TENDER ENQUIRY. : at 1500 Hours (Technical Bid) : One Year with an option to extend for one more year on same terms & Conditions

Transcription

1 TENDER ENQUIRY THIRD PARTY SOURCING OF CRMB/PMB/EMULSION AT HYDERABAD (A.P.) Tender No. : BPC/MODIFIED BITU /CRMB/PMB/EMULSION Due Date and Time: till 1200 Hours Tender opening Contract Period Dear Sirs, : at 1500 Hours (Technical Bid) : One Year with an option to extend for one more year on same terms & Conditions Sealed tenders are invited on a two bid system from you for sourcing CRMB/PMB/Emulsion all grades from your fully equipped existing manufacturing facilities situated in and around Hyderabad City. You are requested to quote your offered price in the schedule of rates separately for CRMB/PMB/Emulsion for all grades as attached hereto. You are requested to carefully go through all the terms and conditions and the Draft Agreement before submitting the quotations. Tendered rate should be firm & valid for acceptance for 90 days from the due date or from the extended due date of the tender. The tender set consists of the following: A. Technical / Credential Bid General Terms and Conditions Attachment - 1 Statement of Credentials and details of land/facility Attachment - 2 Declaration of the Tenderer Attachment - 3 Agreement for Modified Bitumen Manufacturing and Handling Attachment - 4 Bank Guarantee in lieu of Earnest Money Attachment - 5 Bank Guarantee for Security Deposit Attachment - 6 Attachments 9, 10 & 11 Undertaking Attachment 12 Self declaration Attachment 13 B. Price Bid Attachment - 7 Attachment - 8 1

2 REQUIREMENTS: 1. Any party or its associate company who were and are in the holiday list / Black- listed by any Central / State Government agencies or any Central / State PSU company and such name appears in the list of the above mentioned agencies or PSUs as on date is disqualified and would not be considered. 2. Tenderer should have their own plant either with technical tie up or know how in manufacturing and marketing of Modified Bitumen (CRMB/PMB/Emulsion) in India. 3. The Tenderer should submit Solvency Certificate from his bank and Income tax clearance Certificate. 4. Tenderers should provide in the bid a brief that how they intend to meet the product demand and plant facility requirement with a clear undertaking that they shall meet these requirements with in 15 days from the date of awarding the job in case of successful Tenderer.The tenderer should give priority to BPCL for supplying CRMB/PMB/Emulsion from their plant as and when required. 5. The Tenderer should have the capability for modification of Bitumen and the manufacturing facilities should produce CRMB/PMB as per IS: 15462:2004 & IRC: SP-53:2002 specifications and Bitumen Emulsion as per IS 8887: 2004 specification. 6. CRMB/PMB produced from Bitumen VG-10 or VG-30 grade should meet the specifications of IRC: SP-53:2002 & IS: 15462:2004 and Bitumen Emulsion produced from Bitumen VG-10 or VG-30 grade should meet the specification as per IS8887: 2004 specification and should have been tested and confirmed for meeting IRC: SP-53:2002 & IS: 15462:2004 for PMB/CRMB and IS8887: 2004 specifications for bitumen emulsion by at least one of the following agencies. a. Central Road Research Institute, New Delhi (or) b. Highway Research Station, Chennai (or) c. Rubber Research Institute of India, Kottayam (or) d. National Test House, Ghaziabad / Mumbai (or) e. National Chemical Laboratory (NCL), Pune (or) f. Ministry of Road Transport & Highways, New Delhi (or) g. VJTI, Mumbai (or) h. IITs (or) i. IIP-Dehradun (or) j. NITs 2

3 Copies of the latest test certificates issued by them should be attached with the tender document. Originals of the said documents should be produced on demand. Failure to produce such original letters/ certificate would mean rejection of bid for further evaluation. 7. Tenderer should have capability to modify bitumen VG-30 & VG-10 into CRMB/PMB/Emulsion and the product should meet IRC: SP-53:2002 & IS: 15462:2004 for CRMB/PMB & IS8887: 2004 for emulsion and should have been tested and certified by any of the third party mentioned in item 6 above. Copy of such certificate should be provided. Originals should be produced on demand. For S. No. 6, &7, before submitting samples to the above agencies, party may confirm with agencies on readiness to test their samples so as to avoid any delay. 8. BPCL Technical team during their visit to Tenderer s plant as part of technical bid evaluation on capabilities, capacities and facilities of the plant, would collect three sets of samples of CRMB/PMB/Emulsion produced from the production-line,,modifier and other additives used. The technical team shall test the CRMB/PMB/Emulsion sample drawn from the production line at tenderer s testing laboratory. The test results should meet the specifications of IRC-SP-53:2002 and IS: 15462:2004 for CRMB/PMB, IS8887: 2004 for Emulsion the tenderer s lab testing facilities should be conforming to standard test methods. BPCL reserves the right to reject any tenders on the grounds that CRMB/PMB/Emulsion/ samples tested at tenderer s testing laboratory do not meet the specifications of IRC-SP-53:2002 & IS: 15462:2004 for CRMB/PMB, IS8887: 2004 for Bitumen Emulsion BPCL reserves the right for testing samples independently at BPCL Lab. or at any approved Lab. appointed by BPCL for such evaluation to match the desired quality on mixing appropriate ratio of modifiers, additives with Bitumen and CRMB/PMB/Emulsion/ sample as part of technical bid evaluation. BPCL decision in this regard would be final and binding on all. BPCL reserves the right to reject any tender on grounds that samples collected by Technical team & tested independently at BPCL Lab or at any approved Lab. appointed by BPCL do not meet specification requirements given below : 1. CRMB/PMB not meeting specs of IRC-SP-53: 2002 & IS: 15462:2004. Bitumen Emulsion not meeting IS8887: 2004 specification. 3

