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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT … FOR QUOTATION FOR SUPPLY OF RUPAY...` REQUEST...

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` NPCI Confidential Page 1 REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA (PMJDY) RFQ Reference Number: NPCI/RFQ/2014-15/IT/0013 Dated 18.09.2014 National Payments Corporation of India C-9 8 th , Floor RBI Premises, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. Tel: +91-22-26 57 31 50 Fax: +91-22 – 26 57 10 01 Website: www.npci.org.in
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Page 1: REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT … FOR QUOTATION FOR SUPPLY OF RUPAY...` REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

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NPCI Confidential Page 1

REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN

DHAN YOJNA (PMJDY)

RFQ Reference Number: NPCI/RFQ/2014-15/IT/0013 Dated 18.09.2014 National Payments Corporation of India C-9 8th, Floor RBI Premises, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. Tel: +91-22-26 57 31 50 Fax: +91-22 – 26 57 10 01 Website: www.npci.org.in

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NPCI Confidential Page 2

REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

Contents

1. BID Schedule and Address ................................................................................ 6

2. Introduction ...................................................................................................... 7

2.1 About NPCI: ...................................................................................................................... 7

2.2 Objective of this RFQ ......................................................................................................... 7

2.3 Scope of Work and Key terms: ............................................................................................ 7

3. Eligibility Criteria ............................................................................................ 10

4. Instruction to Bidders ..................................................................................... 10

4.1 RFQ: .............................................................................................................................. 10

4.2 Content of Bidding Document:........................................................................................... 10

4.3 Bid Price: ........................................................................................................................ 11

4.4 Period of Validity of Bids: .................................................................................................. 11

4.5 Format of Bid: ................................................................................................................. 11

4.6 Signing of Bid: ................................................................................................................ 11

4.7 Submission of Bid: ........................................................................................................... 11

4.8 Contents of the Envelope: ................................................................................................. 11

4.9 Bid Submission ................................................................................................................ 12

4.10 Bid Currency ................................................................................................................. 12

4.11Bid Language ................................................................................................................. 12

4.12 Rejection of Bid ............................................................................................................. 12

4.13 Deadline for Submission ................................................................................................. 12

4.14 Extension of Deadline for submission of Bid ....................................................................... 12

4.15 Late Bid ........................................................................................................................ 13

4.16 Modifications and Withdrawal of Bids ................................................................................ 13

4.17 Right to Reject, Accept/Cancel the bid .............................................................................. 13

4.18 RFQ Abandonment ......................................................................................................... 13

4.19 Bid Evaluation Process: .................................................................................................. 13

4.20 Contacting NPCI: ........................................................................................................... 13

5. Bid Opening ..................................................................................................... 13

5.1 Opening of Bids: .............................................................................................................. 13

5.2 Opening of Commercial Bids: ............................................................................................ 13

6. Bid Evaluation ................................................................................................. 14

6.1 Preliminary Examination of Commercial Bids: ...................................................................... 14

6.2 Evaluation of Commercial Bids: ......................................................................................... 14

6.3 Successful Evaluated Bidder: ............................................................................................ 16

6.4 Rate Contract:................................................................................................................. 16

7. Terms and Conditions ...................................................................................... 17

7.1 Notification of Empanelment: ............................................................................................ 17

7.2 Taxes and Duties: ............................................................................................................ 17

7.3 Terms of Delivery: ........................................................................................................... 17

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

7.4 Penalty for default in delivery: .......................................................................................... 17

7.5 Warranties:..................................................................................................................... 17

7.6 Payment Terms: .............................................................................................................. 18

7.7 Price: ............................................................................................................................. 18

7.8 Intellectual Property: ....................................................................................................... 18

7.9 Confidentiality: ................................................................................................................ 18

7.10 Bidder’s Liability ............................................................................................................ 18

8. Indemnity ....................................................................................................... 19

9. Confidentiality ................................................................................................. 19

10. Termination of Contract .................................................................................. 19

11. Documents forms to be put in Envelope ‘A’ ..................................................... 21

12. Annexure B: Declaration for Acceptance of RFQ Terms and Conditions ........... 22

13. Annexure C: Declaration for Acceptance of Scope of Work .............................. 23

14. Annexure D: Letter of Undertaking .................................................................. 24

15. Annexure E: Bill of Materials ........................................................................... 25

16. Annexure F: Commercial Bid Format ............................................................... 27

17. Annexure G: Draft Forwarding Letter .............................................................. 29

18. Annexure H: NON-DISCLOSURE AGREEMENT................................................... 31

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

Copyright Notice Copyright© 2014 by National Payments Corporation of India. All rights reserved. Disclaimer The information contained in this Request for Quotation (RFQ) document or formation provided subsequently to Bidder or applicants whether verbally or in documentary form by or on behalf of National Payments Corporation of India (NPCI), is provided to the Bidder on the terms and conditions set out in this RFQ document and all other terms and conditions subject to which such information is provided. This RFQ document is not an agreement and is not an offer or invitation by NPCI to any parties other than the applicants who are qualified to submit the bids (“Bidders”). The purpose of this RFQ document is to provide Bidder with information to assist the formulation of their proposals. This RFQ document does not claim to contain all the information each Bidder may require. Each Bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFQ document and where necessary obtain independent advice. NPCI makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFQ document. NPCI may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFQ document. Further, NPCI shall select all such empanelled vendors for supplying Personalised RuPay Debit Cards under uniform card design as prescribed under Pradhan Mantri Jan Dhan Yojna (PMJDY) who match the price discovered in the process. Important Detail about RFQ Note: Bids will be opened in the presence of the Bidders' representative who chooses to attend Bid opening meeting. Checklist The following items must be checked before the Bid is submitted: 1. The commercial Bids have been prepared in accordance with the document. 2. Envelope A - Commercial Bid Response along with all annexures and declarations are as prescribed in the RFQ. 3. Copy of the RFQ document signed by the Authorized signatory. 4. All relevant certifications, audit reports, to be enclosed to support claims made in the Bid must be in Envelope A. 5. All the pages and submitted document as part of Bid must be duly sealed and signed by the signatory. 6. Prices to be quoted only in Indian Rupees (INR).

