THE SALEM CO-OPERATIVE SUGAR MILLS LTD.,

MOHANUR - 637015.

NAMAKKAL DISTRICT.

Phone : 04286 255221 / 255224 Fax : 04286 255264Grams : SALEMSUGAR E-Mail:sacos07@yahoo.co.in

TENDER DOCUMENT FOR DESIGN, ENGINEERING,MANUFACTURING,

SUPPLY, ERECTION, TESTING & COMMISSIONING OFDECANTER WITH ALL NECESSARY ACCESSORIES

FOR

THE SALEM CO-OPERATIVE SUGAR MILLS LTD., MOHANUR 637015.

NAMAKKAL DISTRICT.TAMIL NADU.

THE SALEM COOPERATIVE SUGAR MILLS LTD.,MOHANUR-637 015, NAMAKKAL DISTRICT,TAMILNADU

Rc.No.14155/CC/09-10 Dt. 20.08.2011 TENDER NOTICE

Sealed tenders in prescribed Tender Document forms are invited by SALEM CO-OPERATIVE SUGAR MILLS LTD., Mohanur-637 015, Namakkal Dist., Tamil Nadu from the reputed Manufacturers / Dealers who have supplied and commissioned minimum in two sugar mills in India for Decanters for Filteration of Sugarcane muddy juice for a capacity of not less than 2500 TCD Sugar Plant in India during the past three years.

ii) Tender Forms are available at SALEM CO-OPERATIVE SUGAR MILLS LTD., Mohanur-637 015, Namakkal Dist., Tamil Nadu during working days except holidays from 22.08.2011 upto 05.09.2011 12.00 pm at the cost of Rs.10,000/- (inclusive of VAT) payable by way of Demand Draft or Bankers Cheque in favour of Special Officer, Salem Cooperative Sugar Mills Ltd. payable at Namakkal/Mohanur. The tender form can also be obtained by post by making written request to the Special Officer, Salem Cooperative Sugar Mills Ltd., along with postal charges of Rs.100/- in addition to the cost of tender form. And also download the same from the website www.tenders.tn.gov.in from 22.08.2011. In case the bidders downloading the tender form from website, they shall enclose D.D. for the above amount along with EMD.

iii) Earnest money deposit of Rs.1,00,000.- (Rs. One lakh only) is payable by demand draft or Bankers cheque in favour of The Special Officer, Salem Cooperative Sugar Mills Ltd., Namakkal Dist. on any Nationalised Bank payable at Namakkal/Mohanur and to be submitted in separate envelope.

iv) Tender in complete shape should reach The Commissioner of Sugar, EVR Building, 690, Anna Salai, Nandanam, Chennai-600 035 on or before 05.09.2011 at 2.30 p.m. and the technical bid will be opened on the same day at 3.00 p.m.

v) The detailed technical specification of the machinery are mentioned in the Tender form.

vi) The State Level Advisory Committee (SLAC) which is the Tender Accepting Authority reserve the right to accept or reject the tender without assigning any reason thereof.

The Salem Cooperative Sugar Mills Ltd.

Namakkal Dist., Tamil Nadu

Special Officer

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Price Rs.10,000/-

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THE SALEM CO-OPERATIVE SUGAR MILLS LTD., MOHANUR - 637015.

NAMAKKAL DISTRICT,TAMIL NADU.

Phone : 04286 255221 / 255224 Fax : 04286 255264Grams : SALEMSUGAR email:sacos07@yahoo.co.in

TENDER DOCUMENT FOR DESIGN, ENGINEERING,MANUFACTURING,

SUPPLY, ERRECTION, TESTING & COMMISIONING DECANTER WITH ALL NECESSARY ACCESSORIES

FOR

THE SALEM CO-OPERATIVE SUGAR MILLS LTD., MOHANUR 637015.

NAMAKKAL DISTRICT, TAMIL NADU.

EMD : Rs.1.00 lakh

Due date for submission : 05.09.2011 at 2.30 P.MOf tender

Due date for opening of : 05.09.2011 at 3.00 P.MPart I tender

Due date for opening of : will be announced at the timePart II tender (Price bid) of opening of Part I tender.

I N D E X

Sl.No Contents Page No.1 Instructions to Tenderers 05 132 General Terms & Conditions 14 433 Technical Specifications 44 47

DECANTER-SALEM CSM

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INSTRUCTION TO TENDERERS

1.0 Introduction :1.1 These instructions to Tenderers provide necessary guidelines to be followed

by tenderers when submitting their tenders.

