GENERAL CONDITIONS OF CONTRACT

Table of Contents
TABLE OF CONTENTS ........................................................................................................ 1
1. GENERAL PROVISIONS ............................................................................................ 9
1.1. DEFINITIONS AND INTERPRETATIONS – .................................................................. 9
1.2. HEADINGS ............................................................................................................ 14
1.3. INTERPRETATION ................................................................................................. 14
1.4. SINGULAR AND PLURAL ........................................................................................ 14
1.5. GENDER ............................................................................................................... 14
1.6. EXECUTION OF CONTRACT AGREEMENT ............................................................... 14
1.7. COPIES OF DRAWINGS .......................................................................................... 15
1.8. CONSULTANTS ..................................................................................................... 15
1.9. CHANGES IN CONSTITUTION................................................................................. 15
1.10. DELAY IN ISSUANCE OF NOTICE TO PROCEED ........................................................ 15
1.11. INTENT OF THE CONTRACT DOCUMENT ................................................................ 15
1.12. INTERPRETATION ................................................................................................. 15
1.13. ORDER OF PRECEDENCE OF CONTRACT DOCUMENTS............................................ 16
1.14. DRAWINGS........................................................................................................... 16
1.15. TECHNICAL WORDS .............................................................................................. 17
1.16. AUTHENTICITY OF THE CONTRACT DOCUMENTS ................................................... 17
1.17. INSPECTIONS AND AUDIT BY THE BANK / INVESTORS / AUDITORS ........................ 17
2. THE COMPANY ..................................................................................................... 17
2.1. THE COMPANY REPRESENTS AND WARRANTS ...................................................... 17
2.2. AUTHORITY OF THE COMPANY ............................................................................. 18
2.3. LIMITATIONS AND RESPONSIBILITY ...................................................................... 18
2.4. AWARDS OF SEPARATE CONTRACTS ..................................................................... 19
2.5. COMPANY’S CLAIMS............................................................................................. 19
3. THE CONTRACTOR ................................................................................................ 19
3.1. CONTRACTOR’S GENERAL OBLIGATIONS ............................................................... 19
3.2 DEPOSITS ............................................................................................................. 20
3.2.1 PERFORMANCE DEPOSIT ...................................................................................... 20
3.3 LAND, ACCESS ROUTE AND RIGHTS OF WAY ......................................................... 21
3.4 SUB –SURFACE CONDITIONS ................................................................................. 21

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3.5 SETTING OUT THE WORK ...................................................................................... 22

3.6 MUTUAL RESPONSIBILITY OF CONTRACTORS ........................................................ 23
3.7 WORKING WITH OTHER CONTRACTORS................................................................ 23
3.8 CUTTING AND PATCHING UNDER SEPARATE CONTRACTS...................................... 23
3.9 CLAIMS BETWEEN SEPARATE CONTRACTORS ........................................................ 23
3.10 REPRESENTATIONS, WARRANTIES AND COVENANTS ............................................ 24
3.11 COMPANY’S EQUIPMENT AND FREE-ISSUE MATERIALS ......................................... 25
3.12 SECURITY OF THE SITE AND CARE OF WORKS ........................................................ 25
4 SUBMITTALS ........................................................................................................ 26
4.1 CONSTRUCTION SCHEDULE................................................................................... 26
4.2 LIST OF PLANT AND MACHINERY .......................................................................... 26
4.3 LABOUR HISTOGRAM ........................................................................................... 26
4.4 CONTRACTOR’S ORGANIZATION CHART ............................................................... 26
4.5 SAMPLES .............................................................................................................. 26
4.6 SHOP DRAWINGS ................................................................................................. 27
4.7 CONSTRUCTION METHODOLOGY .......................................................................... 27
4.8 PROJECT QUALITY PLAN ....................................................................................... 28
4.9 PROJECT SAFETY PLAN.......................................................................................... 28
4.10 SPACE FOR LABOUR ACCOMMODATION ............................................................... 28
4.11 SITE LOGISTICS AND INFRASTRUCTURE LAYOUT PLAN .......................................... 28
4.12 DEBRIS DISPOSAL / MANAGEMENT PLAN ............................................................. 28
5 LAWS AND REGULATION ...................................................................................... 28
5.1 GOVERNING LAW ................................................................................................. 28
5.2 COMPLIANCE ....................................................................................................... 28
5.3 PERMITS AND FEES ............................................................................................... 29
5.4 TAXES .................................................................................................................. 29
5.5 PROVISIONS OF LAW DEEMED INSERTED .............................................................. 30
6 UTILITIES FOR CONSTRUCTION AND SITE FACILITIES ............................................ 30
6.1 WATER ................................................................................................................. 30
6.2 POWER ................................................................................................................ 31
6.3 TEMPORARY UTILITY INTERRUPTIONS .................................................................. 31
6.4 ACCESS TO CONTRACTOR AND COMPLETION ........................................................ 31
6.5 USE OF SITE .......................................................................................................... 32

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6.6 SECURITY ............................................................................................................. 32

6.7 SPACE FOR LABOUR ACCOMMODATION AND FACILITIES ...................................... 32
6.8 SANITARY CONVENIENCES .................................................................................... 32
6.9 EXISTING FACILITIES ............................................................................................. 32
6.10 TELEPHONE .......................................................................................................... 32
6.11 UTILITIES AND SUBSTRUCTURES ........................................................................... 32
6.12 RESTORATION AND REPAIR .................................................................................. 33
7 CONTRACTOR’S WORKMANSHIP, SUPERVISION & MONITORING OF WORKS ........ 33
7.1 CONTRACTOR’S FIELD ORGANIZATION ................................................................. 33
7.2 CONTRACTOR’S PROJECT MANAGER .................................................................... 33
7.3 MANNER OF EXECUTION OF WORK ...................................................................... 34
7.4 WORKMANSHIP ................................................................................................... 34
7.5 TOLERANCE .......................................................................................................... 34
7.6 HOUSE KEEPING ................................................................................................... 35
7.7 SCAFFOLDING, STAGING, GUARDRAILS ................................................................. 35
7.8 WORK BEYOND NORMAL WORKING HOURS ......................................................... 35
7.9 OVERLOADING ..................................................................................................... 36
7.10 USE OF EXPLOSIVES .............................................................................................. 36
7.11 CUTTING AND PATCHING ..................................................................................... 36
7.12 PUBLIC CONVENIENCE .......................................................................................... 36
7.13 DUTY TO REPORT PERIODICALLY........................................................................... 36
7.14 MAINTENANCE DURING CONSTRUCTION & PROTECTION OF FINISHED WORK ...... 37
7.15 PROTECTION ........................................................................................................ 37
7.16 VERIFICATION OF INSTALLED WORK ..................................................................... 38
8 DIRECT SUB-CONTRACTORCONTRACTORS AND NOMINATED SUB-
CONTRACTORCONTRACTORS.......................................................................................... 38
8.1 SUBCONTRACTING ............................................................................................... 38
8.2 RESPONSIBILITY FOR SUB-CONTRACTORS ............................................................. 38
8.3 EXTENT OF SUB-CONTRACTING ............................................................................ 38
8.4 SUB – CONTRACTUAL RELATIONS ......................................................................... 39
8.5 SUB- CONTRACTOR(S) .......................................................................................... 39
8.6 NOMINATED SUB CONTRACTORS (“NSC”) ............................................................. 39
8.7 CONTRACTOR’S MANPOWER FOR THE CO-ORDINATION OF THE NOMINATED SUB
CONTRACTOR ................................................................................................................. 41

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9 STAFF AND LABOUR ............................................................................................. 42

9.1 STATUTORY PROVISIONS ...................................................................................... 42
9.2 LABOUR LAWS ..................................................................................................... 42
9.3 WORKMEN’S COMPENSATION ............................................................................. 43
9.4 PROVIDENT FUND ................................................................................................ 43
9.5 NON-COMPLIANCE WITH ANY STATUTORY PROVISIONS ....................................... 43
9.6 DETAILS OF LABOUR ACCOMMODATION AND FACILITIES ..................................... 44
9.7 EMPLOYEES’ & WORKERS IDENTIFICATION ........................................................... 44
9.8 LABOUR RELATIONS ............................................................................................. 44
9.9 WORKMEN ........................................................................................................... 44
9.10 ARTISTS AND TRADESMEN ................................................................................... 45
10 QUALITY MANAGEMENT ...................................................................................... 45
10.1 QUALITY PLAN...................................................................................................... 45
10.2 AVAILABILITY OF QUALITY PLAN AND RELEVANT DOCUMENTS AT SITE ................. 46
11 PROJECT SAFETY PLAN.......................................................................................... 46
11.1 GENERAL .............................................................................................................. 47
11.2 PROJECT SAFETY PLAN.......................................................................................... 47
11.3 SAFETY AUDIT ...................................................................................................... 47
12 MATERIALS .......................................................................................................... 48
12.1 MATERIALS .......................................................................................................... 48
12.2 PROCUREMENT OF MATERIALS FOR THE WORK.................................................... 48
12.3 WASTAGE OF MATERIAL....................................................................................... 49
12.4 SPACE REQUIREMENTS AND ARRANGEMENT ....................................................... 49
12.5 STORAGE OF MATERIALS ...................................................................................... 49
12.6 SUBSTITUTIONS AND EQUALS............................................................................... 50
12.7 USE OF APPROVED SUBSTITUTIONS OR EQUALS ................................................... 50
12.8 MANUFACTURER’S INSTRUCTIONS ....................................................................... 50
13 CONTRACTOR’S PLANT, MACHINERY AND EQUIPMENT ........................................ 50
14 COMMENCEMENT, DELAYS AND SUSPENSION ...................................................... 51
14.1 TIME .................................................................................................................... 52
14.2 MOBILIZATION PERIOD ........................................................................................ 52
14.3 TIME FOR COMPLETION ....................................................................................... 52
14.4 EXTENSION OF CONTRACT PERIOD ....................................................................... 52

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14.5 INSTRUCTION TO MAKE UP THE DELAY ................................................................. 53

14.6 EXPEDITING.......................................................................................................... 53
14.7 LIQUIDATED DAMAGES ........................................................................................ 53
14.8 SUSPENSION OF WORK AND ITS CONSEQUENCES – .............................................. 53
15 TESTING AND INSPECTION REQUIREMENTS .......................................................... 54
15.1 ACCESS TO THE WORK AND RECORDS................................................................... 54
15.2 NOTICE FOR COVERED WORK ............................................................................... 54
15.3 INSPECTION ......................................................................................................... 54
15.4 TESTING ............................................................................................................... 54
15.5 INSPECTIONS, TESTS AND APPROVALS REQUIRED BY OTHERS ............................... 55
16 COMPANY’S TAKING OVER ................................................................................... 55
16.1 CERTIFICATION OF VIRTUAL COMPLETION OF WORK ............................................ 55
16.2 CERTIFICATION OF COMPLETION BY STAGES ......................................................... 56
16.3 CLEANING UP ....................................................................................................... 56
16.4 USE OF COMPLETED PORTIONS ............................................................................ 57
16.5 TEMPORARY STRUCTURES .................................................................................... 57
16.6 UNFIXED GOODS AND MATERIALS........................................................................ 57
17 DEFECTS LIABILITY ................................................................................................ 57
17.1 DEFECTIVE WORK AND CORRECTION .................................................................... 57
17.2 COMPANY’S RIGHT TO CORRECT DEFECTIVE WORK .............................................. 58
17.3 COMPANY’S RIGHT TO ACCEPT DEFECTIVE WORK ................................................. 58
17.4 RE-EXAMINATION OF WORK ................................................................................ 58
17.5 NEGLIGENCE......................................................................................................... 58
18 MEASUREMENT AND EVALUATION....................................................................... 59
18.1 ITEM RATE RE- MEASURABLE CONTRACT .............................................................. 59
18.2 INCIDENTAL ITEMS OR ITEMS NOT QUOTED FOR IN THE BOQ ............................... 60
18.3 MEASUREMENT & OTHER RECORDS ..................................................................... 60
18.4 METHOD OF MEASUREMENT ............................................................................... 60
18.5 MEASUREMENT NOT A PROOF OF SUFFICIENCY OR ACCEPTANCE ......................... 60
18.6 JOINT MEASUREMENT .......................................................................................... 60
18.7 PROVISIONAL QUANTITIES ................................................................................... 61
18.8 PAYMENT BASED ON ACTUAL EXECUTED QUANTITIES .......................................... 61
18.9 AMENDMENT ORDER FOR EXTRA WORK .............................................................. 61

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18.10 BURIED AND CONCEALED WORK .......................................................................... 61

19 VARIATIONS AND ADJUSTMENTS ......................................................................... 61
19.1 ALTERATIONS IN SPECIFICATIONS AND DESIGNS ................................................... 61
19.2 EXTRA ITEMS ........................................................................................................ 62
19.3 DELETION OF WORK ............................................................................................. 63
19.4 NOTICE TO SURETIES ............................................................................................ 63
19.5 ESCALATION ......................................................................................................... 63
20 CONTRACT PRICE AND PAYMENT ......................................................................... 64
20.1 CONTRACT PRICE – ............................................................................................... 64
20.2 SECURED ADVANCE .............................................................................................. 64
20.3 MOBILIZATION ADVANCE ..................................................................................... 64
20.4 SUBMISSION OF BILLS FOR PROGRESS PAYMENTS (RUNNING ACCOUNT OR INTERIM
BILLS) 65
20.5 FOREIGN EXCHANGE ............................................................................................ 66
20.6 ACCEPTANCE OF THE PROGRESS BILLS AND CERTIFICATION OF PROGRESS PAYMENT66
20.7 PROGRESS, RUNNING OR INTERIM PAYMENTS ..................................................... 66
20.8 DISBURSEMENT OF PAYMENT: ............................................................................. 67
20.9 RECOVERY OF OTHER NON-SECURED ADVANCES .................................................. 67
20.10 WITHHOLDING OF PAYMENTS .............................................................................. 68
20.11 DEDUCTIONS FOR TAXES &DUTIES........................................................................ 68
20.12 FINAL ACCOUNT ................................................................................................... 68
20.13 FINAL COMPLETION CERTIFICATE ......................................................................... 69
20.14 APPROVAL OF FINAL PAYMENT ............................................................................ 69
20.15 OBLIGATIONS UNDER THE CONTRACT .................................................................. 69
20.16 WAIVER OF CLAIMS .............................................................................................. 69
20.17 CONTRACTOR’S PAYMENT TO THE COMPANY....................................................... 70
20.18 RECEIPT FOR PAYMENT BY CONTRACTOR ............................................................. 70
20.19 CERTIFICATE OF COMPLETION OF DEFECTS LIABILITY PERIOD................................ 70
20.20 MONETARY SETTLEMENT ON COMPLETION OF THE DEFECTS LIABILITY PERIOD .... 70
20.21 CONTINUING OBLIGATION OF THE CONTRACTOR ................................................. 71
21 TERMINATION BY COMPANY ................................................................................ 71
21.1 SUSPENSION AND STOPPAGE OF WORK ............................................................... 71
21.2 TERMINATION OF CONTRACT AGREEMENT .......................................................... 72
21.3 TERMINATION ON ACCOUNT OF BREACH OF TRUST:............................................. 74

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21.4 CONTRACTOR’S CONTINUING LIABILITY ................................................................ 74

21.5 PROCEDURE FOR TERMINATION ........................................................................... 74
21.6 COMPANY’S SPECIAL POWER OF FORECLOSURE OF THE WORKS ........................... 74
22 INDEMNITY, RISK AND RESPONSIBILITY ................................................................ 75
22.1 INDEMNITY .......................................................................................................... 75
22.2 LOSS OR DAMAGE AND INDEMNITY AGREEMENT ................................................. 75
22.3 INJURY TO PERSON .............................................................................................. 76
22.4 DAMAGE TO PROPERTY ........................................................................................ 76
22.5 GUARANTEES AND WARRANTIES .......................................................................... 76
22.5.1 DEFECTS LIABILITY PERIOD .................................................................................... 76
22.5.2 SPECIAL GUARANTEES TO BE PROVIDED BY THE CONTRACTOR............................... 76
22.5.3 A CONTRACTOR TO PASS ON THE WARRANTY OF TITLE.......................................... 76
23 INSURANCE .......................................................................................................... 77
23.1 INSURANCE FOR THE WORKS BY COMPANY.......................................................... 77
23.2 INSURANCE FOR THE WORKS BY CONTRACTOR...................................................... 77
23.3 CARE OF WORKS ................................................................................................... 78
23.4 RESPONSIBILITY TO RECTIFY LOSS OR DAMAGE ..................................................... 78
23.5 RESPONSIBILITY FOR AMOUNTS NOT RECOVERED ................................................. 78
23.6 DAMAGE TO PERSONS AND PROPERTY .................................................................. 78
23.7 MINIMUM AMOUNT OF INSURANCE ..................................................................... 78
23.8 PRINCIPAL BENEFICIARY ........................................................................................ 79
23.9 ACCIDENT OR INJURY TO WORKMEN..................................................................... 79
23.10 EVIDENCE AND TERMS OF INSURANCES................................................................. 79
23.11 ADEQUACY OF INSURANCES.................................................................................. 79
23.12 REMEDY ON CONTRACTOR’S FAILURE TO INSURE .................................................. 79
23.13 COMPLIANCE WITH POLICY CONDITIONS ............................................................... 79
24 FORCE MAJEURE .................................................................................................. 79
24.1 FORCE MAJEURE .................................................................................................. 79
24.2 DUTY TO REPORT ................................................................................................. 80
24.3 THE EFFECT OF FORCE MAJEURE ........................................................................... 80
24.4 TERMINATION DUE TO FORCE MAJEURE............................................................... 81
24.5 IN CASE THE CONTRACT IS TERMINATED DUE TO FORCE MAJEURE THEN .............. 81
24.6 EXCUSE FROM PERFORMING OBLIGATIONS UNDER THE CONTRACT ..................... 81

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25 CLAIMS, DISPUTES AND ARBITRATION .................................................................. 81

25.1 CONTRACTOR’S CLAIMS ....................................................................................... 81
25.2 DISPUTE RESOLUTION: ......................................................................................... 82
25.3 ARBITRATION ....................................................................................................... 82
26 MISCELLANEOUS PROVISION ................................................................................ 83
26.1 SUCCESSORS AND ASSIGNS .................................................................................. 83
26.2 COMMUNICATIONS.............................................................................................. 84
26.3 LICENSES AND PERMITS FOR MATERIALS UNDER GOVERNMENT CONTROL ........... 84
26.4 ROYALTIES AND PATENTS ..................................................................................... 84
26.5 GREEN BUILDING & ENVIRONMENTAL SUSTAINABILITY ........................................ 84
26.6 ORAL AGREEMENTS.............................................................................................. 85
26.7 SITE ORDER BOOKS .............................................................................................. 85
26.8 PROBLEM SOLVING .............................................................................................. 85
26.9 CERTIFICATE ......................................................................................................... 85
26.10 ENCUMBRANCES .................................................................................................. 85
26.11 INTELLECTUAL PROPERTY RIGHTS ......................................................................... 85
26.12 CORRUPT PRACTICES. ........................................................................................... 86
26.13 RULING LANGUAGES ............................................................................................ 86
26.14 PROTECTION OF TREES AND SHRUBS .................................................................... 86
26.15 FOSSILS AND ANTIQUES ETC. ................................................................................ 86
26.16 ENVIRONMENTAL LAWS. ...................................................................................... 86
26.17 CONFIDENTIALITY................................................................................................. 86
26.18 SURVIVABILITY ..................................................................................................... 86
26.19 FURTHER ASSURANCE .......................................................................................... 87
26.20 NO THIRD-PARTY BENEFICIARIES .......................................................................... 87
26.21 WAIVER NOT ALTERING CONDITIONS ................................................................... 87
26.22 NOTICES ............................................................................................................... 87
26.23 COUNTERPARTS ................................................................................................... 88
26.24 ENTIRE CONTRACT DOCUMENTS .......................................................................... 88
26.25 SEVERABILITY ....................................................................................................... 88
26.26 NO PARTNERSHIP OR AGENCY .............................................................................. 88
26.27 PUBLIC ANNOUNCEMENTS ................................................................................... 89
26.28 COSTS AND EXPENSES .......................................................................................... 89

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 GENERAL CONDITIONS OF CONTRACT

1. GENERAL PROVISIONS
1.1. Definitions and Interpretations –
In the Contract (as hereinafter defined) the following words and expressions shall have
the meanings hereby assigned to them, except where the context otherwise demands
(i) Addenda shall mean Written or graphic notices issued prior to execution of the
Contract agreement that clarifies and/or modifies and/or interprets the Contract
Documents. All Addenda issued shall form part of the Contract Documents.
(ii) Affiliate shall mean a Company or entity that directly or indirectly Controls, is
controlled by, or is under common Control with, as the case may be, the Party.
For the purposes of this definition, the term ‘Control’ shall mean (I) ownership or
control (whether directly or otherwise) of more than 50% of the equity share
capital, voting capital, or the like of the controlled entity; or (II) ownership of
equity share capital, voting capital, or the like by Contractor otherwise, control
of, power to control the composition of, or power to appoint, more than 50% of
the members of the board of directors or other equivalent or analogous body of
the controlled entity;
(iii) Applicable Laws shall mean any law, statute, ordinance, rule, regulation, or order
applicable in the state of India.
(iv) Architect means the entity as specified in the Special Conditions of Contract, a
qualified Architect or his representative appointed by the Architect and approved
by the Company.
(v) Amendment Order shall mean a written order to the Contractor signed by the
Company ordering and authorizing an addition, deletion, or revision in the Works,
terms and conditions or an adjustment in the Contract Price and / or the Contract
time. To the extent of such amendments, the Amendment Order shall supersede
the Contract without vitiating any other conditions.
(vi) Basic Rate shall mean the Rate for the material as listed in the Annexure to
Special Conditions of Contract. Basic Rate shall be inclusive of all taxes (except
GST), duties, Royalties, loading, transportation and delivery of materials at Site.
Unloading and storing of material shall be deemed to be included in the Rates
quoted by the Contractor.
(vii) Bill of Quantities (BOQ) shall mean a list showing discrete and/or measurable
Work items required to be executed for completion of the Work, their brief
description, their quantities, units of measurement, Rate in the currency of the
Contract and the total price that will be charged by the Contractor for executing
the said quantity in the currency of Contract and showing section-wise totals and
Grand totals required for executing the Work or a part thereof. The BOQ provided
as a part of the Contract Document indicates tentative quantities of items and
the quantities shown therein are not actual or final quantities.

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(viii) Billing Period shall mean the time period measured in terms of the acceptable
unit between the two successive running account bills.
(ix) Confidential Information shall mean all material, non-public, business-related
information including but not limited to plans, Drawings, technical information/
know-how, models, Specifications, databases written or oral owned/ generated
by the Company, whether is disclosed or made available to the Contractor,
directly or indirectly, through any means of communication or observation.
(x) Company shall mean an entity as defined in the Special Conditions of Contract.
The term Company shall deem to act through the authorized signatory of the
Company or the nominated representative of the authorized signatory.
(xi) Company’s Representative shall mean a person, firm or agency employed
/appointed or nominated by the Company, as specified in the Special Conditions
of Contract, for the purpose of dealing with all the contractual matters. However,
the Company’s Representative is not an agent of the Company and shall not, by
any authority or circumstance, have the power to waive or alter Contractor’s
obligations or liabilities.
(xii) Company’s Instructions shall mean any Drawings, instructions verbal (confirmed
in writing within 4(four) days of the communication) and/or in writing, details,
directions, and/or explanations issued by the Company Representative, under
express authority of the Company or the Company from time to time during the
Contract Period and Defects Liability Period.
(xiii) Consultant or The Consultant (s) shall mean an entity or entities, appointed by
the Company from time to time for specialist services, and their representatives,
as mentioned in the Special Conditions of Contract for the specific purpose of
the Work Tendered.
(xiv) Consultant’s Instructions means such directions that a Consultant, in
consultation and approval of the Company, from time to time, issue to further
Drawings, details and/or instructions, directions and explanations, in writing, all
of which shall collectively be referred to as Consultant’s Instructions.
(xv) Contract means the Contract Agreement, the Letter of Acceptance, the Letter of
Tender, Contractor’s Bid, General Conditions, Special Conditions, the
Specifications, the Drawings, the Schedules, Addenda, Corrigenda and the further
documents (if any) which are listed in the Contract Agreement and / or in the
Letter of Acceptance.
(xvi) Contract Agreement shall mean the Agreement signed between the Company
and the Contractor for the specific task of completion of this Project and shall
constitute offer and valid acceptance.
(xvii) Contract Documents shall mean documents consisting of the Contract
agreement, the notices, instructions and forms issued to Tenderers for the
submission of Tenders, the Contractor’s Tender, the Notice to Proceed, the
General Conditions of Contract with all appendices and schedules appended
thereto, the Special Conditions of Contract, technical Specifications,
Performance Deposit, Drawings, Bill of Quantities, all Addenda and corrigenda
issued by the Company, the Company' Schedule and all communications
representing agreement between the Company and the Tenderer/ Contractor.
(xviii) Contract Price shall mean the amount of money the Company has agreed to pay
to the Contractor including all applicable taxes but excluding GST and labour cess,

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for performing the Work through the Contract along with all the Contract
Documents and Amendment Orders and includes any adjustments made in
accordance with the conditions of the Contract.
(xix) Contract Period (Alternatively referred as Contract Time) shall mean the
Gregorian calendar time expressed in appropriate units of time between the
Notice to Proceed and the scheduled completion of Work as shown on the
Contract Schedule or an authorized extension thereof will be the Contract Period.
Contract Period may alternatively be referred as Contract time. The Contract time
shall be inclusive of the monsoon period.
(xx) Contract Schedule shall mean the time schedule, mutually agreed by the
Contractor and the Company, at the time of executing the Contract and as
updated from time to time. This schedule shall form part of the Contract
Document and will govern the execution of the Work. In absence of the Contract
Schedule the Company’s Schedule provided along with the Tender Document will
be deemed as the Contract Schedule.
(xxi) Contractor shall mean the person, firm or organization identified as such in the
Contract agreement and / or in the Letter of Acceptance and the legal successors
in title to this person(s). For the purpose of this Contract, Contractor is an entity
who has been selected by a due process of Tendering to execute the Work. The
term Contractor shall mean the Contractor or his authorized representatives
appointed for the delivery of the Work. The Contractor’s representatives will be
deemed to be bound by this Contract and the signatory to this Contract on behalf
of the Contractor and unless otherwise specifically agreed in writing, shall be
treated as the Contractor’s authorized representative, for all contractual matters.
(xxii) Construction Manager Shall mean a representative of Company / or a firm /
Agency / or a Consultant and / or their personnel appointed and designated by
the Company as such, for the purpose of coordinating and supervising the
Contract as mentioned in the Special Conditions of Contract.
(xxiii) Cost shall be deemed to include material Cost after taking into account all the
applicable taxes including but not limited to GST leviable (Net liability after
availing Input Tax credit (ITC)) on supply of goods or services or both,, levies,
taxes or duties of appropriate authority, royalties, insurances, licenses if any and
expense towards transportation, loading, unloading, security, storing at site,
safely handling at site, expected wastages, Labour (skilled / unskilled), tools,
plants and equipment, all overhead Costs either on or off Site, miscellaneous
expenditure properly incurred or to be incurred whether on or off the site
including overhead and other charges properly allocable thereto for an item of
Work but not including Contractor’s profit.
(xxiv) Drawings shall mean the Drawings or reproduction thereof which show the scope
and character of the Work or a part thereof to be performed and which have
been approved by Company or his Consultants for construction and are referred
to in the Contract Documents. The terms Drawings or plans have the same
meaning unless otherwise stated or specified.
(xxv) Deposits are monies either in the form of currency or Bank Guarantee from a
nationalized or scheduled bank, acceptable to the Company as per the Performa
attached with the Contract Documents that are given by the Tenderer
/Contractor to the Company and held in trust by the Company without paying

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any interest thereon. The Company may convert one form of Deposits into
another or may forfeit such Deposits, within the framework of this Contract. The
following definitions are given here for the purpose
a. Performance Deposit: This deposit is the deposit provided by the Contractor
and held by the Company to ensure performance of the Contractor for the
Contract Period. This deposit may be forfeited in full or in part subject to
conditions of this Contract.
b. Deposit against Defects Liability Period (DLP) services: This Deposit shall be
provided by the Contractor and kept with the Company till the completion of
the Defects Liability Period to ensure fulfillment of requisite Standards and
parameters for performance during Defects Liability Period (DLP).
(xxvi) Defects Liability Period: The period mandated in the Contract, starting after the
receipt of Virtual Completion certificate by the Contractor, during which the
Contractor is responsible for rectifying all the defects arising till the end of this
period as per the terms of the Contract.
(xxvii) Final Completion Certificate means the certificate issued by the Company after
successful completion of Works under this Contract i.e. after the virtual
completion certification and fulfilling all the other contractual obligations
including providing a Declaration as per the proforma.
(xxviii) For the purposes of this Agreement/Contract the following terms shall have the
meaning as given below:
“GST” (Goods and Services Tax) - means any tax or cess or both imposed on the
supply of goods or services or both under GST Law.
“GST Laws” - means IGST Act, GST (Compensation to the States for Loss of
Revenue) Act, CGST Act, respective UTGST Act and respective SGST Act, 2017 and
all related legislations, Rules, Notifications, Orders, etc.
(xxix) Letter of Acceptance shall mean the letter of formal acceptance, signed by the
Company, of the Form of Tender, including any annexed memoranda comprising
agreements between and signed by both the Company and the Contractor. In
absence of such formal issuance, the Letter of Acceptance shall be construed to
mean the Contract Agreement.
(xxx) Notice to Proceed shall mean a Written Notice, issued by the Company to the
Contractor, authorizing him to proceed with the Work. Unless otherwise
specified, the date on which the Notice to Proceed is issued shall be construed to
be the date of commencement of the Work.
(xxxi) Party shall mean either the Company or the Contractor who are parties to the
Contract and either of the entities as the context may demand, in singular shall
be referred to as a Party.
(xxxii) Project shall mean the final product that the Company has conceived to be
constructed and delivered. The Work will be a part of the Project or will be the
Project in its entirety.
(xxxiii) Project Quality Plan shall mean the Contractor’s Quality Management System
(Quality Assurance Plan and Quality Control Procedures) in executing the Works
in accordance with the Specifications, Drawings, applicable local codes and
norms. This shall be consistent with the Company’s Quality manual and the
requirements specified in the Contract.