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

Abbreviations and Acronyms “NPCI” means National Payments Corporation of India. “RFQ” means Request for Quotation “IBA” means Indian Banks Association

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

1. BID Schedule and Address

Sr Particulars Details & addresses Timelines

1 Release of Request for Proposal for bidders

Managing Director & CEO, National Payments Corporation of India, RBI Complex, C-9, 8th Floor, BKC Complex, Mumbai – 400 051

September 18, 2014, End of the Day

2 Receipt of queries and

request for clarification on

the RFQ Document.

By email to [email protected] [email protected]

Sep. 20, 2014, 18.00 hours

3 Pre bid response Chief Project Officer, National Payments Corporation of India, Nirlon Complex, Western Express Highway, Goregaon (East), Mumbai at [email protected]

Sep. 22, 2014

4 Last date and time for

submission of bid

To be addressed to Managing Director & CEO, National Payments Corporation of India, RBI Complex, C-9, 8th Floor, BKC Complex, Mumbai to be submitted in the office of Indian Banks Association

Sep. 25, 2014 at 4.00 PM

5 Date of opening of

Commercial Bids

Indian Banks Association, World Trade Centre, Centre One Building, World Trade Centre Complex, Sixth Floor, Cuff Parade, Mumbai – 400 005

Sep. 25, 2014 at 4.30 PM

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

2. Introduction

2.1 About NPCI: National Payments Corporation of India (NPCI) is a registered company under Section 8 of the Companies Act, 2013 with its Registered Office in Mumbai, India. NPCI is promoted by 10 banks in India under the aegis of the Indian Banks Association with majority shareholding by Public Sector Banks. The 10 promoter banks are State Bank of India, Punjab National Bank, Canara Bank, Bank of Baroda, Bank of India, Union Bank of India, ICICI Bank Ltd, HDFC Bank Ltd, Citibank, and HSBC.

2.2 Objective of this RFQ Common and Centralised Request for Quote (RFQ) for supplying RuPay Debit Cards under uniform card design as prescribed under Pradhan Mantri Jan Dhan Yojna (PMJDY)

2.3 Scope of Work and Key terms:

2.3.1 The Prime Minister of India declared on Aug. 28, 2014 that each household in the country needs to be financially included by opening of at least one Bank account for each household and provide them with RuPay Debit cards. It is expected that over 50 million RuPay cards would need to be provided by Banks to the first time account holders under the program. Since, the program is time specific, it is proposed to notify a common RFQ with the following objectives:

i) Personalised RuPay Cards to be supplied as per uniform card design prescribed under the program

ii) Ensure that RuPay Debit cards as per uniform design and separate IINs are commenced by Nov. 01, 2014.

iii) To achieve the economies of scale as volumes are expected to be large iv) To avoid the process of adopting RFQ route of price discovery by all participating banks v) To ensure timely delivery of RuPay cards to the participating banks vi) To ensure that quality of RuPay Cards & Holograms is maintained throughout the

program vii) To centrally resolve any day to day procedural issue or redressal of grievance(s), if any.

2.3.2 In view of the above, it is, therefore, proposed to procure RuPay Debit Cards by participating Banks under uniform card design prescribed under the program. All vendors existing and future shall be eligible to supply RuPay Cards to the participating Banks subject to their explicit concurrence to match the price finalized under the RFQ and meeting the quality standards and turn-around time (TAT) mutually agreed. 2.3.3 It may be noted that aforesaid number is only indicative based upon the progress made so far and envisaged number of cards. The actuals may vary widely. Therefore, vendors are advised to

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

ascertain the numbers from their own resources and decide. No obligation whatsoever arises on NPCI by notifying the RFQ. 2.3.4 We advise that as per the existing announcement, the program is expected to run from Nov. 01, 2014 to Dec. 31, 2014 / Jan 31, 2015. However, the possibility of extension of this program beyond prescribed date is not ruled out. Participating vendors will be bound to supply the RuPay Debit cards under PMJDY to the Banks at the rate agreed in this RFQ as per the quantity. 2.3.5 The price finalized under this RFQ will be valid for a period of 12 months from the date of issue of the Notification of empanelment. We may notify another RFQ after the expiry of rate contract. 2.3.6 It may be noted that Banks are not bound to procure RuPay Cards at the price finalized under this RFQ. Banks will be at liberty to continue with their existing arrangement or adopt their own process to procure RuPay cards and associated material from the vendor of their choice. 2.3.7 Banks will be at liberty to procure whether all articles and select articles indicated under RFQ. We will declare the price of each article referred hereunder and Banks will decide their requirements based upon their approach in this regard. 2.3.8 Participating Banks would need to declare their intent to give their assent / dissent to participate in the process within seven days from the declaration of price and advise the prospective number of RuPay Cards expected to be procured by them. The rate will be applied as per quantity declared upfront by the Bank. Final adjustment in this regard will be made as per actual RuPay cards procured by Banks. 2.3.9 It is advised that price discovered in this RFQ will be applicable to RuPay Cards supplied by empanelled vendors as per uniform card design under PMJDY scheme. The RuPay cards being supplied by them as per existing card design will continue as per existing arrangements with Banks. 2.3.10 In case, participating Banks require some additional material from the vendor viz., printing of some offers, Dos or Don’ts etc., the price for such additional work would need to separately negotiated by respective banks with their selected vendors and is outside the scope of this RFQ. 2.3.11 Banks will be at liberty to procure RuPay Cards under PMJDY scheme from any of the participating card vendor of their choice at the price finalized herein. The cost, if any, for setting up new bank at vendor side will be borne by the vendor. 2.3.12 The RuPay cards to be supplied by vendor shall be in Ready to Dispatch form. Banks will make their own arrangement, with whomsoever including card supplier, for dispatch of RuPay cards and / or Pin mailers as they deem fit. 2.3.13 The participating vendors should note that they will participate in the RFQ at their own costs. No obligation whatsoever arises on NPCI, IBA or Banks in this regard. 2.3.14 NPCI reserves the right to cancel / modify the RFQ without assigning any reason. The decision of committee constituted in this regard will be final and binding on all participating in the RFQ.