2.0 Cost of Tender :2.1 Tenderer shall bear all costs associated with the preparation and submission

of tender including visits, if need be, for personal inspection of the Sugar Mill Project site and for acquaintance of relevant Indian Standard and Regulations etc. and Salem Co-operative Sugar Mills will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the tendering process.

3.0 TENDERER TO HAVE NO CLAIM ON SALEM CO-OPERATIVE SUGAR MILLS ON THE OUTCOME OF THE TENDERING PROCESS.

3.1 Submission of any tender against the Invitation for Tenders shall constitute an agreement and that Tenderer shall have no claim or cause of action against Salem Co-operative Sugar Mills or its Officers, employees, successors or assignees, regardless of the outcome of the tendering process.

3.2 Salem Co-operative sugar mill reserves the right to accept, in its sole and unfettered discretion, any tender or reject any tender. No claim for compensation etc. will be entertained by Salem Co-operative Sugar Mills for rejected tenders on any ground whatsoever.

4.0 CONTENT OF TENDER DOCUMENT :4.1 Equipment, spare parts and erection, start-up and commissioning, supervisory

services for erection, start-up and commissioning required, tendering procedures and contract terms are prescribed in the tender document. In addition to the Invitation for Tenders tender document includes

a. Instructions to Tenderersb. General Terms & Conditions of Contractc. Technical Specifications and Scope of Tenderd. Price Schedule

4.2 Tenderer is expected to examine all instructions, forms, terms and specifications in the tender document. Failure to furnish all information required in the tender document or submission of a tender not substantially responsive to the tender document in any respect will be at the tenderers risk and may result in the rejection of tender.

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5.0 CLARIFICATION ON TENDER DOCUMENT

A prospective Tenderer requiring any clarification on the tender document may notify Salem Co-operative Sugar mills in writing or by telex to the Salem Co-operative sugar mills mailing address. The Salem Co-operative Sugar mills will respond in writing to any request for clarification on the tender document which it receives before 48 hours of the due time for opening of the Part I tender prescribed by The Salem Co-operative Sugar Mills.

6.0 AMENDMENT TO TENDER DOCUMENT:

6.1 At any time after issue of tender document and before the opening of the Part I tender, The Salem Co-operative Sugar Mills may make any changes, modifications or amendments to the tender document and shall send intimation of such changes to all those who have purchased the original tender document.

6.2 In order to afford prospective tenderers reasonable time to take the amendment into account in preparing their tender, The Salem Co-operative Sugar Mills may at its discretion, extend the due time for submission of tender.

7.0 PREPARATION OF TENDER (LANGUAGE):

Tender prepared by tenderer and all correspondence and documents relating to the tender exchanged by tenderer and The Salem Co-operative Sugar Mills, shall be in English language, provided that any printed literature furnished by tenderer may be in another language so long as it is accompanied by an English translation of its pertinent passages in which case, for purpose of interpretation of the tender, the English translation shall govern. All particulars shall be legible, written in ink or typewritten or printed.

8.0 SUBMISSION OF TENDER :

8.1 The Tenderers shall submit three separate sealed covers consisting of EMD, Technical and Commercial Bid (Part-I) and Price bid (Part-II). All the three sealed covers should be put in an outer envelop. The tender should not be addressed to Personal name of the Officers.

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8.2 Technical & Commercial Bid (Part-I) :

The cover should be labelled as Technical & Commercial bid (Part-I). This shall contain only the Technical and Commercial terms of the Tender and shall accompany the following documents.

a) Earnest Money Deposit for Rs.1.00 lakh(Rupees One lakh only) as specified under clause 11.0

b) Tender terms & conditions in original duly signed in each page affixing seal of the Company agreeing to abide by the various terms and conditions of The Salem Co-operative Sugar Mills.

c) Xerox copy of the Manufacturing license for manufacturing of Decanter which is valid on the date of tender / Authorized Dealership Certificate.

d) Documentary evidence for Design, Engineering , Manufacturing, Supply, Erection, Testing and Commissioning of a minimum two sets of Decanter Units with all necessary accessories Sugar mill in India during the accounting years 2007 -08, 2008 -09 and 2009- 10. (Xerox copies of purchase orders/ contract placed/ executed with the tenderers should be enclosed)

e) Credentials and performance certificate in original obtained after 01.04.2006 from any two sugar mills in India where Decanter units were supplied and commissioned.