4 2. Modifier / additives ratio on pilot processing with bitumen not yielding CRMB/PMB as per specifications of IRC-SP-53:2002 & IS: 15462:2004 and Bitumen Emulsion as per specification IS8887: CRMB/PMB/Emulsion Lab. test results as per item 6, & 7 mentioned above, when conducted with laboratories mentioned and specified do not meet the required quality/standards of CRMB/PMB/Emulsion. 4. BPCL decision in the above regard would be final and binding on all. 9. During technical evaluation, BPCL team would assess adequacy of infrastructure, facilities, capabilities, capacities, technology and all other requirements of the tender, which would be final and binding on all. 10. The party / parties meeting the above all requirements shall only be considered for further evaluation in the tender. 11. All future supplies of CRMB/PMB/Emulsion of all grades by the successful tenderer should meet the specification of IRC- SP-53:2002 & IS: 15462:2004 for CRMB/PMB, IS8887: 2004 for Emulsion. Besides this as and when the samples tested at customer s premises or any other institute of repute or any approved third party testing facilities, the test result should meet IRC-SP & IS: 15462:2004 & IS8887: 2004 specification for CRMB/PMB/Emulsion. Failure to do so would attract penalty including forfeiture of security deposit, termination of contract and compensating any other financial liabilities arising out on this account. 12. Tenderers not meeting any of the above requirements are liable to be rejected. 13. Photo copies of all certificates, credentials & wherever any data / details given to be enclosed. Original document should be produced as and when demanded and failure to produce Original document at specified date, time and place would mean rejection of tender for further evaluation. Technical / Credential Bid shall be opened on in presence of the attending tenderers at the venue and address of the tender box. BPCL reserves the right to reject any or all tenders in whole or in part and at any stage of the tender evaluation process or to divide the work amongst tenderers in the manner considered suitable by the corporation, at the Corporation s sole discretion and without assigning any reason there of. Earnest Money Deposit: Rs. 1,00,000/- (Rupees one Lakh Only) by Demand Draft or Bank Guarantee as per Format enclosed in Attachment - 5. Bid received without EMD stands rejected. 4

5 Quotations should be sealed in separate envelope for Un-priced Technical Bid with address. Separate sealed envelopes for CRMB/PMB/Emulsion Price Bid quote with address along with the sealed Technical Bid envelope should be put in a common sealed envelope and duly super scribed with tender number should be dropped in the tender box kept at the address mentioned in Attachment - 1 under General Terms and Conditions within the due date and time. Thanking you, Very truly yours For Bharat Petroleum Corp Ltd. 5

6 GENERAL TERMS AND CONDITIONS & SUBMISSION OF TENDERS PART I Attachment - 1 Tender terms and Conditions should be carefully studied. All the pages of the tender documents including draft Agreement form should be signed and rubber stamped as a token of your acceptance and submitted to us in the manner indicated in the covering letter. 1. UNPRICED TECHNICAL BID : (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) All Attachments mentioned for Credential bid of the tender documents duly filled in, signed and stamped including documents mentioned in the said Attachments. Self declaration informing that your Firm is not black listed or Holidayed by any Central / State Govt. Agencies or any PSU for the past three years and as on date should be furnished. Tenderer not submitting the self declaration would be rejected for further evaluation. Copy of valid CCOE & BIS licence /certificate, if applicable. BIS certification for Emulsion plant is mandatory. Copy of Income Tax Returns or Assessment Orders and duly audited Balance sheet. Certified copy of Partnership Deed / Memorandum & Articles of Association & Certificate of registration with the Registrar of Companies or Registrar of Firms. Certified copies of Registration certificate under NSIC, SSI, DGTD, and Central Excise & Central & State Sales Tax. Copies of Certificates obtained from CRRI / HRS / RRI. Organogram Bankers Certificate indicating credit worthiness EMD in the form of Demand Draft or Bank Guarantee Items indicated in (a to j) above shall form the TECHNICAL BID and inserted in the envelope marked Technical Bid. 6

7 The tenderer should sign and stamp each and every page of the tender documents as well as supporting documents submitted with the offer indicating the above item numbers (a to j). The supporting documents should be serially numbered and total number of pages submitted, should be indicated in the covering letter. 2. PRICE BID The Attachment - 7 & 8 (Price Bid), duly filled in with the Price details and duly signed should be enclosed in separate envelope (meant for Priced Bid) provided along with tender documents. The cover should be sealed and the name of the tenderer should be clearly indicated on the cover of the Priced Bid. Both envelopes Price Bid and Technical bid duly sealed should then be enclosed in the large common envelope superscripted with Tender Number, Due date & Time and the tenderer s address should be dropped in the tender box kept at the address given below so as to reach on or before the due date and time. Territory Manager (I & C) Southern Regional Office Bharat Petroleum Corporation Ltd No. 1 Ranganathan Gardens Off 11 th Main Road Annanagar ( West) Chennai Tender documents dropped in any other tender box other than the above nominated one and received after the due date and time shall not be considered. Credential bid shall be opened on on the above address in presence of the attending Tenderers. Tenders received unsealed / without Earnest Money Deposit / not meeting tender conditions / conditional offer / incomplete in any respect, are liable to be rejected. 3. EARNEST MONEY DEPOSIT (EMD): Tenderer shall pay the Earnest Money Deposit of Rs. 1, 00,000/- (Rupees one lakh only ) either by Crossed Account Payee Demand Draft in favour of Bharat Petroleum Corporation Limited payable at Mumbai or by Bank Guarantee as per format enclosed. Cheques / Cash will not be accepted. No interest is payable on EMD. Request for adjustment against any pending dues / bills will not be accepted as EMD and any Tender with such requests shall be treated to have been received without EMD and shall be rejected. EMD would be refunded only after finalization of the tender and on surrender of the original cash receipt issued by BPCL. In case of successful tenderer the EMD 7

