Assam Electricity Contract Agreement
Assam Electricity Contract Agreement
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Contract Agreement
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Assam Electricity Grid Corporation Limited (herein after referred fo as Purchaser or AEGCL), a
corporation incorporated under the laws of Company Act, 1956 and having its registered office at First Floor,
Bijulee Bhawan, Paltanbazar, Guwahati-781 001, Assam
AND
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SIEMENS LIMITED, a firm/company incorporated under the laws of Comapany Act, 1956 and having its
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a principal place of business at 43, Shanti Palli, Rashbihari, Bypass Connector, Kolkata-700042 (hereinafter
called "the contractor")
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WHEREAS
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AEGCL desires to engage the Contractor to the "Supply, lnstallation and Other Services Contract" covering
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l! inter-alia supply and installation of all the equipment and other services for the complete execution of "Supply,
erection and commissioning of BCU and ES for four numbers of substations under AEGCL (Package.
H D_ll/ Quantity Variation)" as detailed in the Contract Document ("the Facilities"), and the Contractor has
agreed to such engagement upon and subject to the conditions hereinafter appearing.
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signed.
Article 4 Appendices 4.1 The Appendices listed in the attached List of Appendices shall be deemed to form
an integral part of this Contract Agreement.
4.2 Reference in the Contract to any Appendix shall mean the Appendices attached
hereto, and the Contract shall be read and construed accordingly'
lN WITNESS WHEREOF the Purchaser and the Contractor have caused this Agreement to be duly executed by
their duly authorized representatives the day and year first above written.
Signed by, for and on behalf of the Purchaser Signed by, for and on behalf of the Contractor
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Chief General Manager (PP&D),
AEGCL
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General Manager (Projects, non-EAP),
AEGCL
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APPENDICES
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Appendix 1 - Special Conditions of Contract
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"Contractof' means the natural person, a company/firm, or a combination of these, whose bid to perform
the Contract has been accepted by the Purchaser and is named as such in the Agreement, and includes
the legal successors or permitted assigns of the Contractor,
5.2.0 CONTRACTDOCUMENTS
5.2.1. Subject to Article 1.2 (Order of Precedence) of the Conkact Agreement, all documents forming part of
the Conkact (and all parts thereof) are intended to be conelative, complementary and mutually
explanatory. The Contract shall be read as a whole,
5.3.0 LEGALJURISDITCTION
5.3.1. For any litigation arising out of the contract yrhich cannot be resolve through mutual agreement or
through Arbitration the honorable Guwahati High Court will have sole jurisdiction of all settlement.
5.4.0 LANGUAGE
5.4.1. The ruling language of the Contract shall be English.
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5.6.0 DELIVERYSCHEDULE
5.6.1, For the purpose of determining the completion time of the Contract, the date on which the supplier signs
the Contract Agreement, shall be taken as Commencement Date of the contract. Work shall be
executed as per work schedule given in Appendix 2 - Completion schedule.
5.6.2. The Delivery of the Goods and Completion of the Related Services shall be in accordance with the
Delivery and Completion Schedule specified in the Article 3 of the Contract Agreement (Contract Forms)
or within such extended time to which the Contractor shall be entitled under SCC Clause 5.17.0 hereof.
Purchaser shall pay the contractor in the following manner and at the following times, on the basis of the
Price Breakdown given in the section on Price Schedules '2,2A, Appendix-4.
(A)Terms of Payment
Payment for goods Supplied and F&l
100% payment would be admissible within six (6) weeks from the date of receipt of the plants/ materials
/equipment at site in full and good condition less deduction of Retention Money (as per SCC Clause
5.10,0) and advance (if and as applicable as per SCC Clause 5.8.7)and as perterms and conditions
stipulated in the Contract Agreement.