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(xxxiv) Progress Payments (Alternatively referred to as Interim Payment or Running Bill)

shall mean advance payment made towards the Final bill, for a Billing Period,
certified after checking verifying and accepting all the details of all the dues to
the Contractor and recoveries to be made from him. The Progress payment does
not constitute either acceptance of the Work or is final in itself for the billed part
of the Work.
(xxxv) Rate shall be deemed to include but not limited to material Cost inclusive of GST
leviable (Net liability after availing Input Tax credit (ITC)) on supply of goods or
services or both income tax, Works Contract tax, local body tax and other
charges, levies, taxes or duties of appropriate authority, royalties, insurances,
licenses if any and expense towards transportation, loading, unloading, security,
storing at site, safely handling at site, expected wastages, Labour (skilled /
unskilled), tools, plants and equipment, all overhead Costs, Contractors’ profit,
miscellaneous expenditure properly incurred or to be incurred whether on or off
the site including overhead and other charges properly allocable thereto for a
unit quantity of measurement for an item of Work.
(xxxvi) Royalty shall mean the Compensation for the use of property, usually
copyrighted Works, patented inventions, or natural resources, expressed as a
percentage of receipts from using the property or as a payment for each unit
produced.
(xxxvii) Samples shall constitute physical examples to be furnished by the Contractor, in
accordance with the Contract Conditions, to illustrate acceptability of materials,
equipment or workmanship and/or to emulate workmanship Standards by which
the Work will be judged as Work progress.
(xxxviii) Salary shall mean the basic Salary of an employee and dearness allowance as
applicable at the site.
(xxxix) Specifications shall mean the conditions which cover the materials to be used,
the workmanship, tolerances and standard procedures required to be followed
by the Contractor in the course of executing the Work.
(xl) Standards shall mean relevant latest version of the Indian Standards issued by
the Bureau of Indian Standards, Manak Bhavan, New Delhi or in its absence any
other standard, as the Company may instruct and / or approve.
(xli) Sub – Contractor shall mean a person, firm or organization that has a direct
Contract with the Contractor to perform parts of the Work at the site.
(xlii) Supplier or Vendor shall mean any person, firm or organization which supplies
materials and / or equipment for the Works, including those fabricated to a
special design. Both the terms can be used interchangeably. A Supplier may also
be a subcontractor.
(xliii) Surety shall mean the Bank that joins with the Contractor in assuming the liability
for the contractually compliant performance of the Works and for the payment
of all obligations pertaining to the Works in accordance with the Contract
Documents by issuing legally enforceable bonds required by the Contract
Documents.
(xliv) Shop Drawings shall mean all Drawings, diagrams, illustrations, schedules,
performance charts, brochures, and other data which are prepared by the
Contractor or any of his Sub-Contractor, manufacturer, Supplier, or distributor,

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and submitted to the Company, illustrating the equipment, material or some

portion of the Work and submitted to the Company.
(xlv) Tender shall mean the offer for Work submitted by the Contractor/Tenderer in
the prescribed form, setting forth the prices for the Work to be performed, and
the details thereof. The term Tender and the term Bid are synonymous and have
been used interchangeably.
(xlvi) Tenderer shall mean any person, firm or an organization, submitting a Tender for
the Work. The term Tenderer and Bidder are synonymous and have been used
interchangeably. The successful Tenderer shall be the Contractor.
(xlvii) Virtual Completion certificate shall mean the certificate issued by the Company
after completion of Works or specified portion of Works as specified under this
Contract and making good any defects to the satisfaction of the Company,
thereby entitling the Contractor to prepare the final bill. In the event the Virtual
Completion certificate is issued in parts, the date on which last Virtual
Completion certificate is issued shall be taken as the date for virtual completion.
(xlviii) Written Notice shall mean a written communication sent to a Party in this
Contract by the other Party, through and to their authorized representatives. A
notice shall be deemed to have been duly served if delivered in person to the
designated individual or to a designated member of the firm or to an office of the
Party for whom it is intended, or if delivered at or sent by registered mail to the
last business address known to the sender or is delivered through any other
agreed mode of communication including facsimile and email.
(xlix) Work is defined as the scope of supply and/or services or both as the context
may demand; reasonably inferred from the various documents forming the
Contract such as scope document, Drawings, Bill of Quantities, Specifications, site
instructions etc. for which the Company and the Contractor have agreed to enter
into this contract. The expression “Works” or “Work” where used in these
conditions shall unless there be something in the subject or context repugnant to
such grammatical construction, be construed to mean the Work or part of Work
contracted to be executed or in virtue of the contract, whether temporary or
permanent and whether original, altered, substituted or additional.
1.2. Headings
The headings in these Conditions shall not be deemed part thereof or be taken into
consideration in the interpretation or construction thereof or of the Contract.
1.3. Interpretation
Words importing persons or parties shall include firms and corporations and any
organization having legal capacity.
1.4. Singular and Plural
Words importing the singular only also include the plural and vice versa where the
context requires.
1.5. Gender
Unless otherwise specifically stated, the masculine gender shall include the feminine and
neutral gender and vice versa.
1.6. Execution of Contract Agreement
At least two copies of the Contract Agreement and such other Contract Document as
practicable shall be suitably identified as agreed by the parties and signed by the

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Company and the Contractor. The Company and the Contractor shall each receive an
executed copy of the Contract Agreement.
1.7. Copies of Drawings
The Company will furnish three copies of Drawings to the Contractor, as are reasonably
necessary for the execution of the Work.
1.8. Consultants
The Company reserves the right to engage Consultants or terminate Consultants at any
stage of the Project as deemed appropriate.
1.9. Changes in Constitution
1.9.1 Where the Contractor is a Partnership firm, the prior approval in writing of the
Company shall be obtained before any change is made in the constitution of the
firm.
1.9.2 Where the Contractor is an individual or a Hindu Undivided Family business
concern, such approval as aforesaid shall likewise be obtained before the
Contractor enters into any partnership agreement where under the partnership
firm would have the right to carry out the Work hitherto undertaken by the
Contractor. In case, prior approval as aforesaid is not obtained, the Contract shall
be deemed to have been assigned in contravention of the provisions of this
Contract.
1.9.3 If the Contractor constitutes a joint venture, consortium or other unincorporated
grouping of two or more persons – under Applicable Laws these persons shall be
deemed to be jointly and severally liable to the Company for the performance of
the contract. Such persons shall notify the Company of their leader who shall
have the authority to bind the Contractor and each of these persons and the
Contractor shall not alter its composition or legal status without prior consent of
the Company.
1.10. Delay in issuance of Notice to Proceed
The Company reserves the right to delay issuance of the notices to proceed and / or
commencement of Work at site on account of delays in land acquisition, statutory
permissions and sanctioning estimates. No additional compensation shall be payable to
the Contractor on account of such delay.
1.11. Intent of the Contract Document
The primary intent of the Contract Document is to provide a framework for executing
the Work. Any Work that may be reasonably inferred from the Drawings or Specifications
as being required to produce the intended result shall be provided by the Contractor;
whether or not it is specifically called for. The Contractor shall furnish and pay for all
Labour, supervision, materials, equipment, transportation, construction equipment, and
machinery tools, appliances, water, fuel, power energy, light, heat, utilities, telephone
and communications, temporary sanitary facilities, storage, protection safety provisions
and all other facilities, services, and incidentals of any nature whatsoever necessary for
the satisfactory and acceptable inspections, testing, initial operation and completion of
the Work in accordance with the Contract Documents, ready for use, occupancy or
operation by the Company.
1.12. Interpretation
Written clarifications or interpretations necessary for the proper execution or progress
of the Work, in the form of Drawings or otherwise will be issued with reasonable

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promptness by the Company and in accordance with any schedule agreed upon or as
requested by the Contractor. Such clarifications or interpretations shall be consistent
with or reasonably inferable from the intent of the Contract Documents and shall
become a part thereof. Where there is a discrepancy between the Drawings and the
Specifications, the Company’s interpretation shall be final and binding on the Contractor.
1.13. Order of Precedence of Contract Documents
The several documents forming the Contract are to be taken as mutually explanatory of
one another, but in case of ambiguities or discrepancies the same shall be explained and
adjusted by the Company who shall thereupon issue to the Contractor instructions
thereon without any compensation being payable to the Contractor for the same and in
such event, unless otherwise provided in the Contract, the priority of the documents
forming the Contract shall be as follows.
1.13.1 Contract Agreement and the sections
a) Technical Specifications
b) Tender BOQ
c) Tender Drawings
d) Scope of Work
e) Contract Schedule.
1.13.2 Notice to Proceed
1.13.3 Letter of Acceptance
1.13.4 Special Conditions of Contract attached herewith as issued with the Tender
document and as subsequently amended through documentation such as the
Addenda, minutes of meetings, records of discussions etc.
1.13.5 General Conditions of Contract attached herewith as issued with the Tender
document and as subsequently amended through documentation such as the
Addenda, minutes of meetings, records of discussions etc.
1.13.6 Minutes of Pre-bid Meeting held on issued on and the various Addenda issued
from time to time in order of their issue, the later superseding the earlier in case
of a conflict.
1.13.7 However, for the purpose of execution of the Works, the priority of the
documents shall be as under
a) Site instructions/Sketches issued by the Company or the Consultant or
any pertinent authorized representative of the Company.
b) Good for Construction Drawings
c) Technical Specifications as appended to the Contract Agreement
d) Contract BOQ
1.13.8 Any error or discrepancy in a document or between documents shall be
immediately bought to the notice of Company who shall issue any necessary
clarification or instruction. The interpretation issued by the Company shall be
final and binding on the Contractor.
1.14. Drawings
1.14.1 Signed Drawings Good for Construction (GFC)
Signed drawing alone shall not be deemed to be in order for Work unless it is entered in
the agreement or schedule of Drawings under proper attestation of the Contractor and
the Company or unless it has been sent to the Contractor by the Company with a
covering letter confirming that the Work thenceforth shall proceed using the said

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drawing. The later revision of a drawing shall deem to become effective immediately
from the date of issue and shall deem to have replaced the earlier revision of the same
drawing.
Figured dimensions on Drawings shall govern over scale dimensions, and detailed
Drawings shall govern over general Drawings.
Inconsistencies or errors discovered in the Drawings and Specifications shall be promptly
brought to the attention of the Company for interpretation or correction. Local
conditions which may affect the Works shall likewise be brought to the Company’s
attention.
Requirement of any details or Drawings, which the Contractor feels are necessary to
commence any activity, shall be intimated to the Company in writing, at least 30 (thirty)
days in advance, before the planned start of the activity.
1.14.2 Shop Drawings
In case the Company requires, Contractor must submit Shop Drawings for Company’s
approval. All the Documents and Drawings shall be in hard copy as well as in a Digital
format. As a normal procedure, all the Shop Drawings shall be approved for design intent
by the relevant Consultant or the Company.
1.14.3 As-Built Drawing
Unless otherwise mentioned in the Special Conditions of Contract, the Contractor shall
prepare the as-built Drawings on completion of the Work. The Contract shall not be
discharged till satisfactory submission of As-Built Drawings by the Contractor. As Built
drawing shall be completed before obtaining Final Completion Certificate from the
Company.
1.15. Technical Words
Work, materials, or equipment described in words which so applied have a well-known
trade or technical meaning, shall be deemed to refer to such recognized meanings.
1.16. Authenticity of the Contract Documents
The Contract Documents or any revisions thereof, as issued by the Company shall be
taken as authentic and valid for the intended purpose.
1.17. Inspections and Audit by the Bank / Investors / Auditors
The Contractor shall permit the Company’s Bankers/investors/auditors – if so instructed
and required by the Company – to inspect the Site and / or the Contractor’s accounts
and records related specifically to the performance of the Contract and to have such
accounts and records audited by the auditors appointed by the Bank. This provision shall
be specifically related to the Project and not to other accounts of the Contractor.

2. THE COMPANY
2.1. The Company represents and warrants
2.1.1 The Company is duly organized, validly existing and in good standing order under
the laws of the jurisdiction of its incorporation;
2.1.2 The Company is competent to enter in Contract, has the full power and authority
to execute, deliver and perform the Contract Documents and carry out the
transaction contemplated hereby;
2.1.3 The Company has taken all corporate and other actions under the Applicable Laws
and it has the power to execute, deliver and perform its obligations under the
Contract Documents under its charter documents.

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2.2. Authority of the Company

2.2.1 The Company shall have the absolute authority to enforce compliance with the
Contract Documents, on all questions relating to quantities, the acceptability of
materials, equipment, or Works, the adequacy of the performance of the Work,
and the interpretation of the Drawings and Specifications. The decision of the
Company will be final and binding and shall proceed to any payment under the
Contract Agreement unless otherwise provided in the Contract Documents.
2.2.2 The Company shall have the authority to stop the progress of Work or any part
thereof as may be necessary to ensure the proper execution of the Work, to
disapprove or reject the Work which is defective, to demand the uncovering and
inspection or testing of the Work, to demand re-examination of the Work, to issue
interpretations and clarifications, to order changes or alterations in the Work over
any other authority as provided elsewhere in the Contract Documents. The
Company shall not be liable for the results of any ruling, interpretation, decisions
rendered, request, demand, instruction or order issued by it in good faith. The
Contractor shall promptly comply with requests, demand, instructions, and order
from the Company.
2.2.3 For any default including but not limited to poor quality, non-compliance with
safety rules and regulations, non-compliance with any regulations etc. and also in
addition or independently of the Cl.[Link].4.1.1, if the Company is convinced
that a part of the Work cannot be completed within a stipulated time or on a
deadline, for the reasons within the control of the Contractor, the Company shall
delete a part of the Work from the Contractor’s scope and may award it to a
different Contractor. The risk of the entire Work will still rest with the Contractor
from whose scope such part of the Work is deleted. The Cost of such part deleted
shall be recovered from the Contractor from whose scope of Work is deleted at the
Rates and price quoted for the Work by the different Contractor. An additional
administrative charge of 10% of the thus revised price shall be levied on the
Contractor from whose scope such Work is deleted. For the purpose of clarity, it is
stated here that such a charge is due to the exceptional circumstances and as a
partial compensation of the extra effort on the part of the Company. In case the
quantities quoted for are exceeded during the execution of such a part of Work
then the new quantities shall be taken into account for the said deduction. An
additional damage of 10% of the total price of the part deleted, taking into account
the total quantity i.e. inclusive of the above referred excess quantity shall be
deducted from the Contractor’s running account bills towards the administrative
charges. The Contractor from whose scope such part is deleted shall not be entitled
to any claims or payments on account of direct or indirect loss of profit or
overheads on account of such deletion.
In addition, the Company shall have authority to invoke the provisions of Cl. 21
(Termination). The decision of the Company in this respect shall be final & binding
on the Contractor.
2.3. Limitations and Responsibility
The Company will not be responsible for construction means, methods, techniques,
procedures, sequences, or the safety precautions and programs incident thereto, or
any of their supervisors or employees, or any other persons performing any of the
Work, or for the Contractor’s failure to perform and construct the Works in accordance

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with the Contract Documents. Neither the Company’s authority to act under the
Contract nor any decision made by him in good faith either to exercise or not exercise
such authority shall give rise to any duty or responsibility of the Company to the
Contractor, any Sub-Contractor, any of their supervisors or employees or any other
person performing any of the Work, nor shall anything in the Contract Documents
create any contractual relationship between any of them and the Company. As a part
of smooth handing over the premises to the prospective customers, the Company will
form a task force to clear out snags pointed out by the customers. Each Contractor
shall assign the required skilled tradesmen (such as mason, carpenter, plumber,
electrician, painter etc.) from his workforce for rectification Work to be carried out at
no extra Cost to the Company. This provision is not in lieu of the provisions for
rectification elsewhere in the Contract but is addition to them. Furthermore, this
provision in no way relives the Contractor of the responsibility for rectifications before
or during the Defects Liabilities Period.
2.4. Awards of Separate Contracts
The Company reserves the right to award other contracts in connection with other
portions of the Work. The Contractor shall not cause any hindrance or delay to any
other Contractor working on the Project. In case the performance of any Contract of
the Project is likely to be interfered with by the simultaneous execution of some other
separate Contractor contracts, the Company will decide which of such Contractors
shall precede the others. The Company shall not be responsible for any damages
suffered or extra Costs incurred by the Contractor resulting directly or indirectly from
any decision or omission of the Company with regard to the order of precedence in the
performance of the separate contracts awarded for completion of the Project. Any
Costs caused by ill-timed Work shall be borne by the Contractor responsible thereof.
2.5. Company’s Claims
If the Company considers itself to be entitled to any payment under any provision of
this Contractor otherwise in connection with this Contract, and / or to any extension
of the Defects Liability Period, the Company shall give notice of the same with
particulars to the Contractor. The particulars shall specify the provision or other basis
of the claim and shall include substantiation of the amount and / or extension which
the Company considers itself to be entitled in connection with the Contract. The
amount may be included as a deduction in the Contract Price and Payment Certificates.
The taxes on such deduction shall be adjusted in accordance with the Applicable Laws.
3. THE CONTRACTOR
3.1. Contractor’s General Obligations
3.1.1 The Contractor shall have the basic obligation to execute and complete the entire
Works in accordance with the Contract and as per the instructions of the Company
and shall remedy any defects in the Works.
3.1.2 For this purpose, the Contractor shall provide all requisite Plant, Equipment,
Goods, Consumables and other things / services, whether of a temporary or
permanent nature, as required for the satisfactory execution and completion of
Works and remedying of defects.
3.1.3 The Contractor shall be completely responsible for the adequacy, safety and
stability of all operations including but not limited to all methods of construction
adopted by the Contractor at Site. Except to the extent specified in the Contract,
the Contractor shall be responsible for –

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a) All Contractor documents

b) Compliance of all Applicable Laws.
c) All Temporary Works and such design of each item of Plant and Materials as
are required for that item to be in accordance with the Contract.
d) The Contractor shall otherwise not be responsible for the design or
specification of the Permanent Works. However, it shall be the duty of the
Contractor to notify any defects, errors, inconsistencies noted in the designs
and / or Specifications issued by the Company, well in advance, prior to
commencement of such Works.
e) Performing the Work in accordance with best industry Standards.
3.1.4 The Contractor shall assist the Company to conduct audits of the Work and shall
implement the recommendations at no extra Cost to the Company.
3.2 DEPOSITS
3.2.1 Performance Deposit
[Link] The Contract requires the Contractor to provide security in the form of a
Performance Deposit to ensure proper performance of the Contract. The
Contractor shall obtain and provide to the Company such a deposit within a
period specified in the Special Conditions of Contract, for the sum stated in
the Special Conditions of Contract. Such a deposit shall be in the form of
demand draft drawn in favor of the Company from a nationalized Indian bank
in or in the form of irrevocable and unconditional Bank Guarantee as per
enclosed format, from a nationalized Indian bank, valid 90 (ninety) days
beyond the Contract Period or any authorized extension thereof. The Cost of
complying with the requirements of this clause shall be borne by the
Contractor. The Company shall not pay any interest to the Contractor for the
period the Performance Deposit is with the Company. Furthermore, if the
Contract Price is revised upwards by more than 10% (ten percent) of the
Contract Price due to the provisions in this Contract then it will be the
Contractors responsibility to provide an additional performance deposit
consistent with the increase in Contract Price.
In case the Contract Period is extended for any reason due to the provisions in
this Contract, the Contractor, shall at his own expense, extend the
Performance Deposit 90 (ninety) days beyond the extended Contract Period
[Link] In case the Contractor fails to extend the bank guarantee in the extension
period, the Company will have the right to encash the said bank guarantee on
or seven days prior to its expiration. The charges for such an extension and/or
restoration shall be borne by the Contractor even in case where the extension
of time has been due to reasons beyond the control of the Contractor. No
claim for extension or restoration of a bank guarantee shall be entertained by
the Company.
[Link] The Company shall be entitled to make any recoveries from the Performance
deposit without any prior intimation.
[Link] The Company shall return the Performance deposit to the Contractor after
satisfactory completion of the Contract within 30 (thirty) days from the
issuance of the Final Completion Certificate.
3.2.2 Deposit against Defects Liability Period (DLP) services:

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This Deposit shall be provided by the Contractor to the extent and in the form
as specified in the Special Conditions of Contract. This deposit shall be interest
free and kept with the Company till the completion of the Defects Liability
Period.
In the event, such deposit being reduced due to the operation of Contract
conditions, the Contractor shall within 10 (ten) days shall restore the same to its
appropriate amount either by cash or in the form as specified above.
3.3 Land, Access Route and Rights of way
3.3.1 Unless otherwise specified in the Contract, the Company shall provide access to
and possession of the Site including special and / or temporary rights-of way
which are necessary for the Works. The Contractor shall obtain, at his risk and
Cost, any additional rights of way or facilities outside the Site which he may
require for the purposes of the Works.
3.3.2 The Contractor shall be deemed to have been satisfied as to the suitability and
availability of access routes to the Site at the start of the Contract. The Contractor
shall ensure that no damage is caused to any road or bridge by the Contractor’s
traffic or by the Contractor’s Personnel including the use of appropriate vehicles
and routes.
3.3.3 Before Tendering its bid, the Contractor shall be deemed to have visited and
examined the Site and satisfied himself in regard to all aspect of the Tendered
Work as well as site conditions, including but not limited to the nature of the
site, availability and condition of existing roads or other means of
communication and the character of the soil and of the excavations, the correct
dimensions of the Work and the facilities for obtaining any special articles called
for in the Contract Document and shall have obtained his own information on
all matters affecting the execution and progress of the Works including but not
limited to mitigation of any external causes that may hamper the progress of
Work. The Costs associated with such measures will be deemed to have been
included in the Contractor’s price. No extra charge made in consequence of any
misunderstanding or incorrect and / or inadequate information on regarding
nature and extent of Work, site conditions and / or presence of constraints of
any nature on the grounds of insufficient description, will be allowed. Any
discrepancies, omissions, ambiguities or conflicts in or among the Contract
Document, or be in doubt as to their meaning, shall be raised in the Pre-Bid
meeting – if so conducted by the Company – or shall be brought to the attention
of the Company at least 3 days prior to the last date of submission of Tender.
No such queries shall be entertained after the date of submission of Tender.
3.3.4 The Contractor shall obtain consents from the property owners, make all
necessary arrangements, and pay all the Costs for additional land areas or
accesses, required by him outside the limit of the Company’s land, without any
liability to the Company.
3.3.5 The Contractor shall indemnify and hold harmless the Company from any claims
which may arise from the use of such access roads, additional land or other
temporary arrangements made by the Contractor for execution of the Work.
3.4 Sub –Surface Conditions
3.4.1 The Contractor shall promptly notify the Company in writing of any subsurface or
latent physical conditions at the site differing materially from those indicated in

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the Contract Documents or of any unusual nature differing materially from

those ordinarily encountered and generally recognized as inherent in
construction of the character provided for in the Contract Documents. The
Company will investigate those conditions and obtain such additional tests and
surveys as may deem necessary. In case the Company finds that the conditions
differ significantly from those indicated in the Contract Documents or from
those inherent in the construction, an Amendment Order may be issued after a
proper consultation with the relevant Specialist Consultant to incorporate the
necessary revisions. The decision of the Company as regards the discrepancy /
deviations in Contract conditions shall be final and binding on the Contractor.
3.4.2 The Contractor shall protect the Work places from the ingress of water, either
surface or groundwater. It will be the Contractors responsibility to keep the site
in reasonably dry condition so as not cause a safety hazard or health hazard.
3.5 Setting Out the Work
3.5.1 Surveys and Measurements – The scope of Work covered under this Tender
includes setting out all the Work from one reference point being made available
to the Contractor by the Company. The Company shall determine any lines
levels which may be required for the execution of the Work and shall furnish to
the Contractor by way of accurately dimensioned Drawings, such information as
shall enable the Contractor to complete the Work. All further line out shall be
carried out by the Contractor using total station and shall be checked by the
Company before commencement of actual Works. The Contractor shall be
responsible for the correct positioning of all parts of the Works and shall rectify
any error in the positions, levels, dimensions or alignment of the Works in
consultation with the Company. The Company shall be responsible for any
errors in these specified or notified items of reference, but the Contractor shall
use reasonable efforts to verify their accuracy before they are used. The
Contractor shall carefully preserve all survey markings as also setting out stakes,
reference points, bench marks, and monuments. Should any stakes, points or
benches be removed or destroyed by any act of the Contractor or his
employees, they shall be reset at the Contractor’s expenses. Any expenses
incurred in replacing permanent monuments, which the Contractor may have
failed to preserve shall be borne by the Contractor unless the removal of the
monuments is required by the Contract Documents. The Contractor shall deploy
without charge the requisite number of persons with the means and materials
necessary for the purpose of setting out Works, and counting, weighing and
assisting in the measurement or examination at any time and from time to time
of the Work or materials.
3.5.2 Lines and Grades, Setting Stakes - The Contractor shall give at least five working
days’ notice in writing when he will require the services of the Company for
laying out any portion of the Work. The Contractor shall provide all the
instruments and attendance required by the Company for checking the Work.
Elevations shown for the various parts of the Work refer to the datum bench
Mark that will be established by the Contractor as per Company’s Instructions
near the site. The Contractor will establish the necessary base lines at
convenient locations for the construction of the Work. Contractor is responsible
for the correctness of the same. The Contractor shall entirely at his own Cost

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amend to the satisfaction of the Company any error found at any stage which
may arise through inaccurate settings in relation to the set out and level of the
Work which are provided by the Company. The checking in part or full of any
setting out by the Company shall not relive the Contractor of his responsibility
for accuracy the said setting out.
3.5.3 Preparation - Prior to any request for base line and grade stakes, the Contractor
shall have all utility lines located and marked in the field and shall have all rights-
of-way cleared, graded and ready for construction activities.
3.5.4 Contractors Verification - The Contractor shall verify the information given by
the Company with regard to the site and setting out. In case any variation is
found, the Contractor shall report it in writing to the Company. In the absence
of such report, the Contractor shall be responsible for any error in the Work
resulting from such variations and shall bear the Cost of corrective Work.
3.6 Mutual Responsibility of Contractors
The Contractor shall co-operate with other Contractors and workmen deputed by the
Company with regard to storage of materials and execution of their Work and shall co-
ordinate with them with respect to construction scheduling and sequence of
operations, all subject to the approval of the Company. The Contractor shall properly
coordinate with other Contractors affecting his Works and promptly report to the
Company in writing any irregularities or defects in the separate Contract that renders
it unsuitable for reception or connection of his Work. Failure of the Contractor to so
inspect and report shall constitute an acceptance of the other Contractor’s Work as fit
and proper to receive his Work and the Contractor shall not be entitled for any
extension of time and / or Cost as a result of such improper Work accepted by the
Contractor.
3.7 Working with Other Contractors
The Contractor shall Work in harmony with other Contractors at the Site. In particular,
in cases where the Contract is split, both Contractors shall execute the job by working
in harmony with each other. They shall also execute such Work that may be included
in their scopes of Work, even if the Work so included relates to the Works of the other
Contractor. When the Work is split for any reason whatsoever no claims will be
entertained for any disruption in the Works due to the failure of either Contractor or
for any unforeseen act or omission by either that effect the progress of the other’s
Works.
3.8 Cutting and Patching Under Separate Contracts
The Contractor shall be responsible for any cutting, fitting and patching that may be
required to complete his Works except specifically provided in the Contract
Documents. The Contractor shall not endanger damage or hinder any Work of any
other Contractor by cutting, excavating or otherwise altering any Work and shall not
cut or alter the Work of any other Contractor except with the written consent of the
Company.
3.9 Claims between Separate Contractors
In case the Contractor causes damage to the Work or property of any other Contractor
on the Project, the aforesaid Contractor shall, upon due notice; settle with such other
Contractor by agreement. In case such other Contractor sues the Company or initiates
an arbitration proceeding on account of any damage alleged to have been so sustained,
the Company will notify the aforesaid Contractor who shall defend such proceedings