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

2.3.15 The uniform user guide for PMJDY cards would be provided by NPCI that will be finalized in consultation with Banks and IBA. In case, any changes in uniform user guides are proposed by any Bank that would need to be finalized between Bank(s) and vendor(s). 2.3.16 Since, the RFQ is being notified with a view to expedite the supply of RuPay Cards under PMJDY Cards, it is requested to make pre-bid queries by mail at the email address provided in schedule of activities in Section -1 in table providing Bid Schedule and addresses. NPCI will respond the queries raised by vendors intending to participate with our response thereto wherever considered appropriate within 24 hours from the date of close of Pre-bid queries date. Any query received after the prescribed date will not be entertained. The response to all the queries will be in the form of notification on the website of IBA and NPCI. 2.3.17 Since the RFQ is being notified to the RuPay empanelled vendors only, no eligibility or technical evaluation will need to be conducted in this regard. Commercials bids as per the procedure explained in Annexure-F shall be adopted for commercial evaluation. 2.3.18 In case, it is noted at any point of time that bidder has furnished incorrect information, such bidder will be liable to delisted from empanelment as RuPay accredited vendor or penalized as decided by the committee consisting of IBA, Bank officials and NPCI. The decision of the committee shall be binding on all. 2.3.19 Deviation or suggestion, if any, should be mentioned in the Annexure to the Draft forwarding letter in Annexure-G. The deviation or suggestion whatsoever mentioned should also contain the commercial implication, if any, emerging out acceptance of such deviation/suggestion. Mention of deviation / suggestion elsewhere in the document shall render such noting as NIL.

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

3. Eligibility Criteria

3.1 Pre-requisite: The Bidder should possess the requisite experience, resources and capabilities in providing the services necessary to meet the requirements, as described in the tender document. The Bidder should also possess the technical know-how and the financial wherewithal that would be required to complete the scope of work. The bid must be complete in all respects and should cover the entire scope of work as stipulated in the document. Bidders not meeting the Eligibility Criteria will not be considered for further evaluation. 3.2 Eligibility Criteria:

i. Only NPCI Empanelled vendors for RuPay Card Manufacturing / Personalisation will be eligible for participating in the RFQ.

ii. Such vendors who are empanelled by NPCI during the RFQ process of hereinafter and are prepared to match the price discovered shall be allowed to offer their services to the Banks.

iii. Commercials bids only, as per the procedure explained in the RFQ, shall be adopted for commercial evaluation.

4. Instruction to Bidders

A. The Bidding Document

4.1 RFQ: 4.1.1 RFQ shall mean Request for Quotation 4.1.2 Bid, Tender and RFQ are used to mean the same.

4.2 Content of Bidding Document: 4.2.1 The Bid shall be in 1 envelope only i.e. Envelope A.

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

B. Preparation of Bid

4.3 Bid Price:

4.3.1 Prices should be inclusive of all taxes, duties except Octroi. Octroi will be paid additionally, at actual on production of receipt.

4.4 Period of Validity of Bids:

Bids shall remain valid for a period of 30 days after the date of bid opening as mentioned in Section 1 or as may be extended from time to time. NPCI holds the right to reject a bid valid for a period shorter than aforesaid period as non-responsive, without any correspondence.

4.5 Format of Bid:

4.5.1 The Bidders shall prepare one hard copy (marked as “ORIGINAL‟) of the Bid.

4.6 Signing of Bid:

4.6.1 The Bid shall be signed by a person or persons duly authorized to sign on behalf of the Bidder.

4.7 Submission of Bid: Envelope Bidding process:

4.7.1 The Bid shall be prepared in 1 envelope i.e. Envelope A.

4.7.2 The Envelope shall then be sealed and marked as ‘Request for Quotation (RFQ) for Supply of “REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA (PMJDY).”

4.7.3 The envelope shall

i. Be addressed to NPCI at the address mentioned in Section 1

ii. If the envelope is not sealed and not marked as indicated, NPCI will assume no responsibility for the bid’s misplacement or premature opening.

4.8 Contents of the Envelope:

4.8.1 Envelope “A‟. The following documents shall be inserted inside Envelope A:

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

Annexure A: Bidder’s Information Annexure B: Declaration for Acceptance of RFQ Terms and Conditions Annexure C: Declaration for Acceptance of Scope of Work Annexure D: Letter of Undertaking Annexure E: List of Bill of Material Annexure F: Commercial Bid Format Annexure G: Draft Forwarding Letter

Annexure H: Non-Disclosure Agreement

4.9 Bid Submission Bids sealed in accordance with the Instructions to Bidders should be delivered at the address as mentioned in the Section 1. The offers should be made strictly as per the formats given in the RFQ. No columns of the tender should be left blank. Offers with insufficient/inaccurate information and Offers which do not strictly comply with the stipulations given in this RFQ, are liable for rejection.

4.10 Bid Currency All prices shall be expressed in Indian Rupees only.

4.11Bid Language The Bid shall be in English Language.

4.12 Rejection of Bid The Bid is liable to be rejected if: a) The document doesn’t bear signature of authorized person. b) It is received through Telegram/Fax/E-mail. c) It is received after expiry of the due date and time stipulated for Bid submission. d) Incomplete/incorrect Bids, including non –submission or non-furnishing of requisite documents / Conditional Bids / Bids not conforming to the terms and conditions stipulated in this Request for Proposal are liable for rejection by NPCI. e) No Bid shall be rejected at bid opening, except for late bids.

4.13 Deadline for Submission The last date of submission of bids is given in Section 1, unless amended by NPCI through notification on its website.

4.14 Extension of Deadline for submission of Bid NPCI may, at its discretion, extend this deadline for submission of bids by amending the Bidding Documents which will be intimated through NPCI website, in which case all rights and obligations of NPCI and Bidders will thereafter be subject to the deadline as extended.

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4.15 Late Bid Bids received after the scheduled time will not be accepted by the NPCI under any circumstances. NPCI will not be responsible for any delay due to postal service or any other means.

4.16 Modifications and Withdrawal of Bids Bids once submitted will be treated, as final and no further correspondence will be entertained on this. No Bid will be modified after the deadline for submission of bids.

4.17 Right to Reject, Accept/Cancel the bid NPCI reserves the right to accept or reject, in full or in part, any or all the offers without assigning any reason whatsoever. NPCI does not bind itself to accept the lowest or any tender and reserves the right to reject all or any bid or cancel the Tender, any time during the tender process, without assigning any reason whatsoever. NPCI also has the right to re-issue the Tender without the Vendors having the right to object to such re-issue.