f) The average turnover of the tenderer per annum should be minimum Rs.2.0 crores during the past 3 years i.e. from 1.4.2007 to 31.3.2010.

g) Xerox copies of the registration certificates under the State Sales Tax Act/VAT act and/or Central Sales Tax Act.

h) Copies of the latest Assessment orders under the State Sales Tax/VAT and/ or Central Sales Tax Act.

i) Audited accounts for the year 2009-10 or provisional accounts duly certified by the Chartered Accountant.

j) Authorization letter nominating a responsible officer of the organization to participate in the tender.

k) A check list as per annexure-II for the list of documents enclosed with the page no. The documents should be serially arranged and shall be securely tied and bound.

8.3 Price Bid (Part-II) :8.3.1 The cover should be labeled as Price Bid. The Price Bid should be

furnished as per the format prescribed in this Tender document without any changes/omission/lapses. This should be furnished in triplicate.

8.3.2 All the pages of the offer should be signed in ink legibly by the Tenderer or by a person holding authorization from the Tenderer. All signatures should be dated.

8.3.3 If there is any correction/overwriting in the offer the same should be attested without any omission.

8.3.4 Unsigned/incomplete/obscure/irregular Tenders are liable for rejection.

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9.0 Price :9.1 Tenderer should furnish/quote the rates strictly in the prescribed format. Split

up details for each column in the format should be furnished without any omission. Any offer not conforming to the format prescribed is likely to be rejected.

9.2 The price shall be quoted including all duties, taxes, insurance, installation and Commissioning charges etc.

9.3 The details of duties and taxes and other statutory levies as applicable should be invariably be indicated in the offer.

9.4 The prices quoted by the Tenderer shall remain firm and fixed during performance of contract and will not be subject to variation on any account.

9.5 Tenders not complying with these conditions are liable for rejection.

10.0 DUTIES AND TAXES :10.1 The Tenderer should indicate Excise Duty and Sales Tax, if any applicable in

the prescribed column of the Price Format.10.2 Subject to their applicability/admissibility, excise duty, sales tax and other

similar statutory levies on the supply Erection and Commissioning of the machinery under the proposed contract shall alone be borne by the Mills. The excise duty, sales tax and similar statutory levies shall be paid initially by the contractor and the amount so paid shall be reimbursed to the Contractor by the sugar mills against the commercial invoice sent on despatch duly supported by relevant documentary evidence/declaration, whenever necessary.

10.3 Sugar mills shall not, however be responsible for reimbursement of Excise Duty, Sales tax and other similar statutory levies paid by Contractor on raw materials, components, equipment, etc. purchased by the contractor for employment in manufacture/assembly/and spares to be supplies under this contract as such items would form part of manufacture/ assembly for the contractor.

10.4 If there is any variation in statutory levies, (excise duty, service tax, work contract tax etc.) after acceptance of the tender, but prior to the date of deliveries, the corresponding variation shall be settled between the purchaser and seller on production of documentary evidence.

11.0 EMD :

11.1 All tenderers should furnish an E.M.D for an amount of 1.00 lakh by means of a Demand Draft or Bankers Cheque or irrevocable bank Guarantee from a Nationalized Bank, or specified small savings investments drawn in favour of The Salem Co-operative Sugar Mills payable at Namakkal/Mohanur in a separate cover. The E.M.D should be in any one of the above forms failing which the tender will be summarily rejected.

11.2 Exemption from payment of EMD can be given to the following tenderers.a) Tenderers who are enlisted with NSIC.b) Tenderers who are registered as a SSI unit with the Director of Industries

and Commerce, Tamil Nadu provided they execute an agreement indemnifying themselves to pay equal amount to the Sugar mills in case of

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any breach of contract, (Draft agreement format given in the Annexure), SSI units registered with other States Director of Industries and Commerce can not be considered for exemption of EMD.

c) The SSI Registration certificate issued by NSIC and the Director of Industries and Commerce, Tamil Nadu should specifically indicate that the Tenderer is having the capacity to supply and install and commissioning the Machinery.

11.3 The tenderer who desires to claim exemption from EMD should enclose valid registration certificates issued by NSIC or SSI. Tenders received without EMD or the valid NSIC / SSI Registration Certification will be summarily rejected.

11.4 EMD should be furnished a fresh for this tender. Requisition to adjust the EMD from the pending bills or previous EMD remitted against any other tender for any amount will not be entertained.