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at the aforesaid Contractor’s expense, and if any judgment or award against the
Company arises there from, the Contractor shall pay or satisfy it and shall pay the
Company for all attorney’s fees, court or arbitration Costs and additional
administrative, professional, Consultant, inspection, testing and other service Costs
which the Company has incurred.
3.10 Representations, Warranties and Covenants
The Contractor represents and warrants to the Company as follows:
3.10.1 The Contractor is duly organized, validly existing and in good standing order
under the laws of the jurisdiction of its incorporation;
3.10.2 The Contractor is competent to enter in contract, has the full power and
authority to execute, deliver and perform its obligations under the Contract
Documents and carry out the transaction contemplated hereby;
3.10.3 The Contractor has taken all corporate and other actions under the Applicable
Laws and it has the power under its Articles and Memorandum of Association
to execute, deliver and perform its obligations under the Contract Documents;
3.10.4 The Contractor has obtained all permits and consent approvals, licenses and
registrations which are valid and subsisting under the Applicable Laws for the
execution of Project under the Contract Documents and it further represents
and warrants that he is not under any restriction whatsoever nor does it
require any approval/consents for the execution, delivery, performance and
implementation of the Project;
3.10.5 The Contractor has the requisite knowledge, skill, expertise and experience to
perform and implement the Work in relation to the Project;
3.10.6 The Contractor has the financial standing and the capacity to undertake the
construction and completion of the Project in accordance with the terms of
the Contract Documents;
3.10.7 The Contract Documents constitutes legal, valid and binding obligation
enforceable against him in accordance with the terms of the Contract
Documents;
3.10.8 The Contractor shall have no right and interest in the Project and the same
always shall vest in the Company, free and clear of all and any encumbrances;
3.10.9 The execution, delivery and performance of the Contract will not conflict with,
result in the breach of, constitute a default under or accelerate performance
required by any of the terms of any Applicable Laws or any covenant,
agreement, understanding, decree or order to which it is a Party or by which
it or any of his properties or assets is bound or affected;
3.10.10 There are no actions, suits, proceedings, or investigations pending or, to the
best of the Contractor’s knowledge, threatened against it at law or in equity
before any court or before any other judicial, quasi-judicial or other authority,
the outcome of which may result in the breach of or constitute a default of the
Contractor under the Contract Documents or which individually or in the
aggregate may result in any material adverse effect on its business, properties
or assets or its condition, financial or otherwise, or in any impairment of its
ability to perform its obligations and duties under the Contract Documents;
3.10.11 The Contractor has no knowledge of any violation or default with respect to
any order, writ, injunction or any decree of any court or any legally binding

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order of any Governmental Authority which may result in any material adverse
effect or impairment of the Contractor’s ability to perform its obligations and
duties under the Contract Documents or to undertake the Project;
3.10.12 The Contractor has complied with all Applicable Laws and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have material adverse effect on
its financial condition or its ability to perform its obligations and duties under
the Contract Document and undertake the Project; and
3.10.13 The Contractor at any stage during the Tender process or afterwards has not
added, deleted, altered or otherwise changed in any manner, whether
intentionally or by mistake, any condition, term or intention of the Contract
Documents including the Addenda / corrigenda or revisions thereof, without
the approval of the Company.
3.10.14 No representation or warranty by the Contractor contained herein or in any
other document furnished by it to Company, or to any Governmental Authority
in relation to applicable permits contains or will contain any untrue statement
of material fact or omits or will omit to state a material fact necessary to make
such representation or warranty not misleading.
3.10.15 Any default on any of the above representations or misinformation given
shall result in termination of the Contract and / or forfeiture of the
Performance Deposit, and the Contractor shall indemnify the Company against
any claims in this regard.
3.10.16 The Contractor shall perform all its obligations in a timely manner.
3.11 Company’s Equipment and Free-Issue Materials
The Company shall make its equipment, if so specified in the Contract, available for
use of the Contractor in execution of the Works with the details, arrangements and
prices stated in the Special Conditions of Contract. The Contractor shall be
responsible for each item of the Company’s equipment whilst any of the Contractor’s
Personnel is operating, driving, directing or in possession or control of it.
The Company may also supply – free of charge – the “free issue material” if so
specified in the Contract, in accordance with the details stated in the Special
Conditions of Contract. The Company shall, at its Cost, provide these materials at the
time and place specified in the Special Conditions of Contract. The Contractor shall
inspect them and shall promptly give notice to the Company and / or the Architect, of
any shortage, defect or default in these materials. After this inspection, the free-issue
materials shall come under the care, custody, control and responsibility of the
Contractor and the Company shall not entertain any claims for improper quality or
quantity of such materials at later stage. Further, the Company shall have the right to
amend the list of Free Issue Material at any time.
3.12 Security of the Site and Care of Works
Unless otherwise stated in the Contract, the Contractor shall be responsible for
maintaining security at site and taking care of the Works till completion of the
Contract and issuance of Completion Certificate. The Contractor shall be responsible
for keeping all unauthorized persons off the Site and shall indemnify the Company
against any claims that may arise due to negligence or otherwise on his part under
this clause.

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4 SUBMITTALS
4.1 Construction Schedule
4.1.1 Within 15(Fifteen) days of receiving the Notice to Proceed, the Contractor shall submit a
detailed construction schedule in a format (MS Project or Primavera or ASTA) to be
agreed by the Company and the Contractor. The Construction schedule once approved
shall be termed as “Master Construction Schedule”.
4.1.2 The Contractor shall identify all major activities for Engineering, Procurement and
Construction including temporary Work, fabrication and erection, their durations and
interrelationships, consistent with the construction methodology and milestones to
complete the Work within the Contract Period which will be consistent with the Master
Construction Schedule including the time frames for major milestones and completion
of Work.
4.1.3 The Contractor shall submit his detailed Program of Work in the form of a schedule to
the Company for approval, indicating the date that each part or element of the Work will
be started and completed including, where applicable, the continuance of operations
and indicating a schedule of the required submittals including Shop Drawings, Samples,
procurement schedule, equipment, equipment data and instruction manuals. The
program and schedule shall conform to the Work and the Contract Period and shall be
subject to such revisions the Company may require for his approval.
4.2 List of Plant and Machinery
Within 15(Fifteen) days of the Notice to Proceed, the Contractor shall submit a list of
Plant, Machinery and Equipment in consistent with the approved Construction schedule
as per Cl. 4.1 ,providing details such as but not limited to the make, year of manufacture,
number of years in service, date of last completed overhaul and preventive maintenance
schedule. Such list shall include the date and duration of deployment. However, the
Contractor shall augment the deployment as per site requirement and update the list
periodically.
4.3 Labour Histogram
The Contractor shall provide within 15(fifteen) days of the Notice to Proceed, Labour
histogram in consistent with the approved Construction schedule as per Cl. 4.1 showing
planned deployment under various category of skills. However, the Contractor shall
augment the deployment as per site requirement and update the Labour histogram
periodically.
4.4 Contractor’s Organization chart
The Contractor shall provide within 7 (seven) days of the Notice to Proceed, an
Organization Chart showing the full and detailed list of his Personnel to be deployed, for
the approval of the Company. Such list shall include all relevant details of each Person
including but not limited to his name, functions, position, duties, qualification,
experience, age, proposed date of joining the site and length of Employment with the
Contractor.
4.5 Samples
4.5.1 The Contractor shall submit Samples of Materials complying with the Technical
Specifications, along with Manufacturer’s Test Certificate and relevant information to
the Company for review.
4.5.2 Each sample shall be labeled as to its origin and intended use in the Works.

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4.5.3 The Company shall check and approve such Samples with reasonable promptness only
for conformity with the design intent of the Work. The Work shall be carried out by using
the material of which the sample has been approved.
4.5.4 Samples of materials and goods shall be submitted by the Contractor with descriptive
labels and/or application or installation instructions intact and legible and properly
labeled/tagged to identify the material type, reference, manufacturer/Supplier and
country of origin.
4.5.5 Where variations in the characteristics are inherent and anticipated in the Samples
submitted, a sufficient quantity shall be provided by the Contractor to the Company to
indicate the full range of characteristics, which will be present in the materials having
variations.
4.5.6 Acceptance of any sample by the Company shall be only for characteristics for uses
named in such acceptance and for no other purpose/use. Acceptance of a sample shall
not be taken to change or modify any requirement of the Contract Documents. Once a
material has been accepted, no further change in brand or make will be permitted
without prior approval of the Company.
4.5.7 The Contractor shall execute Samples of workmanship for the Company as and when
required.
4.5.8 The Contractor must obtain the Company’s prior written approval of the respective
Samples of workmanship and prototypes before proceeding with the execution of the
various sections of the Works. The approved Samples shall be maintained at site by
Contractor till the issue of Final Completion Certificate.
4.5.9 The finished Work must correspond to the approved Samples of materials, workmanship
and prototypes. In the event of non-compliance with Samples of materials, workmanship
and prototypes by the Contractor, the Company may reject the Work and the Contractor
shall have to rectify such defective Work in accordance with the provisions of the Cl.
17.1.
4.6 Shop Drawings
4.6.1 The Contractor shall ensure that the submission of Shop Drawings to the Company shall
be in compliance with the Good for Construction (GFC) Drawings, Technical
Specifications and in accordance with the provisions of the Contract. All Shop Drawings
along with the relevant data shall be submitted by the Contractor within 15(fifteen) days
from the Notice to Proceed or at least 45 (forty-five) days before the date, the particular
Work involved is scheduled to begin.
4.6.2 The Company shall check and approve such Shop Drawings with reasonable promptness,
for conformity with the design intent of the Work. All Works shall be carried out by the
Contractor in accordance with the approved Shop Drawings.
4.6.3 The Company shall inform the Contractor the reason for not approving the shop drawing,
within 15 (fifteen) days of submission of the shop drawing.
4.7 Construction Methodology
4.7.1 Within 15 (fifteen) days of the Notice to Proceed, the Contractor shall submit the
Construction Methodology consistent with the detailed Contract Schedule for the
Company’s Approval, providing details of sequence of Construction, Plant, Machinery
and Equipment to be used, special precautions, safety measures and arrangements to
be made for all items of Work including but not limited to the necessary enabling Works
etc. This shall also be applicable for all temporary structures like site office, labour
colony, batching plant, stores etc.

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4.7.2 The Company shall approve Construction methodology with reasonable promptness. No
Works shall be commenced prior to the approval of Construction Methodology.
4.7.3 The Contractor shall carry out the Construction as per the approved Construction
Methodology, without claiming any extra compensation either in terms of time or
money.
4.7.4 In case to meet contractual obligations, the Contractor shall adapt suitable construction
methodology with prior approval from Company with no compensation of time & Cost.
4.8 Project Quality Plan
Within 15 (fifteen) days of receiving Notice to Proceed the Contractor shall submit the
Project Quality Management Plan for execution of the Work as detailed in Clause 10.
4.9 Project Safety plan
Within 15(fifteen) days of the Notice to Proceed and in any case before
commencement of major activities, the Contractor shall submit a safety management
plan (Project Safety Plan) for Company’s approval as detailed in Clause 11.
4.10 Space for Labour accommodation
Within 15(fifteen) days of the Notice to Proceed and in any case before commencement
of major activities, the Contractor shall submit detailed plan indicating space for Labour
accommodation with sizes, position of sanitary arrangements and water arrangements
etc. for Company’s approval.
In case of Labour accommodation outside the site premises arranged by the Contractor,
above mentioned submission is not required. However, the Contractor shall maintain
the Labour accommodation in good condition, hygiene etc. and additional requirements
in this regard are detailed in the Clause 9.6.
4.11 Site Logistics and Infrastructure Layout Plan
Within 15(fifteen) days of the Notice to Proceed and in any case before commencement
of major activities, the Contractor shall submit site logistics and Infrastructure Layout
Plan including Vehicular and material movement for Company’s approval.
4.12 Debris Disposal / management Plan
Within 15(fifteen) days of the Notice to Proceed and in any case before commencement
of major activities, the Contractor shall submit Debris Disposal/ Management Plan
showing proposed locations at site for disposing debris generated at the site in line with
the “Construction and Demolition Waste Management Rules,2016” as notified by
Ministry of Environment, Forest and Climate Change.

5 LAWS AND REGULATION

5.1 Governing Law
The Contract Documents shall be governed by the laws and byelaws of the Republic of
India, the appropriate State Government and the subject local bodies. The competent
courts of jurisdiction as mentioned in the Special Conditions of Contract shall have
exclusive jurisdiction in all matters in connection with this contract. By signing this
contract, the Contractor agrees to abide by all the existing laws of all the statutory
authorities and bodies and further agrees that the prices quoted include all the Costs for
liabilities under the existing laws and acts, unless otherwise mentioned. All such laws
may or may not have been explicitly stated in this Contract Document.
5.2 Compliance
The Contractor shall be aware of all the Applicable Laws, ordinance, codes, rules and
regulations, directives in any manner affecting those employed on the Works or the

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materials used in the Works or in any way affecting the conduct of the Works and of all
orders and declarations of bodies or tribunals having any jurisdiction or authority over
the Work. The Contractor shall at all times himself give all notices, observe and comply
with and shall require all his supervisors employees, sub-Contractors, to observe and
comply with all such Applicable Laws, ordinances, rules, regulations, directives, orders
and decrees in effect or which may become effective before completion and acceptance
of the Works, and shall protect and indemnify the Company against any claim of liability
arising from or based upon the violation of any such law, ordinance, code, rule,
regulation, order or declaration, whether by himself, his employees or his sub-
Contractors or any other person or organization employed for or upon the Work. In case
the Contractor observes that any requirement of the Contract Documents varies with
such laws, ordinances, codes, rules, regulations, orders or declarations, he shall promptly
notify the Company in writing and shall not proceed with any Work affected by such
variance without the Company’s written instructions. The Company reserves the right to
invoke the provisions for termination of Contract in case of non-compliance.
5.3 Permits and fees
Unless otherwise provided Special Conditions of Contract, the Contractor shall secure
and pay for all permits, government fees, and licenses necessary for the execution and
completion of the Works and requisite certificates. A copy of all such documents shall be
submitted to the Company.
5.4 Taxes
The Contractor shall be responsible for his tax liabilities such as income tax, GST (Goods
and Service Tax) and all other applicable taxes, if any, arising out of or as a result of this
Contract. The taxes shall be determined as per the provisions of GST Laws. The
Contractor shall avail the most beneficial notifications, abatements, exemptions etc., if
any, as applicable for the supplies under the GST Laws. The Contractor shall comply with
all the compliance requirements under GST laws.
The Contractor shall raise invoice consistent with the Work done and taxes applicable
thereon within the due date in terms of the provisions of GST Laws. Taxes shall not be
reimbursed if such invoices are raised by the Contractor after the due date. The
Contractor agrees to do all things that may be necessary to enable the Company to claim
input tax credit in relation to any GST payable under this Agreement or in respect of any
supply under this Agreement. This shall include (but not be limited to):
a) Issuing invoices/ debit notes/ revised invoices/ credit notes in original as per the
prescribed format, containing all the information as is required for the Company to
avail input tax credit, if any, basis such invoices/ debit notes/ revised invoices.
b) Submission of periodic returns as per the GST laws within specified time lines with
complete and correct details as may be prescribed under the GST laws.
c) Deposit/payment of taxes within the due dates as prescribed under GST Laws.
d) Issuance of debit note within the prescribed time limit to enable the Company, to
take the credit.
Further, the Contractor shall continuously maintain a high GST compliance rating as per
the GST laws. The Company reserves the right to terminate this Contract in the event
the Contractor fails to comply with the provisions under the GST law
Before raising GST, invoices post appointed date, the Contractor shall coordinate with
Company with respect to address and its GSTIN number on which such invoices have to
be raised. For the purpose of this Contract, the Contractor agrees and acknowledges that

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applicable Tax deduction at source (TDS) at the Rate of (specified Rate), if any, shall be
deducted in accordance with the statutory requirement under GST Laws from all the
amount credited/ payment made to the Contractor including that in respect of advance.
5.4.1 The Contractor shall pay all the applicable taxes including but not limited to GST
leviable on supply of goods or services or both, other taxes, levies & duties,
Labour cess etc. on any materials or machinery brought at site. Contractor shall
quote percentage of GST separately while submitting the Tender. The Company
intends to avail the benefit of input credit for GST on the actual value added to
the material used in construction. The detailed procedure to achieve this will be
decided during the course of execution. In case the Contractor is entitled for any
refund of above taxes, necessary certificates regarding the use of materials for
proposed Works will be issued by the Company.
5.4.2 Each payment made from time to time to the Contractor shall be subjected to
the deduction of all statutory taxes as per the provisions of the Rules and
Regulations prevailing at that time.
5.4.3 All charges payable to Local Authorities, royalties and charges payable to
Municipal Corporation etc. shall be borne by the Contractor related to the scope
of Work.
5.4.4 Any change in the tax structure till the end of the Defects Liability Period or any
agreed extension thereof, shall be paid to the Contractor or shall be recovered
from the Contractor for
a) GST leviable on supply of goods or services or both
b) Any new taxes levied by the government.
5.5 Provisions of law deemed inserted
Each and every provision of law required to be inserted in the Contract Documents shall
be deemed to be inserted and the Contract Document shall be read and enforced as
though it were included.
6 UTILITIES FOR CONSTRUCTION AND SITE FACILITIES
6.1 Water
6.1.1 The Contractor shall be responsible for the arrangement of un-interrupted supply of
water at his Cost during the Contract Period, unless otherwise stated in the Special
Conditions of Contract.
6.1.2 The Contractor shall arrange for and maintain within site distribution of water at his own
Cost. The Contractor shall be responsible for arranging all necessary temporary services
lines and storage tanks and he shall dismantle and cart away the same on completion of
the Works. The water storage facilities at site shall be such that the water does not get
contaminated. The water shall be regularly tested at the Cost of the Contractor and to
the approval of the Company, to ensure that it conforms to the Specifications.
Notwithstanding the provisions in the Special Conditions of Contract, provision of safely
potable drinking water, for the Workmen and staff shall always be the responsibility of
the Contractor. The Contractor’s Costs shall be deemed to include this provision.
6.1.3 The Contractor shall make his own necessary arrangement for alternative source of
water supply if the supply is inadequate or irregular. No separate payment shall be made
for any contingency arrangement made by Contractor, due to delay / failure of water
supply. The Contractor shall monitor the consumption of water, record the same and
submit to the Company on a monthly basis.

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6.1.4 All the Cost related to this shall be borne by the Contractor. The Company shall not
entertain any claim on account of inadequate availability of water for the completion of
Works.
6.1.5 The Contractor shall provide water as mentioned in the Special Conditions of Contract
to other Contractors when instructed by the Company,
6.1.6 In case of any dispute regarding consumption, the Company’s decision shall be final.
6.2 Power
6.2.1 The Contractor shall be responsible for the arrangement of un-interrupted supply of
electricity at his Cost for the Contract Period unless otherwise stated in the Special
Conditions of Contract.
6.2.2 The Contractor shall make arrangement for distribution with necessary isolator / LCB etc.
at his own Cost. The Contractor shall be responsible at all times for all matters in
connection with the distribution, use and consumption of power. Should any accident by
way of damage and / or electrocution or injury occur in connection with such
distribution, use and consumption of power, the Contractor shall be fully responsible for
all such accidents and shall bear and pay for all Costs and expenses that arise due to and
as a consequence of such accidents. The Contractor shall indemnify the Company from
and against all claims in this regard.
6.2.3 The Contractor shall remove the temporary line after completion of the Work and/or if
there is any hindrance caused to the other Works due to the alignment of these lines,
the Contractor shall remove and re-route the temporary lines at his own Cost. In case
continuous and uninterrupted supply of power is not available at all the times, the
Contractor shall make provision for providing diesel generators (DG sets) with all
necessary approvals, NOC from concerned authorities, so that progress of the Work is
not affected. The Contractor is responsible to pay all charges towards diesel, other
consumables and obtaining necessary approval to secure and operate the same. No
separate payment shall be made for this contingency. The Contractor shall monitor
consumption of electricity and diesel for DG sets, record the same regularly and submit
to the Company on a monthly basis.
6.2.4 The Contractor shall provide power as mentioned in the Special Conditions of Contract
to other Contractors when instructed by the Company
6.2.5 In case of any dispute regarding consumption, the Company’s decision shall be final.
6.2.6 All the Cost related to this shall be borne by the Contractor. The Company shall not
entertain any claim on account of inadequate availability of power for the Project.
6.3 Temporary Utility Interruptions
In case the temporary interruption of utility services is necessary for the execution of the
Work, the Contractor shall make all arrangements with the utility providers and pay all
fees and charges levied by them for the interruptions and shall notify the affected users
at least 24 (twenty-four) hours in advance of the probable duration of interruption unless
such notice is given by the appropriate utility provider. The Contractor shall not be
entitled for any claim on this account.
6.4 Access to Contractor and Completion
Upon receiving the Notice to Proceed the Contractor shall without any delay be given
access of the Site and shall commence the Works. The Contractor shall regularly and,
diligently proceed with the same and shall complete the Works within the Contract
Period subject nevertheless to the provisions for extension of time contained in Cl.14.4
Of GCC.

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6.5 Use of Site

6.5.1 The Contractor shall contain his equipment, the storage of materials and equipment, and
the operations of those directly and indirectly employed by him to areas permitted by
law, ordinance, permits, and the Contract Documents, and shall not unreasonably
encumber the site with materials and equipment. Nothing in the Contract Documents
shall grant to the Contractor exclusive occupancy of the site of the Work and/ or the
Project.
6.5.2 The Contractor shall provide and maintain Site office at the job Site at a location
approved by Company. Such office shall be open at all reasonable hours to receive
directions, instructions, or other communication from Company.
6.6 Security
The Contractor shall make his own security arrangements to guard the Site and premises
at all times which will be deemed to have been included in his Price. The security
arrangements shall be adequate to maintain strict control on the movement of
Equipment, Material and Labour. The Company may provide a security arrangement in
his own interest. However, such security arrangement shall not be responsible for
safeguarding the Contractor’s material, equipment or access.
6.7 Space for Labour accommodation and facilities
The Contractor shall either arrange land for setting up his Labour camp and other
facilities outside the Project site at his own Cost or shall be provided land if available with
the Company as mentioned in the Special Conditions of Contract and additional
requirements in this regard are detailed in the Clause 9.6.
6.8 Sanitary Conveniences
The Contractor shall at his own expense provide and erect all necessary sanitary
convenience for the Site staff and the Workmen and shall maintain the same in a clean
orderly and hygienic condition and deodorize the ground after dismantling /removal
which shall not be limited to the sewage disposal as per municipal corporation norms
and requirements.
6.9 Existing Facilities
The Contractor will at his own risk and Cost may make use of and maintain the existing
facilities on site, if available and allowed by the Company. The use of such facilities by
the Contractor shall not make the Company liable for their stability, upkeep or
maintenance. The Contractor shall vacate such facilities when in use and if required to
be demolished due to exigencies of the Work. The Contractor shall make his own
arrangements to provide alternate facilities at approved locations at his Cost.

6.10 Telephone
The Contractor shall establish a good wired and wireless communication network for
himself and for those mentioned in the Special Conditions of Contract for effective
monitoring, co-ordination, safety and control of Site activities.
6.11 Utilities and Substructures
The indication of the type and approximate location of existing utilities and sub-
structures, if indicated, in the Contract Documents represents a diligent search of known
records, but the accuracy and completeness of such indications are not warranted by the
Company and utility structures and services not so indicated may exist. Before
commencing any excavations, the Contractor shall investigate and determine the actual

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locations and protect the indicated utilities and structures. He shall determine existence,
position and ownership of other utilities and substructures in the site or before the Work
is to be performed by communications with such Owners, search of records or otherwise,
and shall protect all such utilities and substructures.
6.12 Restoration and Repair
Except for those improvements and facilities required to be permanently removed by
the Contract Documents, the Contractor shall make satisfactory and acceptable
arrangements with the appropriate owners and at his expense, replace and restore all
structures, roads, property, utilities and facilities disturbed, disconnected or damaged as
a result or consequence of his Work or the operations of those for whom he is
responsible or liable, including that caused by trespassing any of them with or without
his knowledge or consent or by transporting of Workmen, materials or equipment to or
from the site. No claim to the Company either for time or Cost shall be entertained by
the Company.
7 CONTRACTOR’S WORKMANSHIP, SUPERVISION & MONITORING OF
WORKS
7.1 Contractor’s Field Organization
7.1.1 The Contractor shall constantly keep upon the Works on a full-time basis, the key Site
personnel with relevant experience as specified in the Special Conditions of Contract.
7.1.2 These key personnel once employed for the Works after interview and approved by the
Company shall not be removed from the Works without the prior consent of the
Company’s representative(s). During the progress of the Work, if any staff deployed for
Work by the Contractor is found not suitable, the same shall be replaced by the
Contractor with immediate effect.
7.1.3 The provision of organization chart as specified in submittals Clause 4.4, the Company
approval thereof shall not limit the Contractor’s responsibilities and obligations in
respect of adequate staffing at the Site. In the event where additional staff is considered
necessary to properly and effectively supervise the execution of the Works in the opinion
of Company, the Contractor shall provide such additional staff within reasonable time at
no extra Cost to Company.
7.1.4 The Company reserves the right to demand replacement of any personnel specified in
the Organization Chart submitted by the Contractor, on grounds of non-compliance of
specified experience or other such professional criteria as specified by the Company
from time to time.
7.2 Contractor’s Project Manager
7.2.1 The Contractor shall keep on the Work at all times during its progress, a competent
Project Manager, satisfactory and acceptable to the Company. The Qualifications and
acceptance criteria of the Project Manager shall be as specified in the Special Conditions
of Contract.
7.2.2 The Project Manager shall be an employee of the Contractor who has competence and
experience in the construction of such Work. Project Manager will be responsible for
carrying out of Works to the true meaning of the Drawings, Technical Specifications and
BOQ, Company Instructions and directions to the satisfaction of the Company.
7.2.3 In case a Project Manager is not deployed within the stipulated time, the Company may
levy punitive damages on the Contractor as specified in the Special Conditions of
Contract.