4.18 RFQ Abandonment NPCI may at its discretion abandon this RFQ process any time before Notification of Empanelment.

4.19 Bid Evaluation Process:

The Bid Evaluation will be carried out in 1 stage as detailed in Section 5.

4.20 Contacting NPCI: From the time of bid opening to the time of Contract award, if any Bidder wishes to contact NPCI for seeking any clarification any matter related to the bid, it should do so in writing.

5. Bid Opening

5.1 Opening of Bids: 5.1.1 Bids will be opened in 1 stage only: Stage 1 – In the first stage only the Commercial Bids i.e. Envelope A, will be opened.

5.2 Opening of Commercial Bids: 5.2.1 NPCI will open Envelope “A” in presence of Bidders‟ representative(s) who choose to be present on the date, time and address mentioned in Section 1 or as amended by NPCI from time to time.

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5.3.2 The representatives of the Bidder have to produce an identity proof from the Bidders to represent them at the time of opening of Commercial bids. Only one representative will be allowed to represent each Bidder. In case the Bidder’s representative is not present at the time of opening of bids, the bids will still be opened at the scheduled time at the sole discretion of the NPCI.

6. Bid Evaluation

6.1 Preliminary Examination of Commercial Bids: 6.1.1 NPCI will examine the bids to determine whether they are complete, whether required information have been provided as underlined in the bid document, whether the documents have been properly signed, and whether bids are generally in order. 6.1.2 NPCI may waive any minor informality, non-conformity or irregularity in a bid that does not constitute a material deviation provided such waiver does not prejudice or affect the relative ranking of any Bidder. 6.1.3 If a Bid is not substantially responsive, it will be rejected by NPCI and may not subsequently be made responsive by the Bidder by correction of the nonconformity.

6.2 Evaluation of Commercial Bids: 6.2.1 The Commercial Evaluation will be based on the following broad parameters:

i) Commercial quotes of participating vendors will be opened in the presence of representatives of empanelled vendors should they desire to witness the process and representatives from Banks, IBA and NPCI on the date and time as prescribed under the schedule provided in the RFQ document. It may be noted that no separate communication in this regard will be sent for participation. Empanelled vendors are advised to communicate in advance the details of their representatives participating to witness the opening of commercial bids. Such information must be provided at least two days prior to the scheduled date. Participation is restricted maximum to two representatives from one vendor. We expect that senior officials having decision making authority should participate in the meeting to close the RFQ process and implement the program.

ii) The commercial bids so opened will be evaluated on the basis of formula arrived at by a committee consisting of officials from Banks, IBA and NPCI. The committee will prescribe the weightage for each of the items in the Commercial BID format and bucket and declare before opening of commercial bids.

iii) Commercials quote should include stuffing as desired including any extraneous material supplied by any participating banks at their option. In other words, no additional cost would be paid for stuffing.

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REQUEST FOR QUOTATION FOR SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA

iv) The participating Banks will have the option to procure all of few or one of the selected items from any one or more participating vendors. The vendors will be bound to supply the item(s) as per prescribed rate and scheduled time.

v) The committee will declare the per unit price of RuPay PMJDY cards in Ready for Dispatch condition on successful evaluation of commercial bids and declare the L-1 bidder. Opportunities will be given to remaining vendors to match the price of L-1 vendors. Vendors will be given a period of not more than three working days to accept the declared price. The list of empanelled vendors who agree to match L-1 price will be released to participating banks for procurement of PMJDY RuPay Cards Debit at the price and terms contained therein.

vi) Each of the participating vendor is required to submit the capacity that it can spare for manufacturing and/or personalization of RuPay Cards under PMJDY as per the following format(s):

A. Card Manufacturing Vendors:

Sr Particulars Response

1 Existing installed capacity for manufacturing RuPay Cards (Lacs per day)

2 Existing utilized Capacity (lacs per day)

3 Unutilized capacity (lacs per day)

4 Any increase in capacity envisaged (lacs per day)

5 If yes to above, increased capacity assured from a) Nov. 01, 2014 b) Dec. 01, 2014

6 Time required for ensuring that blank plastic are ready to supply position as per approved design to RuPay Card personalization vendors.

B. Card Personalisation Vendors:

Sr Particulars Response

1 Existing installed capacity for Personalisation of RuPay Cards (Lacs per day)

2 Existing utilized Capacity (lacs per day)

3 Unutilized capacity (lacs per day)

4 Any increase in capacity envisaged (lacs per day)

5 If yes to above, increased capacity assured from a)Nov. 01, 2014 b)Dec. 01, 2014

6 Turnaround time required to keep the cards duly personalized in Ready to dispatch position from the date of receipt of card embossing and Pin block files at the vendor

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end

6.2.2 Existing Method: Arithmetic errors in the Bids submitted shall be treated as follows: a. Where there is a discrepancy between the amounts in figures and in words, the amount in words shall govern; and b. Where there is a discrepancy between the unit rate and the line item total resulting from multiplying the unit rate by the quantity, the unit rate will govern unless, in the opinion of the committee, there is obviously a gross error such as a misplacement of a decimal point, in which case the line item total will govern. c. Where there is a discrepancy between the amount mentioned in the bid and the line item total present in the Commercial Bid, the amount obtained on totalling the line items in the Commercial Bid will govern.

6.3 Successful Evaluated Bidder: 6.3.1 Bidder who has quoted the lowest will be declared as successful evaluated bidder who will be called L1 Bidder. Other participating bidders shall be given the opportunity to match the price of L 1 bidder and shall be included in list of vendors selected for supply of RuPay Debit Cards under uniform card design.

6.4 Rate Contract: 6.4.1 The price finalized under this RFQ will be valid for a period of 12 months from the date of issue of the Notification of empanelment. We may notify another RFQ after the expiry of rate contract. 6.4.2. It may be noted that Banks are not bound to procure RuPay Cards at the price finalized under this RFQ. Banks will be at liberty to continue with their existing arrangement or adopt their own process to procure RuPay cards and associated material from the vendor of their choice. 6.4.3. Banks will be at liberty to procure whether all articles and select articles indicated under RFQ. We will declare the price of each article referred hereunder and Banks will decide their requirements based upon their approach in this regard.

