Ref.: WL.ENGG.ATG.AMC BI-ANNUAL MAINTENANCE CONTRACT FOR AUTO TANK GAUGING SYSTEM AT WADILUBE INSTALLATION ANNEXURE A SCOPE OF WORK:

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1 Ref.: WL.ENGG.ATG.AMC Subject: BI-ANNUAL MAINTENANCE CONTRACT FOR AUTO TANK GAUGING SYSTEM AT WADILUBE INSTALLATION INTRODUCTION: Bharat Petroleum Corporation Ltd., Wadilube Installation is one of the biggest Lube oil Blending and Filling Plant. It has installed state of art fully automatic Auto Tank Gauging System supplied and installed by M/s. Saab Rosemount Tank Gauging (I) Pvt. Ltd. for 63 nos. of lube oil storage tanks installed at their installation at Malet Road, Wadibunder Mumbai (refer attached list of equipment in Annexure I). Contractor has to provide Annual Maintenance Contract service for the system for a period of two years from date of LOI/PO. The services shall include all the jobs mentioned in Scope of works, Supply and Terms & conditions mentioned herein. AMC Contractor shall: ANNEXURE A SCOPE OF WORK: 1. Provide 4 (four) preventive maintenance services in the year distributed every three months. It means that quarterly once you have to visit for preventive maintenance for each. 2. Provide list of services what you will do in the preventive maintenance and obtain certification from our (Operation and Maintenance/Engg) Engineer In charge that you have actually completed the job during quarterly service report. 3. Attend breakdown maintenance calls given by BPCL-WL (for total 08 Nos. of Breakdown visits 02 Nos. visits per quarter) to your contact land / mobile no./official letter/ and your person shall be available at site for carrying out the job within two working days from the date of complaint reported. Contractor s services personnel shall be at the site or on the job till the break down problem is completely solved to the satisfaction of BPCL-WL engineer in-charge except the situation arises where SAAB equipment or system component found beyond repair problem to hardware or software) as per the discretion from Saab service Personnel. If the breakdown problem is not attended by Saab service Personnel within two working days, the penalty amount will be levied of 0.5% per quarter allotted against the Preventive Maintenance. Apart from the above specified breakdown visits, if any problem occurs to the system, the tenderer shall attend the problem in due course without any extra charge subjected to condition that the problem is attributed to the equipment only. During evaluation of the problem if it is found that the problem is not attributed to the tenderer s equipment but due to the negligence, improper handling or due to improper power conditioning causing equipment out of order, the same will be rectified on chargeable basis on sole discretion by the tenderer. 4. Arrange spare parts from the original equipment manufacturer M/s. Saab Rosemount Tank Radar AB Sweden and the cost will be reimbursed as per the rates quoted. Rates quoted for the spares should remain firm for a period of 1 year and BPCL reserves the right to place order for the spares as and when required. However, payment will be made within 15 days after receipt of the part at site against the invoice and supporting documents on successful instalaltion. If any problem is observed after fitment of these parts in near future (If it is found under warrantee specified by the manufacturer) and the same has to be made good by the Contractor at no extra cost to BPCL. 5. Arrange for training for operating the ATG system to two persons nominated by BPCL-WL in a year free of charge at site during AMC visit.