8 would be refunded only after completion of all the formalities i.e. signing of Agreement and submission of requisite security deposit in the form of Bank Guarantee. EMD will be forfeited if the tenderer: Modifies / withdraws the offer during the validity period of 90 days from the due date or extended due date of the tender. Refuses to sign the Agreement after award of contract by BPCL. Does not furnish the performance and product Security Deposit of required amount as per tender /Job award terms Is unable to manufacture and deliver CRMB/PMB/Emulsion of all grades as per agreed schedule. 4. SITE VISIT BPCL may at its own discretion decide to inspect the facilities / sites of all the eligible tenderers to satisfy themselves of the manufacturing facilities / capabilities of the tenderer. BPCL reserves the right to reject any of the tenderer on grounds of inadequate facility / capability and requirements. BPCL decision would be final and binding ALL. 5. VALIDITY OF TENDERS: Offers should be valid for acceptance for a period of 90 days from the due date of Tender. No tenderer will be allowed either to withdraw or to revise his offer after the last date of receipt of tender. Any offer containing variations / deviations from the terms and conditions of the tender and / or counter conditions will not be accepted. Tenderers are advised in their own interest to quote strictly as per terms and conditions stipulated by BPCL and not to add conditions of their own or to modify the terms and conditions stipulated in the tender. BPCL reserves the right to reject any or all tenders in whole or in part and at any stage of the tendering / tender evaluation process or to divide the work amongst tenderers in the manner considered suitable by BPCL at its sole discretion, without assigning any reason there of. BPCL reserves the right to call off the tender as whole at any point of time during the tender evaluation with out assigning any reason there of. Acceptance of offer shall be valid only when advised by BPCL in writing to the concerned successful tenderer. 6. FIRM RATES: The rates quoted by you shall remain firm for the entire period of contract. No escalation will be allowed in the rates. 8

9 7. AGREEMENT Successful tenderer, before undertaking the work contemplated under the tender, would be required to execute the Agreement within 15 days from the date of confirmation of award of contract by BPCL, failing which BPCL may forfeit the EMD without prejudice to its rights and cancel the award without giving further notice. Agreement would strictly be in accordance with the tendered terms and conditions. 8. PERFORMANCE SECURITY DEPOSIT (100 Lakhs) i) Successful tenderer would be required to furnish a Security Deposit in the form of Bank Guarantee from any nationalized or scheduled Bank (as per enclosed format) for Rs. 100, 00,000/- (Rupees Hundred Lakhs only) for the period stipulated in the Agreement, within 15 days of receipt of Letter of Intent / Confirmation of award of contract by BPCL, whichever is earlier, failing which, BPCL may forfeit the EMD without prejudice to its rights and cancel the award without giving further notice. ii) iii) Any loss, damages arising out of the Agreement shall be recovered from tenderer s running bills under the Agreement or running bills of any other of his contract with BPCL or from the Security Deposit mentioned herein. In case final product is rejected by the customer for whatsoever be the reason, in such event, the party should compensate BPCL the loss suffered, failing which BPCL will be free to en-cash this Bank Guarantee for the cost of product and take all other necessary action as deemed fit under the circumstances. 9. PURCHASE PREFERENCE CLAUSE The contractor shall allow purchase preference to Public Sector Undertaking / Enterprises as admissible under the existing policies of Government of India. 10. RISK PURCHASE CLAUSE: In the event of Contractor not meeting the indents placed by BPCL (company) with in the stipulated time, then Company would be free to use the services of any others and recover the difference in manufacturing CRMB/PMB/Emulsion charges and additional expenses incurred by the Company from the Contractor. 11. FILLING ACCURACY The successful tenderer shall ensure filling of barrels as prescribed under the Packaged Commodities Rules (Standards of weight and Measurers Act of 1976) 9