(B)Payment Procedures
The procedures to be followed in applying for certification and making payments shall be as follows:
i. Progressive Payment for Supply of Goods:
Application for interim payment shall be made once in a calendar month subject to that the total net
amount payable under all such payment certiflcate is at least 1% or more of the total contract price.
a. EXW Price and F & !:
Upon receipt of plants and equipment at site, the Contractor shall notify the Purchaser and submit the
following documents in advance:
(i) Application for payment
(ii) Contracto/s invoice showing LOA reference, Goods description, quantity dispatched, unit
price, total amount (6 CoPies)
(iii) Packing List
(iv) Railway receipU LR
(v) Man ufactu rer's g uarantee certificate of Q ual ity
(vi) Material inspection Clearance Certificate for dispatch issued by Purchaser
(vii) lnsurance certificate.
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(viii) Physical verification certificate of material received at site by Purchaser/Purchaseds site
representative *-
ii. Progressive Payment for Related Services (Erection, Testing and Commissioning):
The Contract price shall be paid progressively (monthly) on pro-rata basis on receipt of Payment
Application and on certification by the Purchaser/ his site representative, on quantum of work done
successfully.
5.11.0 WARMNTY
5.1 1 .1. The Contractor/Manufacturer warrants that all the Goods are new, unused, and of the
most recent or
cunent models, and that they incorporate all recent improvements in design and materials, unless
provided otherwise in the Contract.
5.11.2. The Contractor/Manufacturer further warrants that the Goods shall be free from defects arising from any
act or omission of the Contractor or arising from design, materials, and workmanship, under
normal use
concludes earlier. f,
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5.11.4. lf during the period Warranty any defect should be found, the Purchaser shall give Notice to the
Contractor/Manufacture stating the nature of any such defects together with all available evidence
thereof, promptly following the discovery thereof. The Purchaser shall afford all reasonable opportunity
for the Contractor/Manufacturer to inspect such defects.
period of
S.11,5. lf having been notified, the Contractor/Manufacturer fails to remedy the defect within a
15
(fifteen) days, the Purchaser may, following notice to the Contractor/Manufacturer, proceed to do such
paid to the
work, and the reasonable costs incurred by the Purchaser in connection therewith shall be
purchaser by the Contractor or may be deducted by the Purchaser from any monies due the Contractor
or claimed under the Pedormance Security.
infringement or alleged infringement of any patent, design or copyright protected either in the country
of
origin or inlndia by the use of any equipment supplied by the contractor but such indemnity shall not
be inferred from
cost any use of the equipment other than for the purposes indicated by or reasonably to
the specification.
5.13.0 QUANTITYVARIATION
,,purchaser"
5.13.1. shall have the right to increase/decrease the ordered quantity by 20% within 50 days of the
period of completion and the same shall be carried out at the same rates /prices and terms and
conditions stipulated in the contract except in regard to completion schedule, which shall be
mutually
inspections of the Goods and Related Services as are specified in Sections 3, Purchaser's
Requirements.
5.14.2. The inspections and tests shallgenerally be conducted on the premises of the Contracto/Manufacture,
Subject to [Link] 5.14,3, The Contractor shall furnish, all reasonable facilities and
assistance,
including access to drawings/process chart and production data to the inspectors at no charge
to the
Purchaser.
inspections
5.14.3. The purchaser or its designated representative shall be entitled to attend the tests and/or
referred to in scc sub-clause 5.14.2, provided that the Purchaser bear all of its own
costs and
expenses incurred in connection with such attendance including, but not limited to, all traveling
and
5.15.0 INSURANCE
S.15.1 The "Contractor" shall, have, unless, othenrvise specified by the Purchaser, ensure the materials through
their underwrites at their cost and shall keep it insured against any loss/ damaged/ pilferage in transit,
destruction or damage by fire/ flood, without exposure to vagaries of weather or through riot, civil
commotion, war or rebellion, for the full value of the materials until the materials are received at the
purchaser's destination store.
5.15.2 The "Contractor" shall be responsible for safe arrival at destination, unloading and receipt of the
materials by the consignee. The Purchaser will discharge consignee's responsibilities only and shall not
be responsible for any damage/ loss/ pilferage/ non-delivery by the carriers.