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7.2.4 Any directions or instructions given to the Project Manager by the Company shall be
deemed to have been issued to the Contractor. Any such instructions or directions given
to the Project Manager shall be as binding as if given to the Contractor. Any order or
directions given by the Company not otherwise required to be in writing, will be given or
conferred in writing upon request of the Contractor. The Company, may require the
Contractor to replace the Project Manager so appointed and the Contractor shall do so
promptly. The Project Manager so removed shall be replaced with a Project Manager
having experience in the construction of such Work. A notice of 30 (thirty) days shall be
given to the Company by the Contractor if he wishes to replace the Project Manager
except under extra ordinary circumstances.
7.3 Manner of Execution of Work
The Contractor shall carry out the execution of the Works in a manner specified in the
Contract Documents including but not limited to Technical Specification, Bill of
Quantities, Good for Construction Drawings etc., in a proper workman like and careful
manner, in accordance with recognized best industry practices and with properly
equipped facilities and non-hazardous materials, except as otherwise specified in the
Contract. The Contractor shall supervise and direct the Work efficiently and with his best
skill and attention. By signing this Contract, it is understood that the Contractor has
expressly indemnified the Company for any direct or consequential damages arising from
any lapse in supervision.
7.4 Workmanship
The quality of workmanship produced by skilled, knowledgeable and experienced
workmen, mechanics and artisans shall be ensured by the Contractor. The Company will
assess the skill level of Workmen deployed by the Contractor to attain the productivity
and quality of the final product. If skill levels of key trades are not as per requirement,
the Company will arrange for upgrading the skill levels of key trades of the Contractor by
awareness, training program of Workmen from key trades whose Work has direct impact
on productivity, timely completion and quality of product. The Contractor shall bear the
expenses of such skill development initiative of key trades to improve the productivity
and quality. Particular attention shall be given to the appearance and finish or exposed
Work. Workmanship will be consistent with the Standards specified in the Specifications
including the tolerances. In case the Specifications do not deal specifically with the above
issues, the provisions of the relevant latest I.S. codes will apply. In absence of the IS code,
the decision of the Company with regard to the quality and adequacy of workmanship
shall be final and binding.
7.5 Tolerance
The Contractor shall exercise every care to ensure that all Work are true to dimensions
called for on the Drawings and Specifications, for the purposes of structural
requirements as well as finishes, equipment and similar items. The details of the finishing
items are based upon allowing tolerances as per the requirements laid down in the
Contract Document / Indian Standards / Best trade practices and the limits of tolerances
shall be in strict conformity with such Documents and Standards. Any variations beyond
such limits shall require rectification, remedying or replacing in accordance with the
directions and to the approval of the Company. All such rectifications or remaking or
replacing of Work shall be carried out by the Contractor at his own Cost and expense and
shall be responsible for all delays in this regard. All such Costs and expenses shall be

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recovered from the Contractor and be deducted by the Company from any money that
may be payable or that may become payable to the Contractor.
7.6 House Keeping
7.6.1 Proper housekeeping shall be considered as mandatory requirement. The Contractor
shall be required to maintain the Site, Works and surroundings in a neat and orderly
manner, free of accumulating debris, haphazard stacking of materials, unhygienic and
unsafe environment, cleaning of the Site at all levels inside and outside, removal of
unwanted materials, packing cases etc., shall be undertaken at least once on daily basis.
For the purpose of collecting debris, the Contractor shall provide at required locations
as approved by the Company, debris chutes at his own Cost. The Contractor shall
promptly inform the Company in the event that any other Contractors on the Site cause
debris, etc. on the Site and Company will direct the other Contractors to remove the
debris, etc. from the Site. The Contractor shall nominate the safety officer to be
responsible for the housekeeping. Unwanted material and debris shall be carted away
from the Site and disposed off on a daily basis in accordance with the provisions of the
Law.
7.6.2 In case in the opinion of Company that the house keeping is not carried out to acceptable
Standards, then the Company has the right to engage an outside agency for the same at
the Cost thereof, at actual and risk of the Contractor. An additional 25% of the said Cost
shall be recovered from the Contractor.
7.7 Scaffolding, Staging, Guardrails
The Contractor shall provide the scaffolding for other Contractor’s use also, as and when
instructed by the Company. The erection and dismantling of the same shall be done by
the Contractor. The Cost towards providing, shifting, transporting and any other allied
Cost shall be borne by the Contractor. The same can be charged to other Contractors at
the Cost approved by the Company, if it is erected exclusively for the use and benefit of
other Contractors except for those mentioned in the Special Conditions of Contract as
nominated sub-Contractors. No scaffolding, staging or guardrails shall be taken down or
dismantled without the express permission of the Company. The Contractor shall always
be responsible for all the parts of the scaffolding, staging or guardrails at all the times
whether in use by him or others.
7.8 Work beyond normal Working hours
In case the Contractor wishes to continue the Work beyond normal working hours
including on holidays including that at night for any reason whatsoever, he may request,
in writing, the Company to allow such Work. The Company may grant such permission,
provided it is compliant of the provisions of the Applicable Laws, as soon as reasonably
possible after assessing all the safety, security, environmental and site conditions. The
Contractor shall bear all Costs for applying and obtaining permissions from the
appropriate authorities required to complete the Works. The Company’s decision in this
regard shall be final and binding on the Contractor. In case the Company grants
permission to continue the Work beyond normal working hours including that at night,
the Contractor shall not be entitled to claim any escalation in Rates, prices or loss of
profit or increase in overheads. It is understood that the Contractor shall be always
responsible for safety and security of the Work and the workmen. The insurances
obtained by the Contractor shall cover the Work in the extended working hours. In case
the permission to work beyond normal working hours including that at night, Work is
refused by the Company for whatever reason, the Contractor shall not cite the same as

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a reason for delay. The Contractor shall be solely responsible for not causing any
nuisance or disturbance to nearby residents. In the event, the local residents object to
such Work beyond reasonable Working hours, the Contractor shall not be entitled for
any claim on this account.
7.9 Overloading
No part of the Work or new and existing structures, scaffolding, shoring, sheeting,
construction machinery and equipment, or other permanent and temporary facilities
shall be loaded in any manner or subjected to stresses or pressures that could endanger
any of them. The Contractor shall be completely responsible for such temporary
structures and shall bear the Cost of correcting damage caused by loading or abnormal
stresses or pressures.
7.10 Use of Explosives
The Contractor shall comply with all laws, ordinances, regulations, codes, and orders
governing the transportation, storage and use of explosives. The Contractor shall
exercise extreme care not to endanger life or property and shall be responsible for all
injury or damage resulting from the use of explosives for or on the Work. No blasting
shall be done in the vicinity of existing structures above or below the ground without the
prior written consent of the Company. However, consequences of any injury either to
the property or person will be the responsibility of the Contractor and the Company shall
remain indemnified by the Contractor. The Contractor will take all required Licenses and
insurance required to carry out such Work or as instructed by the Company’s/ statutory
authorities at his own Cost.
7.11 Cutting and Patching
The Contractor shall perform all authorized cutting, fitting, or patching of the Work that
may be required to make its several parts fit together properly and satisfactorily, and
shall not endanger any Works, structures, adjacent property, men or the public by
cutting, excavating or otherwise altering the Work or any part of it. The Contractor shall
completely restore all such cut or patched Work and improvements as approved by the
Company.
7.12 Public Convenience
The Contractor shall at all times so conduct his operations as to cause the least possible
obstruction and inconvenience to traffic and the general public and the residents in the
vicinity of the Work, to protect persons and property, and to preserve access to drive
ways, houses and buildings. The Contractor shall have due regard to the rights of the
public and shall not create any public nuisance. No road, street or highway shall be closed
to the public except with the permission and in accordance with the requirements of the
proper authorities. The Contractor shall be responsible for all charges, penalties and
other Costs required be paid to the authorities for creating disruption of public facilities
or surrounding properties.
7.13 Duty to Report Periodically
7.13.1 The Contractor shall update the Contract Schedule every month or at such intervals as
required and specified by the Company for effective monitoring of the Works. Each
updated schedule shall be submitted to the Company for approval along with the
Contractor’s application for progress payment for the same time period
The updated schedules shall be for the purpose of tracking the progress of Work and
shall not form a basis for any extension of time or a claim, monetary or otherwise, on
that account or shall not be construed as a tacit acceptance by the Company for any

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delay of the Work. Master Construction Schedule approved as per clause 4.1 shall be
the sole basis for calculating the delays, Extension of Time and liquidated damages. It is
agreed that “float” for any activity shown in the master construction schedule shall
always belong to the Company and the calculation of delays shall be done accordingly.
7.13.2 The Contractor shall prepare and submit a daily progress report for construction progress
as per the approved format. Daily progress reports shall contain details of resources
deployed such as Plants, equipment’s (both working and under maintenance), Workmen
and Labour in each category. This report shall contain all necessary information including
but not limited to quality and safety related events / issues.
7.13.3 The Contractor shall attend all weekly progress review meetings. A weekly report and all
the other data required by the Company shall be submitted to the Company in advance
and shall be presented in the meeting. In case, any delay or shortfall has occurred during
the week, the Contractor shall submit a mitigation plan to make up the shortfall. This
review meeting and report shall address all necessary events & issues including but not
limited to quality and safety management at site.
7.13.4 The Contractor shall submit a Monthly Progress Report (MPR) in the format as prescribed
by the Company, indicating planned vs. actual progress, a mitigation plan for the shortfall
if any, Cash flow Projection for the next three months, S Curve, statutory approvals,
drawing status, Delay Log, Labour Histogram, Safety & Quality record, bought out item
status and any other details as required by the Company. This report shall contain all
necessary information including but not limited to quality and safety related events /
issues.
7.13.5 The Contractor’s submittal of updated progress schedule and the above-mentioned
reports shall be a condition precedent for the approval of the Contractor’s applications
for Progress Payments.
7.14 Maintenance during Construction & Protection of Finished Work
All the Works, both ongoing and completed mentioned in the scope of Works and
covered under this Contract shall stand at the risk of the Contractor until handing over
to the Company, including demobilization period. The Contractor shall be responsible to
make good, at his own Cost, all losses and damages caused due to fire, rainwater, flood
or any other reason. The Contractor shall hand over at the time of completion, the Work
in good order and condition and in conformity with the requirement of contract. In case
Contractor so desires, he can insure the permanent Work, temporary Works etc. at his
own Cost. The Company shall not pay any extra amount in case of damage to permanent
or temporary structure due to any reason.
7.15 Protection
The Contractor shall take all precautions and furnish and maintain protection to prevent
damage, injury or loss to all employees and Workmen on the Work and all other persons
who may be affected thereby; all the Work and all materials and equipment to be
incorporated therein, whether in storage on or off the site, under the care, custody or
control of the Contractor and or any of his sub-Contractors and other improvements and
property at the site or where Work is to be performed including buildings, trees and
plants, pole lines, gates, fences, guard rails, guide posts, culvert and Project markets,
signs, structures, conduits, pipe lines, Work by other Contractors and improvements
within or adjacent to streets, rights of way, or easements, except those items required
to be removed by the Contractor in the Contract Documents. The Contractor’s

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protection shall include all the safety precautions and other necessary forms of
protection and the notification for utilities and adjacent property.
7.16 Verification of Installed Work
The Contractor shall from time to time ensure that the Work is proceeding as per the
site instructions, Drawings, Specifications etc. In case the Work is not carried out as per
the requirements of site instructions, Drawings, Specifications etc. then the Work shall
be termed as defective as per Cl.17. The Contractor shall correct all defects in installed
parts of Work of the Contract before subsequent related or connected parts of Work are
applied or installed. Where the Contract Documents require a material or item of
equipment to be applied or installed under the supervision, inspection or direction of
the Supplier or manufacturer, or his representative, the Supplier, manufacturer or his
representatives shall inspect the applicable installed parts of Work and issue a letter to
the Company stating the corrections required or approval of the installed part of Work
before his material or equipment is applied or installed.
8 DIRECT SUB-CONTRACTORS AND NOMINATED SUB-CONTRACTORS
8.1 Subcontracting
8.1.1 The Contractor shall not sub-Contract the whole or any part of the Works without the
prior written consent of the Company. Any such consent, if given, shall not relieve the
Contractor from any liability or obligation under this Contract and he shall be responsible
for the due observance by such Sub-Contractor Contractors, of all the terms, stipulations
and conditions under this Contract.
8.1.2 In case the Contractor sub-contracts the Works, in whole or in part, to any person
without getting prior written consent of the Company as provided under this clause, the
Company shall have the right to instruct the Contractor to forthwith terminate such sub-
Contract and the Contractor shall be liable for all Costs and expenses relating to such
termination.
8.1.3 Notwithstanding the above, the Contractor shall not sub-Contract the Works in excess
of the percentage specified in the Special Conditions of Contract.
8.1.4 Each sub-Contract shall include provisions which would entitle the Company to require
the sub-Contract to be assigned to the Company – if and when applicable – or in the
event of Termination of the Contract by the Company.
8.2 Responsibility for Sub-Contractors
8.2.1 The Contractor shall be fully responsible for all acts and omissions of his sub- Contractors
and of persons directly or indirectly employed by them. Contractor shall check credential
of sub-Contractors before engaging them.
8.2.2 Notwithstanding any sub- Contract made, the Contractor shall be fully responsible for
he acts, defaults or neglects of any Sub-Contractor, including ‘Labour only’ Sub-
Contractors, his agents, servants or Workmen: as if they were the acts, defaults or
neglect of the Contractor, his agents, servants or Workmen; provided that the provision
of Labour on a piece Work basis shall not be deemed to be a sub-Contract under this
clause.
8.3 Extent of sub-contracting
The major portion of the Work will be performed and constructed by Contractor with his
own directly employed personnel and with the minimum feasible subcontracting.
Subcontracting may be permitted by the Company to such extent as seen to be necessary
or advantageous to the Contractor without affecting the intent and interests of the
Company.

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8.4 Sub – contractual Relations

All Work performed for the Contract by a Sub-Contractor shall be pursuant to an
appropriate agreement between Contractors which shall contain adequate provisions to
safeguard the interests of the Company in all respects relevant to this contract. In
absence of a formal agreement between the Contractor and his Sub-Contractor, it shall
be deemed that their agreement is not to harm the interests of the Company.
8.5 Sub- Contractor(s)
8.5.1 Works covered in the scope of Contractor may be undertaken by specialist agencies to
be engaged by the Contractor as Sub-Contractors.
8.5.2 The Sub-Contractors shall be identified by the Contractor and shall be engaged by the
Contractor on obtaining the prior written consent of the Company. The Contractor shall
execute a valid and binding sub-Contract Agreement with the Sub-Contractor and the
terms and conditions of the sub-Contract Agreement shall be finalized with the consent
of the Company.
8.5.3 The Company shall have the right of access to the Workshops and other places of the
Sub-Contractor as set out in Cl.15.1.
8.5.4 Neither the existence nor the exercise of the foregoing powers nor anything else
contained in the GCC shall render the Company in any way liable to Sub-Contractor.
8.6 Nominated Sub Contractors (“NSC”)
8.6.1 The Company may award Work packages required to complete the construction of the
Project to Contractors selected after the due process. The Contractors who will be
awarded these Works may be required to act as the Nominated Sub-Contractors to the
Contractor. The Work packages are enlisted in the Special Conditions of Contract. The
following sub -clauses under this clause or any reference thereof, will apply in case the
Company chooses to appoint such nominated Sub-Contractors.
8.6.2 The above referred nominated sub-Contractors selected by the Company after finalizing
all the terms and conditions, both commercial and technical will be directed to the
Contractor to undertake the Work under sub-Contract from the Contractor by signing an
agreement with the Contractor. The commercial and technical terms and conditions in
the agreement between the NSC and the Contractor shall be consistent with the agreed
terms and conditions finalized by the company and shall not have any additional Cost
implications for the Company, except those which are envisaged in this GCC. The
Contractor and the NSC shall decide the terms and the conditions that are outside the
terms and conditions agreed by the Company on a mutually agreeable basis. Such
selected nominated sub-Contractors shall be called as Nominated Sub-Contractor/ NSC
under the Contractor for the individual Work package.
8.6.3 The Contractor shall be solely responsible for getting the said Works executed and
completed from each Nominated Sub Contractor conforming to the approved Drawings,
Specifications, other Instructions from the Company and such Work shall be executed
and completed in accordance with the terms of the Contract Documents and the time
schedule previously agreed to between the Company and the Contractor. All intimations
/directions to the Nominated Sub-Contractor(s) from the Company shall be routed
through the Contractor, who shall be held responsible, under single point responsibility,
for proper and timely implementation of such Instruction by the Nominated Sub-
Contractor. The Company normally shall not correspond or give instructions directly to
the Nominated Sub-Contractor(s). Any instruction(s) given directly due to certain
exigencies as special circumstances shall however be confirmed in writing and the

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responsibility to carry out such direct instructions shall continue to rest with the
Contractor.
8.6.4 The Nominated Sub Contractor shall be inducted at an appropriate stage of the main
Work. As soon as the induction is conveyed to the Contractor by the Company on the
identification of the Nominated Sub Contractor for each trade, the Contractor shall enter
into an agreement with each Nominated Sub Contractor on the same terms and
conditions finalized by the Company before the nomination of such NSC’s. Non-
execution of an agreement shall not absolve Contractor of his responsibilities to the
Company in respect of the performance of each Nominated Sub Contractor’s Work.
8.6.5 The Contractor shall immediately incorporate into the overall Project time schedule,
detailed time schedule governing the Works of the Nominated Sub Contractor so as to
ensure overall completion of the Work in accordance with the terms of the Contract
Documents.
8.6.6 The Contractor’s responsibility will include close coordination and management on a
day-to-day basis with each Nominated Sub Contractor severally and collectively, and
ensure that their respective Works is carried out, executed and completed in accordance
with the terms of the Contract Documents. Such coordination shall extend from the
stage of preparing Shop Drawings for the respective trades, preparation of coordinated
service Drawings, discussions with the Company getting the Shop Drawings, material
Specifications, Samples etc., duly approved, planning all phases of execution such as
Project planning and scheduling, procurement, fabrication, installation, testing and
commissioning as well as planning of all manpower, construction equipment,
construction sequence etc. All the above shall be provided by the Contractor at no extra
Cost to the Company or to the Nominated Sub Contractor.
8.6.7 The Contractor shall also ensure coordinated planning and execution of Work by all
related Nominated Sub Contractor’s so that obstruction, interference, in relation to the
Work and other conflicts among each Nominated Sub Contractor's Work do not occur at
any stage. The Contractor for this purpose shall prepare and draw coordination action
plan for the review and for the written approval of the Company and pursuant to the
written approval of the Company shall ensure that all agencies adhere to the
coordination action plan through periodic review, reporting and taking counter-
measures in case of any slippage in any of the activities. The Contractor shall be required
to furnish weekly status report on each Nominated Sub-Contractor’s performance,
deficiencies, correction plan, coordination aspects etc. with respect to the execution of
the Work.
8.6.8 The Contractor, on single point responsibility, shall constantly review the performance
of all the Nominated Sub-Contractors and shall take such necessary steps as required
then and there to ensure that the coordination action plan is properly implemented. The
Contractor shall also engage experienced technical staff in sufficient numbers to perform
the role of coordination / monitoring / management of Nominated Sub Contractors. This
single point responsibility of the Contractor entitles the Contractor additional payment
as under:
8.6.9 The Contractor shall be paid coordination charges on a percentage basis for each
Nominated Sub Contractor as mutually agreed between the Company and the
Contractor and as mentioned in the Special Conditions of Contract. However, the actual
amount payable to the Contractor shall be calculated on the value of the Work done by
the Nominated Sub Contractor. These coordination charges shall cover all aspects of

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supervision, coordination, monitoring and such other services normally rendered by the
Contractor to the Company in case of any other Sub-Contractor, whether such services
are specifically mentioned or not. These coordination charges shall include all overheads
and profits of the Contractor for providing the above-mentioned services. The
coordination charges will be released in proportion to the value of each running account
bill of the respective Nominated Sub Contractor, as admitted by the Company. The
Contractor shall be responsible to pay all the taxes (except GST) for such coordination
charges. The Contractor shall provide any additional services and/or facilities to NSC as
mentioned in the Special Conditions of Contract. For such additional services or
facilities, Company shall pay the percentage mentioned in the Special Conditions of
Contract which shall be over and above the coordination charges.
8.6.10 The Contractor and Nominated Sub Contractor shall be jointly held responsible for
procurement of materials (whether Indian or imported; controlled or uncontrolled)
required for the performance of the Contract of the Nominated Sub-Contractor.
8.6.11 The Contractor shall ensure and emphasize that the Nominated Sub Contractor adopt
modern and safe construction practices duly deploying speedy construction techniques,
high degree of planning etc. for the execution of the Work in accordance with the
Contract Documents.
8.6.12 The payment to the Contractor shall cover the value of Works carried out by the
Contractor together with that of each Nominated Sub Contractor as certified by the
authorized representatives of the Company. The Company may require the Contractor
to supply reasonable evidence that the Nominated Sub-Contractor has received all
amounts due in accordance with previous Payment Certificates, before making the
succeeding Payment Certificate. If the Company is convinced that the Contractor is not
effecting regular payments to the Nominated Sub Contractor in spite of his reasonable
level of performance or if it comes to the notice of the Company that the Contractor is
unduly withholding or delaying payment in all unreasonable manner to the Nominated
Sub -Contractor in spite of sufficient progress, the Company shall have the right to serve
a notice on the Contractor to settle such outstanding issues within a week’s time. In case
no satisfactory action is forthcoming from the Contractor and if the Company is
convinced that such disputes are affecting the steady progress of Works, then, the
Company is at liberty to make direct payment to the Nominated Sub Contractor and the
Company shall have the right to recover the amounts paid directly to Nominated Sub
Contractor from the payment due to the Contractor. In such case no coordination
charges will be paid to the Contractor.
8.7 Contractor’s Manpower for the Co-ordination of the Nominated Sub Contractor
Within 15(fifteen) days of appointment of the NSCs, the Contractor shall deploy
Coordinator, Planning / Procurement Manager and Supervisors for NSC at Site, for the
coordination/ supervision of the Work to be executed by the NSCs. This manpower shall
be available at the Site till the completion of all jobs related to the scope of Work of the
NSC and till the satisfactory handing over of such Work to the Company and closing of
all accounts. In case of any deficiency noticed with respect to manpower deployed by
the Contractor, the Company shall be at the liberty to effect deductions as deemed fit by
Company from the payments due to the Contractor. Neither the existence nor the
exercise of the foregoing powers nor anything else contained in the GCC shall render the
Company in any way liable to the Nominated Sub-Contractor or create an Employee-
Employer relationship with the NSC.

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9 STAFF AND LABOUR

9.1 Statutory Provisions
The Contractor will be solely responsible for complying with all statutory provisions and
obligations of various acts, laws, rules and regulations, policies etc. including but not
limited to the Contract Labour Act against risk & Cost, Labour Insurance Policies,
workmen Compensation Liability under the Employees’ Compensation Act and all
amendments thereto ESIC Act, PF Act, rules, regulations etc. will be complied and
followed completely by the Contractor and shall be to the Contractor’s account. The
Contractor shall provide documentary evidence by submitting copies of such policies to
the Company. In every case in which by virtue of any sections of Employees’
Compensation Act, if the Company is obliged to pay compensation to any workmen /
person(s) employed over the entire Work site, in execution of the Work order /
agreement, the Company will recover from the Contractor the compensation payable /
paid by deducting it from Deposits or any other Deposits, deposit against Defects Liability
Period or from any sums due from the Company to the Contractor.
9.2 Labour Laws
9.2.1 During execution of the contract, the Contractor and his sub- Contractors shall abide at
all times by all applicable and prevailing Labour enactments and rules made there under,
regulations, notifications and byelaws of State /Central Government or local authorities
and any other Labour law (including rules), regulations, bye-laws that may passed or
notified under any Labour law by the state / central government or the local authorities
during execution of the Work. The Contractor shall keep the Company indemnified in
case any action is taken against the Company by the competent authority on account of
contravention of any of the provisions of any act or rules made under these regulations
or notifications including amendments. In case the Company is caused to pay or
reimburse such amounts as may be necessary to cause or observe or for non–observance
of the provisions stipulated in the notifications/bye-laws/acts/rules/regulations
including amendments, if any, on the part of the Contractor, the Company shall also have
right to recover from the Contractor any sum required or estimated to be required for
making good the loss or damage suffered by the Company.
9.2.2 The employees of the Contractor and his sub –Contractor, whether nominated or
otherwise, in no case shall be deemed to be the employees of the Company at any point
of time.
9.2.3 Some of the major Labour laws applicable to establishments engaged in building & other
construction Work are as under. The Contractor shall note that this list is not exhaustive
but indicative and it will be the Contractors responsibility to appraise himself with all the
Applicable Laws in addition to the list below, their amendments and other changes.
a) Employees’ Compensation Act 1923: Applicable in case of injury by accident on
Work.
b) Payment of Wages Act 1936: Provides for when and on which date payment is to
be made as well as what deductions to be made.
c) Minimum Wages Act 1948: Provides compulsion for payment to Contract Labour
not less than Minimum wages fixed by appropriate Government.
d) Maternity Benefit Act1961: Provides for leave and other benefits to women
employees in case of confinement / miscarriage.
e) Employees PF and Misc. Provision Act 1952: Provides for monthly contribution by
the Company plus Workers @ 10%or 8.33%.

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f) Contract Labour (Regulation & Abolition) Act 1970: Provides Labour welfare
measures to be provided by the Contractor. Also provides for acquisition of Labour
license if more than 20 Contract Labours are employed by the Contractor.
g) Payment of Gratuity Act 1972: Applicable to establishment employing 10 or more
employees.
h) The Water (Prevention & Control of Pollution) Act 1974: Provides for prevention
and control of water pollution and maintaining & restoring of wholesomeness of
water.
i) Equal Remuneration Act 1979: Provides for equal wages for Work of equal nature
to male & female employees.
j) The Air (Prevention & Control of Pollution) Act 1981: Provides for prevention,
control and abatement of air pollution.
k) Child Labour (Prohibition & Regulation) Act 1986: The Act prohibits employment of
child Labour in Building & Construction Industry.
l) The Environment Protection Act 1986: Provides for the protection and
improvement of environment and for matters connected therewith and the
prevention of hazards to all living beings, plants, & property.
m)The Building and other construction Workers welfare cess Act 1996: provides for
the levy and collection of a cess on the Cost of construction incurred by Owners
with a view to increase the resources of the Building and Other Construction
Workers’ Welfare Boards constituted under the Building and Other Construction
workers (Regulation of Employment and Conditions of Service) Act, 1996.
9.3 Workmen’s Compensation
9.3.1 The Contractors accepted price includes the full compensations for all his workmen, Sub-
Contractors, Consultants or any other agencies the Contractor may engage to execute
the Work. The Company shall be deemed to have been indemnified against any claim for
wages, salaries, compensations or reimbursements of all nature whether for personal
ailment, disabilities both temporary and permanent, injuries or death.
9.3.2 The Contractor shall be solely responsible for and shall pay compensation to his
workmen payable under the Employees’ Compensation Act 1923 (VIII of 1923), or any
amendments made thereunder, (hereinafter called the said Act”) for injuries caused to
the workmen. If such compensation is payable by the Company as principal under sub-
section (1) of section 12 of the said act on behalf of the Contractor, this shall be
recoverable by the Company from the Contractor under sub-section (2) of the said
section.
9.4 Provident Fund
The Contractor shall procure, number for provident fund in case he does not have the
same. The Contractor shall fully comply with the statutory provisions of the Employees
PF and Misc. Provision Act 1952 and shall deposit Company’s contribution regularly
within time limit prescribed for depositing these amounts under the said act and shall
submit the appropriate challans regularly to the satisfaction of the Company. The
Contractor further agrees that the Company shall be entitled to withhold the payment
of the amount equivalent to provident fund liabilities towards its non-compliance along
with other statutory dues. However, this shall not be construed as the Company is liable
or responsible for paying provident fund contribution on behalf of the Contractor.
9.5 Non-compliance with any statutory provisions

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The Company shall be entitled to withhold or deduct an appropriate amount, from the
monies due to the Contractor or from the deposits, in case a statutory default or
statutory non-compliance is noticed by the Company. The Company can pay the said
amount to the authorities. The Contractor shall not raise any objection for such an
arrangement, however repeated occurrence of such default or non-compliance shall
evoke provisions of the Cl. 21.2 .
9.6 Details of Labour accommodation and facilities
9.6.1 The Contractor shall construct the Labour camp, offices and all other allied facilities at
his own expense after getting approval from the Company as detailed in the Clause 4.10.
The Contractor shall maintain the Labour accommodation and facilities as per
requirement of Labour Law and Environmental ‘No Objection Certificate’ and EHS policy
of the Company. The camp shall have adequate hygiene facility required as per the
statute and industry standard practice. Contractor shall be responsible for arrangement
of transport of Labour from all the locations of the Labour camps and other Labour
welfare requirements. The Company shall not entertain any claim on this account.
9.6.2 The Company shall have the authority to direct the Contractor to remove above
accommodation and facilities from the site either during the execution of the Contract
by giving sufficient notice period (which will be decided by the Company) or after
obtaining the Virtual Completion of Certificate. In case the Company requires the
Contractor to remove the Labour accommodation and facilities located within the site,
more than once, during the execution of the Contract, then the Company shall
compensate the Contractor a fair price as decided by the Company. The Company at no
point guarantees any alternate space within the site to the Contractor, in case he directs
the Contractor to remove the Labour accommodation.
9.6.3 The Company will not give absolute possession of site to the Contractor.
9.6.4 Subject to availability and to the extent possible, the Company shall consider allocating
area to Contractor for setting up infra like office, store, rebar yard, etc. The Contractor
shall provide for all Cost required for acquisition of land for setting up such infrastructure
required for successful completion of the scope within the stipulated time. No claim shall
be entertained by Company on this account. Any statutory obligation towards setting up
and removal of such facility shall be the responsibility of the Contractor.
9.7 Employees’ & workers Identification
The Contractor or his representative shall present all his employees’ identification to the
Company. The Contractor and the Company shall jointly develop a method of
identification, issuing identity cards to all Workers and the Contractor shall fully comply
with the same. workers without identity cards will not be permitted on Site. The
Contractor shall bear all the Costs in this regard.
9.8 Labour Relations
The Contractor shall keep the Company advised of any Labour disputes arising on the
Works and any possible difficulties anticipated in respect of Labour staff. The Contractor
shall also keep the Company informed of the details of the Labour force and the Labour
problems that occur, as required by the relevant Labour laws.
9.9 Workmen
9.9.1 The Contractor shall at all times enforce strict discipline and good order among his
employees and those of any Sub-Contractor and shall not employ on the Work any unfit
person or anyone not skilled and experienced in the assigned task. The Contractor’s
employees employed on the Work, who fail to perform the Work in the manner required

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by the Company, shall be discharged immediately and such persons shall not be re-
employed at the Company’s site for tasks for which they were found unfit. Such
discharge shall not be the basis of any claim for compensation or damages against the
Company. Contractor shall not employ any person who is under the age of 18 years. The
Contractor shall keep Labour attendance records (head counts) for both male & female
workers with age group bifurcations as age less than 30 yrs., between 30 to 50 yrs., and
more than 50 years of age. The record of Labour attendance (head count) shall be
submitted to the Company on a monthly basis. The Contractor shall make Labour
payments on regular basis as per the applicable Labour laws and records of all Labour
payments shall be submitted to the Company as and when required by Company. The
Company shall entertain no claim from the Contractor for providing any facilities for
Labour which are mandatory in the provisions of the Applicable Laws.
9.9.2 Minimum Labour requirement should be maintained at site by Contractor conforming to
IS 7272 (part – I) 1974.
9.9.3 Detail calculation of Labour requirement should be worked out and submitted by the
Contractor on receiving of GFC’s Drawings before executing the activity for review and
approval of the Company.
9.9.4 Alternate Labour arrangement should be made by the Contractor in peak period of
Labour shortage in all circumstances.
9.9.5 No delays in Work will be accepted due to unavailability of Labour at site.
9.10 Artists and Tradesmen
The Contractor shall permit the execution of Work not forming part of this Contract by
artists, tradesmen or other persons engaged by the Company. Every such person shall
be deemed to be a person for whom the Company is responsible and such person shall
not be deemed to be a Nominated Sub-Contractor/ Direct Sub-Contractor.
10 QUALITY MANAGEMENT
10.1 Quality Plan
The Project Quality Management Plan shall conform to inter alia Company’s Project
Quality Plan (PQP), Technical requirements as elaborated in the technical Specifications,
Drawings and Indian Standard Specifications or other relevant Specifications. The Quality
Management Plan shall also enlist activities to be carried out by the Contractor to
achieve the quality of construction. The Quality Management Plan shall detail the
responsibility for providing adequate resources, nature and frequency of various tests,
periodic inspections to be carried out, acceptance criteria and method of documentation
of results and approvals etc. from technical, functional and aesthetic point of view. The
same will be reviewed and approved by Company, if found suitable. If the Contractor
does not submit the Construction Methodology and Quality Plan or if the Company finds
Contractor’s submitted Construction Methodology and Quality Plan as inadequate for
execution of Work, the Contractor shall follow the Company’s Project Quality Plan and
all Work Procedures. In the event that the Contractor is required to follow the Company’s
Project Quality Plan (PQP) and Work procedures, the Contractor shall not be entitled to
claim either extra money or time extension on that account. The Contractor shall carry
out the Work as per the latest “Project Quality Plan” (PQP) and all Work procedures
issued to him at Project site in this event. “Project Quality Plan” and all mentioned “Work
Procedures” in the “Project Quality Plan” are an integral part of this Contract unless the
aforementioned submission by the Contractor is approved. In such a case, the approved
submission will be treated as the integral part of this Contract. In case the Contractor’s