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7. Terms and Conditions

7.1 Notification of Empanelment: 7.1.1 After selection of the L1 bidder and after obtaining internal approvals and prior to expiration of the period of Bid validity, NPCI will release the list of banks participating in PMJDY for supply of RuPay Debit cards as per uniform card design. 7.1.2 Failure of the successful Bidder to comply with the above requirements shall constitute sufficient grounds for the annulment of the award. 7.1.3 Banks reserve the right to place repeat order to the selected bidder.

7.2 Taxes and Duties: 7.2.1 All taxes deductible at source, if any, at the time of release of payments, shall be deducted at source as per then prevailing rates while making any payment. 7.2.2 Prices should be inclusive of all taxes, duties except Octroi. Octroi will be paid additionally, at actual on production of receipt. 7.2.3 The benefits realized by supplier due to lower rates of taxes, duties, charges and levies shall be passed on by the Supplier to participating Banks under this RFQ.

7.3 Terms of Delivery: 7.3.1 Turnaround time of 24 hours (exclusive of Sundays, Public and Bank holidays) from receipt of embossing file/ stationary requirements to delivery to Banks. It may be noted that the Cut-off time of the day for the purpose of TAT will be mutually agreed between bank and selected bidder.

7.4 Penalty for default in delivery: 7.4.1 For any delay in beyond turnaround time of 24 hours from receipt of embossing file / stationary requirements request from participating Banks, a penalty @ INR 100,000/-(INR 1lac ) per day will be charged. 7.4.2 In the case of delay in compliance with the order beyond 10 days of the stipulated time period, Banks will have the right to cancel the order.

7.5 Warranties: 7.5.1 Bidder guarantees the whole of the Goods against any defects or failure, which arise due to faulty materials, workmanship or design.

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Any Goods are found to be damaged or defective or not acceptable, they shall promptly be replaced or rectified /re-furnished or rendered by Bidder at its own cost (including the cost of dismantling and reinstallation) on the request of Bank and if removed from the Site for such purpose, Bidder has to repair or replace / re-furnish, rendered all goods shall be removed and re-delivered to - NPCI by Bidder at its own cost. Goods which are so replaced or rectified are guaranteed by Bidder in accordance with the provisions of this Clause for a period of 12 months from the date of replacement or rectification.

7.6 Payment Terms: The payment terms shall is as follows. 7.6.1 No advance payment will be made. 7.6.2 The vendors will raise invoice for the quantities supplied along with documentary evidence during the month by seventh day of subsequent month. The participating bank will release payment in full to the vendor within 15 working days from the receipt of the bill with complete documentation. Any delay in payment beyond the prescribed period will attract interest incidence @12% per annum.

7.7 Price: There shall be no increase in price for any reason whatsoever during the period of 12 months from the date of issuance of notification of empanelment.

7.8 Intellectual Property: Intellectual Property Rights in all Standard software and all off-the-shelf software shall remain vested in the owner of such rights.

7.9 Confidentiality: The Bidder shall (whether or not he submits the tender) treat the details of the documents as secret and confidential.

7.10 Bidder’s Liability 7.10.1 The selected Bidder will be liable for all the deliverables. 7.10.2 The Bidder’s aggregate liability in connection with obligations undertaken as part of the Project regardless of the form or nature of the action giving rise to such liability (whether in contract, tort or otherwise), shall be at actual and limited to the value of the contract. 7.10.3 The Bidder’s liability in case of claims against NPCI or Bank liability in case of claims against NPCI or Bank resulting from gross misconduct or gross negligence of the Bidder, its employees, contractors, and subcontractors or from infringement of patents, trademarks, copyrights or such other Intellectual Property Rights or breach of confidentiality obligations shall be unlimited.

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8. Indemnity

8.1 The bidder shall indemnify, protect and save NPCI and hold NPCI harmless from and against all claims, losses, costs, damages, expenses, action suits and other proceedings, (including reasonable attorney fees), relating to or resulting from any act or omission or negligence or misconduct of the bidder and its employees and representatives, breach of the terms and conditions of the agreement or purchase order, false statement by the bidder, employment claims of employees of the bidder, third party claims arising due to infringement of intellectual property rights, death or personal injury attributable to acts or omission of bidder, violation of statutory and regulatory provisions including labour laws, laws related to information technology and intellectual property rights, breach of confidentiality obligations, breach of warranty. 8.2 Indemnity would be limited to court or arbitration awarded damages and shall exclude indirect, consequential and incidental damages and compensation. However, in case of damages, loss or liabilities suffered by NPCI arising out of claims made by its customers and/or regulatory authorities, indemnity would be unlimited.

9. Confidentiality

9.1 The Bidder and subcontractors if any shall (whether or not it submits the tender) treat the details of the documents as secret and confidential. The Successful Bidder shall execute separate NDA on the lines of the draft provided in the Annexure H hereof. 9.2 In the event of disclosure of Confidential Information to a third party in default of the provisions of this Clause, the defaulting party shall use all reasonable endeavors to assist the supplying party in recovering and preventing such third party from using, selling or otherwise disseminating of such information. 9.3 The Parties obligations under this Section shall extend to the non-publicizing of any dispute arising out of this Agreement. 9.4 The terms of this clause shall continue in full force and effect for a period of three (3) years from the date of disclosure of such Confidential Information. 9.5 In the event of termination of this Agreement, upon written request of the disclosing Party, the receiving Party shall immediately return the disclosing Party’s Confidential Information, or at the disclosing Party’s option destroy any remaining Confidential Information and certify that such destruction has taken place.

10. Termination of Contract

10.1 For Convenience: NPCI by written notice sent to Bidder may terminate the contract in whole or in part at any time for its convenience giving one months prior notice. The notice of termination shall specify that the termination is for convenience the extent to which Bidder’s performance under the contract is terminated and the date upon which such termination become effective

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10.2 For Insolvency: NPCI may at any time terminate the contract by giving written notice to Bidder, if Bidder becomes bankrupt or insolvent. In this event, termination will be without compensation to Bidder, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to NPCI. 10.3 For Non-Performance: NPCI reserves its right to terminate the contract in the event of Bidder’s repeated failures (say more than 3 occasions in a calendar year to maintain the service level prescribed by NPCI.