10 as amended from time to time. Tank Lorries to be filled as per customer requirement, no variation shall be allowed and net weight of product shall match the invoice quantity. 12. COMMENCEMENT OF JOB & DELIVERY: The contract shall be for a period of one year with an option for extension of one more year at the option and sole discretion of BPCL on the same rates, terms and conditions. Delivery of CRMB/PMB/Emulsion should be ready and done with in 5 hours from the time of customer s tank lorries reports to the contractor s work premises and as per indents. 13. LIQUIDATED DAMAGES FOR DELAYS IN DELIVERY If the successful tenderer commits any default or breach of terms and conditions of the Purchase/ Work Order to be placed on them or fail in the due performance thereof within the time fixed by the contract (which is the essence of the contract) and do not complete the entire supplies / work on the stipulated due date BPCL shall be entitled to recover from successful tenderer by way of compensation or liquidated damages an amount calculated at the rate of ½ % the value of the contract price subject to a maximum of 5% of value of the contract for every week or called thereof the delay beyond the stipulated date in respect of item which is not completed or finished and delivered completely to the BPCL on the stipulated date and mentioned in the work order. The amount of compensation on liquidated damages fixed as above represent the genuine, fair and reasonable pre-estimate thereof considering all the facts and circumstances as the loss and damages that would be likely suffered by BPCL on account thereof. 14. BUSINESS SECRET / MARKETING DISCIPLINE It is hereby specifically agreed by the successful tenderer that this clause shall be deemed to be a condition going to the root of this offer, that the successful tenderer shall not at any time during the subsistence of this contract successful or any time after its termination, call itself or hold out itself, advertise in any manner whatsoever by publication or otherwise, by printing, in writing or by any visual representation, either in its letter heads or newspaper or magazines or leaflets, or by broadcasts over radio or by television or by any other media or communication or in any manner whatsoever other than the appropriate Government Authorities to the extent necessary unless so permitted in writing by BPCL. The successful tenderer hereby agrees and undertakes not to disclose to any party whatsoever, any formulate blend orders, specifications, trade secrets, marketing projection or intelligence or any other data or information and shall keep absolute secrecy in all matters pertaining to this offer, all correspondence relating thereto, all instructions given or anything having any relevance with the offer or any matter touching or 10

11 arising out of this arrangement including the Books, Accounts, Papers and Correspondence and shall keep strictest secrecy and confidence thereto to any person whomsoever other than appropriate Government Authorities to the extent necessary, unless directed to do so by BPCL in writing. 15. INSURANCE / SAFETY / SECURITY: The tenderer shall take suitable insurance to cover for BPC s product in their premises. Safety and security arrangements for the product in their premises will be arranged by them along with the costs for the same. 16. PAYMENT: Payment will be made within 30 days from the date of dispatch of the product under BPCL documents. 17. ESTIMATED QUANTITY: It is estimated that 7 TMT Crumb Rubber Modified Bitumen (CRMB)/ PMB and 2 TMT Emulsion per annum will be uplifted from Hyderabad. However, it is distinctly understood that the Corporation shall not guarantee any minimum quantity / turnover, whether daily, monthly or annually or during the duration of the contract and the tenderer will not be entitled to demand any charges whatsoever or any other loss or damage of whatsoever nature from the Corporation for non-utilization of the said Plant / facilities wholly or in part. Corporation is free to make changes in the quantities depending upon market requirement or may decide not to market any categories of the product During the tenure of the contract, the successful tenderer should not have any understanding with BPCL customers for supplying CRMB / PMB / EMULSION all grades from the contracted plant or any other source. 18. QUALITY: You will supply us CRMB/PMB/Emulsion as per IRC: SP 53:2002 & BIS: IS: 15462:2004 and IS8887:2004. You will be responsible for all quality control aspects and customer satisfaction for the quality and stand back to back guarantee to our quality assurance of your CRMB/PMB/Emulsion (Modified Bitumen) to our customer till the customer accepts the product. You will be responsible for any rejection by the customer and its consequences. The successful tenderer on every month should get tested one samples of CRMB/PMB/Emulsion as directed / drawn by BPCL official from the plant from CRRI New Delhi / VJTI Mumbai / NTH Mumbai or in any reputed research Institute (which would be informed by BPCL from time to time) for CRMB/PMB/Emulsion meeting well above IRC: SP 53:2002, BIS: IS: 15462:2004 & IS8887:2004 specification at their cost. 11

12 BPCL reserves the right to get the product tested at any of its lab / third party before giving final clearance for dispatch. Each batch is to be tested as per agreed test and as per agreed test method and product finally passing as per the desired specification would be dispatched to the customer. All records of testing to be kept intact and each lorry dispatched to customer should have the test report. 19. ASSISTANCE FOR PRICING: Final selling price of the product would be decided by BPCL. You will extend all the necessary assistance for pricing our CRMB/PMB/Emulsion and provide us all the market feedback from time to time at no extra cost. XXX 12

13 Attachment - 2 BHARAT PETROLEUM CORPORATION LIMITED UNPRICED / CREDENTIAL BID STATEMENT OF CREDENTIALS Tenderers should fill their technical offer by providing all information as follows; 1. Name of the Firm 2. Nature of the Firm (State whether Limited Company, partnership Firm, Co-op. Society or Sole Proprietor, Photocopies of Documents confirming constitution of the firm to be enclosed) 3. Year of Establishment 4. Registration Number, if any 5. Registered Postal Address 6. Telegraphic Address, if any 7. Telephone No. (s) 8. Fax No. (s), if any 9. ID, if any 10. Address of Branches, if any 11. Name of Directors/ partners / Proprietor (as The case may be) with address & Telephone No.(s) 12. Permanent Income Tax No. 13. Last Income Tax Clearance (Attach Photocopy) 14. Sales Tax Registration 15. Excise Registration details 16. Name of Bankers & Branch with full address 17. Type of Account & A/C No. 13