5.15.3 ln case of any loss/ damage/ pilferage/ non-delivery/ short delivery by carriers etc.; the Contractor shall
replace free of cost missing / damaged / Iost materials within 30(thirty) days from the receipt of report
thereof from the consignee(s) without waiting for settlement of their claims with their carriers / under-
writers, Normally, such reports from the consignee(s) to the Contractor shall be initiated within a period
of 3Q(thirty) days from the date of receipt of each consignment by him lthem,
5.15.4 lf it is considered necessary that the damage equipment either in part or in full to be sent back to the
manufacturer's works for repair, the manufacturers/ Contractors will furnish the Bank Guarantee for the
full value of equipment needing repairs and such Bank Guarantee shall remain valid till such time, the
equipment are repaired and returned to the consignee in good condition. The to and fro freight, handling
and insurance charges in such cases will be borne by the Contractor.
S.15,5 Unless, otherwise mutually agreed upon, in case of failure by the Contractor to replenish /make good of
the loss /damage /short supplied quantities, within the stipulated period, the Purchaser reserves the
right to forfeit the security deposit and/ or adjust any outstanding payment to the "Contracto/' with the
Purchaser or take any other appropriate action,
Except where otherwise specifically provided in the Contract, the Contractor shall submit to
the
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purchaser's Representative a notice of a claim for an extension of the Time for Completion, together
practicable
with particulars of the event or circumstance justifying such extension as soon as reasonably
practicable after receipt
after the commencement of such event or circumstance. As soon as reasonably
of such notice and supporting particulars of the claim, the Purchaser and the Contractor shall agree
upon the period of such extension. ln the event that the Contractor does not accept the Purchaser's
matter to a
estimate of a fair and reasonable time extension, the Contractor shall be entitled to refer the
Dispute Board, pursuant to SCC Sub-Clause 5.20.0.
5,18.0 LIQUIDATEDDAMAGE
S.1g.1. TheContractorguaranteesthatitshall attainCompletionoftheWorkswithintheTimeforCompletion
extended time
specified in the Contract Agreement pursuant to SCC Sub-Clause 5.6.2, or within such
to which the contractor shall be entitled under scc clause 5.17.0hereof .
5.1g.2. lf the Contractor fails to attain Completion of the Works within the Time for Completion or any
extension
liquidated damages at the
thereof under SCC Glause s.l|.0,the Contractor shall pay to the Purchaser
The aggregate
rate of 0.i% (half percent) of the total Contract Price perweek or part there of delay'
amount of such llquidated damages shall in no event exceed 10% (ten percent) of
the total contract
price.
from any of its
However, the payment of liquidated damages shall not in any way relieve the Contractor
the Works or from any other obligations and liabilities of the Contractor under
obligations to complete
the Contract.
price, the Purchaser may
5.1g.3. Once the aggregated "Liquidated damage" reaches 10% of the totalcontract
consider following actions:
(a) procure the undelivered material/ equipment and/or complete the balance works from elsewhere
giving notice to the Contractor and to recover any extra expenditure incurred thereby for
having to
procure these materials and works at higher price, at the risk and responsibility of the Contractor;
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5.20.0 ARBITRATION
5.20.1. lf at any time, any question, disputes or differences whatsoever shall rise between the Purchaser and
the Contractor, upon or in relation to or in connection with the contract, either par(y may forthwith give
notice to the other in writing of the existence of such question of dispute or difference and the same
shall be referred to the adjudication of three Arbitrators, one to be nominated by the Purchaser the other
by the Contractor and the third by the President of the lnstitution of Engineers, lndia/ Retired or Sitting
Judge not below the status of a retired Judge of High Court of lndia. lf either of the parties fail to appoint
its arbitrators within 60(sixty) days after receipt of notice of the appointment of arbitrators then the
President of the lnstitution of Engineens /retired or sitting Judge of lndia, as the case may be, shall have
the power at request of either of the parties, to appoint an Arbitrator. A certified copy of the "President"
making such an appointment shall be furnished to both parties,
5.20.2. The arbitration shall be conductedas per provisions of the lndian Arbitration Act, shall be held at
Guwahati or any other place as may be decided by the Purchaser. The decision of the majority of
Arbitrators shall be final & binding upon the parties and the expenses of the arbitration shall be paid as
may be determined by the Arbitrator. However, any dispute arising out of this contract will first be
discussed and settled bilaterally between Purchaser and the Contractor.