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11. Documents forms to be put in Envelope ‘A’

Annexure A: Bidder’s Information

(On Company Letter head)

Sr. No

Details of the Bidder

1 Name of the Bidder (Prime)

2 Address of the Bidder

3 Status of the Company (Public Ltd/ Pvt. Ltd)

4 Details of Incorporation of the Company

Date Ref #

5 Valid Sales tax registration no.

6 Valid Service tax registration no.

7 Permanent Account Number (PAN)

8 Name & Designation of the contact person to whom all references shall be made regarding this tender

9 Telephone No. (with STD Code)

10 E-Mail of the contact person:

11 Fax No. (with STD Code)

12 Website

Signature: ___________________. Name:________________- Designation:_____________ Date: ________________, Place __________________

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12. Annexure B: Declaration for Acceptance of RFQ Terms and Conditions

(On Company Letter head)

To The Chief Executive Officer National Payments Corporation of India, C-9, 8th Floor, RBI Premises, BandraKurla Complex Bandra, Mumbai – 400 051. Sir, Subject: RFQ No. NPCI/RFQ/2014-15/IT/0013 dated 18th Sep 2014 for SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA (PMJDY) I have carefully gone through the Terms & Conditions contained in the above referred RFQ document. I declare that all the provisions of this RFQ are acceptable to my company. I further certify that I am an authorized signatory of my company and am, therefore, competent to make this declaration. Yours faithfully, (Signature of the Bidder) Printed Name Designation Seal Date: Business Address:

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13. Annexure C: Declaration for Acceptance of Scope of Work

(On Company Letter head)

To The Chief Executive Officer National Payments Corporation of India, C-9, 8th Floor, RBI Premises, BandraKurla Complex Bandra, Mumbai – 400 051. Sir, Subject: RFQ No. NPCI/RFQ/2014-15/IT/0013 dated 18th Sep 2014 for SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA (PMJDY) I have carefully gone through the Scope of Work contained in the above referred RFQ document. I declare that all the provisions of this RFQ are acceptable to my company. I further certify that I am an authorized signatory of my company and am, therefore, competent to make this declaration. Yours faithfully, (Signature of the Bidder) Printed Name Designation Seal Date: Business Address:

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14. Annexure D: Letter of Undertaking

(On Company Letter head)

To The Chief Executive Officer National Payments Corporation of India, C-9, 8th Floor, RBI Premises, BandraKurla Complex Bandra(E), Mumbai – 400 051. Sir, Reg.: RFQ No. NPCI/RFQ/2014-15/IT/0013 dated 18th Sep 2014 for SUPPLY OF RuPay DEBIT CARDS UNDER PRADHAN MANTRI JAN DHAN YOJNA (PMJDY) We submit our Bid Document herewith. We understand that • You are not bound to accept the lowest or any bid received by you, and you may reject all or any bid. • If our Bid for the above job is accepted, we undertake to enter into and execute at our cost, when called upon by you to do so, a contract in the prescribed form. Unless and until a formal contract is prepared and executed, this bid together with your written acceptance thereof shall constitute a binding contract between us. • If our bid is accepted, we are to be jointly and severally responsible for the due performance of the contract. Dated at____________this _______________day of __________2014. Yours faithfully For______________________ Signature:_______________ Name:___________________

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15. Annexure E: Bill of Materials

Following Bill of Material (BOM) is proposed to be procured by participating Banks. The BOM is expected to be uniform for all Banks participating in the program. As advised elsewhere, if some bank(s) desire any item beyond what is proposed hereunder, the banks would need to separately discuss the commercial associated with additional activity(ies)

SPECIFICATIONS/ DETAILS OF REQUIRED SERVICES AND DELIVERABLES

ITEM NAME ITEM DESCRIPTION

CLASSIC BASE CARD & PERSONALISATION

· Card can be with Matt or Gloss Lamination. · Pearlescent, minimum 760 micron card. It may be ensured

that thickness of RuPay PMJDY Cards should not in any case be lesser than any International card scheme and RuPay Cards & Marks specifications.

Size: CR 80 (86 mm x 54 mm x 0.76mm) Finishing: Card with Black Hico Magnetic Stripe, RuPay Hologram and white signature panel

NON-Photo : RuPay Magstrip: Both sides printing with four lines personalization (embossing & indenting) as per card design to be provided by Banks (High Resolution file of Uniform Card design has already been provided)

WINDOW ENVELOPE (For Welcome Kit)

Size :11 x 22 cm, 140 Gsm Art Paper, Left side PVC window 4.25” x 2”, Printing - 4 colours on Front side Banks Name and logo in Hindi and English. Matt Lamination - Die Cutting + Pasting+ Strip glue (self-adhesive) + Proper folding.

WELCOME LETTER A4 (21 x 29.7cm), 100 Gsm Maplitho Paper Printing 4 colours on both side (bi-lingual) with VDP Finishing : Cut sheets

USER GUIDE Closed: 4.724”(width) x 7.874” (Ht.) Open :9.448”(Width) x 7.874” (Ht.) 20 pages and 5 sheets 120 Gsm Art Paper Printing : 4 Colours on Front side and 4 Colours on Back side CMYK Finishing : Centre-pinning /Saddle Stitched

Card Pouch:

Size : 58 x 88 mm Paper : Tyvek, 55 gsm Thick 150 micron Printing : 4 colours on Front and back side

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Pin Mailer (With Patch applicator)

Size : 8” x 4” x 2 part. Paper : 1st Part – 58 Gsm tnpl Paper, 2nd Part – 75 Gsm CB & 3rd Part – 85 Gsm CF Paper Printing : 1st part - Single colour on front side & spot carbon on back side 2nd part - Four colour on front side & Single color on back side 3rd Part – Single colour on back side Finishing : Collating with patch application on back side of the second part

Personalization The personalization techniques as per RuPay Card Marks and Specifications should be followed for PMJDY RuPay cards.