14 18. Name (s) of Authorised Representatives (s) Note: Power of Attorney signed by the Director(s)/ 19. Partners / Proprietor in favour of the authorized Person signing the tender documents must be enclosed 20. Type of job in which engaged as independent Manufacturer, Contractor 21. Maximum value of the Job the Contractor/ manufacturer is capable of Handling per year. (Furnish details of your Financial standing together with the Bank References and necessary Solvency certificate From their banker (Nationalised) as per Bank s Format). 22. Were you are associated with BPCL in any Other contract in the past 23. Are you currently having any contract with BPCL 24. Are you on the approved list of other Oil Cos/ Public Sector Undertakings / govt. Dept. Etc. If so, furnish true copies of Certificates certifying your performance 25. Please confirm that you have qualified/ trained / experienced staff on your payroll to handle this job 1. Furnish Audited Balance sheet for last 3 Years ending Details of technical collaboration. Please provide Documentary support (Xerox copies) if any and the brief experience of the parties 3. Confirm that Bank Guarantee will be provided For the cost of product under custody and till final Consumption. 14

15 A) Location Name: B) District : C) Land Details : DETAILS OF LAND AND FACILITIES OF THE TENDERER Date acquired / expected Total area Whether owned or leased or Proposed to be owned or leased Current/previous owner Availability of approach road D) Investment Details: Activity Land and land development Civil Plant and machinery Weigh Bridge details / capacity Safety / security Total E) Brief description of facilities and location of the plant with approximate Distance from BPCL Refinery, Mumbai F) Brief Description of plant operation, Quality Assurance & Production : i. Modifier ii. Modified product iii. Production Capacity 15

16 G) Details of CRMB/PMB/Emulsion Testing methods and equipment available for testing the modifier and the modified product: Names of tests Apparatus used Testing conforming to Carried out specifications (BIS, IRC, etc.) J) Details of your Past Experience in the country (India) in the field of Manufacture of CRMB/PMB Emulsion: 16

17 Attachment - 3 DECLARATION OF THE TENDERER I / We hereby offer the firm rates in the Rate Schedule attached. The Earnest Money Deposit (EMD) of Rs. 1,00,000 (Rupees one lakh only) has been paid by me / us vide Demand Draft No Dated / Bank Guarantee dated It is agreed that the EMD is refundable to us after finalization of tender in favour of any party and/or subject to our fulfilling the terms and conditions of this tender. I/We hereby agree to abide and fulfill the terms and conditions set out in the Tender and the Agreement attached, which shall be deemed to form a part of this tender. I/We return herewith the same duly attested on each page in token of my / our acceptance thereof. I/We hereby declare that for this tender any of your acceptances to be communicated by you to me / us by a letter shall constitute a valid and binding contract between us till such time the final Agreement is signed by us. I/We have noted that BPCL reserves the right to accept / reject any tender without assigning any reason whatsoever. Yours faithfully, Witness: Signature Name Place Date Signature Name Place Date 17

18 PART - II Attachment - 4 DRAFT OF AGREEMENT CLAUSES FOR SOURCING CRMB/PMB/EMULSION FROM THIRD PARTY PLANT 1. That the Company hereby appoints the Contractor and the Contractor hereby accepts the appointment as the Contractor for the said Plant at manufacturing, storing, handling and distribution of CRMB/PMB/Emulsion to the Company s customers only. 2. This Agreement shall commence from the day of and shall continue to be valid for a period of one year (unless determined by the Company as hereinafter provided). The Agreement may, on satisfactory performance of the Contractor, be at the entire discretion of the Company, renewed by the Company for one more year on the same terms and conditions except for the renewal clauses. Unless otherwise informed / notified in writing by BPC to contractor, the contract stands automatically come to the end at the last validity date / day of the agreement. 3. The Contractor shall confine himself to delivering CRMB/PMB/EMULSION and related products to the Company s authorized customers only. A list of such authorized customers shall, from time to time, be supplied by the Company to the Contractor, and the delivery of CRMB/PMB/EMULSION by the Contractor shall be strictly limited to the said customers and the Contractor shall have no right to deliver CRMB/PMB/Emulsion to any person other than the said customers. 4. All deliveries to be effected by the Contractor to the Company s customers shall be in the name of the Company and on behalf of the Company and in invoicing to the customers the Contractor shall use the name of the Company. 5. The deliveries will normally be against bank drafts, or if the Company so approves, by crossed cheques drawn in favour of the Company, provided that the Contractor will allow such credit to any of the said customers as the Company may from time to time authorize him in writing. 6. The Plant belongs to the Contractor and all maintenance and repairs will be carried out by the Contractor. 7. All permits, explosives and other licenses will be obtained and continue to remain in the name of the Contractor. The license fee in this regard will be paid by the Contractor. 18

19 8. Except for delivery of the Company s products to the Company s customers in terms of this Agreement the Contractor shall have no right or authority to incur any obligations or liabilities or enter into any contract or transact any business whatsoever or act in the name and on behalf of the Company. 9. The Contractor shall install at least one telephone within the Schedule I premises and shall keep the same in working condition at his own cost. 10. The Contractor shall take electric power connection for adequate capacity and all the expense incurred on installation and operation shall be borne by the Contractor. 11. Water and all Utilities shall be arranged by the Contractor at his own cost. 12. The Contractor shall not during the period of the contract deal directly or indirectly or be concerned in any way with the purchase / distribution or sale of similar products of any other company or use of Schedule I facilities for any purpose other than that or carrying on the manufacturing, packing and distribution work of the products of the Company as herein provided except with the previous consent of the Company in writing. 13. For the purpose of manufacturing, handling and delivering CRMB/PMB/Emulsion to the Company s customers, the Contractor shall permit the employees of the Company and other authorized official to enter upon the Schedule I premises and in respect thereof the following provisions shall apply: A) The Company s employees and other authorized officials may enter upon the Schedule I premises at any time for inspection / verification of Bitumen/CRMB/PMB/Emulsion. B) The Contractor shall keep the said Plant and its surroundings in a clean and hygienic condition. The Contractor shall not interfere with or attempt to adjust the storehouse, manufacturing plant & storage facilities or any part thereof without the consent of the Company but the Contractor shall be responsible for notifying the Company immediately of the necessity of any repair or adjustment thereby ensuring that the said storehouse, manufacturing plant and storage facilities are in proper working order. C) All repairs to the storehouse, manufacturing plant and storage facilities shall be done by the Contractor at his own cost Provided always that the Company may call upon the Contractor to carry out any repairs by himself/ itself and at his/its cost in 19