2 BPCL-Wadilube Inst. Shall: 1. Provide unskilled labour / helping hands for doing job of man way opening, removal of probes and other mechanical jobs such as heavy lifting, shifting bolting etc. However, skilled job (as decided by Contractor / BPCL) shall only be done by Contractor himself. 2. Provide electrical power and parts required for replacement and repair (on reimbursement basis) and safety helmets/belts. TERMS AND CONDITIONS : 1. This being a contract for two year the work should be equally distributed and carried out under supervision of BPCL-WL In charge. 2. It is essential to first make register of all the jobs / visits for preventive maintenance, each and every item should be logged and get certified from BPCL-WL (Operation and Maintenance/Engg) Engineers In charge. No payment will be made unless each item covered in the bills is completed and certification on that is obtained by BPCL Engineer in the record book or register. The register or record book may be kept by the Contractor or at BPCL however must be presented upon request by BPCL. 3. Please note that if in any quarter preventive maintenance is not done due to fault of Contractor then it cannot be carried forward for next quarter, and it will be treated that the quarter s P.M. is not done. It is presumed that if you carryout preventive maintenance regularly, then there will be hardly any chance that breakdown will happen and eventually breakdown maintenance will be drastically reduced. Hence, for total quoted price for each machine, 70% will be deemed to be for P. M. and for a particular quarter if P. M. is not done then 70% will not be paid (even if contractor has done break down service jobs). In other words there should be distinctively 8 P. M. services distributed quarterly for each machine for a two year contract. 4. It is earnestly requested that Contractor shall do correct diagnosis of the problem, pinpoint correctly the fault and carryout maintenance in such a way that it does not burden BPCL financially. Contractor shall not do experimentation or trial / error on the machine. BPCL will procure direct parts from the parties recommended by the Contractor and will make payment directly to the party. However Contractor shall take responsibility of the entire job and shall not shred away from any angle. 5. Contractor has to supply safety shoes (mandatory) for working in the plant. In special cases hand gloves shall be provided by the Contractor. 6. The payment will be made on periodic basis (Preferably every three months) after certification of job and submission of the bill by the Contractor within 15 days. NO ADVANCE PAYMENT ON ANY ACCOUNT WILL BE MADE. 7. Submit the quotation as per Schedule of Rates attached. 8. Contractor is advised to keep all the machines in working conditions and any moment in case of breakdown of any machine in use. 9. Contractor has to obtain valid certification from M/s. Saab Rosemount that they are sole / authorized service provider for Mumbai or relevant documents for transfer of ownership 10. Please do not put any conditions / counter conditions on the offer submitted. As Contractor is responsible for total quality maintenance (including PM and BDM), BPCL-WL. Overall responsibilities of solving maintenance / breakdown problem lies with the Contractor.

3 ANNEXURE B GENERAL TERMS & CONDITIONS 1. QUOTATION & VALIDITY OF RATE: Quote as per schedule of tares attached. Rates offered should remain valid for at least 180 days from the due date. 2. DELIVERY: Two years from date of L. O. I. / P. O. 3. PLACE OF DELIVERY: Equipment shall be delivered to Wadilube Installation, Malet Road, Mumbai CENVAT: BPCL is a manufacturing organization, hence enjoys CENVAT benefit, vendor if registered with excise shall give necessary documents to enable BPCL to avail full credit of GST claimed by the Vendor. 5. PRICE ESCALATION / DE-ESCALATION: Suppliers are requested to offer their firm price for throughout the order period. 6. RISK PURCHASE: Whenever the vendor fails to complete the job as stipulated in the delivery schedule and complete the site job as per schedule, BPCL reserves the right to cancel the order in part or in full and procure such quantity from any other sources at his risk, responsibility and cost of the supplier without prejudice to his rights and remedies under other clauses in this contract. We may also withdraw his name from list of approved suppliers. BPCL also reserves the right to procure same or similar materials equipment through other sources at your entire risk, cost and consequences and you will forego the EMD amount. 7. LIQUIDATED DAMAGES CLAUSE: Full quantity of the call off should be supplied within the stipulated period as mentioned in the call off letter. The tenderer will have to pay to the Corporation by way of liquidated damages, an amount equal to 0.5% of contracted price of the undelivered portion (if any) of the call off subject to a maximum of 5% of the contracted price. 8. EMD:The parties who are not registered with BPCL are required to submit along with their quotation a bank Demand draft in favour of Bharat Petroleum Corporation Ltd. for a sum equivalent to 5 % of total tendered value as Earnest Money Deposit (EMD) subject to minimum of Rs.5000/- and maximum of Rs /-.EMD will be returned to the unsuccessful tenderers within one month after due date from opening the tender. The EMD of successful tenderer will be retained for the entire contract period. EMD of unsuccessful tenderers will be released after finalization of contract. The EMD details should be filled on the envelop in which the parties offer is enclosed. In case if you are registered under Small Scale Industries (SSI) / NSIC, EMD is not required. Vendors registered with BPCL are required to submit valid registration certificate with BPCL and valid SSI / NSIC certificate for in case you are not giving EMD. 9. SUB LEASING: The supplier shall not be allowed to sublet or assign any part of the contract without our prior written consent. 10. ARBITRATION AND TERMINATION CLAUSE: Arbitration Clause and Termination Clause will be as per attached specification. 11. FORCE MAJEURE CLAUSE: If at anytime during the continuance of the purchase order the performance in whole or part by either party of any obligation under the purchase order shall be prevented or delayed by reason of any war, hostility, act of public enemy, civil commotion, sabotage, fires, floods, explosions, epidemics, quarantine restrictions, strikes, lockouts or Acts of God (hereinafter referred as event) then provided notice of the happening of any such event if given by either party to the other within twenty one days from the date of occurrences thereof, neither party shall by reasons of such event be entitled to