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16. Annexure F: Commercial Bid Format

1. This bill of material provided in Annexure-E must be attached to the commercial bid. Commercial bids without the bill of material are liable for rejection.

i) The vendor can also mention any other cost associated with this RFQ. No request for

additional cost will be entertained. Such costs, wherever mentioned, will form part of commercial evaluation. Such cost must be explained in Annexure to the forwarding letter with commercial implication.

ii) The vendor must take care in filling price information in the commercial version, to

ensure that there are no typographical or arithmetic errors. All fields must be filled up correctly.

iii) In case of any discrepancy between words and figures, the unit price in words will

prevail.

2. All participating Banks are required to obtain RuPay Cards as per uniform design from the RuPay Empanelled card manufacturing & personalization vendors. The quantities, although, quite large, will differ from Bank to Bank depending upon level of their participation. The uniform card design and other collaterals would need to be superscripted with participating Banks’ specific logo, name and branding as hitherto. We, therefore, seek quote applicable to several ranges envisaged that would be applicable to respective banks on the basis of cards and other material procured by them. 3. The payment terms shall is as follows. No advance payment will be made. The vendors will raise invoice for the quantities supplied along with documentary evidence during the month by seventh day of subsequent month. The participating bank will release payment in full to the vendor within 15 working days from the receipt of the bill with complete documentation. Any delay in payment beyond the prescribed period will attract interest incidence @12% per annum. 4. We also advise that same banks may not procure all the following items but with few select items only as few activities, Pin mailers, Card personalization, user guide etc. are being done by them in-house or their existing arrangement. We, therefore, advise that participating vendors quote their commercials as per respective numbers for each of the following details:

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Commercial Bid Format (Please submit on this format only) (Amt. in INR)*

Sr Number / Items Above 5 lacs but < 10 lacs

10 lacs and above but < 25 lacs

25 lacs and above but < 50 lacs

above 50 lacs

1 Price of one RuPay card plastic as per uniform design already provided to all vendors

2 Price of one card Personalisation as per RuPay cards & Marks specification

3 Price of personalization of one card

4 Price of one PIN including stationery and printing

5 Price of one window envelope including printing

6 Price including stationery and printing of one set of User Guide booklet

7 Price of one card pouch including stationery and printing.

8 Price of one welcome letter per page including stationery and printing.

9 Stuffing, Gumming, Pasting, and handling till dispatch.

10 Cost of one finished welcome kit : Supply & Personalization/Printing of Cards, PIN Mailer, Welcome letter, Window Envelope, User Guide, Card pouch etc. Stuffing the contents in window envelope, sealing it and dispatch to the offices of Bank as per instructions.

11 SUMMARY: Classic Mag - strip cards – 500 lacs cards

12 Total Cost of Ownership

*Amount quoted should be inclusive of applicable taxes

It may be noted that aforesaid number is only indicative based upon the progress made so far and envisaged number of cards. The actuals may vary widely. Therefore, vendors are advised to ascertain the numbers from their own resources and decide. No obligation whatsoever arises on us by notifying the RFQ.

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17. Annexure G: Draft Forwarding Letter

The Managing Director & Chief Executive Officer, National Payments Corporation of India, RBI Complex, C-9, 8th Floor, Bandra Kurla Complex, Mumbai Dear Sir,

Participation in RFQ for supplying RuPay cards under PMJDY

We refer to your Request for Quote dated 18th Sep 2014 for supply of RuPay Debit Cards as per uniform card design prescribed for the purpose. In this regard, we submit as under:

i) We have completely understood the RFQ and associated terms with their implications and convey our unconditional acceptance thereto in full.

ii) We submit Nil deviation from any provision of the RFQ / We wish to prescribe few deviations/ suggestions prescribed in the RFQ document, which are detailed in annexure to the forwarding letter. The commercial implication of such deviation for one million RuPay Cards under uniform card design under PMJDY scheme would be INR __________ (Delete whichever not applicable). We understand that this amount will be part of commercial evaluation.

iii) We are aware that NPCI is not responsible for ensuring any quantity that would need to be supplied under the program. The numbers whatsoever have been prescribed are only indicative.

iv) We are aware that participating banks may procure all or selected items prescribed under the RFQ. We agree to supply the items for which we have submitted the quote as per timelines given in our bid document.

v) We confirm that information submitted as response to RFQ is absolutely correct. We are aware that in case any such information turns out to be incorrect at later stage, we also understand that decision of the committee constituted for the purpose for imposing penalty and/or permanent disqualification shall be binding on us.

vi) We are aware that commercial bid submitted by us shall be valid for a period of 12 months. We agree to supply the material as prescribed in commercial bid document as per quoted terms.

2. We are fully aware of the cards and marks specifications of RuPay Debit cards and agree unconditionally to ensure meticulous compliance thereto. We confirm that quality of RuPay Cards supplied under the RFQ will be superior to minimum expected quality and shall be subject to audit at the discretion of NPCI at our cost. We understand that in the event it is noted that we have not been able to comply with the prescribe standards; we shall be liable to disqualification and/or penalty as imposed by committee constituted for the purpose, decision of which will be final and binding on us.

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3. We submit the following documents in response to the above mentioned RFQ for participating in the process:

a) Forwarding letter (with/without Annexure of deviations/suggestions) as per Annexure-A to Annexure D of RFQ

b) Acceptance of Annexure-E confirming to the quality prescribed for various items in Bill of Material document.

c) Commercial Bid as per format prescribed in Annexure-F of the RFQ. 4. We confirm our participation in bid opening proceedings as per details contained in of the RFQ document. We submit following official(s) will participate: (Pls. provide the Name, Designation, Mobile number, email address and correspondence address of participating officials) Yours sincerely, Sd/- Name & Designation with seal