20 which event the Contractor shall be bound to carry out such repairs as directed by the Company. D) The Contractor shall not add to or alter the storehouse, manufacturing plant and storage facilities or remove any part thereof in any manner whatsoever except with the approval of the Company in writing first. If the Contractor commits a breach of this clause, the Company shall have the right to order the Contractor to reinstate and restore the same to its former condition in all respects and the cost thereof shall be paid by the Contractor. 14. The Contractor shall be liable to the Company for any loss, damage or injury caused to any property of the Company entrusted to the Contractor, and on demand pay the Company at its office hereinbefore mentioned the amount of loss, injury or damage. The Contractor, on demand, shall delivery the aforesaid property to the Company which shall be the sole judge in deciding the amount of loss, damage or injury. The Contractor shall whenever required, submit to the Company the inventory duly signed by him of the aforesaid property so entrusted to him. Further the Contractor shall not be entitled to use the aforesaid property for purpose other than those for which they were supplied. 15. For manufacture of CRMB/PMB/Emulsion of all grades, the Contractor shall use his own raw material i.e. Bitumen, modifier, additives, chemicals etc. 16. The source of Bitumen shall be from any of the PSU Oil Company or JV/Partnership Company of PSU oil companies or Private reputed oil Companies operating in India and Bitumen of all grades conforms to IS: 73: 2006 specifications. 17. The contractor shall manufacture CRMB/PMB/Emulsion as per specifications given in BIS. IS 15462: 2004 & IRC-SP-53:2002 & IS8887:2004 and deliver it to the customers in Bulk or Packed as per the instructions of the Company. 18. Each batch (After completion of manufacture of a lot and subsequent quality check clearance) of CRMB/PMB/Emulsion shall be tested by the contractor as per specifications given in BIS. IS 15462: 2004 & IRC-SP- 53:2002 & IS8887:2004 prior to obtaining clearance from BPCL for dispatch. A sample of 1 kg would be drawn from each batch and would be retained at the Plant for a period of 30 days. This period may be increased or decreased from time to time at the sole discretion of the Company. 20

21 19. The ratio of Bitumen and additives / modifiers to be used for manufacture of CRMB/PMB/Emulsion shall be as per the standard practice. 20. The Contractor shall maintain Quality Control Records for each batch of CRMB/PMB/Emulsion. These records will be made available to Company officials as and when required by the Company. The Company will have the liberty and right to cross check the quality of Bitumen/CRMB/CRM/PMB/Polymer/Additives/Chemicals etc. 21. A) The Contractor shall comply with the provisions of the following Acts and any amendments/ modifications thereto or reenactment thereof or any other law relating thereto and Rules made there under from time to time and comply with all provisions there in and / or make all the payments specified therein : i) Payment of Wages Act, 1936 ii) Workmen s Compensation Act, 1923 iii) Industrial Disputes Act, 1947 iv) Minimum Wages Act, 1948 v) Employees State Insurance Act, 1948 vi) Maternity Benefit Act, 1961 vii) Mines Act, 1952 viii) Employees Provident Funds and Miscellaneous Provisions Act, 1952 ix) Contact Labour (Regulation and Abolition ) Act, 1970 x) Payment of Bonus Act, 1965 B) The Contractor shall be fully responsible for complying with the provisions (including documentation and submission of Reports on the above to the concerned authorities) and shall indemnify the Company from any such lapses for which the Government / Statutory Authorities there under may take action against the Contractor and / or the Company. C) The Contractor shall be liable to pay his contribution and his employees contribution to the State Insurance Scheme, Provident Fund authorities etc. in respect of all his employees for the performance of his obligations under this Agreement in accordance with the provisions of Employee State Insurance Act, 1948, Employees Provident Fund and Miscellaneous Provisions Act, 1952, etc. as amended from time to time. D) In case the Contractor fails to submit full details of his account of labour employed and contributions payable, the Company shall recover from the monthly Bills of the Contractor the amount of the short fall in contribution assessed by the concerned authorities. The amount so recovered shall be paid to the concerned 21