11.5 Unsuccessful Tenderers EMD will be returned as promptly as possible but not later than 30 days after the expiry of the validity period of the Second stage Tender/Offer.

11.6 The successful Tenderers EMD will be refunded after satisfactory completion of the Contract. Hence the irrevocable bank guarantee if any, produced by the successful tenderer as EMD, the period of the guarantee shall be extended for a period upto the date of proving the performance of the equipment.

11.7 The EMD will stand forfeited, if the tenderer withdraws his tender during the period of validity specified in the Tender, Non-acceptance of order and Non performance of contract.

11.8 The EMD will not bear interest.

12.0 SECURITY DEPOSIT :

12.1 The successful tenderer on whom the order will be placed shall have to remit a Security deposit of 5% of the value of orders placed by means of DD or Bankers Cheque or irrevocable Bank Guarantee obtained from a Nationalized Bank of specified small savings investments in favour of Sugar Mill with in 10 days from the date of receipt of Purchase Order.

12.2 Security deposit carries no interest.

12.3 Failure to furnish the Security Deposit within the above specified time will be considered as breach of contract which would give the mill the right to terminate the contract and forfeit the EMD in addition to the right to imposing risk purchase at the cost of suppliers /tenderers.

12.4 The mill reserves the right to adjust security deposit towards any amount due to it from the successful tenderer and in such an event a successful tenderer on receipt of intimation from the mills shall make further deposit to restore the security deposit to the full amount.

12.5 The security deposit shall be liable to be forfeited wholly or partially at the sole discretion of the mill should the successful tenderer either fail to deliver

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supplies as per delivery schedule or to fulfill their contractual obligation or to settle in full their dues to the mill. This will be in addition to the mills right to make risk purchases from the open market by tender or by any other mode of purchase at the risk and cost of the supplier in respect of such quantities that the supplier fails to deliver in accordance with the delivery of schedule agreed to.

12.6 The mill is empowered to deduct from the security deposit or any other outstanding amount any sum that may be fixed by the mill as being the amount of losses or damages suffered by it due to delay in performance or non-performance of any of the condition of the tender/contract.

12.7 The mills shall have a lien on all or any money that may become due and payable to the suppliers under this contract or any other contract or transaction of any other nature either all alone or jointly with other suppliers and unless the supplier pays and clear the claim of the mill immediately on demand, the mill shall be entitled at all times to deduct the said sum of debt due by the supplier from any money/security deposit which may have to become payable to the supplier under this contract or any other contract or transaction whatsoever between the suppliers and the mill without prejudice and in addition to the other rights of the mill to recover the amount of any such claim by other remedies legally available.

12.8 The Security Deposit will be refunded after satisfactory completion of the Contract.

13.0 PERIOD OF VALIDITY OF TENDERS :

13.1 The first and second stage tenders/offers shall have a validity of 90(Ninety) days from the date of opening of the respective tenders/offers. Tenders/Offers with validity for a shorter period is liable for rejection by the Tender Accepting Authority as non-responsive.

13.2 In exceptional circumstances, Tender Inviting Authority may solicit the Tenderers consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. A tenderer may refuse the request without forfeiting his EMD. A tenderer who accepts the request will not be permitted to modify his Tender.

14.0 DUE DATE AND TIME FOR SUBMISSION OF TENDERS/OFFERS :14.1 The tender must be submitted in person or by post at Commissioner of

Sugars office, 690, Anna Salai, Chennai 600035 at 2.30 PM on 05.09.2011.

14.2 The technical bid will be opened on the same day at 3.00 PM in the presence of the tenderers who are present.

14.3 The Salem Cooperative Sugar Mills may, at its discretion, extent this due date and time for submission of Tenders / Offers by amending this Tender

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Document in which case all rights and obligations of The Salem Cooperative Sugar Mills and Tenderers will thereafter by subject to the due date and time as extended.

14.4 Any Tender / Offer received after the prescribed due date, and time for submission of Tender / Offer, will be rejected and / or returned unopened to the Tenderer.

15.0 OPENING AND EVALUATION OF TENDERS/OFFERS :15.1 The sub committee/Tender scrutiny committee will first open the cover

containing the two separate bids and then the Part-I bid in the presence of Tenderers Representative on the date specified in this Tender document. Tenderers Representatives (totally not exceeding two per tenderer) who are present shall sign a register evidencing their attendance. Tenderers Representative should submit a duly executed Authorization letter issued by the Tenderer. The representative who will be attending the Tender proceedings should be competent to discuss on Technical, Commercial and price aspects and negotiate if necessary and also bind their company on such decision.