4 terminate this contract nor shall either party have any claim for damage against the other in respect of such non-performance. Deliveries under the purchase order shall be resumed as soon as practicable after such event has come to an end or ceased to exist and decision of E.D. Lubes, Bharat Petroleum Corporation Ltd., as to whether the deliveries have been so resumed or not shall be final and conclusive. Provided further that the performance in whole or part of any obligation under the contract is prevented/delayed by reason of any such event specified above for period exceeding sixty days, either party may at their option terminate the purchase order. 12. PAYMENT: The payment will be made on periodic basis (Preferably every three months) after certification of job and submission of the bill alongwith service report duly signed by Incharge, Operations Dept. by the Contractor within 15 days. Quarterly bills with service reports need to be sent to the plant. For spares, invoices are to be raised as and when spares are procured. NO ADVANCE PAYMENT ON ANY ACCOUNT WILL BE MADE AS PER OUR EXTANT POLICY. A performance bank guarantee of 10% of the contract value would need to be submitted by the vendor and necessary costing should be done accordingly 13. The tenderer should study all the tender documents carefully and understand the conditions before quoting. If there are any doubts, he should obtain clarification. But, this shall not be justification for late submission or extension of opening date / time of the tenders. 14. The tenderer should quote for all items in the tender schedule, the rates should be expressed both in figures and in words; where discrepancy exist between the two rates expressed in words will prevail. Similarly, if there is any discrepancy between the unit rate and the amount, the unit rate will prevail. 15. The rate should be quoted in the same units as mentioned in the tender schedule. All entries in the Tender documents should be in Ink / typed. Corrections if any should be attested by full signature of the Tenderer. 16. Every page of the tender documents shall be signed by the tenderer or his authorized representative. Incomplete / conditional tender quotations or those received late and / or not conforming to the terms and conditions in the Tender documents, will be rejected. 17. Special rights: BPCL reserves the right to : i. Reject your offer without assigning any reasons thereof ii. Not to accept the lowest rate quoted by the tenderer iii. Cancel the tender or split the tendered quantities iv. Order part quantities on vendor. 18. IMPORTANT: Follow all safety rules and regulation as per BPCL standard. All the Contractor Workmen / Supervisor must wear safety belts, safety shoes and helmets (provided by the Contractor) while working at site. If any dilution of using safety equipment is observed then penalty would be charged and recovered from Contractors bill without assigning any reason or excuse. 19. Provide all safety gadgets to your workmen such as safety shoes, helmets, gloves etc. Safety PPE like helmets, safety shoes and safety belts (for working on height) are compulsory for all Contractors staff. If any violation is observed, on the spot job will be stopped and person will be driven out. Any delay in the job schedule on this account is Contractor s responsibility. 20. The persons engaged by the Contractor shall use protective equipment i.e. Safety helmet, Safety shoes etc. 21. The successful tenderer should ensure the safety of adjoining property and shall make good ay loss to product/ property resulting from his negligence. 22. To work in company s premises should be carried out, during the Company s normal working hours and without obstructing day to day work in the establishment. If any work is required to be carried