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PQP has omitted any aspect of Work or exhibits a discrepancy for any aspect of Work
with the Company’s PQP then the provisions of Company’s PQP shall prevail. The
Contractor shall not be entitled for any compensation in terms of Cost or time in such an
event.
A “documented NC” will be issued to the Contractor in case of any Non-compliance are
found against the approved Drawings, Specifications, Project Quality Plan (PQP), relevant
Work Procedures, IS codes as applicable.
The Contractor shall provide necessary resources to implement the Quality Management
Plan. At the request of the Company a statement must be submitted to the Company
along with the submission of the Project Quality Management Plan, describing the
organization and resources which the Contractor proposes and undertakes to provide to
control the quality of the Works, including the Work of his Sub-Contractors. The
statement must include the number and type of staff responsible for quality control, with
details of their qualifications and duties. Any deviation from quality requirements and
acceptance criteria will lead to imposing punitive damages to the Contractor after giving
adequate chance to the Contractor for rectification. Notwithstanding any damages
imposed, the Company shall be further entitled to take action as specified under the Cl.
17 of GCC. The Contractor shall ensure that products/equipment are handled, stored,
prepared and used/fixed in accordance with its manufacturer's current printed or
written recommendations/instructions. Company shall be informed if these conflict with
any other specified requirement. Relevant copies shall be submitted upon request to the
Company. The Contractor, before installation, shall obtain confirmation from
manufacturers that the products specified and recommendations on their use have not
been changed since the time when this information was issued. Where such change has
occurred, it shall be informed to the Company and relevant orders shall not be placed or
affected products shall not be used without further instructions. The Contractor upon
the instructions from the Company/ Consultant shall replace the affected product by
another product at his own Cost. The Contractor shall not be entitled to claim any Cost
towards difference in material Cost, wastage, replacement, Labour or Cost of storage.
The Contractor shall ensure that any Work carried out to or which affects new or existing
services are in accordance with the Bye Laws or Regulations of the relevant Statutory
Authority.
10.2 Availability of Quality Plan and Relevant Documents at Site
One set of copies of all relevant IS or any other codes and a copy of the approved Quality
Plan shall be made available at Site office of the Contractor at all times. The same shall
be made available to the Company free of Cost, if requested by the Company.
The Company shall, at its own discretion, conduct Quality audit of the ongoing Work
using either its own resources or by engaging a third-Party Consultant. The Contractor
shall have a track of all Quality records including Approved Quality Management Plan
and other relevant documents as required.
The Contractor shall cooperate with the Company or the third-Party quality auditors for
conducting such a Quality audit in all respects including but not limited to making
available all the relevant records, notes, findings etc. In addition, the Contractor shall
take the recommended action to implement the findings of Quality Audit.
The Contractor shall maintain minimum scoring as instructed by the Company.
11 PROJECT SAFETY PLAN

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11.1 General
11.1.1 The Contractor shall abide by the policy, procedure and core values of the Company.
11.1.2 It is the Company’s endeavor to secure a high standard of safety at sites. Therefore,
Contractor must know his responsibilities under common law for his establishments,
employees & neighboring community/ property and to conduct his business and method
of Work to confirm to the best engineering practices.
11.1.3 The Contractor before undertaking any Work at site shall understand law of the land and
it is an obligation of the Contractor to conduct all construction activities such as erection,
construction, repair, maintenance, cleaning, painting, alteration or demolition of the
plant, machinery & buildings and strict adherence to the provisions of the “Building &
Other Construction Workers [Regulation of Employment & Conditions of Service] Act
1996 (herein called as BOCW Act)” and “The Building & Other Construction Workers
[Regulation of Employment & Conditions of Service] Central Rules 1998 (herein called as
BOCW Central Rules)” or State notified BOCW Rules and other applicable regulations
(Refer Annexure-I).
11.1.4 The Contractor shall be solely responsible for any injury to his employees or any other
damage arising out of the performance of obligation under this Contract and shall
indemnify and keep indemnified the Company in respect thereof.
11.1.5 The Contractor shall provide for all safety requirements prescribed herein under. All Cost
related to safety at site as directed by the Company as required and not limited to the
items listed, shall be borne by the Contractor.
11.2 Project Safety Plan
11.2.1 This Project Safety Plan shall be in full compliance with the Company’s Contract Safety
Rules and regulations annexed to this document, BOCW and other applicable acts &
statutory provisions governing the safe Working practices at Construction Site. The
contents and detailing of the Contractor’s Project Safety Plan shall be as elaborated in
Company’s Contract Safety Rules and regulations.
11.2.2 Any suggestions made by the Company shall be incorporated in the Project Safety Plan
and no claim from the Contractor either for money or time shall be entertained for
incorporating and following the said suggestions.
11.2.3 The Contractor shall, at his own Cost, provide necessary resources to implement the
Project Safety Plan.
11.2.4 Notwithstanding any stipulations by the Company, the Contractor shall be solely
responsible for initiating, maintaining, and supervising all preventive actions and
programs in connection with the Work and shall comply with all laws, ordinances, codes,
rules, regulations and lawful orders of any public Authority having jurisdiction for the
safety of persons or property or to protect them from damages, injury or loss during the
entire Contract period including non-working hours. In the absence of an approved
safety management plan, the Contractor shall follow the “Company’s Contract Safety
Rules and regulations”. In case of any discrepancy between the Contractors approved
safety plan & Company’s safety rules & regulations, provisions in Company’s safety rules
& regulations shall prevail.
11.3 Safety Audit
The Company shall, at its own discretion, conduct safety audit of the ongoing Work using
either its own resources or by engaging a third-Party Consultant. The Contractor shall
have a track of all safety records including hazard identification, risk assessment and risk
control, legal compliance and other requirements as described in Company’s Contract

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Safety Rules and regulations and incorporated in the approved Project Safety Plan and
other relevant documents as required.
The Contractor Shall cooperate with the Company or the third-Party Safety auditors for
conducting such a Safety audit in all respects including but not limited to making
available all the relevant records, notes, findings etc. In addition, the Contractor shall
take the recommended action to implement the findings of Safety audit.
The Contractor shall maintain minimum scoring as instructed by the Company.
12 MATERIALS
12.1 Materials
12.1.1 All materials that form a part of the Work shall be new and conforming to the
requirements specified under the Contract. Materials not covered by detailed
requirements in the Contract Documents shall be of the best quality suitable for the
purpose intended and approved by the Company, prior to use in the Work.
12.1.2 Unless otherwise specified in Special Conditions of Contract, procurement of material
shall be the responsibility of the Contractor. For all such material, the Contractor shall
produce a Material Testing Certificate from the manufacturer.
12.2 Procurement of Materials for the Work
12.2.1 Free Issue material
The Contractor shall place an indent for the material to be supplied free of Cost by the
Company, in advance of the intended consumption as per the Contract schedule or
approved revision thereof, as mentioned in the Special Conditions of Contract. A
statement showing forecast requirement for 3 (three) months shall be submitted every
month. This statement in no way shall replace the above-mentioned indent. The
unloading at site and storing of free issue material at site shall be deemed to have been
included in the Contractor’s Rates and no extra consideration shall be paid on that
account.
No material shall be supplied free for constructing labour camp, offices and all other
allied facilities of the Contractor.
12.2.2 Materials with Basic Rate
The procurement of materials whose basic Rates have been specified in the Schedule of
Basic Rates in Special Conditions of Contract, shall be done in consultation with the
Company. The Basic Rate shall be inclusive of the loading, transportation of material,
necessary insurance, taxes & duties excluding GST. Unloading and storing of material at
site shall be deemed to have been included in the Contractor’s Rates and no extra
consideration shall be paid on that account. The Contractor shall submit quotations
(minimum 3) basis 30 (thirty) days credit period and take approval for procurement of
the materials whose basic rate has been specified. The contractor shall submit a
reconciliation statement for variation between the Basic Rate and the approved rate on
a monthly basis. However, the payments or recoveries for the difference between the
approved rate and the Basic Rate shall be effected on quarterly basis along with the
Interim bill for that month.
Variation in the basic Rate materials shall be payable only for the item of works
mentioned in the BOQ.
12.2.3 Procurement by the Contractor
[Link] For the materials which is not covered in the above Clauses 12.2.1, 12.2.2 ; the
Contractor shall place its orders for all the materials in his scope at the earliest possible

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date consistent with the execution of the Contract for the Works or at such times as may
be specifically stated elsewhere herein for any particular material or equipment.
[Link] The Contractor shall be required to produce and submit to the Company, on demand,
shipping documents and any other documentary proofs of such placement of orders
such as factory Work orders, packing list, bill of lading, forwarder advice etc., within a
specified period as decided by the Company to the scheduled delivery date.
[Link] In case the Contractor fails to submit as aforesaid and thus likely to cause interruption
or delay in the progress of the Works, then the Company shall be at liberty to direct the
Contractor to air-freight the same without any additional Cost to the Company.
12.3 Wastage of Material
12.3.1 In case, material is provided by the Company as free issue material, the permissible
wastage shall be as provided in the Special Conditions of Contract. For the materials
with Basic Rate the permissible wastage shall be zero.
12.3.2 The Company shall pay the Contractor for the material whose basic Rate has been
specified; the adjustment in the basic Rate based on the theoretical consumption plus
the permissible wastage or the theoretical consumption plus actual wastage whichever
is lower. In case the actual consumption of materials supplied by the Company exceeds
the theoretical quantity plus permissible wastage, actual Costs will be recovered from
the Contractor. The actual Cost will include the replacement price of the material plus
25% towards overheads such as the Cost of transport, storing, duties, etc. In case, the
material is lost due to theft or reasons attributable to the Contractor, then the recovery
will at 1.50 times the issue Rate or the prevailing market price whichever is higher. The
decision of the Company about the prevailing market price shall be final and binding.
12.3.3 For materials with Basic Rates, the permissible wastage limits specified in Schedule of
Basic Rates shall be referred to. The said wastage limits are applicable for the payment
of variation of the Basic Rates only for materials so specified in Schedule of Basic Rates.
12.3.4 The decision of the Company as regards to the permissible wastage norms, the manner
of recovery and quantum of recovery shall be final and binding on the Contractor.
12.4 Space requirements and arrangement
The Contractor shall ensure that the materials to be furnished fit the space, if available
within the Project site and allotted to him, available and shall make the necessary field
measurements to ascertain space requirements including those for connections.
12.5 Storage of Materials
The Contractor shall, at his own expense, provide, erect and maintain proper sheds for
the storage and protection of the materials etc. provided, the Company has allotted land
for such use. Sheds used for the storage of cement, lime and other perishable materials
shall have raised floors. The Contractor shall be responsible for storage of all material
required to execute his scope of Work irrespective of the source of supply and or
ownership i.e. from the Company or belonging to and brought by him. The Contractor’s
responsibility shall extend to all such said material whether in storage or installed or in
the process of being installed till such a time, the said material is being handed over to
the Company or otherwise being returned or is being removed under an authority from
the Company.
All petroleum, explosives and flammable materials shall be stored in fire-proof buildings
and it shall be the responsibility of the Contractor to take utmost precaution in relation
to handling, storing, moving and using such material. The Contractor shall take utmost

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precautions with regard to any fire risks and all the other risk associated with handling,
moving, storing and using such materials.
The Contractor shall provide proper storage facilities and exercise such measures as will
ensure the preservation of the required quality and fitness of all materials. Materials not
conforming to the requirements of the Contract documents and/or the manufacturer’s
instructions or applicable Specifications for storage or maintenance shall be rejected and
immediately removed from the site.
12.6 Substitutions and equals
Reference in the Contract Documents to any material, item, equipment or type of
construction by manufacturer’s name; make, catalogue number or other proprietary
identification shall be interpreted as establishing a standard of quality and not as
promotion or advertisement. In case, the Contractor wishes to furnish or use a proposed
substitute or equal material, item of equipment or type of construction, he shall make
written application to the Company for approval, certifying in writing that the proposed
substitute or equal will perform adequately the duties imposed by the general design,
be similar and of equal substance to that specified and suited to the same use and
capable of performing the same function as that specified, and stating all variations in
Costs pertaining to the application. No proposed substitute or equal shall be ordered or
installed without the written approval of the Company and it shall be understood and
agreed that the decision of the Company in this matter shall be final and binding. The
Contractor at his expenses shall remove the unauthorized material or equipment, if
installed without the Company’s approval and install those required by the Contract
Documents or as directed by the Company.
12.7 Use of Approved substitutions or equals
The Contractor’s use of approved substitutions or equal shall in no way relieve the
Contractor from compliance with the Contract Document. The Contractor shall bear all
extra expenses resulting from providing or using approved substitutes or equals where
they affect the adjoining or related Work, including the expenses of redesigning, drafting
and permits where necessary. In case, the Company approves the use of substitute which
Costs less than the intended material, then irrespective of the Labour difference in the
Labour Cost for installation, the Company shall recover the difference between the
material Costs from the Contractor.
12.8 Manufacturer’s Instructions
Unless otherwise provided in the Contract Documents, the Contractor shall apply, store,
install, erect, connect, use, clean, condition and operate manufactured articles, materials
and equipment in accordance with the various manufacturer’s instructions including
those in the instruction manuals. The Contractor shall compare the requirements of the
various manufacturers’ instructions with requirements of the Contract Documents, shall
promptly notify the Company in writing of any difference between such requirements
and shall not proceed with any of the parts of Work affected by such differences until an
interpretation or clarification is issued. The Contractor shall bear all Costs for any error
in the part of Work, resulting from his failure to compare the various requirements and
notify the Company about any such difference.
13 CONTRACTOR’S PLANT, MACHINERY AND EQUIPMENT
13.1 Unless otherwise specified in the Special Conditions of Contract, the Contractor shall
provide all the plant, machinery and equipment required to carry out the Work. The
capital Cost and/or depreciation of all such plant, machinery and equipment as well as

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its mobilization, foundations, installation, commissioning and operating expense and

decommissioning, demobilization shall be deemed to be included in the Rates quoted by
the Contractor.
13.2 The Contractor shall be responsible for providing, erecting, obtaining necessary
permissions to operate, casting of foundations, operating and maintaining all the plant
and machinery including decommissioning, consistent with the agreed schedule. Any
shortfall in production Rate of the plant and machinery shall be augmented by the
Contractor at his own expense. The plant and machinery shall be operated by trained,
licensed and experienced personnel.
13.3 The Plant, machinery and equipment brought to the site by the Contractor shall be in the
peak working condition and shall be able to produce the necessary output consistent
with the approved schedule. Necessary calibration & test certificates of the plant &
equipment have to be produced periodically by the Contractor. Failing this, the same
may be provided by the Company at the expenses of the Contractor and the expenses
may be deducted from any amount due towards the Contractor under the Contractor
from his performance deposit or of a sufficient portion thereof. The Contractor shall
maintain the plant, machinery and equipment in proper and safe Working condition and
consistent with its rated capacity. The Contractor shall be responsible for the safety and
security of the said plant machinery and equipment. The Company’s decision about the
acceptability of the plant machinery or equipment shall be final and the plant machinery
or equipment not found acceptable shall be removed from site by the Contractor and
shall be replaced by acceptable plant, machinery and equipment. Construction
equipment or machinery that at any time produces unsatisfactory results shall be
promptly repaired or replaced by the Contractor as the Company may require. In case,
in the opinion of the Company, additional mobilization of plant and equipment,
machinery etc. are required, the Contractor shall provide additional equipment etc.
within a reasonable time at no extra Cost to the Company. The Contractor shall be, at all
times responsible, for the plant and equipment used by him whether his own or hired
for use by the Company. The Company’s decision about the acceptability of the plant
machinery or equipment shall be final and the plant machinery or equipment not found
acceptable shall be removed from site by the Contractor and shall be replaced by
acceptable plant, machinery and equipment. The Contractor shall seek and obtain
permission from the Company to dismantle and/or remove any plant, machinery or
equipment from the site.
13.4 The Company’s initial acceptance of the plant, machinery or equipment shall not absolve
the Contractor of the responsibility of getting the necessary output from the plant,
machinery or equipment. The Contractor shall not be entitled to any extra compensation
for part or complete replacement and/or capacity augmentation of such
underperforming plant, machinery or equipment.
13.5 The Contractor shall employ trained, certified and licensed personnel to operate, repair
or maintain all his plant, machinery and equipment. The Cost of such personnel is
deemed to have been included in the Rates.
13.6 Any delay or Costs for any replacement or repairs or addition or capacity augmentation
of the plant, machinery and equipment shall be the responsibility of the Contractor and
shall not be compensated by the Company either by extension of time or by additional
payments.
14 COMMENCEMENT, DELAYS AND SUSPENSION
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14.1 Time
The Parties hereby agree that the time is the essence of the Contract.
14.2 Mobilization Period
Upon receiving the Notice to Proceed, the Contractor shall start to mobilize the plant,
machinery, Labour and material for carrying out the Work, in a professional and orderly
manner. The entire mobilization process shall be completed within a period mentioned
in the Special Conditions of Contract. The mobilization period is part of the Contract
Period and shall not be measured separately.
14.3 Time for Completion
The Contractor shall construct and complete the Works including final clean up, final
inspection and final acceptance of the Works within the Contract Period & intermediate
miles stones as specified in the Special Conditions of Contractor Company’s schedule.
14.4 Extension of Contract Period
14.4.1 An extension of time to complete the Work beyond the Contract Period or an approved
extension thereof alternatively termed as the delay may be required for situations
elaborated below. A delay may be due
[Link] To reasons attributable to the Contractor: In such case, the relevant
provisions of the Cl.14.7 of GCC will apply for recovering liquidated
damages from the Contractor. Furthermore, during this time delay no
escalation shall be paid under Cl.19.5 Of GCC.
[Link] To reasons partly attributable to the Contractor and partly to the Company
termed as Concurrent delay. In such cases time extension shall be granted
for a period, to be estimated jointly by the Company and the Contractor.
During such a period of time extension under this sub clause the provisions
for liquidated damages shall not apply and no escalation shall be paid under
Cl. 19.5 of GCC. The decision of the Company in deciding this time period
shall be final and binding on the Contractor.
[Link] To reasons attributable to the Company including suspension ordered by
the Company as per Cl. 14.8 below: In such cases, the Contractor shall be
granted extension of time for a minimum period required to complete the
remaining Work, to be estimated jointly by the Company and the
Contractor. For such a period of time extension under this sub clause, the
provisions for liquidated damages shall not apply and escalation shall be
paid under Cl.19.5 of GCC. The decision of the Company in deciding the
minimum time period shall be final and binding on the Contractor.
[Link] Whatever may be the reason of delay, the Contractor upon the realization
that the Work cannot be completed within the Contract Period or any
extension thereof, shall apply at the earliest for an extension of time. Within
7 (seven) days of such an application the Company shall discuss the reasons
for such a delay, minimum period required to complete the remaining part
of the Work, the mitigation measures that the Contractor proposes to take
to avoid further delay. The Contractor shall provide adequate backup to the
Company to help the Company take a decision in this regard. The Company
shall clearly convey his decision to the Contractor about the granting the
time extension under one of the clauses from Cl.[Link] to Cl.[Link] and
the minimum period of time extension. The Company’s decision in this
regard shall be final and binding on the Contractor.

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14.4.2 In case after granting such a time extension, the Work is further delayed beyond the
granted time extension, the Contractor may again follow the procedure mentioned in
Cl.[Link].1.4 and the minimum time extension, the reasons for the delay and the
mitigation measures shall be freshly assessed without any prejudice to the causes
initially assessed.
14.4.3 The Company may issue instructions in regard to the postponement of any part of the
Work to be executed under the provisions of this Contract. In case of such an event, the
Contractor shall rearrange his Work plan and schedule to minimize the impact of such a
delay on the Contract Period. The Company shall grant the time extension only after
studying the rearranged Work plan and schedule.
14.5 Instruction to Make Up the Delay
In case the Company observes that the Contractor has missed or is likely to miss any
milestones for reasons not attributable to the Company, as shown on the Contract
schedule or the approved revision thereof and/or likely to delay the completion of the
Work then the Company may direct the Contractor to take an appropriate remedial
action such as but not limited to increasing resources, increasing the working time
(including working at night) etc. Any additional expenditure on any account in such a
case will be entirely to the Contractor’s account and shall be deemed to have included
in the Contract Price.
14.6 Expediting
In case the Company, due to change in priorities, directs the Contractor in writing, to
deviate from the Contract schedule or expedite the Contract schedule, then the
Contractor shall, within 7(seven) days of such a direction, submit a new schedule for
approval; clearly bringing out the impact on the Contract Period due to such a change.
Only upon approval of the new schedule, the Contractor shall start Working according
to the newly approved schedule. Activities, as per the approved Contract schedule in
force at the time such a direction was given, shall be continued, till Work according to
the newly approved schedule commences.
14.7 Liquidated damages
It is understood and agreed by the Contractor that the Contractor shall be liable to pay
liquidated damages for the events as stated in the Special Conditions of Contract. The
Contractor acknowledges that these liquidated damages are independent and in
addition to other penalties / damages / Costs / claims that may be levied upon the
Contractor by the Company.
Further, the Company shall also have the right to recover the liquidated damages from
the Contractor from any monies due to the Contractor. Further, payment of such
damages shall not relieve the Contractor from his obligation to complete the Works, or
from any other duties, obligations and / or responsibilities which the Contractor may
have under the Contract.
14.8 Suspension of Work and its consequences –
The Company may, under exceptional circumstances, instruct the Contractor to suspend
progress of part or whole of the Works. During such suspension, the Contractor shall
protect, store and secure each part of the Works against deterioration, loss or damage.
The Contractor shall be entitled for extension of time for such suspension ordered by the
Company. However, if the suspension has been ordered for reasons attributable to the
Contractor, such as but not limited to faulty design, faulty Workmanship or improper /

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defective materials or the Contractor’s failure to proceed with the Work as per the
provisions of the Contract, the Contractor shall not be entitled to any extension of time.
After the Company instructs the Contractor to proceed after suspension, the Contractor
and the Company shall make a joint inspection of the Works affected by the suspension.
The Contractor shall then make good any deterioration or defect or loss of Works or
plants or materials, which has occurred due to such suspension, as per the instructions
of the Company. The Contractor shall be entitled for payment of such remedial Work
provided the suspension has been ordered for reasons not attributable to the Contractor
and the Contractor has not defaulted in any manner in taking due care of the Works
during suspension.
In case, the suspension period exceeds the limit specified in the Special Conditions of
Contract, the Company may decide to terminate the Works. In such a situation, the
clauses related to termination as provided in this Contract shall apply.
15 TESTING AND INSPECTION REQUIREMENTS
15.1 Access to the Work and Records
The Company and representatives of the Company, the Architect, the Consultants, shall
have at all times and for any purpose, immediate access to the Work and the premises
used by the Contractor for the Works and shall have access to the places where material
or equipment are being fabricated, manufactured or produced for the Work. The
Contractor shall furnish access to the purchase orders pertaining to the Works or shall
furnish adequate evidence in this regard.
15.2 Notice for Covered Work
The Contractor shall give not less than 2(two) days’ notice in writing to the Company
before covering up or otherwise placing beyond the reach of measurement any Work in
order that the same may be measured and correct dimensions thereof taken before the
same is so covered up or placed beyond the reach of measurement and shall not cover
up or place beyond the reach of measurement any Work without the consent in writing
of the Company. This condition shall not apply to any material like reinforcement,
conduits etc. which are embedded in concrete as these shall be covered through a pour
card. In case, any Work shall be covered up or placed beyond the reach of measurement
without such notice having been given or consent obtained, the same shall be uncovered
at the Contractor’s expense and in default thereof, no payment or allowance shall be
made for such Work or for the materials with which the same was executed.
15.3 Inspection
The Company shall furnish inspection of the Work at no Cost to the Contractor, except
as otherwise provided for in the Contract Documents. All Works shall be performed and
constructed under the inspection of the Company. Any Work or any part thereof
performed or constructed in without the Company’s inspection may be considered
defective and is liable to be rejected. The Contractor shall give Written Notice to the
Company, reasonably but not less than 2(two) Working days in advance of the
performance of any part of the Works requiring specialist inspection and shall state the
probable duration of the required specialist inspection. The Company is authorized to
suspend any part or all of the Works, by notice to the Contractor in writing. When a
question arises as to whether the materials or equipment being installed, or the methods
or Workmanship being used comply with the Contract Documents, such question will be
decided by the Company and the same shall be final and binding on the Contractor.
15.4 Testing

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All Work to be performed, materials and equipment to be used by the Contractor shall
be subject to testing for compliance with the Contract Document and Standards and shall
be tested as mentioned in the approved Inspection and Testing Plan (ITP). The Contractor
shall have well equipped Laboratory at site with brand new equipment as specified under
the Contract, for testing of materials and Samples. The tests that cannot be conducted
at site shall be conducted at laboratories mentioned in the Special Conditions of
Contractor as notified by the manufacturer or fabricator. The Contractor shall give the
Company Timely Written Notice of the dates and times, when testing is to be performed
at the site or at the place of manufacture or fabrication or any other location. All tests
whether conducted at site or at any other location shall be conducted in a manner
prescribed in relevant IS codes or in absence of the same, any other international code
or as accepted by the Company, in the presence of the Company or his representative.
Materials or equipment required to be tested prior to installation shall not be installed
until the Company has approved the test results and the tested material or equipment,
in writing. The Contractor shall bear all the testing Costs including the Cost of Samples;
travel and the hospitality in case the testing location is in a different location than the
Work site.
15.5 Inspections, Tests and Approvals Required by Others
In case the laws, ordinance, rules, regulations or orders of any public body or other
authority having jurisdiction require any Work to be specifically inspected, tested or
approved by someone other than the Contractor, the Company or his Representative,
the Contractor shall give all required notices and make all arrangements thereof, and
shall deliver to the Company the certificates of inspection, testing or approval issued by
the applicable public bodies or authorities having jurisdiction. The Costs of all such
inspections, Samples, tests and approvals, apart from those required by statutory
authorities and forming a part of the Company’s liabilities, shall be borne by the
Contractor. Contractor may have to stop the Work in between for the municipal checking
and approval. The time lost during such occurrences will be recorded but no monetary
compensation will be effected consistent with the provisions of Cl. [Link].1.3 of GCC.
16 COMPANY’S TAKING OVER
16.1 Certification of Virtual Completion of Work
16.1.1 When the whole of the Works have been completed, the Contractor shall give a notice
to that effect to the Company requesting for a final inspection of the Work. Such notice
shall be in writing and shall be deemed to be a request by the Contractor for the
Company, to issue a Virtual Completion Certificate in respect of the Work. The Company
shall, within 21 (twenty-one) days of the date of receipt of such notice shall complete a
final inspection of Works and either issue to the Contractor, a Virtual Completion
certificate or give instructions in writing to the Contractor specifying all the Work which
in the Company’s opinion, require to be rectified/redone by the Contractor, before the
issue of Virtual Completion Certificate. The Contractor shall be entitled to receive Virtual
Completion Certificate within twenty-one days of carrying out the rectification of defect
pointed out in the final inspection or redoing the work, as the case may be, to the
satisfaction of the Company. The Virtual Completion Certification will record the date of
actual completion of Work as the date on which the final acceptance of Work is given by
the Company.
16.1.2 The Company shall file any notice of completion required byelaws or otherwise after
issue of Virtual completion of Work. The period between the Notice to Proceed and the

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date of final acceptance shall be treated as the actual period of completion of Work for
the purpose of calculating Liquidated Damages.
16.1.3 The Company may issue Virtual Completion certificate in parts. The Defect liability period
will commence from the date of issue of last Virtual Completion certificate by the
Company which shall be for a period as specified in Special Conditions of Contract. The
decision of the Company shall be final, and the Contractor shall accept the same.
16.1.4 Upon receipt of the Virtual Completion Certificate of the Company, the Contractor shall
apply for demobilization of the personnel and plant/equipment and site establishment.
The Company shall issue a “no objection certificate” to the Contractor for
demobilization. In addition to the provisions of Cl.20.17 of GCC, the Company will have
the right to reject the application for demobilization in a situation where the Company
holds a view that the money owed by the Contractor to the Company cannot be
recovered from the monies held in deposit or otherwise owed to the Contractor. In case,
the Contractor does not apply for demobilization of plant & machinery, the Company
shall issue a Notice to the Contractor to demobilize the specified plant & machinery
within a period specified in the Special Conditions of Contract. Any failure to demobilize
the plant & machinery after such a Notice shall be treated as default and shall entitle the
Company to withhold or deduct an appropriate amount from the monies due to the
Contractor or from his Deposits. Further, Company may take possession of all the
equipment, plants, tools, supplies and property of every kind thereon owned and
furnished by the Contractor.

