bank
Seal of the Bank (Authorised Signature)

01 - General Conditions

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01 - General Conditions

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General Conditions – Civil & Structural works

General Conditions of Contract

3 Cancellation of the contract

7 Obligations relating to contractor’s personnel

9 Defect liability period and latent defects

14 Inspection, audit and rate of progress

15 Patent and royalties

19 Liability for sub-contractor(s)

21 Governing Law and Jurisdiction

3.0 Cancellation of contract

4.0 Suspension of work

9.0 Defect liability period and latent defects

12.0 Applicable laws

13.0 Unforeseeable difficulties

14.0 Inspection, audit and rate of progress

15.0 Patent and royalties

17.0 Force majeure

18.0 Set off

19.0 Liability for sub-contractor(s)

21.0 Governing law and jurisdiction

M/s _________________________________________ having its registered office at

Date: Name of Bank

Seal of the Bank (Authorised Signature)

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