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18. Annexure H: NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT This Agreement is made and entered on this -------- day of --------------, 2014 (“Effective Date”) between NATIONAL PAYMENTS CORPORATION OF INDIA, a company incorporated in India under Section 25 of the Companies Act, 1956 and having its registered office at C-9, 8th Floor, RBI Premises, Bandra-Kurla Complex, Bandra (East) Mumbai-400 051 (Hereinafter referred to as “NPCI”, which expression shall mean and include unless repugnant to the context, its successors and permitted assigns); AND __________________________________, a company registered in _______________and having its registered office at ____________________________________________________ (Hereinafter referred to as “-------”, which expression shall mean and include unless repugnant to the context, its successors and permitted assigns). The term “Disclosing Party” refers to the party disclosing the confidential information to the other party of this Agreement and the term “Receiving Party” means the party to this Agreement which is receiving the confidential information from the Disclosing Party. NPCI and ----- shall hereinafter be jointly referred to as the “Parties” and individually as a “Party”. NOW THEREFORE In consideration of the mutual protection of information herein by the parties hereto and such additional promises and understandings as are hereinafter set forth, the parties agree as follows: Article 1: PURPOSE The purpose of this Agreement is to maintain in confidence the various Confidential Information, which is provided between NPCI and ------ to perform the considerations (hereinafter called “Purpose”) set forth in below: (State the purpose:----------------------------------------------------------------------------) Article 2: DEFINITION For purposes of this Agreement, "Confidential Information" means the terms and conditions, and with respect to either party, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the Purpose (including, but not limited to, information identified as being proprietary and/or confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (i) is known to the public (through no act or omission of the Receiving Party in violation of this Agreement); (ii) is lawfully acquired by the Receiving Party from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the Receiving Party prior to its disclosure under this Agreement; (iv) was or is independently developed by the Receiving Party without

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breach of this Agreement; or (v) is required to be disclosed by governmental or judicial order, in which case Receiving Party shall give the Disclosing Party prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable the Disclosing Party to seek a protective order or other appropriate remedy at Disclosing Party‟s sole costs. Confidential Information disclosed orally shall only be considered Confidential Information if: (i) identified as confidential, proprietary or the like at the time of disclosure, and (ii) confirmed in writing within Seven (7) days of disclosure. Article 3: NO LICENSES This Agreement does not obligate either party to disclose any particular proprietary information; to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or products; or to enter into any other form of business, contract or arrangement. Furthermore, nothing contained hereunder shall be construed as creating, conveying, transferring, granting or conferring by one party on the other party any rights, license or authority in or to the Confidential Information disclosed under this Agreement. Article 4: DISCLOSURE 1. Receiving Party agrees and undertakes that it shall not, without first obtaining the written consent of the Disclosing Party, disclose or make available to any person, reproduce or transmit in any manner, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information save and except both parties may disclose any Confidential Information to their Affiliates, directors, officers, employees or advisors of their own or of Affiliates on a "need to know" basis to enable them to evaluate such Confidential Information in connection with the negotiation of the possible business relationship; provided that such persons have been informed of, and agree to be bound by obligations which are at least as strict as the recipient’s obligations hereunder. For the purpose of this Agreement, Affiliates shall mean, with respect to any party, any other person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with, such party. "Control", "Controlled" or "Controlling" shall mean, with respect to any person, any circumstance in which such person is controlled by another person by virtue of the latter person controlling the composition of the Board of Directors or owning the largest or controlling percentage of the voting securities of such person or by way of contractual relationship or otherwise. 2. The Receiving Party shall use the same degree of care and protection to protect the Confidential Information received by it from the Disclosing Party as it uses to protect its own Confidential Information of a like nature, and in no event such degree of care and protection shall be of less than a reasonable degree of care. 3. The Disclosing Party shall not be in any way responsible for any decisions or commitments made by Receiving Party in relying on the Disclosing Party's Confidential Information. Article 5: RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION The parties agree that upon termination/expiry of this Agreement or at any time during its currency, at the request of the Disclosing Party, the Receiving Party shall promptly deliver to the Disclosing Party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by

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the Receiving Party or its Affiliates or directors, officers, employees or advisors based on the Confidential Information and promptly certify such destruction. Article 6: INDEPENDENT DEVELOPMENT AND RESIDUALS Both parties acknowledge that the Confidential Information coming to the knowledge of the other may relate to and/or have implications regarding the future strategies, plans, business activities, methods, processes and or information of the parties, which afford them certain competitive and strategic advantage. Accordingly, nothing in this Agreement will prohibit the Receiving Party from developing or having developed for it products, concepts, tools or techniques that are similar to or compete with the products, concepts, tools or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. Article 7: INJUNCTIVE RELIEF The parties hereto acknowledge and agree that in the event of a breach or threatened breach by the other of the provisions of this Agreement, the party not in breach will have no adequate remedy in money or damages and accordingly the party not in breach shall be entitled to injunctive relief against such breach or threatened breach by the party in breach. Article 8: NON-WAIVER No failure or delay by either party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise of enforcement of any other right, remedy or power. Article 9: DISPUTE RESOLUTION If any dispute arises between the parties hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually agreed upon. In the absence of consensus about the single arbitrator, the dispute may be referred to joint arbitrators, one to be nominated by each party and the said arbitrators shall nominate a presiding arbitrator, before commencing the arbitration proceedings. Arbitration shall be held in Mumbai, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the parties. Article 10: GOVERNING LAW & JURISDICTION This Agreement shall be governed exclusively by the laws of India and jurisdiction shall be vested exclusively in the courts at Mumbai in India. Article 11: NON-ASSIGNMENT This Agreement shall not be amended, modified, assigned or transferred by either party without the prior written consent of the other party. Article 12: TERM This Agreement shall remain valid from the Effective Date until the termination or expiry of this Agreement. The obligations of each Party hereunder will continue and be binding irrespective of whether the termination / expiry of the Agreement for a period of five years after the termination / expiry of this Agreement.

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Article 13: INTELLECTUAL PROPERTY RIGHTS Neither Party will use or permit the use of the other Party’s names, logos, trademarks or other identifying data, or otherwise discuss or make reference to such other Party or infringe Patent, Copyrights, in any notices to third Parties, any promotional or marketing material or in any press release or other public announcement or advertisement, however characterized, without such other Party’s prior written consent. Article 14: GENERAL 1. Nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party. 2. This Agreement and the confidentiality obligations of the Parties under this Agreement supersedes all prior discussions and writings with respect to the Confidential Information and constitutes the entire Agreement between the parties with respect to the subject matter hereof. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken from this Agreement. 3. Any breach of any provision of this Agreement by a party hereto shall not affect the other party’s non-disclosure and non-use obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their duly authorized representatives as of the Effective Date written above. NATIONAL PAYMENTS CORPORATION OF INDIA

Successful Bidder Name

By Name: By Name:

Designation: Designation

~~~ End of Document ~~~


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