22 authorities against the actual contribution payable for Employee s State Insurance of Employees Provident Funds, etc. E) The Company shall also have the power to deduct any sum required/ estimated to be deducted from the amounts due to the Contractor for the following : i) Making good the loss suffered by his employees due to non-fulfillment of Contractor Labour (R&A) act, ii) Non- payment of wages / minimum wages iii) Deduction from the wages of his employees which cannot be justified under the Contract Labour (R&A) Act, iv) Non observance of any of the provisions of the Contract Labour (R&A) act, v) Such deductions mentioned in (E) above will only be made based on a report from the local Labour Commissioner/ Inspecting Officer in accordance with Contract Labour (R&A), Act, The Contractor shall maintain all accounts and registers in the name of the Company. The Contractor shall complete the documents in respect receipt / use of Bitumen/Modifiers/Additives, Empty drums receipt, manufacture of CRMB/PMB/Emulsion, filling of CRMB/PMB/Emulsion into drums, Sales, Collection and depositing of cheques/ bank drafts and other reports and all other connected work as may be prescribed by the Company. Details of accounting procedure to be followed for accounting at the plant shall be advised by the Company. A copy of all deliveries and sales shall be forwarded by the Contractor to the Company at such intervals as the Company may from time to time direct. The Contractor shall maintain at the plant, true and correct accounts of : i) The grade wise quantity of Bulk Bitumen received/used. ii) The quantity of Modifiers/Additives received / Used. iii) The quantity of empty drums received. iv) The quantity of CRMB/PMB/Emulsion manufactured. v) The quantity of CRMB/PMB/Emulsion filled into drums. vi) The quantity of CRMB/PMB/Emulsion sent to the customers 23. The Company shall authorize the Contractor to collect from the customer for and on behalf of the Company the price of CRMB/PMB/Emulsion delivered to the customers of the Company by the Contractor on behalf of the Company in the form of bank instruments in favour of BPCL and to grant proper receipts and discharge for the same. 22

23 24. There should be no discrimination by the Contractor in the delivery of the products of the Company to the customers within the area allocated. There should be no delay or laxity on the part of the Contractor in giving prompt and efficient service to the customers. 25. The Company s measurement on point of dispatch shall be accepted as conclusive evidence of the quantities delivered. The Contractor however, will be at liberty to be represented at the measurement if the Contractor so wishes and to verify the correctness of the Company s measurement but the Company shall be entitled to proceed in the absence of such representatives and in that event the quantities declared by the Company shall be accepted by the Contractor as correct and the contractor will be accountable for the deficiency, if any. 26. The Contractor shall employ such staff as may be deemed necessary by the Contractor for carrying out efficiently his obligation under this Agreement. Such employees of the Contractor shall not be construed under any circumstances to be working under the Company and the Contractor shall be solely responsible for their wages and other emoluments. The Contractor shall indemnify the Company against any loss or damage which may be suffered by the Company by reason of negligence or default on the part of any such employees of the Contractor and any claim or demand made against the Company by any of such employees for any reason whatsoever. 27. In respect of the employees appointed by the Contractor, the Contractor shall comply with all provisions of the Shops and Establishments Acts (if applicable) and all other Central, State or Local Acts which may be applicable in respect of the Contractor s staff from time to time and shall keep the Company indemnified against all claims and/or demands in respect thereof. 28. The Contractor to provide monthly/daily stock summery and certificate to BPCL at the end of every month/day and as per Company s existing format. The Company s decision in this regard shall be final and binding on the Contractor. 29. The Contractor shall take insurance at their own cost on the full value of the Plant including his products covering fire & allied risks with coverage for extended perils like STFI, earthquake, cyclone, pilferage, terrorist act, theft, losses due to leakage for any reason whatsoever for the full value of the product at the landed cost. The insurance policy shall be renewed every year without a break in the policy period and a copy of the policy shall be furnished to the Company. Original policy shall be produced to the Company for their inspection and records as and when required. 23

24 30. The Company shall have the right to terminate the Agreement of the Contractor happening of any of the following events: A) Fraud on the Company B) Failing to carry out any stipulation contained in the Agreement for seven days after being required in writing to do so by the Company. C) Abandoning the work specified in the Agreement. D) Without any lawful reasons suspend the work for 15 consecutive days. E) Neglected or failed to observe and perform all or any of the terms, acts, matters or things under this Agreement to be observed and performed by the Contractor. F) Acted in any manner to the detrimental interest, reputation, dignity, name or prestige of the Company. G) Detection of shortage in supplied products to customers by the Company from time to time. 31. Notwithstanding anything contained in clause 30, BPCL also reserves the right to terminate the Agreement with 2 months notice without assigning any reason whatsoever. 32. On termination or earlier determination of the contract by the Company, the Company shall have the right to enter the Schedule I premises forthwith without any permission of the Contractor and to take over all the property of the company entrusted to the Contractor and the Contractor hereby undertakes to allow the Company to do so without any opposition or disturbance. Such taking over will be without prejudice to the Company s right to recover from the Contractor all amounts which may then be due and owing by the Contractor to the Company in terms of the Agreement. 33. The Company may, in its absolute discretion, at any time during the currency of the Agreement require the Contractor to furnish a performance Security Deposit for Rs.100 Lakhs (Rupees One hundred lakhs only) for the due performance of the obligations of the Contractor under this Agreement The Product quality and quantity (Performance guarantee) Security Deposit shall be in the form of a Bank Guarantee from any nationalized or scheduled Bank as per the format given by the Company. If the Contractor fails to furnish such security within 15 days from the date of receipt of the Letter of Intent/confirmation of award of contract by the Company, whichever is earlier, the Contractor shall be deemed to have committed a breach of the terms of this Agreement and the Company shall thereupon have the right to terminate the Contract forthwith thereafter and forfeit the EMD. 24