16.2 Certification of Completion by Stages

16.2.1 Similarly, in accordance with the procedure set out in Clause 16.1.1 of GCC, the
ontractor may request the Company and the Company may issue a Virtual Completion
Certificate in respect of any section of the Work in respect of which a separate time for
completion is provided in the Contractor agreed during execution.
16.2.2 Provided always that, a Virtual Completion Certificate given in respect of any section or
part of the Works before completion of the whole of the Works shall not relieve the
Contractor of his duties and responsibilities under the Contract towards completion of
whole of the Work.
16.3 Cleaning Up
16.3.1 The Contractor shall at all times during the Work keep the site and premises, adjoining
property and public property free form accumulations of waste materials, rubbish and
other debris resulting from the Works and at the completion of the Work in compliance
with “Construction and Demolition Waste Management Rules,2016” as notified by
Ministry of Environment, Forest and Climate Change. The Contractor shall periodically
remove all waste materials, rubbish and debris from the site and premises and dispose
at the designated location. The Contractor shall demobilize construction equipment,
machinery, surplus materials, tools and shall leave the site not designated for alteration
by the Contract Documents. Paved walkways, parking areas and roadways shall be swept
and broom clean. Cleaning up operations shall include the removal and disposal of earth
that is contaminated and the filling of resulting excavations with sound compacted earth
as directed and approved by the Company. No waste material shall be buried or disposed
off on the Company’s property unless so approved in writing by the Company.

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16.3.2 Before, the Contractor applies for final inspection and acceptance of the Work, all items
of Work, shall be complete, ready to operate and in a clean condition as determined by
the Company.
16.4 Use of Completed Portions
The Company shall have the right, upon Written Notice to the Contractor, to take
possession or occupancy of and use any completed or partially completed portions of
the Work, notwithstanding that the time for completing the entire Work or such portions
may not have expired, but such taking possession or occupancy and use shall not be
deemed to waive of any requirement of the Contract Documents or a waiver or
acceptance of any Work not completed in accordance with the Contract Documents.
16.5 Temporary Structures
The Contractor’s store and other infrastructure shall be dismantled, demolished and
carted away on completion of Work or at any time the Company informs or directs the
Contractor to do so, at no extra Cost to the Company. In case the Contractor fails to
remove all material and all other things that may be brought in by the Contractor and
clear the above said part of the Land temporarily provided, then Company reserves the
right to do so and all expenses incurred in undertaking this exercise will be recovered
from the Contractor. All decisions taken in this matter by the Company will be final and
binding on the Contractor at all times. The Company shall not be responsible for any
shortages, damages, loss to any materials, and / or any of Contractor’s assets.
16.6 Unfixed Goods and Materials
Unfixed materials and goods intended for, delivered to and placed on or adjacent to the
Work shall not be removed except for use upon the Work unless the Company has
consented in writing to such removal which consent shall not be unreasonably withheld.
Where the value of any such materials or goods has in accordance with Cl. 20.2 of the
GCC been included in any Interim Certificate under the Contract for which the Contractor
has received payment, such materials and goods shall become the property of the
Company, but subject to Cl. 12.5, the Contractors shall remain responsible for loss or
damage to the same.
17 DEFECTS LIABILITY
17.1 Defective Work and Correction
All Workmanship, materials or equipment that is unsatisfactory, faulty, and incomplete
or does not conform to the Contract Documents, or does not meet the requirement of
any inspection, test or approval will be deemed as defective. The Contractor shall
promptly and in accordance with the written instructions of the Company or his
representative and within the limits stated therein, either corrects such defective Work,
or if it has been rejected by the Company remove it from the site and replace it with
defect-free equivalent. The Contractor shall bear all Costs for the correction or removal
and replacement of defective Work and all additional direct or indirect Costs the
Company may incur on account of defective Work including the Costs of additional
administrative, professional, Consultant, inspection, testing, and other services, and the
taxes thereon, during the progress of the Works as well as during the Defects Liability
Period or guarantee period whichever is longer. In case at any time, it is discovered that
the Work is being done which is not in accordance with the Contract, Drawings and
Specifications, such Work may be termed as Defective Work and Contractor shall correct
the Work immediately. Corrections of defective Work shall not be a basis for any claim

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for extension of time or Cost. The Contractor shall resume activities in that part of the
Work only with the knowledge of the Company.
17.2 Company’s Right to Correct Defective Work
In case the Contractor fails to correct or remove and replace defective Work within a
specified period either during the progress of Work, the Company shall make deduction
for all Costs for the correction or removal and replacement of defective Work and all
additional direct or indirect Costs the Company may incur on account of defective Work
including the Costs of additional administrative, professional, Consultant, inspection,
testing, and other services, and the taxes thereon shall recover from the Contractor’s
Progress Payments.
During the Defects Liability Period, the Company may correct or remove and replace such
Work, at the expense of the Contractor, without prejudice to any other remedy the
Company may have. The Company shall be authorized to make deductions from Deposit
against DLP Services to carry out the repairs. The aforesaid deduction shall cover all
Costs for the correction or removal and replacement of defective Work and all additional
direct or indirect Costs the Company may incur on account of defective Work including
the Costs of additional administrative, professional, Consultant, inspection, testing, and
other services, and the taxes thereon. The Contractor shall be entitled to receive the
remaining amount of deposit, without interest, after all deductions, if any, have been
made till the end of the Defects Liability Period. The remaining amount of Deposits shall
be returned as mentioned in the Special Conditions of Contract.
The Company may store the removed materials or equipment at the expense of the
Contractor.
The repairs carried out by the Company, either during the progress of Work or during
the Defects Liability Period, shall be deemed to have been done on behalf of the
Contractor. All the risks and liabilities, associated with such repairs carried out by the
Company, shall remain with the Contractor, till the end of the Defects Liability Period or
till the defect is rectified, whichever is later.
The Company may seek remedy available to it, under the law, to enforce the liability
arising in case the defect persists.
The Contractor shall not claim any time extension or Costs due to delay on this account.
17.3 Company’s Right to Accept Defective Work
The Company at his discretion may accept defective Work instead of requiring its
correction or removal and replacement. In such case, if acceptance occurs prior to the
making of final payment, an Amendment Order will be issued incorporating the
necessary revisions in the Contract Documents, including appropriate reduction in the
Contract Price covering the value of such accepted defective Work and the additional
Costs the Company may incur on account of such defective Work.
17.4 Re-Examination of Work
In case the Company, at any time prior to the final acceptance of the Work, orders re-
examination of Work completed, including the uncovering, removing, exposing,
dismantling, inspecting or testing of Work covered by such order, the Contractor shall
promptly comply with the order. In case the Work so re- examined is defective the
Contractor shall correct or remove and replace it with defect-free and conforming Work
and shall bear the Cost of the satisfactory reconstruction of the Work.
17.5 Negligence

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17.5.1 In case in the opinion of the Company, the Contractor:

a) Neglects to execute the Work with diligence and expedition or refuses or neglects
to comply with any reasonable orders given to him in writing by the Company in
connection with the Work or contravenes the provision of the Contract, the
Company may give a 7(seven) days’ notice in writing to the Contractor to make
good such neglect, failure or contravention and if the Contractor fails to do so
within the time reasonably necessary for making it good.
b) Fails to properly execute the Work or the part of the Work due to either gross
negligence or deficiency in technical skills or lack of competence and including but
not limited to the provisions of tools, tackles and qualified technical personnel and
which in the opinion of the Company is likely to result or has resulted into loss or
damage.
17.5.2 Then and in such cases the Company shall be at liberty to employ other Workmen
through another agency after giving a seven days’ notice in writing and thereafter
perform such Work as the Contractor may have neglected to do, or if the Company shall
think fit, it shall be within the rights of the Company under this Contract to take the
Work wholly or part, out of the Contractor’s scope and re-execute by employing his own
resources or reconstruct with any other agency or provide any other materials, tools,
tackles or labour for the purpose of completing the Work or any part thereof, and in that
event the Company shall, without being responsible to the Contractor for fair wear and
tear of the same, have the free use of all the materials, tools, tackles or Labour for the
purpose of completing the Work or any part thereof which may be on the site, at any
time in connection with the Work, to the exclusion of any right of the Contractor over
the same, and the Company shall be entitled to retain and supply any balance which
may be otherwise due on the Contract by the Company to the Contractor or such part
thereof as may be necessary to the payment of the Cost of executing such Work as
aforesaid. Such Works thus executed will be deemed to have been deleted fully or partly
as the case may be, from the Contractor’s scope and no payment or claim shall be
entertained in this regard.
17.5.3 In case, the Cost of executing the Work as aforesaid shall exceed the balance due to the
Contractor and the Contractor fails to improve the defect, the said materials, tools,
tackles, construction plant or other things, or property of the Contractor may be sold by
the Company, in absence of the Contractor making good the balance exceeded within a
stipulated time and the proceeds applied towards the payment of such difference and
to Cost of and incidentals to such sale. Any outstanding balance existing after crediting
the proceeds of such sale shall be paid to the Contractor on the certificate of the
Company. When all expenses, Costs and charges incurred in the completion of the Work
are paid by the Contractor, the Contractor shall be at liberty to remove all such material,
tools, tackles, construction plant or other things remaining unsold and the same shall be
removed by the Contractor forthwith. In case the money due to the Contractor and that
is available from the proceeds of sale in aggregate are still insufficient to cover the
expenses, the Company may invoke the provisions of the Cl.20.17.
18 MEASUREMENT AND EVALUATION
18.1 Item Rate Re- Measurable Contract

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The Contract shall be a re-measurable item-rate Contract. During the construction

period, the actual measurable quantity of Works executed under each BOQ item will be
measured and valued at the Contract Rate for payment purpose.
18.2 Incidental Items or Items not quoted for in the BOQ
18.2.1 Minor Items incidental or required to execute an item of Work but missed out from the
description in the BOQ or
18.2.2 Minor items are site/location specific, if any or
18.2.3 Items in the BOQ against which no Rate is entered by the Contractor shall not be paid
for, when executed and the Costs to the Contractor for such items shall be deemed to
have been covered in thereof Rates of other items executed from the Bill of Quantities.
18.3 Measurement & Other Records
The Contractor shall maintain a Measurement Book in which measurements shall be
recorded, if required particularly certain specified items of Work, under the joint
signatures of the Contractor and the Company. The Contractor shall prepare a
theoretical consumption statement and maintain a consumption register at site for
major materials supplied by the Company or for which a basic Rate is specified and shall
submit monthly reconciliation statement of such materials along with the running bill.
18.4 Method of Measurement
Except where any general or detailed description of the Work expressly shows to the
contrary, measurements shall be taken in accordance with the procedure set forth in the
Specifications notwithstanding any provision in the relevant Standard Method of
measurement or any general or local custom. In the case of items, which are not covered
by Specifications, measurements shall be taken in accordance with the relevant standard
method of measurements issued by the Bureau of Indian Standards and if for any item
no such standard is available then a mutually agreed method shall be followed.
18.5 Measurement Not a Proof of Sufficiency or Acceptance
It is also a term of this Contract that recording of measurements of any item of Work in
the measurement book and / or its payment in the interim, on account or final bill shall
not be considered as conclusive evidence as to the sufficiency or acceptance of any Work
or material to which it relates nor shall it relieve the Contractor from liabilities from any
over measurement or defects noticed till completion of the Defects Liability Period.
18.6 Joint Measurement
Joint measurements shall be taken by the Contractor and the Company’s Representative
or a person nominated by the Company, Work as per Cl. 18.3, periodically, at the
discretion of the Company but not less than once during the Billing Period to keep such
measurements current. The measurements thus taken will be recorded under the
signature of the Contractor and the Company’s Representative. These measurements
shall form a basis of payments in case of concealed Works and approved extra items
except where any general or detailed description of the Work expressly shows to the
contrary. For all other items that are not concealed or not covered under Cl. 18.3, the
payment shall be made for the measurement as per the dimensions shown on the
drawing in case the measurement recorded exceeds the measurement/ dimensions
shown on the drawing. In case the payment has to be made for the additional
measurement/dimensions over and above the measurement/dimension shown or
deduced from the drawing, such additional dimension shall be certified by the Company.
In case the measurement recorded at site is less than the measurement intended by the
Drawings but has been accepted by the Company or the Company representative in

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writing then the payment shall be made as per the dimensions/measurements recorded.
For deductions for openings etc. the deductions shall be made as per the dimensions
shown on Drawings.
18.7 Provisional Quantities
The Bill of Quantities given as a part of the Contract Documents are the provisional
quantities for the Works and are meant to indicate the intent and extent of the Works
and to provide a uniform basis for Tendering and they are not to be taken as the actual
and correct quantities of the Work to be executed by the Contractor in fulfillment of his
obligations under the Contract. The actual quantities of individual items can vary to any
extent from such provisional quantities. The Company reserves the right to increase or
decrease any of the quantities or to totally omit any item of Work and the Contractor
shall not claim any extras or damages for increase / decrease in Rates or overheads /
profit or loss of turnover etc. on these grounds. Any discrepancies / error in description
or in quantity or omission of items from the Bill of Quantities shall not vitiate this
Contract, but shall be corrected and deemed to be a Variation required by the Company
and shall be made in accordance with the provisions of Cl.19 of GCC, provided that such
items of Work cannot be inferred to form part of any items already included in the
Contract BOQ prior to such Variation.
18.8 Payment Based on Actual Executed Quantities
Payment shall be made based on the quantities measurable from the Good for
Construction Drawings based on a revision that was current at the time of execution of
such Works.
18.9 Amendment Order for Extra Work
In case of an instructed variation or extra Work that are without the basis of BOQ items
the Contractor shall follow the procedure as set out in the Cl. 19.2 below. For all the
instructed variation /approved extra Work, Contractor shall be given an Amendment
Order.
18.10 Buried and Concealed Work
The Contractor shall record the precise location of all piping, conduits, ducts, cables and
like Work that is to be buried, embedded in concrete or masonry, or concealed in wood
or metal framed walls and structures. Before such recording takes place, he shall uncover
the unrecorded Work to the extent required by the Company and shall satisfactorily
restore and reconstruct the removed Work with no change in the Contract Price or the
Contract duration.
19 VARIATIONS AND ADJUSTMENTS
19.1 Alterations in Specifications and Designs
19.1.1 The Company shall have power to make any alterations in, additions to, the original
Specifications, Drawings, designs and instructions that may appear to be necessary or
advisable during the progress of the Work. The Contractor shall be bound to carry out
the Work in accordance with any instruction in this connection which may be given to
him in writing signed by the Company and such alteration shall not invalidate the
Contract and shall be carried out by the Contractor on the same conditions in all respects
to which he agreed to do the main Work, and at the Rates separately agreed under an
Amendment Order to this contract. The Rates will be decided as per the provisions of
Cl.19.2 of GCC. The Contract variation in quantity of individual items shall not be taken
as extra items. The Contract Rate or Rates derived in accordance with provisions of Cl.
19.2 shall apply for all new items and extra items.

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19.1.2 In case the Contractor does not agree to the Rate arrived as mentioned in Cl.19.2 he shall
give notice in writing to the Company and the Company will be at liberty to cancel his
order to carry out such Work and /or instruct the Contractor to suspend any further
Work as the case may be, and arrange to carry it out in such manner as the Company
deems appropriate. , provided always that if the Contractor commences Work or incurs
any expenditure in regard thereto, before the Rates have been determined as
hereinbefore mentioned, then in such case the Contractor shall only be entitled to be
paid in respect of Work carried out or expenditure incurred by him prior to the said
notice as shall be fixed by Company. In the event of any dispute, the decision of the
Company will be final.
19.1.3 Where, however, the Work is to be executed according to the designs, Drawings and
Specifications recommended by the Contractor and accepted by the Company, the
alterations above referred to shall be within the scope of this Contract and no claim or
additional compensation will be paid to the Contractor.
19.1.4 In case the substitution is accepted by the Company under Cl.12.6, an Amendment Order
shall be issued to adjust the Contract Price.
19.1.5 Increase in quantities in the normal course of execution of Work shall not constitute a
variation under this clause and the Contractor shall not be entitled for any additional
Rates for such increase in Work.
19.2 Extra Items
In case any item which is not included in the Bill of Quantities but is required and ordered
or to be executed at site then
19.2.1 The Contractor on receipt of instructions from the Company shall be bound to carry out
such items of Work. This shall not disrupt the Contract in any manner.
19.2.2 In case the Contractor demonstrates that an item not included in the Bill of Quantities
needs to be executed to complete the Work and provided that such an item is not a
minor item that requires to be executed to execute the Work and that such an item
should have been reasonably included in the Rates, then the Contractor shall give a
notice to the Company of at least 7(seven) days before the need for its execution arises
A notice shall not however be necessary if the Company has already instructed in writing
to take up such an item of Work. However, in no case the Contractor shall execute such
an item without a written instruction to execute the said item. To decide the Rate of
such an item, the Contractor shall adopt one of the methods below in their stated order
of preference
19.2.3 The Rate for such extra items shall be derived from Rate for similar items available in the
accepted Bill of Quantities or
19.2.4 The Rate shall be derived as Cost of material required + Cost of Labour + Cost of tools,
plants and equipment + 15% towards Overheads which includes utilities such as but not
limited to electricity, water etc. and Profits + Taxes as applicable. The decision of
Company on this will be final and concluding. The Company may, at its discretion ask for
supporting documents as evidence. The Contractor shall submit such supporting
documents on demand.
19.2.5 The Contractor shall attend a meeting with Company to settle the Rate as and when
called for. The Contractor shall be bound to furnish the requisite details and to attend
the meeting.

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19.2.6 An Amendment Order will be issued when Rates of such Extra Items finalized. Items of
Work carried out by using approved substitutes under Cl.12.6 of GCC shall not be entitled
to be claimed as extra items.
19.2.7 In case the Company and the Contractor do not agree on the Rate for an extra item the
provisions of Cl.19.1.2 shall apply.
19.3 Deletion of Work
The Company shall have the authority to reduce and/or delete any Work from the
Contract without entertaining any claims from the Contractor.
19.4 Notice to sureties
The Contractor shall notify his sureties in case of any change affecting the general scope
of the Work or change in the Contract Price and the amount of the applicable Deposits,
the Contractor shall furnish proof of such notifications to the Company.
19.5 Escalation
19.5.1 The following clauses under this section and referred to elsewhere shall be applicable if
and only if escalation is agreed to be paid in the Special Conditions of Contract. The
Escalation as under, shall be paid from the date as mentioned in the Special Conditions
of Contract.
19.5.2 No escalation shall be paid on plants, equipment tools and tackles at any time during the
Contract Period or any extension thereof, for whatever reasons. Similarly no escalation
shall be paid for any items covered under Cl. 3.11 of GCC or for items executed during
the period when the extension of time is granted either under Cl. [Link].1.1 or under
[Link].1.2 of GCC or for any manufactured item procured against quotation and for
which a secured advance is given.
19.5.3 For all materials whose basic Rate is mentioned in the Schedule of Basic Rates or
materials supplied free by the Company will remain outside the purview of escalation
under this clause.
19.5.4 For all other material, Labour and fuel the escalation will be calculated for a Billing Period
by the formula:
EV= 0.80* V *[{(MI-M0)/M0} *XM+ {(LI-L0/L0} *XL+ {(FI-F0)/F0}*XF]
Where
EV= Escalation amount due to the Contractor for the Billing Period
V = Total amount due to a Contractor for the Billing Period arrived as per Cl.20.4
MI= All India Whole Sale Price Index for the current Billing Period as published
by the Economic Advisor to Govt. of India, Ministry of Economics and Commerce
M0= All India Whole Sale Price Index applicable at the end of Contract Period as
per Master Construction Schedule as specified in Cl 4.1.1 as published by the
Economic Advisor to Govt. of India, Ministry of Economics and Commerce
LI = Consumer Price Index for Industrial Workers relevant for the current Billing
Period as published by the Reserve Bank of India
Lo= Consumer Price Index for Industrial Workers applicable at the end of Contract
Period as per Master Construction Schedule as specified in Cl 4.1.1, as published
by the Reserve Bank of India
FI= All India Whole Sale Price Index for Fuel Oil and Lubricants for the current
Billing Period, as published by the Economic Advisor to Govt. of India, Ministry of
Industry and Commerce.
F0= All India Whole Sale Price Index for Fuel Oil and Lubricants applicable at the
end of Contract Period as per Master Construction Schedule as specified in Cl

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4.1.1 , as published by the Economic Advisor to Govt. of India, Ministry of Industry

and Commerce.
XM, XL AND XF are the material, Labour and fuel factors respectively for the
Works as specified in the Special Conditions of Contract
19.5.5 Escalation shall be paid on a quarterly basis i.e. for periods Jan to March, April to June,
July to September and October to Dec of every year during the Contract Period.
19.5.6 In each quarter mentioned in Cl.19.5.5, amounts due against escalation shall be
calculated for every running bill accepted in that quarter.
19.5.7 The amount due against escalation in a particular quarter shall be paid within 30 days of
submission of bill against the escalation amount
19.5.8 Provided further that no payment on account of escalation shall be, made till such a time
that the cumulative escalation amount calculated as per the Cl.19.5.3 till the current
quarter exceeds 5 (five per-cent) % of the Contract Price or any adjustment thereof
unless otherwise stated in the Special Conditions of Contract. In any case, the total
payment on account of escalation shall not exceed cumulative escalation amount
calculated as per Cl.19.5.3 less 5 (five per-cent) % of the final bill.
20 CONTRACT PRICE AND PAYMENT
20.1 Contract Price –
Unless otherwise stated in the Special Conditions of Contract–
a) The Contract Price shall be as specified in the Contract Agreement and subject to
adjustments in accordance with the Contract.
b) The Contractor shall be responsible to pay all taxes, duties and fees as required to
be paid by him under the Contract and the Contract Price shall not be adjusted for
any of these Costs.
c) The quantities specified in the Bill of Quantities or other Schedules are estimated
quantities and not to be taken as the actual and correct quantities.
20.2 Secured Advance
The Contractor, on signing an indenture in the form to be specified by the Company, shall
be entitled to be paid during the progress of the execution of the Work up to the amount
as mentioned in the Special Conditions of Contract of the assessed value of any materials
which are in the opinion of the Company nonperishable, non-fragile and noncombustible
and are in accordance with the Contract and which have been brought on the site in
connection therewith and are adequately stored and/or protected against damage by
weather or other causes but which have not at the time of advance been incorporated
in the Works. When materials on account of which an advance has been made under this
sub-clause are incorporated in the Work, the amount of such advance shall be
recovered/ deducted from the next two consecutive payment or from the next interim
bill in case the Contract Period is less than three months, made under any of the clause
or clauses of this Contract.
20.3 Mobilization Advance
20.3.1 The Company shall release a mobilization advance, subject to provision in Special
Conditions of Contract, to the Contractor after issuing a Notice to Proceed to the
Contractor. The advance for Mobilization shall be without interest and shall be limited
to the amount mentioned in the Special Conditions of Contract and shall be paid after
the receipt of irrevocable and unconditional Bank Guarantee from a nationalized or
scheduled bank for an equivalent amount. The mobilization advance, shall be released,

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against the fulfilment of the conditions specified in the Special Conditions of Contract, in
installments but in no case before issuing the Notice to Proceed. The bank guarantee
shall have to be issued as per the format at Section 9 of Contract Document.
20.3.2 The advance for Mobilization shall be recovered on pro-rata basis mentioned in the
Special Conditions of Contract.
20.3.3 The mobilization advance so given shall be utilized by the Contractor for activities related
to the Project only and not otherwise. The Company reserves its right to demand for
proof of utilization of the mobilization advance and to withdraw the said advance, either
in full or part, on failure of the Contractor to justify its usage for the Project. The decision
of the Company in this regard shall be final and binding on the Contractor.
20.4 Submission of Bills for Progress Payments (Running Account or Interim Bills)
The Contractor shall submit a running account bill in the name of the Company on a
mutually agreed fixed date of every month as mentioned in the Special Conditions of
Contract. All the Progress Payments are advance payments made towards the Final Bill.
20.4.1 For each bill, the Contractor shall submit a duly signed combined statement showing:
i. Cumulative quantity for each BOQ item approved by the Company till the last
bill
ii. Cumulative quantity for each BOQ item claimed till the date of current bill
iii. The Rate for each BOQ item as per the Contract BOQ
iv. The cumulative amount payable against the said BOQ item till the date of
current bill
v. Net amount payable for all BOQ items for this Billing Period arrived by
multiplying the net quantity (arrived at by deducting quantity under sub
Cl.20.4.1(i) above from quantity under sub Cl.20.4.1(ii) above), by the Rate in
Sub Cl.20.4.1(iii) above.
20.4.2 For extra items as mentioned in Cl.19.2 of GCC, for which an Amendment Order is given.
i. The cumulative quantities approved till the last bill
ii. The cumulative quantities claimed till the date of current bill
iii. Rate approved as per the Amendment Order as mentioned in Cl.19.2 Of GCC.
The net price for each such extra items that the Contractor wants to claim for
this period to be arrived at by multiplying the difference of the cumulative
quantities in sub Cl.20.4.2(i) and Cl.20.4.2(ii) above.
iv. The grand total for all items covered under this sub clause of GCC by adding
all net prices as mentioned in (iii) above.
20.4.3 A statement showing the value of materials remaining at site, if the secured advance has
been paid against such material.
20.4.4 A summary statement showing
i. A net amount arrived as per Cl.20.4.1(v) & CL.20.4.2(iv)
ii. The total amount for extra items till date as per Cl.20.4.2(iv)
iii. Amount withheld till date and being requested to be released
iv. Amount due to the Contractor towards the Variation in Rates of Materials
mentioned in the Schedule of Basic Rates and calculated as per procedure
listed in the Special Conditions of Contract
v. Grand total of items of Cl.20.4.4(i) through Cl.20.4.4 (iv) of this clause.
Less
a Amounts to be recovered against advances ([Link].20.2 And / or
Cl.20.3) agreed to be recovered during the period.