15.2 Tender Scrutiny Committee will examine the First Stage Tender to determine whether they are complete; whether all documentary evidences and EMD have been furnished whether the documents have been properly signed and whether Tenders/Offers are generally in order.

15.3 Tender Scrutiny Committee will proceed with a detailed evaluation of the tenders to determine whether the technical and commercial parts (without price schedule) comprising the tender are substantially responsive to the requirement set forth in this Tender Document. In order to reach such a determination, Tender Scrutiny Committee will examine and compare the technical / financial capability of the tenderes for the execution of the contract based on the information supplied by the tenderers, taking into account of the following factors in the matter and to the extent indicated.

a) Conformity to the Technical Specifications and scope of Tender, Specified in the Tender document.

b) Conformity to the required delivery Schedule, specified in this Tender document.

c) Conformity to the General Terms and Conditions of the contract, specified in this Tender document.

d) Conformity to the submission of EMD.

15.4 Tender Accepting Authority will either

a) Accept the tender without any change in the Technical & Commercial bid.

(or)

b) Reject a Tender that is substantially non-responsive and shall not open Part-II

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15.5 PRICE BID(PART-II):

a) In case the technical bids are satisfactory, Part-II Price bid of eligible tenderers shall be opened.

b) Tender Accepting Authority will evaluate and compare the tenders previously determined to be substantially responsive.

c) The evaluation of price tender shall include all Central duties such as customs duty and central excise duty and sales tax as a part of the price as detailed below:

1. The evaluation of price of an imported item will include the custom duty.

2. In evaluation of the price of articles which are subject to excise duty, the price will be determined inclusive of such excise duty. The CENVAT benefit will not be taken into account for evaluation of price.

3. In a tender where all the tenderers are from within the State of Tamil Nadu, or where all the tenderers are from outside the State of Tamil Nadu, the VAT/Sales Tax/CST shall be included for the evaluation of the price and

4. In Tender where the tenderers are both from the State of Tamil Nadu as well as from outside the State of Tamil Nadu, the VAT Act shall be excluded for evaluation of the price.

15.6 The evaluation and comparison shall include fifteen percent price preference for domestic Small Scale Industrial Units and ten percent price preference for the public sector undertakings of the Government of Tamil Nadu in respect of products and quantities manufactured by them.

15.7 For determination L1 price, the total price offered for Design, Engineering, Manufacturing, Supply, Erection and Commissioning of the equipment will be taken into account.

15.8 Arithmetical errors will be rectified on the following basis:a) In case of discrepancy between the prices quoted in words and figures

lower of the two shall be considered.b) In case of discrepancy between the unit price and the total price that is

obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected.

c) In case of discrepancy between the rate of duties and taxes and the amount of duties and taxes, the rate of duties and taxes shall prevail and the amount shall be corrected.

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16.0 DELIVERY SCHEDULE :

16.1 The delivery of the machinery and equipment ordered shall be completed within 150 days from the date of issue of purchase order and erection and commissioning of the machinery shall be completed within 60 days thereafter.

16.2 The time and date of delivery are the essence of the contract and the goods must be despactched within the time and subject to the conditions specified, otherwise the mill will have the option to cancel the whole or any part of the order and purchase the materials from alternative sources at the risk, responsibility and cost of the supplier.

16.3 If extension of delivery period is allowed, it will be considered as extended delivery period for all purposes of levying liquidated damages.

17.0 AWARD OF CONTRACT :

17.1 The Salem Co-operative Sugar Mills will award the contract to the successful tenderer whose tender has been determined to be substantially responsive and has been determined as the lowest evaluated tender.

17.2 Tender Accepting Authority reserves the right to accept or reject any tender, to annul the tendering process and reject all tenders at any time prior to award of contract.

18.0 NOTIFICATION OF AWARD :

18.1 Prior to the expiry of the validity period The Salem Co-operative Sugar Mills will notify the successful tenderer in writing by registered letter or by fax to be confirmed by writing by registered letter, that his tender has been accepted.

18.2 The Notification of the Award will constitute the formation of the contract.

19.0 SIGNING OF CONTRACT :

19.1 At the same time as The Salem Co-operative Sugar Mills notifies the successful tenderer that his tender has been accepted, The Salem Co-operative Sugar Mills will send the formal contract incorporating all documents between the parties.