25 34. The Contractor shall receive operate the plant between 8 am to 5 pm. Holidays may be observed as per the Company s holiday list. Working extended hours and on holidays would be allowed with prior approval of the Company and no additional compensation shall be paid for the same. 35. The rights granted under this Agreement are not transferable and the Contractor shall not under any circumstances sell, dispose off, or assign or delegate or part with the possession of storehouse, manufacturing plant or storage facilities and his rights under this Agreement or any part thereof to any person or persons firm or company whatsoever without the previous written consent of the Company. 36. The Company by its officers, representatives and employees shall have at all material times and in any circumstances free and unrestricted access to the said storehouse, manufacturing plant and storage facilities and all other properties entrusted to the Contractor by the Company. 37. Any notice required to be given to the Contractor by the Company shall be deemed to be duly received and served on the Contractor, if such notice has been addressed to the Contractor at the last known address of the Contractor. Any notice required to be given to the Company by the Contractor shall be deemed to be duly received by and served on the Company if the envelope containing such notice has been addressed to the Company for the attention of GM Sales I&C at BPCL HQ, MUMBAI and has been sent by Registered Post. 38. NOTWITHSTANDING anything hereinbefore the contract shall ipso facto terminate when any partner of the Contractor s firm shall be adjudged insolvent or effect a composition with their creditors and such termination shall be effective from the date of declaration of the insolvency or Composition. 39. In this contract unless there is something in the subject or context inconsistent therewith : A) Words importing the singular number shall include the plural number and vice versa. B) Words importing the masculine gender shall include the feminine gender. C) Words importing persons shall include company. 40. As remuneration for the services to be rendered to the Company by the contract the Company shall pay to the Contractor remuneration as mentioned in Schedule VIII. 25

26 43. The Contractor shall submit the bills on monthly basis with all relevant documents to the Company s nominated officer and the payment for the same shall be made within 30 days of receipt on the same. 44. CORRECTNESS OF THE DOCUMENT : It shall be understood that every endeavor has been made to avoid error which can materially affect the basis of this tender and the successful tenderer shall take upon himself and provide for risk of any error which may subsequently be discovered and shall make no subsequent claim on account thereof. No advantage is to be taken by the successful tenderer or otherwise of any clerical error or mistake which may occur in the general specification, schedules, plans of tender forms supplied to the tenderer. 45. Force Majeure Event shall mean any event or circumstance or combination of events or circumstances beyond the reasonable control of party that materially and adversely affects the performance by such affected party of its obligations under or pursuant to this Agreement, provided, however, that such material and adverse effects could not have been prevented, overcome or remedied in whole or in partly by the affected party through the exercise of due diligence and reasonable care. Force Majeure Events hereunder shall include each of the following event and circumstances, but only to the extent that they satisfy the above requirement. A) Any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockage, embargo, revolution, riot, insurrection civil commotion, act of terrorism, or sabotage. B) Strikes, work to rule or go-slows that affect the premises of the parties hereto or are widespread or nationwide. C) Other events beyond the control of the affected party including but not limited to Lightning, fire, earthquake, flood, storm, cyclone, typhoon, or tornado, explosion, chemical contamination ( other than resulting from an act of war), epidemic or plague. 46. Neither of the party to this Agreement shall be liable for non-performance of any of its obligations under this Agreement in so far as such nonperformance is occasioned by a Force Majeure event nor shall this Agreement came to an end on account thereof. The notice of occurrence of any such factor shall be given by the affected party within a period of 7 days of the occurrence of such factors. The performance of the respective obligations of the parties under this Agreement shall be resumed soon as such factors, which have resulted in the nonperformance, cease to occur. A seven days notice regarding the cessation of such factors should be given by either party before the 26

27 performance is resumed is called upon to be resumed. Notwithstanding anything contained herein, if an event of force majeure occurs and is likely to continue for a period in excess of 30 days, the parties shall meet to discuss the consequences of Force Majeure and the course of action to be taken to mitigate the effects thereof to be adopted in the circumstances including termination of the Agreement. 47. Arbitration: a) Any dispute or difference of any nature whatsoever, any claim, cross-claim, counter-claim or set off of the Company against the Licensee or regarding any right, liability, act, omission or account of any of the parties hereto arising out of or in relation to this agreement shall be refereed to the Sole Arbitration of the Director (Marketing) of the Company or of some Officer of the Company who may be nominated by the Director (Marketing). The licensee will not be entitled to raise any objection to any such arbitrator on the ground that the arbitrator is an officer of the Company or that he has dealt with the matters to which the contract relates or that in the course of his duties as an Officer of the Company, he had expressed view on all or any other matters in dispute or difference. In the event of the arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reason, the Director (Marketing) as aforesaid at the time of such transfer, vacation of office or inability to act may in the discretion of the Director (Marketing) designate another person to act as arbitrator in accordance with the terms of the agreement to the end and intent that the original Arbitrator shall be entitled to continue the arbitration proceedings notwithstanding his transfer or vacation of office as an officer of the Company if the Director(Marketing) does not designate another person to act as arbitrator on such transfer, vacation of office or inability of original arbitrator. Such person shall be entitled to proceed with the reference from the point at which it was left by his predecessor. It is also a term of this contract that no person other than the Director (Marketing) of the Company or a person nominated by such Director (Marketing) as aforesaid shall act as arbitrator hereunder. The award of the arbitrator so appointed shall be final, conclusive and binding on all parties to the agreement subject to the provisions of the Arbitration & Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the rules made thereunder for the time being in force shall apply to the arbitration proceedings under this clause. b) 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 Indian Arbitration & Conciliation Act 1996 including admission of any affidavit as evidence concerning the matter in difference i.e. dispute before him. 27