5 out beyond normal working hours, prior permission should be obtained before undertaking such work. 23. The successful tenderer and his men shall abide all security / safety rules / regulations in force at location and the laws, bye-laws and statues of Government and other local Authorities such as requirements / liability under enactment like the Workmen s Compensation Act, Contract Labour Act etc. and the Company stand indemnified against any claims on these scores. The successful tenderer strictly abide by No Smoking and other petroleum regulations on the premises. 24. The successful tenderer is expected to co-operate / coordinate with other contractors carrying out work allocated to them so as to avoid breaking up of work already done by them or causing any hindrance in the progress of their work. In case brought to the notice of the site Engineer. 25. GENERAL: a) We reserve the right to accept/ reject the whole or part of any tender without assigning any reason. b) Before quoting visit site to get the idea of the job and site conditions. c) Tenders not conforming to the terms and conditions prescribed in the tender documents will be rejected. d) BPCL enjoys CENVAT on ED & VAT setoff benefits hence assessment of quotation will be done on net landed cost of the job. e) Any new terms and conditions included by the tenderer shall not be considered and will not be binding on the corporation. f) Details of tenderer s relationship with B P C L s directors should accompany the offer in the format enclosed (refer ANNEXURE D). g) We shall evaluate the process capability, manufacturing capacity and quality systems at the supplier s unit at any time during the contract and would take appropriate action including termination if it is found that the process /systems are not as per our requirement. h) In case of non-performance, Corporation retains the right to re-allocate the quantity in part or full to meet the requirements. i) The Corporation will have the right to reject any offer, which in our opinion is below the estimated rate worked out for any type of package included in the tender. j) Forming cartel and quoting rates in groups would disqualify the tenderer. k) Performance of the supplier during the contract would be a criterion for issuing future tenders.

6 ANNEXURE C ARBITRATION & TERMINATION CLAUSE ARBITRATION CLAUSE a) Any dispute or difference whatsoever arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, application, meaning, scope, operation or effect or termination there, shall be referred to ad finally resolved by arbitration by a Sole Arbitrator, who will be appointed by Director (Marketing) BPCL and such proceedings shall be conducted in accordance with the Arbitration and Conciliation Act 1996 for the time being in force or as amended from time to time. The award made in pursuance thereof shall be final and binding on the parties. The parties hereby agree that the Courts in the city of Mumbai alone shall have jurisdiction to entertain any application or other proceedings in respect of anything arising under this agreement and any award or awards made by Sole Arbitrator hereunder shall be filed ( if so required) in the concerned Courts in the city of Mumbai only. The arbitration shall be conducted in English language. b) The award shall be made in writing and published by the Arbitrator within two years after entering upon the reference or within such extended time not exceeding further twelve months as the Sole Arbitrator shall be writing under his own hands appoint. The parties hereto shall be deemed to have irrevocably given their consent to the Arbitrator to make and publish the award within the period referred to herein above and shall not be entitled to raise any objection or protest thereto under any circumstances whatsoever. c) The arbitrator shall have power to order and direct either of the parties to abide by, observe and perform all such directions as the arbitrator may think fit having regard to the matters in difference i.e. dispute before him. The arbitrator shall have all summary powers and may take such evidence oral and / or documentary, as the arbitrator in his absolute discretion thinks fit and shall be entitled to exercise all powers under the Arbitration Act 1940 including admission of any affidavit as evidence concerning the matter in difference i.e. dispute before him. d) The parties against whom the arbitration proceedings have been initiated, that is to say, the Respondents in the proceeding shall be entitled to prefer a cross-claim, counter-claim or set off before the Arbitrator in respect of any matter an issue arising out of or in relation to the agreement without seeking a formal reference of Arbitration to the Director(Marketing) for such counter-claim, crossclaim or set off and the arbitrator shall be entitled to consider and deal with the same as if the matters arising there from has been referred to him originally and deemed to form part of the reference made by the Director (Marketing). e) The arbitrator shall be at liberty to appoint, if necessary any accountant or engineering or other technical person to assist him, and to act by the opinion so taken. f) The arbitrator shall have powers to make one or more awards whether interim or otherwise in respect of the dispute and difference and in particular will be entitled to make separate awards in respect of claims or cross-claims of the parties. g) The arbitrator shall be entitled to direct any one of the parties to pay the costs of the other party in such manner and to such extent as the arbitrator may in his discretion determine and shall also be entitled to require on or both the parties to deposit funds in such proportion to meet the arbitrators expenses whenever called upon to do so. h) The parties hereby agree that the courts in the city of Mumbai alone shall have jurisdiction to entertain any application or other proceedings in respect of anything arising under this agreement and any award or awards made by the sole arbitrator hereunder shall be filed in the concerned courts in the city of Mumbai only.