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b Any other money to be recovered from the Contractor

c Deposit against Defects Liability Period
d Grand total of above items of Cl.20.4.4(v)(a) thorough Cl.20.4.4 (v)(c)
vi. The total amount due to the Contractor for the Billing Period shall be arrived
by deducting the amount against item d of this sub clause and amount to be
withheld and any punitive damages to be recovered from the Contractor for
this Billing Period from the amount against item of this Cl.20.4.4(v)
20.4.5 A payment certificate will be made as per agreed format showing the total amount due
to the Contractor for that period. Unless otherwise specified in the Special conditions of
Contract, the Contractor shall request Progress Payments till 95% of the Contract Price
or its approved amendment. The remaining of the Contract Price shall be paid to the
Contractor as the final bill along with all the approved claims.
20.4.6 The Contractor shall submit declaration of compliance in the proforma provided with
every running bill on his letterhead or on a non-judicial stamp paper every three month
or as required by the Company. The Company may hold certification of payment in case
such declaration of compliance is not provided with the progress invoice.
20.5 Foreign Exchange
For Projects located in India: No foreign exchange shall be paid by the Company for the
purchase of material required by the Contractor for the execution of the Works except
where the Company at his sole discretion, agrees to do so subject to the Rate of foreign
exchange mentioned in the Special Conditions of Contract.
In case where the Company has specified such a material that is not obtainable in India
or for any other reason that the Company sees adequate to justify such a purchase, the
Rate of foreign exchange shall be as specified in the Special Conditions of Contract.
20.6 Acceptance of the Progress Bills and Certification of Progress Payment
(a) The Company after checking that all the supporting documents; mentioned
hereinafter but not limited to the measurement sheets, material statements,
copies of Amendment Orders or written orders to execute extra items referred
to in Cl. 20.4 of GCC and any other document that the Company may reasonably
require to check the veracity of the submitted bill; have been submitted along
with a running account bill may accept the said bill for certification. Such an
acceptance by the Company will not constitute a right of the Contractor to
receive the payment as claimed by him. This intermediate step has been intended
to facilitate the release of an ad-hoc payment as mentioned in Cl.1720.7.1 below.
The submission of the progress payment invoice shall not be deemed as an
acceptance.
(b) The Company after checking, verifying and if required correcting, the total
amount due to the Contractor for the Billing Period as mentioned in the Cl. 20.4
above, shall certify an amount towards the progress payment. Such certification
shall not constitute acceptance of any Work, neither payment made for such a
Work will constitute an acceptance. The payment does not absolve the
Contractor from any of its obligations to perform satisfactory Work as per the
provisions of the Contract.
20.7 Progress, Running or Interim Payments
20.7.1 An Ad-hoc Payment as per the Special Conditions of Contract of the net payable amount
of the bill submitted deducting all recoveries, secured and non- secured advances if any,

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taxes/duties to be deducted at source and any other deductions etc. shall be made to
the Contractor.
20.7.2 In case the amount claimed in any of the bill submitted by the Contractor is in excess of
the finally certified amount by the Company by more than 10% then the facility of ad-
hoc payment may be withdrawn from the subsequent RA bills.
20.7.3 Payment for the remaining bill amount shall be made within 20 (twenty) working days
after receipt of the Certification from the Company. The certification of interim bills shall
be done within 20 (Twenty) days after acceptance of the bill by Company for payment.
20.7.4 All bills shall be deemed to have been submitted to the Company only after joint
measurements (if required) are certified. In case joint measurement is not needed and
the payment is made as per the dimensions on the Drawings, the bills will be deemed to
have submitted only after a joint preliminary check has been done and agreed.
20.7.5 The Company shall have the right to alter, modify, re-open any payments made in
previous interim payment bills and make adjustments in the succeeding bills, until the
payment of Final Bill and the Contractor shall not be entitled to any claims for
compensation for such adjustments. However, the Company shall be required to give
reasons justifying its actions for modifying the interim payment certificates.
20.7.6 Approval of Progress Payments - The Company will either indicate in writing his approval
of payment or return the bill to the Contractor indicating in writing his reasons for
refusing the approval of payment. With respect to disapproved applications the
Contractor may make the necessary corrections and resubmit the applications unless
otherwise provided or agreed by the parties.
20.7.7 Receipts for Payments - Receipts for payments made on account of any Work, when
provided by a Contractor should be signed by the authorized signatory of the Contractor.
20.8 Disbursement of Payment:
20.8.1 On submission of the invoice for progress payment, the Contractor shall also submit a
declaration, clearly stating that all the payments due to the Contractors Vendors/
Suppliers for the Works and sub-Contractors including the Labour Contractors engaged
for the Works have been made for the period starting 60(sixty) days previous to the date
of invoice and ending 30 (thirty) days previous to the date of invoice. The aforesaid
declaration shall cover the following payments but shall not be limited to the same.
(i) Salaries of Contractors employees engaged for the Works
(ii) Payments to the sub-Contractors and Labour Contractors for the period
stated above.
(iii) Payment to all the Suppliers and Vendors for the Works.
(iv) All the statutory payments towards applicable taxes including but not
limited to Income Tax, GST, Labour cess etc.
20.8.2 In case the Company wants to see the documentary evidence for all or any of the above,
the Contractor shall produce the same without delay.
20.8.3 In case the Contractor fails to submit such a declaration consecutively for two Progress
Payments then the procedure enlisted in the following paragraph shall come in effect
without any further representation on the issue.
20.9 Recovery of Other Non-Secured Advances
Recovery of the sums of Other Advances (if any) and of the interest thereon (if any), shall
be made by deduction from the Contractor’s bills in suitable percentages of the billed
amounts, subject to the provision made in the Special Conditions of Contract. This clause
will apply only in case any non-secured advances are granted.

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20.10 Withholding of Payments

20.10.1 Right to Withhold –The Company may refuse to approve any payment or nullify any
payment previously approved and paid, because of subsequently discovered evidence or
the results of subsequent inspections or tests, to such extent as may be necessary in the
opinion of the Company to protect the Company from loss. The loss could be because;
(i) the Work is defective,
(ii) A billed part of the Work has been deleted under clauses Cl. 2.2.3 or
Cl.17.1 Or Cl.19.3 of GCC,
(iii) third Party claims have been filed
(iv) of reasonable doubt that the Work cannot be completed for the unpaid
balance of the Contract Price,
(v) of reasonable indication that the Work will not be completed within the
Contract Period,
(vi) of the failure to clean up,
(vii) the Company has been required to correct, defective Work
(viii) of reasonable doubt, as to the Contractor’s warranty of title required,
(ix) of payments due to the Company from the Contractor,
(x) of provisions of law that enable or require the Company to withhold such
payments in whole or in part,
(xi) of failure to meet statutory obligations,
(xii) Any unlawful activity actively or passively supported by the Contractor.
20.10.2 When the grounds for withholding payments are removed, payment will be made
without any interest in amount withheld from the Contractor.
20.10.3 Company’s Right to disburse Withheld Payments: The Company may disburse payment
to Contractor’s Sub-Contractors, Vendors, employees or any third Party from the
amounts withheld pursuant towards the payment of any and all claims, which are
grounds for such withholdings under Cl.20.10.1 of GCC. In doing so the Company shall
deemed to be the supervisor of the Contractor and any payments so made by the
Company shall be considered as a payment made in good faith. Such a payment will not
be deemed to constitute any Employer employee relationship between the Company
and the Contractors Sub-Contractors including nominated sub–Contractor’s employees
or any third Party. Such payment by the Company may be made without prior judicial
determination of the claim or claims. The Company will render to the Contractor a proper
accounting of such funds disbursed on behalf of the Contractor. The Company will not
be responsible to compensate the Contractor against such disbursed funds under any
circumstances. Company shall give a notice of his intentions to the Contractor prior to
the actual disbursement.
20.11 Deductions for Taxes &Duties
Deductions will be made for all applicable taxes and duties before making any payment
to the Contractor.
20.12 Final Account
After obtaining the Virtual Completion certificate, the Contractor may submit his final
bill following the procedure for Progress Payments as per Clause20.4. The final account
less the Deposit against Defects Liability Period shall not become due unless the
application is accompanied by such supporting data including a declaration as per the
proforma provided. The Company may require, together with complete and legally
effective releases or waivers, satisfactory to the Company, of all liens arising out of the

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Contract Documents and the Labour and services performed, and the material and
equipment furnished there under. In case any such lien remains unsatisfied after all
payments are made, the Contractor or his Surety shall pay all the money that the
Company may be compelled to pay in discharging such lien including all Costs and
reasonable attorney’s fees.
20.13 Final Completion Certificate
The Contract shall not be considered as complete until a Final Completion Certificate
shall have been signed by the Company and delivered to the Contractor stating that the
Works have been completed and any defects therein have been remedied to Company’s
satisfaction. It shall also signify the submission of all the related contractual
documentation and fulfilling contractual obligations such as but not limited to the
warranties and guarantees, any extensions thereof, quality control record, as built
Drawings in addition to the documents/ declarations etc. including complete
demobilization from site, after obtaining approval from the Company and any other
requisites mentioned in the Special Conditions of Contract.
20.14 Approval of Final Payment
After the Contractor has submitted the final account and has satisfied all the Company’s
requirements of the Contract ,the Company shall convey in writing, within a period
specified in the Special Conditions of Contract, the Company shall either give an
approval of payment or will return the application to the Contractor within 15 (fifteen)
days of the submission of bill , indicating in writing his reasons for refusing to approve
final account, in which case the Contractor shall make the necessary corrections and
resubmit the application. The Company within a period specified in the Special
Conditions of Contract days of approval will pay the Contractor the amount due, less the
unsatisfied liens, after all the reconciliation of material, advances etc. has been
completed, unless a longer period of time is prescribed by law or required for the lawful
filing and publishing of notices of completion. Appropriate deductions as required by law
shall be made for taxes duties; royalties etc. from the payment due to the Contractor
Obtain a No Due Certificate from the Contractor. The Final Completion Certificate shall
be issued after Contractor receives the payment / after obtaining No Due Certificate.
20.15 Obligations under the Contract
20.15.1 It is the Contractor’s obligation to perform and complete the Work in accordance with
the Contract Documents. The fulfillment of this Contract shall be deemed to have been
achieved only after the completion of the Defects Liability Period. In case a delay occurs
in completing the Work beyond the Contract Period or any approved extension thereof,
the Contractor without stopping the Work shall apply for an extension of time as
elaborated in Cl. 14.4.
20.15.2 Reaching the end of the Contract Period or any approved extension thereof without
completing the Work will not absolve the Contractor of his obligation/ duties /
responsibilities and liabilities with respect to this Contract.
20.15.3 The provisions of the Contract do not relieve the Contractor of his obligations under the
Contract for any faulty, deceitful or fraudulent act or Work which may show up in the
Works or in parts thereof in the course of time, whether or not the Works or parts
thereof have been approved by the Company or his representative.
20.16 Waiver of Claims
20.16.1 The acceptance and making of final payment shall constitute

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(i) A waiver of all claims by the Company against the Contractor except those arising
from unsettled liens or except those previously made in writing accepted by the
Contractor but still unsettled or from failure of the Work to comply with the
requirements of the Contract Documents or from the terms of any special
guarantees or warranties required by the Contract Documents, and
(ii) A waiver of all claims by the Contractor against the Company except those
previously made in writing, accepted by the Company but not paid.
20.16.2 However, any payment, final or otherwise, shall not release the Contractor or his sureties
from any obligation under the Contract Documents.
20.17 Contractor’s Payment to the Company
The Contractor shall pay to the Company all monies so required of him under the
provisions of the Contract Documents. In case at any time any money owed to the
Company and/or its Affiliate by the Contractor cannot be recovered or adjusted from the
payments due to the Contractor then the Company and/or its Affiliate shall have the
right to recover such an amount or the difference as the case may be, from the
Contractor’s Deposits. Or Furthermore, the Company and/or its Affiliate shall be entitled
to recover, set off or withhold monies due to the Contractor from any other Contract
with the Contractor from group Companies. The obligation of the Contractor to pay the
money due towards the Company and/or its Affiliate shall specifically bind the
Contractor’s sureties, assigns, executors, administrators and heirs to his obligation to pay
the Company and/or its Affiliate.
20.18 Receipt for Payment by Contractor
No receipt for any payment alleged to have been made by a Contractor in regard to any
matter relating to this Tender or the Contract shall be valid and binding on the Company
unless it is signed by the authorized representative of the Company.
20.19 Certificate of Completion of Defects Liability Period
In case the Contractor shall have rectified all defects or any unsatisfactory features and
repaired, amended and reconstructed as required by the Company and the Work have
been completed and maintained to the satisfaction of the Company and in accordance
with the terms and conditions of the contract, the Company shall be ready to issue the
certificate of the completion of the Defects Liability Period to the Contractor upon his
request in writing.
20.20 Monetary Settlement on Completion of the Defects Liability Period
The Company, after issuing the Certificate of Completion of Defects Liability Period, shall
return the Deposit against Defects Liability Period to the Contractor upon an application
to that effect made by the Contractor within a specified period mentioned in the Special
Conditions of Contract issuing the said certificate, provided always that the Contractor
has carried out the rectifications promptly and to the satisfaction of the Company. In
case the Company has to employ another agency to rectify any defects or maintain the
Work either due to the exigency of time or for any other reason as mentioned in Cl.17.2,
the expenditure including the Company’s overheads will be deducted from the Deposit
against Defects Liability Period while settling the account at the end of the Defects
Liability Period. In case an agency external to this Contract is employed as per the
provisions of Cl.17.2 and if the Company incurs more expenditure than that can be
covered by the Deposit against Defects Liability Period, then such an extra amount
becomes due from the Contractor to the Company. Such a sum shall be paid by the
Contractor or his sureties within 30(thirty) days of the Company informing the

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Contractor to that effect or the Company may invoke the provisions of Cl. 20.17, above.
Appropriate deductions as required by law shall be made for taxes duties; royalties etc.
form the payment due to the Contractor.
20.21 Continuing Obligation of the Contractor
The Contractor’s obligation to perform and complete the Work in accordance with
the Contract Documents is and shall be absolute. Neither the observation during
construction and final inspection of the Work by the Company nor any payment by
the Company to the Contractor under the Contract Documents, nor any use or
occupancy of the Work or any part thereof by the Company nor any act of acceptance
by the Company nor any failure to do so, nor any correction of defective Work by the
Company shall constitute acceptance of Work, not in accordance, with the Contract
requirements.
21 TERMINATION BY COMPANY
21.1 Suspension and Stoppage of Work
21.1.1 If at any time during the execution of the contract, the Company shall for any reason
whatsoever desire that the whole or any part of the Work specified in the Tender should
be suspended for any period or that the whole or part of the Work should not be carried
out at all, the Company shall give to the Contractor a notice in writing of same and upon
the receipt of such notice the Contractor shall immediately suspend or stop the Work
wholly or in part as required, after having due regard to the appropriate stage at which
the Work should be stopped or suspended so as not to cause any damage or injury to
the Work already done or endanger the safety thereof, provided that the decision of the
Company as to the stage at which the Work or any part could be or could have been
safely stopped or suspended shall be final and conclusive. For reasons attributable to
the Contractor, the Company shall allow the Contractor to resume Work after it is
reasonably sure that the reason for which the suspension is ordered has ceased to exist
and is reasonably assured that such a cause will not recur. Upon receipt of the permission
to resume the Work the Contractor shall immediately resume the Work and make all
efforts to minimize the impact of delay due to suspension. In this case the Contractor
shall not be granted time extension or compensation for whatever reason. For the
reasons attributable to the Company, the Company shall allow the Contractor to resume
Work after it is reasonably sure that the reason for which the suspension is ordered has
ceased to exist. Upon receipt of the permission to resume the Work the Contractor, shall
immediately or after a reasonable period if the Company has allowed to partly
demobilize, resume the Work and make all efforts to minimize the impact of delay due
to suspension. In such a case, time extension will be granted to the extent of the period
of suspension but excluding period required for remobilization. The Contractor shall
have no claim to any payment or compensation on account of such a suspension
attributable to the Company, except to the extent specified hereinafter.
21.1.2 Where the Company requires the Contractor to suspend the Work for reasons
attributable to the Company, for a period in excess of 60 (sixty) days in one instance or
90(ninety) days in the aggregate during the Contract Period and both the durations
increased on a pro-rata basis for any authorized extension thereof, the Contractor shall
be entitled to apply to the Company within 30 (thirty) days of the resumption of Work
after such suspension, for payment of compensation to the extent of direct financial loss
suffered by him, in respect of working plant and machinery rendered idle on the site and
on account of his having had to pay the Salary or wages of personnel and Labour engaged

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by him during the said period of suspension, as elaborated further in Cl.21.1.4 provided
always that the Contractor shall not be entitled to any claim in respect of any such
Working machinery, Salary or wages for the first 60 (sixty) days whether consecutive or
in the aggregate of such suspension or in respect of any suspension whatsoever The
decision of the Company in this regard shall be final and conclusive against the
Contractor.
21.1.3 In case of prolonged suspension or in anticipation thereof, the Company may allow the
Contractor to demobilize a part of the personnel, workmen, plant and equipment at site,
at his own Cost, as per the mutual agreement to this effect. It will be a contractual duty
of the Contractor under this Contract to remobilize such personnel, Workmen, plant and
equipment after the suspension is revoked as per the mutual agreement. In case the
Contractor fails to remobilize the plant and equipment, the Company may ask the
Contractor to hire equivalent plant and equipment at no extra Cost to the Company or
may hire such a plant and equipment on its own and recover the hiring charges and
administrative Costs from the Contractor. Remobilization charges as mutually agreed
only shall be paid to the Contractor upon completion of remobilization. Remobilization
shall not be paid in case the Contractor hires the plant or equipment. The decision of the
Company about demobilization of plant and equipment shall be final and binding on the
Contractor.
21.1.4 The compensation to the Contractor for the period of suspension exceeding 60(sixty)
days as mentioned in the Cl. 21.1.2 above, shall be as under
(i) 1% or as mentioned in the Special Conditions of Contract of the book value
(depreciated value) of the plant and machinery per month. The plant shall not
mean any tools and tackles or any vehicles for transportation of personnel.
(ii) Salaries of all the personnel and Labour that the Company agrees should remain
on site for housekeeping, maintenance and safety. Provided that such personnel
and Labour shall be identified by the Contractor and approved by the Company
within one week of the beginning of the suspension period.
(iii) Deduction of the monies due from the Contractor including advances, taxes,
duties, levies, punitive damages, royalties etc.
21.2 Termination of Contract Agreement
21.2.1 In case the Contractor
(i) abandons the Works, or
(ii) dies or becomes insane or is imprisoned, or
(iii) is adjudged bankrupt or insolvent, or
(iv) makes a general assignment for the benefit of his creditors, or
(v) files a petition to take advantage of any debtor’s act or to reorganize under
bankruptcy or similar laws, or
(vi) persistently fails to supply sufficiently skilled personnel and /or Workmen or
suitable materials or equipment, or
(vii) performance of the Work is unnecessarily or unreasonably delayed or
(viii) in Company’s opinion at any point of time, the Contractor shall not be able to
complete the Work within the contractual timelines for reasons attributable to
the Contractor or
(ix) consistently fails to adhere to the requirements of quality Standards, Project
Quality Plan or safety requirements or any other provisions of this Contractor

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(x) persistently fails to make prompt payments to Sub-Contractors or for Labour,

materials or equipment, or
(xi) disregards laws, ordinances, rules, regulations or orders of any public body
having jurisdiction, or
(xii) disregards the authority of the Company or neglects to execute the Work in
accordance with the Contract Documents including requirements of the progress
schedule, or
(xiii) fails to promptly comply with the requirements of any Amendment Order, or
(xiv) assigns this Contract Agreement otherwise than herein provided, or
(xv) violates any provisions of the Contract Documents,
(xvi) willfully violates any of the provisions of the Contract Documents or executing
the same in bad faith, or
(xvii) if a trustee or receiver is appointed for the Contractor or for any of his property
or
(xviii) fails to comply with legal obligations under the Contract in spite of reminder from
Company
(xix) Charged by the authorities of being involved any anti-national activities
(xx) If there is any default or non-compliance of Applicable Laws.
(xxi) Does not comply with any instructions of the Company.
The Contract shall have a cure period of 7 (seven) days post breach of the same for only
such actions/breach which are capable of being cured/ rectified.
Then the Company may, without prejudice to any of their right or remedy and by means
of a Written Notice to the Contractor and his Surety, instruct the Contractor to
discontinue all Work of the Contract. This will be treated as the termination of the
Contract. The same provision will apply if the Company at any time is of the opinion that
the Work cannot be completed for the unpaid balance of the Contract Price. The
Contractor, under a written instruction to discontinue, shall not resume any of the Work
except by Written Notice from the Company. In either such case, the Company may take
possession of the Work and of all materials, equipment, plant, tools, supplies and
property of every kind thereon owned and furnished by the Contractor for the purpose
of the Work, and finish the Work by whatever method the Company may deem
convenient. The Contractor shall not be entitled to receive any further payments after
the date of said Written Notice from the Company unless instructed in writing by the
Company if the Company so elects. The price to complete such balance part of the Work,
including considerations, compensations or fees for additional administrative,
Consultant, professionals, testing, and inspection services or other Contractor(s) and
direct and indirect Cost to the Company exceeds the Contract Price such an excess will
be paid by the Contractor. The Company may recover such money from the Contractor’s
Deposits as per the provisions of Cl.20.17.
21.2.2 The Company may require the Contractor to remove materials, equipment, plants, tools,
construction machinery, or any other belongings etc. from the premises within a time
specified. In the event, if the Contractor fails to comply with any such instruction, the
Company may remove them and /or store at the Company’s convenience, at the
Contractor’s expense. The Costs for the aforesaid removal/storage shall be determined
by the Company and shall be binding on the Contractor.
21.2.3 The Contractor shall be entitled for payment for the certified Work done at the Contract
Rates, the extra items as per Cl.19.2 after deducting all the advances and monies due

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from the Contractor, punitive damages, taxes, duties, levies, royalties etc. No
compensation on account of loss of profit, opportunity Costs, overheads etc. shall be
paid. The provisions of Cl. 20.17 for recoveries over and above the money due to the
Contractor shall apply.
21.3 Termination on Account of Breach of Trust:
In case the Company can reasonably establish the Contractor’s intention to defraud or
defame or disrupt the business activities of the Company, either intentionally or
otherwise, then without any prejudice to any other additional remedy and/or
compensation the Company may seek from the Contractor, the Company shall have the
right to forfeit any monies due to the Contractor, the Contractor’s Deposits and further
recover any outstanding money due to the Company. The causes of breach of faith for
any of the following but not limited to
21.3.1 Alteration of the Contract Documents including the Addenda/ corrigenda at any
stage during the Tender process or afterwards, irrespective whether such an
alteration in any manner, benefits the Company or the Contractor or is neutral
21.3.2 Divulging Confidential Information of the Company with any other person or
organization not a Party to this Contract, without an express authority from the
Company
21.3.3 Indulging in corrupt practices
21.3.4 Supporting anti-national activities
21.3.5 Any other cause that may be reasonable
The discretion of the Company in this regard shall be final and binding on the Contractor.
21.4 Contractor’s Continuing Liability
When the Contractor’s services have been discontinued or terminated, said
discontinuance or termination shall not affect any right of the Company to claim against
the Contractor then existing or which may thereafter accrue. Any retention or payment
of monies by the Company due to the Contractor will not release the Contractor from
his liability.
21.5 Procedure for Termination
Before terminating the Contract, the Company shall issue a “show cause “notice to the
Contractor asking the Contractor to furnish reason as to why the Contract should not be
terminated within 14 (fourteen) days of the notice, quoting the relevant clause(s) of the
Contract and the reason for invoking the said clause(s). The Contractor, upon receipt of
such a notice shall, within 7 days, provide a reply and the proposed remedial action if
any. Within 3 days of receiving the reply the Company shall decide whether to accept
the reply or otherwise. The Company’s decision in this regard shall be final and binding.
The decision in this regard shall be conveyed to the Contractor. In case the Company
decides to terminate the Contract, he shall inform the Contractor to discontinue all the
Work at site with proper regard to safety and security and start arranging for
demobilizing. No Costs towards demobilizing shall be paid to the Contractor. Such a
termination shall not affect the Company’s authority in any manner.
21.6 Company’s special power of foreclosure of the Works
In case at any time after the issue of Notice to Proceed, the Company decides to foreclose
the Contract as a whole or in part, for reasons, except those covered under Cl.21.2 Or
Cl.21.3, the Company shall give notice in writing of the fact to the Contractor. The

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Contractor shall be paid at Contract Rates for the portion of Work executed including
extra Works. For extra Works the provisions of Cl. 19.2 shall apply.
The Company shall after assessing the stage at which such foreclosure was ordered, pay
to the Contractor, a compensation as mutually agreed after deducting the monies due
from the Contractor including advances, taxes, duties, levies, punitive damages, royalties
etc. The upper limit of such compensation shall be 1 (one per-cent) % of the Contract
Price. Upon such Foreclosure, the Company shall be at absolute liberty and entitled to
carry remaining Work through any other Contractor or in any other manner as Company
deems fit.
22 INDEMNITY, RISK AND RESPONSIBILITY
22.1 Indemnity
The Contractor shall indemnify the Company and keep it indemnified for such a period
as appropriate according to tax laws against any defaults on his part, such as but not
limited to a delay or denial of amount of credit, refund of GST or any other benefit to
the Company or any penal charge imposed on the Company under GST Laws, failure to
upload the returns, incorrect disclosure of details on the GSTN portal, delay/failure to
deposit tax, due to furnishing of incorrect/ incomplete documents by the Contractor or
non-furnishing of the same and wrong determination of nature of supply. Further, the
Company reserves the right to recover at its sole discretion such amounts from the
Contractor by way of deduction from subsequent payments or from the performance
Deposits or any other amount due to the Contractor. Alternatively, the Company shall
also be entitled to withhold the payments of all the subsequent bills issued by the
Contractor at its sole discretion. All the liabilities with regard to such default such as
additional tax, penalty, interest, loss, damages, expenses and Costs shall remain with the
Contractor till the expiry of the above-mentioned period.
The Contractor shall indemnify and keep the Company indemnified in case of any penalty
imposed by any competent authority due to non-compliance with the regulations for
“Construction and Demolition Waste Management rules” as per Clause no 16.3.
22.2 Loss or Damage and Indemnity Agreement
22.2.1 The Contractor shall be responsible for all liabilities imposed by law/ external agencies/
third parties for any damage to the Work or any part thereof or to any of the materials
or other things used in performing the Work or for injury to any person or persons for
any property damage. The Contractor shall indemnify, keep indemnified and hold, the
Company, harmless against any and all liability, claims, loss or injury, including but not
limited to Costs, expenses, and attorney’s fees incurred in the defense of the same,
arising from any allegations, whether groundless or not, of damage or injury to any
person or property resulting from the performance of the Work or from any material
used in the Work or from any portion of the Work or Work site or non- payment of
statutory dues of any nature and penalty thereon or from any cause whatsoever during
the process of the Work. The Contractor shall provide, during the entire Contract Period,
such indemnification in the appended Proforma on his letter head with every interim
invoice and on a non -judicial stamp paper of appropriate value once in every three
month.
22.2.2 In general, the Contractor shall indemnify the Company against any penalty/fine,
imposed by any competent Authority for any default / non-compliance by the Contractor
of any rules, regulations or Applicable Laws.

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In case, the Company is required to pay the penalty/fine, imposed by any competent
authority, due to any default or non-compliance on the part of the Contractor, the
Company shall have the right to recover the same from the amounts due to the
Contractor.
22.3 Injury to Person
The Contractor shall be liable for and shall indemnify and keep indemnified the Company
against any liability, loss, claim or proceedings whatsoever arising under any Law in
respect of personal injury to or the death of any person whomsoever arising out of or in
the course of or caused by the carrying out of the Works.
22.4 Damage to Property
Except for such loss or damages as is at the risk of the Company , the Contractor shall
be liable for and shall indemnify, keep indemnified and hold harmless the Company
against any expense, liability, loss, claim or proceedings in respect of any injury or
damage whatsoever to any property movable or immovable in so far as such injury or
damage arises out of or in the course of or by reason of carrying out of the Work, and
provided always that the same is due to any negligence, omission or default of the
Contractor, his servants or agents or of any Nominate or Sub-Contractor, his servant or
agent.
22.5 Guarantees and Warranties
22.5.1 Defects Liability Period
The period of defects liability for the Contract Works shall commence on the date of
Virtual Completion certificate of the Work. Unless otherwise specified in the Special
Conditions of Contract, the period of defects liability shall be 5(five) years. The
Contractor shall remedy any defect(s)/non-compliance including but not limited to
structural defect(s) or defect(s) in workmanship, quality of Services or any other
obligations of the Contractor as per the Contract and the same is brought to the notice
of the Contractor within the Defects Liability Period (DLP). The Company shall give notice
in writing to the Contractor of defects to be remedied at their occurrence or within 15
(fifteen) Working days thereafter. It shall be the duty and obligation of the Contractor to
rectify / make good such defect(s) without further charge, within 30 (thirty) days, and in
the event of the Contractor’s failure to rectify such defect(s) within such time, the
Company shall be entitled to receive appropriate compensation in the manner as
provided in this Contract.
The Company may issue virtual completion in parts. However, the defect liability period
shall commence on the date of issue of final Virtual Completion certificate. The
Contractor agrees and accepts the authority of Company on this matter.
This clause shall always be read in conjunction with the Real Estate (Regulation and
Development) Act, 2016 (RERA) and all applicable laws. Any changes or amendments in
any laws, rules and/or regulations pertaining to DLP will be deemed to be applicable.
22.5.2 Special Guarantees to be provided by the Contractor
The Contractor has to provide special guarantees to the Company for particular items of
Work such as specified in the Special Conditions of Contract. The proforma for such
guarantees as included elsewhere in the Contract. The Cost of providing and executing
and maintaining such guarantees is deemed to have been included in the Contract Price.
The special guarantees survive the Defects Liability Period and the responsibility/ liability
remains with the Contractor.
22.5.3 A Contractor to Pass on the Warranty of Title

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The Contractor shall warrant and guarantee that title of all Work, materials and
equipment’s covered by an application for payment, whether incorporated in the Work
or not, will be passed to the Company prior to the making of the application for payment,
free and clear of all liens, claims, security, interest or encumbrances.
23 INSURANCE
23.1 Insurance for the Works by Company
The Company shall, at its own Cost, take out and maintain in effect, or cause to be taken
out and maintained in effect, during the execution of the Works, cover in respect of the
following risks (hereinafter referred to as “Company’s Insurance”):
(a) Contractors All Risk: The Company shall, effect Contractors All Risks insurance for
the entire facility, including the Company supplied Plant and Equipment and
materials, the Works including Permanent and Temporary Works, against physical
loss or damage for the entire replacement value including the Cost of
reinstatement. The sum Insured by the Company shall not cover Contractor’s staff,
tools, plant, equipment, material, office setup and other property belonging to the
Contractor, his Sub-Contractors and other agencies appointed by Contractor.
(b) Third Party Liability: The Contractor shall, effect Third Party Liability insurance, for
physical loss of or damage to any Third-Party property or injury to or death of any
third Party which may arise out of or in connection with the execution of the Works
or the related Works at the site by the Contractor, the related Contractors or
Company having a limit of not less than 10 (ten percent) % of the Contract Price or
Rs. 25 (twenty-five) Crores whichever is lower, in respect of any accident and in
aggregate for a series of accidents.
23.2 Insurance for the Works by Contractor
The Contractor shall, at its own Cost, take out and maintain in effect, or cause to be taken
out and maintained in effect, during the execution of the Works, cover in respect of the
following risks (hereinafter referred to as “Contractor’s Insurance”):
23.2.1 Marine Transit insurance: The Marine insurance policy shall be for full replacement value
as per market norms, including the aggregate value of all the materials, the Cost of
transportation plus 10% (Basis of valuation = CIF + 10%) of such aggregate and the
incidence of applicable taxes and duties.
23.2.2 Workmen Compensation insurance: The Contractor shall take out and maintain in effect
insurance cover for any damages or compensation against claims, demands,
proceedings, Costs, charges and expenses, whatsoever in respect or in relation thereto,
payable under Applicable Laws in respect or any consequence of any accident, injury,
sickness, disease or death of any Contractor’s personnel during or pursuant to their
employment by the Contractor or by the Contractor’s Sub-Contractors. Such insurance
shall be in an amount not less than the respective Company policies or, if greater, an
amount sufficient to meet its legal obligations. The Contractor shall insure against such
liability and shall continue such insurance during the whole of the time that any persons
are employed by him on the Works. Provided that, in respect of any persons employed
by any Sub--Contractor, the Contractor’s obligations to insure as aforesaid under this
Sub-Clause shall be satisfied if the Sub-Contractor shall have insured against the liability
in respect of such persons in such manner that the Company is indemnified under the
policy, but the Contractor shall require such Sub-Contractor to produce to the Company,

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when required, such policy of insurance and the receipt for the payment of the current
premium.
23.2.3 Contractors Plant & Machinery insurance: The Contractor shall take out and maintain
insurance cover for all Contractor’s equipment brought on to the site by the Contractor
or its Sub-Contractors for use in connection with the Works, and to the extent of their
full replacement value against all loss or damage from whatever cause arising.
23.2.4 Automobile Third Party liability insurance, including coverage for vehicles owned, hired
or used by Contractor or its Sub-Contractors at the Project site in accordance with the
Motor Vehicles Act.
23.2.5 Professional Indemnity insurance (if design of Permanent Works or any part thereof is
within the scope of the Contractor).
23.2.6 Any other Appropriate insurance policy to cover Contractor’s staff, tools, plant,
equipment, material, office setup, storage yard, any other property etc and any other
insurance covers as may be required by local law in accordance with all applicable
statutory requirements and industry Standards.
23.3 Care of Works
Unless otherwise specified in the Special Conditions of Contract and exclusions
mentioned in this clause, and notwithstanding the Comprehensive Contractors All Risk
insurance taken by the Company, the Contractor shall take full responsibility for the care
of the Works and materials and Plant for incorporation therein from the Commencement
Date until the date of issue of the Taking-Over Certificate for the whole of the Works,
when the responsibility for the said care shall pass to the Company.
23.4 Responsibility to Rectify Loss or Damage
If any loss or damage happens to the Works, or any part thereof, or materials or Plant for
incorporation therein, during the period of execution of Works, from any cause
whatsoever, the Contractor shall, at his own Cost, rectify such loss or damage so that the
Permanent Works conform in every respect with the provisions of the Contract to the
satisfaction of the Company.
23.5 Responsibility for Amounts Not Recovered
Any amounts not insured or not recovered from the insurers shall be borne by the
Contractor. The Company reserves the right to recover such shortfall in amounts not
insured and / or not recovered from the moneys due and payable to the Contractor and
no notice provisions shall be necessary for effecting this right.
23.6 Damage to Persons and Property
The Contractor shall, except if and so far as the Contract provides otherwise, indemnify
the Company against all losses and claims in respect of:
(a) death of or injury to any person, or
(b) loss of or damage to any property (other than the Works),
Which may arise out of or in consequence of the execution and completion of the
Works and the remedying of any defects therein, and against all claims, proceedings,
damages, Costs, charges and expenses whatsoever in respect thereof or in relation
thereto.
23.7 Minimum Amount of insurance
Such insurance shall be for at least the amount stated in the Special Conditions of
Contract.