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Schedule-2- Summary (BCU)
Package- D-Il/Quantity Variation
Total [INR)
Sl No. Schedule No Title ( inclusive of F&I)
In words: Two Crore Twenty One Lakh Eighty Two Thousand Eight Hundred Ninety Five only
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Appendix 5 - Guaranteed and Other Technical Particulars
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The Contractor is obliged to insure the materials against risks such as loss, damage, or pilferage during transit, as well as destruction by fire or flood, until they reach the Purchaser's destination. The Contractor holds responsibility for safe delivery and unloading, with Purchaser responsibilities limited to acceptance. Any loss or damage incurred must be rectified by the Contractor free of charge within 30 days from report initiation by the Purchaser. Furthermore, if damaged equipment needs return to the manufacturer for repair, the Contractor must provide a Bank Guarantee for full equipment value, valid until repairs are completed and equipment returned in good condition .
Force Majeure events, which are beyond the reasonable control of either party, can excuse a party from the performance obligations in the contract. Qualifying events include natural disasters, war, terrorist acts, government actions, strikes, and other specified conditions. Affected parties must notify the other within 14 days of such events, and will be excused from obligations as long as the Force Majeure event continues. The Time for Completion of the contract is subject to extension in line with the duration of the Force Majeure event .
The contract mandates that the Contractor indemnifies the Purchaser against all claims related to the infringement of patents, design, or copyrights in India or the country of origin of any equipment supplied. However, this indemnity is applicable only when the equipment is used for purposes indicated by the Purchaser or as reasonably inferred from the specifications .
In the event that the Goods provided by the Contractor have defects or do not conform to specifications, the Contractor is required to remedy the defects within 15 days of notification by the Purchaser. If the Contractor fails to address the issue, the Purchaser is authorized to undertake necessary actions to resolve the defects, the costs of which will be covered by the Contractor or deducted from any payments due to the Contractor .
The contract specifies that the jurisdiction for resolving legal disputes, not settled through mutual agreement or arbitration, is the Guwahati High Court, emphasizing local legal governance. Furthermore, English is the designated ruling language of the contract, ensuring clear and consistent communication between parties, particularly in legal proceedings .
'Completion' is defined as the fulfilment of the Contractor’s obligations regarding the supply of Goods and Related Services according to contractual terms. This includes ensuring all related services such as installation, training, and initial maintenance are executed in line with contract specifications. Successful completion is contingent upon meeting the agreed schedules and rectifying any identified defects during inspection .
The contract allows the Purchaser to alter the quantity of Goods within a 20% range, up or down, within 50 days of contract completion. Adjustments in quantities are to be made at the existing contract rates and terms, with mutual agreement required for any adaptations to completion schedules if quantities are increased .
Upon notification of defects, the Contractor has 15 days to remedy the issue. Failure to remedy within this timeframe allows the Purchaser to undertake necessary corrective work, with costs charged back to the Contractor or subtracted from due payments. This ensures accountability and timeliness in addressing defective Goods or services .
The Contractor is responsible for conducting all tests and inspections of Goods at no additional cost to the Purchaser, as specified in the contract. These inspections typically occur on the Contractor's premises, and the Purchaser is entitled to attend. The Contractor must give the Purchaser a minimum of 21 days' notice for the inspection and testing schedule. If the Purchaser opts not to attend, the Contractor is still required to provide a certified report of the test results to the Purchaser. If any Goods fail to pass inspections or conform to specifications, the Contractor must either rectify or replace them at no additional cost to the Purchaser .
The contract price is fixed and includes all applicable taxes and charges as specified in the Price Schedule. Price adjustments are generally not permissible after the agreement, except under specific circumstances such as authorized variations in ordered quantities, which must adhere to agreed rates and terms. Any adjustments due to scope changes must justify a formal amendment that both parties agree upon .