7 TERMINATION CLAUSE Not withstanding anything to the contrary herein contained, BPCL shall also be at liberty at its entire discretion to terminate this agreement forthwith upon or at any time after the happening of any of the following events namely: a) If you commit a delay, breach or default of any of the terms, conditions, covenants and stipulations contained herein. b) Upon death or adjudication as insolvent if you are individual (this clause is to be suitably modified if business is carried on by partnership or by limited company or by a co-operative society). c) If any attachment is levied and continued to be levied for a period of seven days upon your effects. d) If you are involved in any criminal offence relating to Moral Turpitude. e) If a receiver is appointed of any of your property or assets. f) If the License issued to you by the relevant statutory authorities is cancelled or revoked. g) If you have made default in payment of any money of the BPCL without formal approval of the BPCL in writing. h) If you fail to adhere to the instructions issued to you by the BPCL from time to time in respect of the business condition herein. i) If you contaminate or tamper with the quality of BPCL s product given in you. j) If the ownership / tenancy of the premises from which you are carrying on the business if transferred / terminated for any reason whatsoever. k) If you, yourself or to your servant or agents commit or suffer to committed any act which in the opinion of the Executive Director (Lubes) of the BPCL is prejudicial to the interest or good name of BPCL or its products. Executive Director (Lubes) shall not be bound to give reasons to such decisions. l) The BPCL s right to terminate the contractual obligations under this clause shall be without prejudice to and without affecting any of its rights and remedies against you. In the event of BPCL terminating this agreement under the provisions of this clause it shall not be liable to pay for any loss or compensation in respect of such termination. Without prejudice to the foregoing provisions or anything to the contrary herein contained either or the parties hereto namely you and BPCL shall be entitled to terminate this agreement on giving 90 days written notice to the other parties without assigning any reasons for such termination. ANNEXURE- D CERTIFICATE FROM SUPPLIER I certify that 1. I am not related to any of the Directors of BPCL. 2. I am not a partner of a firm in which BPCL director is also a partner. 3. I am not a partner of a firm in which any other partner is related to BPCL Director.

8 I also certify that M/s. (name of the firm which is being considered for the contract) does not have a partner, who is a Director of BPCL or his relative. Organization Name Designation Signature & stamp /seal Date & Place

9 A N N E X U R E I Subject: BI-ANNUAL MAINTENANCE CONTRACT FOR AUTO TANK GAUGING SYSTEM AT WADILUBE INSTALLATION List of Installed Equipment at Site : Total Radar Tank Gauge Model: SAAB PRO RADAR LEVEL GAUGES 58 Model: SAAB REX RADAR LEVEL GAUGES 05 a. Remote Display Units RDU b. Field Communication Units 04 c. Field Bus Modems 02 d. Tank Farm Management System Software. 02 e. Multi Spot averaging temperature sensor. 40 f. Pressure Transmitter 05 g. Single point Temperature sensor 22

10 Ref.: WL.ENGG.ATG.AMC Subject: BI-ANNUAL MAINTENANCE CONTRACT FOR AUTO TANK GAUGING SYSTEM AT WADILUBE INSTALLATION SCHEDULE OF RATES Sr. No. Description Qty. Unit Rate Total Amount Total G.S. T. Preventive (Quarterly once) and Breakdown (for total 08 Nos. of breakdown visits 02 Nos. visits per quarter). Maintenance of Auto Tank Gauging System as per scope of work, supply, list of equipment installed and terms and conditions mentioned herein. Pro THE, TH43 AE0P2A0A000 Power Supply Board, PS , SPT 4PS TRL2(Modbus) Modem Board, TM , SPT 42A Display Panel, 2210P for RTG 40B, For mounting on radar auge, 2210P Temperature Panel Board, TP , SPT 4TP Grand Total In words (Rupees )