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23.8 Principal Beneficiary

The Contractor shall ensure that the Principal Beneficiary mentioned in all the insurances
affected by him under the Contract, pertaining to the Permanent Works and excluding
Contractor’s staff, plant and equipment, tools, set-up etc. shall be the Company.
23.9 Accident or Injury to Workmen
The Company shall not be liable for or in respect of any damages or compensation
payable to any Workman or other person in the employment of the Contractor or any
Sub-Contractor, other than death or injury resulting from any act or default of the
Company, his agents or servants. The Contractor shall indemnify and keep indemnified
the Company against all such damages and compensation, other than those for which
the Company is liable as aforesaid, and against all claims, proceedings, damages, Costs,
charges, and expenses whatsoever in respect thereof or in relation thereto.
23.10 Evidence and Terms of Insurances
The Contractor shall provide evidence to the Company prior to the start of Work at the
Site that the insurances required under the Contract have been effected and shall, within
the period stipulated in the Special Conditions of Contract, provide the insurance policies
to the Company. Such insurance policies shall be consistent with the general terms
agreed in the Contract. The Contractor shall effect all insurances for which he is
responsible with insurers and in terms approved by the Company.
23.11 Adequacy of Insurances
The Contractor shall notify the insurers of changes in the nature, extent or programme
for the execution of the Works and ensure the adequacy of the insurances at all times in
accordance with the terms of the Contract and shall, when required, produce to the
Company the insurance policies in force and the receipts for payment of the current
premiums.
23.12 Remedy on Contractor’s Failure to Insure
If the Contractor fails to effect and keep in force any of the insurances required under
the Contract, or fails to provide the policies to the Company within the period required
by the Contract, then and in any such case the Company may effect and keep in force any
such insurances and pay any premium as may be necessary for that purpose and from
time to time deduct the amount so paid from any monies due or to become due to the
Contractor, or recover the same as a debt due from the Contractor.
23.13 Compliance with Policy Conditions
In the event that the Contractor fails to comply with conditions imposed by the insurance
policies effected pursuant to the Contract, the Contractor shall indemnify the Company
against all losses and claims arising from such failure.
24 FORCE MAJEURE
24.1 Force Majeure
Force Majeure means an exceptional event or circumstance
i. which is beyond the control of the Party
ii. Which such Party could not reasonably have provided against before entering into
the Contract.
iii. Which having arisen, such Party could not reasonably have avoided or overcome
iv. Which is not substantially attributable to the other Party.

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For the purpose of this Contract, a force majeure event shall mean an event listed
below which prevent the Party claiming force majeure (‘affected Party”) from
performing its obligations under this Contract and which act or event is beyond the
reasonable control of and not arising out of the fault of the affected Party and the
affected Party is unable to overcome such act or event by exercise of due diligence,
reasonable efforts, skill and care and has a material adverse effect on the Work
The force majeure event or act may include but is not limited to,
(i) An act of god or events beyond the reasonable control of the affected Party which
could not have been expected to occur, exceptionally adverse weather conditions,
lightning, earthquake, cyclone, flood, volcanic eruption, landslide or fire (to the
extent originating from a source external to the site
(ii) Radioactive contamination or ionizing radiation
(iii) Boycotts or strikes (other than those by the employees of the parties or by any act
or omission by any of them) disrupting supplies for more than 30 (thirty) days at
one instance
(iv) Any judgment or order of a competent court or statutory authority against the
affected Party, in any proceedings, restricting its rights under this Contract
(v) Any act of war (whether declared or undeclared), invasion, armed conflict, or act
of foreign enemy, blockade, embargo, riot, terrorist or military action, civil
commotion or sabotage, which prevent the construction Work for more than 60
days in one instance at one stretch
(vi) Expropriation or acquisition of the site by the Government
(vii) Any unlawful or unauthorized or without jurisdiction revocation of or refusal to
renew or grant without valid cause or approval required by the affected Party to
perform its obligations under this Contract(other than the consent of obtaining of
which was a condition precedent) provided that such a revocation, refusal to renew
or grant did not result from the failure or inability of either Party to comply with
any condition relating to grant, maintenance or renewal of such consents or
permits.
24.2 Duty to Report
(a) The Affected Party shall discharge the following obligations in relation to
reporting the occurrence of Force Majeure event to the other Party.
(b) The Affected Party shall not be able to claim any relief in relation to the Force
Majeure unless it has given a notice within 7(seven) days of the occurrence of a
Force Majeure event giving full particulars with the supporting documentary
evidence of the said event and estimated duration and probable effect such an
event is having or likely to have on the obligations of the affected parties
performance under this Contract, the measures the Affected Party has taken to
alleviate the impact of the Force Majeure, any other relevant information.
(c) In case the Force Majeure event continues then the affected Party shall continue
to inform the other Party on a weekly basis in writing containing relevant
information and information the other Party may request from time to time.
24.3 The effect of Force Majeure
Upon occurrence of the force majeure the following shall apply
(i) There shall be no termination of the Contract except as provided in the Cl. 24.4

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(ii) The milestones and the Contract time shall be extended as provided in
Cl.[Link].1.3 Other provisions such as of Cl. 14.5 shall also apply.
24.4 Termination due to Force Majeure
If a force majeure event continues and it is in the reasonable judgment of both the
parties likely to continue beyond a period mentioned in the Special Conditions of
Contract, the parties may decide to terminate the Contract by a mutual consent or may
decide to continue on a later date on revised terms. In case the parties are unable to
reach an agreement in this regard then the affected Party may be able to terminate the
Contract by giving a notice after the expiry of the period mentioned above, in the Special
Conditions of Contract.
24.5 In case the Contract is terminated due to Force Majeure then
(a) The Contractor shall discontinue the Work at once with due regard to the safety
of the Work.
(b) The Contractor shall be paid all the monies for the Work done as per Cl.20.4, for
extra items as per Cl.19.2, a fair price for the Work in progress and the Contractor’s
site establishment as decided by the Company which will be binding on the
Contractor after deducting all the monies due from the Contractor including but
not limited to the advances, taxes duties, levies, royalties and punitive damages.
The Contractor shall not be entitled for any compensation for non-recovery of
overhead Costs or loss of profit or from the part of the Work that was unfinished
or the Work that was part of the Contract but cannot be finished as a result of
such termination.
(c) Save and as expressly provided in this sub- clause neither Party shall be liable in
any manner whatsoever, to the other Party in respect of any claim, losses expense,
claim or demand or proceedings relating to or arising out of occurrence or
existence of any event or act of Force Majeure.
24.6 Excuse from performing obligations under the Contract
If the Affected Party is rendered wholly or partially unable to perform its obligation to
perform under this Contract due to occurrence or continuance of a Force Majeure event
then it shall be excused, for the period such an event continues, to perform its
obligations fully or partly as the case may be, provided
(i) The suspension of performance shall have no greater scope or of no greater
duration than reasonably required by the Force Majeure event. The decision of
the Company shall be final and binding in this regard.
(ii) The Affected Party has taken all reasonable measures to mitigate or limit damage
to the other Party as a result of occurrence or continuance of the Force Majeure
event.
(iii) When the Affected Party is able to resume performance of its obligation under
the Contract, the Party shall give a notice to the other Party.
(iv) The Affected Party resumes its performance at the earliest.
25 CLAIMS, DISPUTES AND ARBITRATION
25.1 Contractor’s Claims
If the Contractor wishes to make a representation for a change in the Contract Price or
the Contract time, the Contractor shall give Written Notice, along with supporting
documents justifying reasons for claim, etc., to the Company thereof within 15(fifteen)
days from the day on which the cause of the claim arose, after which the claim shall not

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be processed except in an emergency endangering life or property. No such claim shall

be valid unless so made in writing. Any variation in the Work content, Contract Price or
the Contract time resulting from a change that is approved by the Company in writing
will be authorized by an Amendment Order. Notwithstanding the period mentioned
earlier in this clause, the Contractor shall make the claim at the earliest in writing while
it is possible to verify the claim particularly where the components of the claim may not
remain visible, due to the progress or stoppage of construction, even within the time
limit mentioned.
25.2 Dispute resolution:
25.2.1 If the Contractor considers any Work demanded of him to be outside the requirements of
the Contract, considers any Drawings, Specifications, record or ruling of the Company on
any matter out of the Contractor the carrying out of Work to be impracticable or claims
any extra payment, he shall promptly ask the Company in writing. Thereupon the Company
shall give his written instructions or decision within a period of 14 (fourteen) days of such
request.
25.2.2 Upon receipt of the written instructions or decision, the Contractor shall promptly proceed
without delay to comply with such instructions or decision.
25.2.3 If the Company fails to give his instructions or decision in writing within a period of
fourteen days after being requested or if the Contractor is dissatisfied with the instructions
or decisions of the Company, the Contractor may, within seven days after receiving the
instructions or decision, appeal to the Regional Head, who shall afford an opportunity to
the Contractor to be heard and to offer evidence in support of his appeal. The Regional
Head gives a decision within a period of thirty days after the Contractor has given the said
evidence in support of his appeal. If the Contractor is dissatisfied with this decision, the
affected Party, within a period of 15 (fifteen) days from receipt of the decision, may seek
an amicable settlement of the dispute by referring the same to the COO of the Company
and Director/Owner of the Contractor by giving a notice in writing, failing which the said
decision by the Regional Head shall be conclusive and binding.
25.2.4 In case any dispute is not resolved amicably between COO of the Company and
Director/Owner of the Contractor within 60 (sixty) days or an authorize extension thereof,
from the notice for amicable settlement, then for such a dispute, the dissatisfied Party
shall inform the other Party its intention, in writing within 15 (fifteen) days of the expiry of
the aforesaid 60 (sixty) days or an authorized extension thereof, to enter into an
arbitration.
25.3 Arbitration
25.3.1 In case of any dispute arising out of or touching upon or in relation to the terms of this
Contract, the parties shall mutually and amicably try to resolve the dispute. In case the
Parties are unable to settle their disputes within 15 (fifteen) days of intimation of dispute
by either Party, the same shall be settled through arbitration as per the Arbitration and
Conciliation Act, 1996, or any statutory amendments/modifications thereof for the time
being in force, by a sole arbitrator selected from the names of two arbitrators proposed
by the Company. In case the Contractor delays/neglects /refuses to select one of the
names from the suggested names within 15 (fifteen) days of intimation, it shall be deemed
that the first such named arbitrator so proposed by the Company is acceptable to both the
Parties as the sole arbitrator, whose appointment shall be final and binding on the Parties.
Costs of arbitration shall be shared equally by the Parties. The award of the Arbitrator shall
be final and binding on the Parties to the reference. The venue of Arbitration proceedings

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shall be Mumbai and language of the proceedings shall be in English. An arbitrator shall be
essentially an engineer with a degree in civil engineering from a recognized Indian
University having Work experience of at least 20 (twenty) years in public or private sector
and a member/fellow of the Institution of Engineers of India.
25.3.2 The Arbitrators shall have power to open up, review and revise any certificate, opinion,
decision, requisition or notice save in regard to the excepted matters referred to in the
preceding clause, and to determine all matters in dispute which shall be submitted to
arbitration and of which notice shall have been given as aforesaid.
25.3.3 The Arbitrators shall make his or their award within 6(six) months (or such further
extended time as may be decided by him or them as the case may be with the consent of
the parties) from the date of entering on the reference and shall not be later than the
timelines prescribed under the Applicable Laws. In case during the arbitration proceedings
the parties mutually settle, compromise or compound their dispute or difference, the
reference to arbitration proceedings shall stand withdrawn or terminated, with effect from
the date on which the parties file a joint memorandum of settlement thereof, with the
arbitrators.
25.3.4 Upon every or any such reference, the Cost of and incidental to the reference and award
respectively shall be at the discretion of the arbitrators who may determine the amount
thereof or direct the same to be taxed as between attorney and the Company or as
between Party and Party and shall direct by whom and to whom and in what matter the
same shall be borne and paid. This submission shall be deemed to be a submission to
arbitration within the meaning of the Arbitration and Conciliation Act, 1996 or any
statutory modification thereof.
25.3.5 The Work under the Contract shall continue during the arbitration proceedings and no
payment due to the Contractor shall be withheld on account of such proceeding under
progress.
25.3.6 No award of the arbitrators shall relieve the Contractor of his obligations to adhere strictly
to the Company’s Instructions with regard to the Works.
25.3.7 The Arbitrator/s shall give award separately on each item with reason and Costs. The
award of the arbitrators shall be final, conclusive and binding on all parties.
25.3.8 The Company and the Contractor hereby shall also agree that arbitration under this clause
shall be a condition precedent to any right of action under the Contract. The provisions of
this clause shall survive the expiry or sooner termination of his Contract.
25.3.9 Continuation of Work during Dispute.
25.3.10Provided always that the Company shall not withhold the payment for an Interim Bill for
the Work has been carried out by the Contractor and shall not withhold the issuance of an
Interim Certificate nor the Contractor except with the consent in writing of the Company
shall in any way delay the carrying out of the Works by reason of any such matters,
question or dispute being referred to arbitration but shall proceed with the Work with all
due diligence and shall, until completion of arbitration proceedings, relieve the Contractor
of his obligations to adhere strictly to the Company’s Instructions with regard to the actual
carrying out of the Works. The Work shall however be undertaken as per time scheduled,
independent of such exigencies unless the Company desires otherwise.
26 MISCELLANEOUS PROVISION
26.1 Successors and Assigns
The Contractor binds himself, his partners, successors, assigns and legal representatives
to the Company and to the partners, successors, assigns and legal representatives of the

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Company in respect of all covenants, agreements and obligations contained in the

Contract Documents. The Contractor shall not assign the Contract Agreement or sublet
it as a whole without the written consent of the Company r, nor shall assign any amount
due or to become due to him, hereunder without the prior written consent of the
Company. Furthermore, the Company may nominate/assign its rights and interests to its
subsidiary Company at any time during the course of Contract. With effect from such an
assignment, this Contract shall automatically stand transferred in the name of such
subsidiary Company without any alterations in the original terms and conditions of this
Contract. The Company shall intimate the Contractor of such an assignment within
30(thirty) days of such an assignment.
26.2 Communications
The Company will issue all communications to the Contractor and the Contractor shall
deliver all communications to the Company unless otherwise provided in the Contract
Documents or directed by the Company, by E-mail or Courier.
26.3 Licenses and Permits for Materials Under Government Control
Licenses and permits for all materials under Applicable Laws shall be obtained by the
Contractor. Assistance or help needed may be provided by the Company. The Contractor
shall include in his Tender all transport charges and all other expenses likely to be
incurred in this connection to bring the materials to the Work site.
26.4 Royalties and Patents
Unless otherwise specifically stipulated elsewhere in the Contract Documents, the
Contractor shall pay all royalties and license fees and assume all Costs and expenses
incidental to the use of any invention, composition, process device, article, appliance, or
design which is the subject of patent rights, copy rights, or other legal rights of
Ownership held by the others. The Contractor shall indemnify and hold harmless the
Company, and anyone directly or indirectly employed by the Company from and against
all claims, damages, losses and expenses, including attorney’s fees arising out of any
infringement of such rights during or after completion of the Work and shall defend all
such claims in connection with any alleged infringement of such rights.
26.5 GREEN BUILDING & ENVIRONMENTAL SUSTAINABILITY
26.5.1 GREEN BUILDING
This Project is being targeted to achieve Green Building rating as specified in Special
Conditions of Contract, under LEED India New Construction (NC) 2011 rating system or
Indian Green Building Council – Green Homes rating system by Indian Green Building
Council (IGBC) or any other green building rating as specified by the Company.
The Contractor shall coordinate with the Company in order to ensure the
implementation of targeted green building requirements. The Contractor must follow
the guidelines specified by the Company or Green Building Consultant and
Commissioning Agent pertaining to the installation of respective scope of Work and
equipment. The Contractor must use the checklists provided by the Company or
Commissioning Agent during the entire Contract Period including but not limited to
Installation, Functional Checks etc.
For any deviation in meeting the Specifications mentioned in any of the green building
related documents of the Project, the Contractor must seek approval from the Company.
The Contractor shall suggest materials best suited for requirements of rating set for the
Project. Any technical assumptions made by the Contractor should comply with Green
Building Rating requirements stated above.

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26.5.2 ENVIRONMENTAL SUSTAINABILITY

Environmental sustainability is one of core priority of the Company. In view of this, the
Company has set certain sustainability goals which include but not limited to Carbon
Neutrality, Water Positivity, Zero Waste to Landfill, reduce specific Energy Consumption,
Increase Renewable Energy etc.
For monitoring said goals, the Contractor shall record, collate and share Project specific
data of his area of Work to the Company. The data required includes but not limited to:
1. Energy sources and consumption
2. Energy reduction initiatives and quantity
3. Renewable energy interventions by type and energy consumption
4. Water sources and consumption
5. Water capture, recycling and reuse in-situ
6. Waste produced on site by type and quantity
7. Waste removed from site by type quantity and disposal method
8. Ambient Air emissions on at least a half yearly basis
9. Air emission tests for DG sets on at least a half yearly basis.
10. Material use by type and weight
Above mentioned data of each month and any other requirements shall be
shared in the first week of subsequent month or as requested by the Company.
26.6 Oral Agreements
The oral order, objection, claim or notice by any Party to the others shall not affect or
modify any of the terms or obligations contained in any of the Contract Documents and
none of the provisions of the Contract Documents shall be held to be waived or modified
by reason of any act whatsoever, other than by a definitely agreed waiver of
modifications thereof in writing and no other evidence shall be introduced in any
proceeding of any other waiver or modification.
26.7 Site Order Books
The Contractor shall keep site order book at site to receive instruction from the
Company.
26.8 Problem Solving
The Contractor is responsible for sorting out problems, difficulties, troubles and
bottlenecks on & around the Work sites and to take appropriate remedial steps
immediately to completely ensure that all Works are carried out properly, smoothly and
within the stipulated time limit, without any sort of financial liability and / or any
responsibility on the Company.
26.9 Certificate
Each certificate required under the Contract Documents shall be signed by the individual,
officer or supervisor lawfully authorized to execute the certificate and such authority
shall be cited in the certificate by title, description, or other acceptable evidence.

26.10 Encumbrances
The Contractor represents that the Work shall be performed, finished and delivered to
the Company free from all encumbrances including but not limited to claims, liens and
charges etc.
26.11 Intellectual Property Rights
All intellectual property in relation to the Project shall solely vest with the Company. The
Contractor shall indemnify and hold harmless the Company, his successors or permitted

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assigns from and against all claims, suits, proceedings, damages, losses, expenses, fees,
any royalties, which may arise in the event of any infringement of the Intellectual
Property of the Company and or the intellectual property rights of any other third Party
with respect to execution of the Work under the Contract Documents by Contractor. In
case an injunction is obtained by any third Party to harm the interest of the Company
due to infringement of the intellectual property rights by the Contractor, he shall take
appropriate steps to mitigate such harm and continue the Work affected by any
injunction or directive.
26.12 Corrupt Practices.
No representatives or employees of Company or those of his Consultants directly or
indirectly involved in this Project shall be offered by the Contractor or any of his sub -
Contractor, directly or indirectly, any benefit, fee, commission, dividend, gift or
consideration of any kind in connection with the services and will not at any time offer
gratuities or merchandise, cash services or any other inducement to the Company’s
personnel.
26.13 Ruling Languages
The language according to which the Contract shall be construed and interpreted shall
be English. All entries on the Contract Document shall be in English. All notes and titles
on Drawings shall be in English and dimensions shall be given in metric units.
26.14 Protection of Trees and Shrubs
Trees and Shrubs designated by the Company shall be protected from damage during
the course of the Work and the earth level shall not be changed within three feet of such
trees. Where necessary such trees and shrubs shall be protected by means of temporary
fencing. Existing trees on the site shall be carefully transplanted in accordance the
instruction from the Company.
26.15 Fossils and Antiques Etc.
All fossils, coins, articles of value or antiquity and structures or other remains or things
of geological or archaeological interests discovered on the site shall be deemed to be the
property of the Company and the Contractor shall take reasonable precautions to
prevent his Workmen or any other persons from removing or damaging any such article
or things and shall immediately upon discovery, shall arrange for the protection of the
same.
26.16 Environmental Laws.
The Contractor shall be solely liable for any breach of the Applicable Laws including the
environmental laws in relation to the Work to be undertaken under the Contract
Document.
26.17 Confidentiality
All documents, correspondence, decisions and orders and all the material that can be
inferred as confidential and/or proprietary to the Company concerning the Contractor
any other business of the Company shall be considered as confidential and/or restricted
in nature, by the Contractor and he shall not divulge or allow access or use including
reproduction by any means to any unauthorized person. Breach of confidentiality shall
invoke the provisions of Cl.21.3 during the Contract Period and any other legal remedy
thereafter.
26.18 Survivability

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(a) In case the Contract Documents terminates pursuant to Cl.21.2 or of GCC, unless
otherwise agreed by the Company and the Contractor, the rights and obligations of
the Company and the Contractor in respect of Clause 26.25 (Severability), Clause
3.10 (Contractor represents and warrant to the Company), Cl. 26.17
(Confidentiality), Cl. 22.2 (Loss or Damage and Indemnity Agreement), Cl. 5.1
(Governing Law), Cl. 25.2 (Dispute Resolution), all clauses mentioned herein are
those of GCC unless mentioned otherwise) shall continue to have effect in
accordance with their respective terms notwithstanding the termination of the
Contract Documents.
(b) The termination of the Contract Documents will not in any manner affect the rights
and obligations in respect of antecedent breaches of the Contract Documents by
the Contractor.
26.19 Further Assurance
From time to time, as and when requested by either Party hereto, the other Party shall
execute and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other actions, as such
other Party may reasonably deem necessary or desirable to consummate the
transactions contemplated under the Contract Documents and take such other actions
as may be reasonably requested from time to time in order to carry out, evidence and
confirm their rights and the intended purpose of the Contract Documents.
26.20 No Third-Party Beneficiaries
The Contract Documents is for the sole benefit of the Parties hereto and their permitted
assigns and nothing herein expressed or implied shall give or be construed to give to any
Person, other than the Parties hereto and such assigns, any legal or equitable rights,
remedy or claim under or by reason of the Contract Documents or any part hereof.
26.21 Waiver not altering Conditions
The Contract Documents may be amended or modified and any of the terms hereof may
be waived only by a written instrument duly executed by and between the Company and
the Contractor. Any failure by the Company to implement and / or insist compliance of
any term or condition contained of the Contract Documents, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other term
or condition of the Contract Documents on any future occasion.
26.22 Notices
All notices, demands or requests or other communication required or permitted under
the Contract Documents shall be written in English and shall be made by hand delivery,
registered post, facsimile transmission, certified mail, Federal Express or a similarly
internationally recognized overnight courier service or facsimile to the other Parties at
the address provided as follows:

In case to the Company:

Attention:
Address:
Telephone:
Email:

With a copy to:

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Attention:
Address:
Telephone:
Email:

In case to the CONTRACTOR:

[●]
Attention: [●]
Address: [●]
Telephone: [●]
Email: [●]
With a copy to:
Attention: [●]
Address: [●]
Telephone: [●]
Email: [●]

Any Party hereto may designate a different address by a notice similarly given to the
other Parties. Any such notice or communication shall be deemed given:
(a) when delivered by hand, if delivered on a business day;
(b) the next business day after delivery by hand if delivered by hand on a day that is
not a business day;
(c) 7 (seven) business days after being deposited for next day delivery with registered
post, air mail, Federal Express or by a similar internationally recognized overnight
courier service.
26.23 Counterparts
The Contract Documents may be executed in one or more counterparts, all of whom
shall be considered one and the same agreement and shall become effective when one
or more such counterparts have been signed by each of the Parties and delivered to the
other Party.
26.24 Entire Contract Documents
The Contract Documents contains the entire agreement and understanding between the
Parties hereto with respect to the subject matter hereof and supersede all prior
agreements, arrangements or understandings, if any, whether oral or in writing,
between the Parties on the subject matter hereof or in respect of matters dealt with
herein.
26.25 Severability
In case any provision of the Contract Documents (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or circumstance
shall be held invalid, illegal or unenforceable (in whole or in part) in any respect under
any Applicable Law, by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining portion
thereof) or the application of such provision to any other Persons or circumstances and
the remainder of the Contract Documents shall remain legally enforceable.
26.26 No Partnership or Agency

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None of the provisions herein shall be deemed to constitute a partnership between the
Parties and no Party shall have any authority to bind or shall be deemed to be the agent
of any other Party in any manner whatsoever.
26.27 Public Announcements
The Contractor shall not and shall procure that it will not permit any of its managers’,
members’, partners’, shareholders’, directors’, officers’, employees’ or other agents’ or
representatives’ or ‘Sub-Contractors’, to issue any information, document or article for
publication in any news or communications media or make any public statement in
relation to the Project and / or Site and / or Contract Documents without the prior
written consent of the Company unless required to do so by Applicable Law. Without
prejudice to the foregoing, any press release / advertisement / promotional material /
statement by the Contractor (or any person on its behalf) in relation to the Project, the
Site or any of the terms of the Contract Documents shall be coordinated by the
Contractor with the Company and shall be subject to the Company’s prior written
approval. Further, the Contractor shall not without the prior written consent of the
Company display its name or any other logo or any other symbol belonging to him on
any part of the Site / Works / Yard.
26.28 Costs and Expenses
Except where the Contract Documents provides otherwise, Contractor and the Company
shall each pay its own Costs and expenses (including legal fees) arising from the
negotiation, preparation and implementation of the Contract Documents, all related
documents and entering into this transaction.

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