19.2 Within 10 days of receipt of the formal contract, the successful tenderers shall sign the contract with the concerned Sugar mills.

19.3 Failure of the successful tenderers to comply with the requirement of the clause shall constitute sufficient grounds for the annulment of the award and forfeiture of EMD.

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ANNXURE I

ANNUAL TURNOVER STATEMENT

The Annual Turnover of M/S.of the past three years are given below and certified that the statement is true and correct.

Sl.No Year Turnover (Rs. in Lakhs)1 2007-20082 2008-20093 2009-2010

TotalAverage Turnover per annum

Date Signature of Auditor/Chartered Accountant.

Seal (Name in Capital)

Signature of the tenderer with seal.

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ANNEXURE II

1. Technical and Commercial Offer Page No. Yes No2. A Demand Draft or Bankers Cheque No:

. Dated for Rs.1.00 lakh(Rupees one lakh only)drawn in favour of The Salem Co-operative Sugar Mills drawn on any Nationalized Bank payable at Namakkal towards the Earnest Money Deposit.

Page No. Yes No

3. Tender terms & Conditions in original duly signed in each page affixing seal of the Company agreeing to abide by the various terms and conditions of The Salem Co-operative Sugar Mills.

Page No. Yes No

4. Xerox copy of the Manufacturing license issued by Statutory Authority which is valid on the date of tender / Authorized Dealership Certificate.

Page No. Yes No

5. Documentary evidence for Supply, Erection and Commissioning of Decanter units (two numbers)

Page No. Yes No

6 Credentials and performance certificate in original obtained after 01.04.06 from any two sugar mills.

Page No. Yes No

7 Annual turnover statement for the last three Accounting Year viz.2006-07,2007-08,2008-09 as per annexure I duly certified by the auditor.

Page No. Yes No

8 Xerox copies of the registration certificates under the State Sales Tax Act/VAT and the Central Sales Tax Act.

Page No. Yes No

9 Copies of the latest Assessment orders under the State Sales Tax Act/VAT and the Central Sales Tax Act.

Page No. Yes No

10 Audited accounts for the year 2008-09 Page No. Yes No11 Authorization letter nominating a responsible

Officer of the Organization to participate in the Tender.

Page No. Yes No

Signature of the tenderer with seal.

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PART-II

PRICE BID FOR DESIGN, ENGINEERING, MANUFACTUTING, SUPPLY, ERECTION, TESTING & COMMISSIONING OF DECANTER UNIT WITH ALL ACCESSORIES TO SUGAR MILL.

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Signature of the tenderer with seal.

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GENERAL TERMS & CONDITIONS OF CONTRACT

1. DEFINITIONS :1.1 Words and phrases listed below, as used in these General Terms and

Conditions of Contract and in the instructions to Tenderers and Tender Specifications shall have the meaning specified against each word or phrase.

Contract The agreement entered into between SUGAR MILL and Successful Tenderer, based on the tender document and the tender submitted by Successful Tenderer and will include subsequent amendments thereto, if any, and supersede and cancel any and all previous correspondence, whether written, oral or implied between the parties.

Contractor Sole Proprietor, Firm or Company/ Corporation, Society whose tender has been accepted and shall include its Executors, Administrators, Legal Representatives, Successors and Permitted Assigns.

Site Existing premises of SUGAR MILL at which Equipment are to be supplied under the Contract or are to be erected and/or service is to be performed under the Contract.

Tenderer A Sole Proprietor or Firm or Corporation/Company submitting a tender against the Invitation to Tender and shall include its Executors, Administrators, Legal Representatives, Successors and Permitted Assigns.

Equipment Plant, machinery, equipment and any part thereof to be supplied under the Contract by Contractor at Site. (Decanter with Accessories.)

Spare Spare parts to be supplied under the Contract by Contractor direct to Sugar mill.

Delivery Sugar Mill site.Contract} For sugar mill site which includes excise duty, packing and Price } forwarding, transport charges, insurance charges taxes payable to

Contractor for the full and proper performance of his contractual obligations under the contract and including price for erection, start-up and commissioning and all other services specifically provided for in the Contract.

Erection Putting up in position, alignment and proper installation of equipment supplied under the Contract and shall include auxiliaries and accessories.

Start-up First operation of the equipment after erection, cleaning, reassembly, if any and completion of initial adjustments and trials to get the equipment ready for commissioning.

Commiss- Commencement of continuous commercial operation of the ioning equipment after successful start-up.

Tender The Special Officer, The Salem Co-operative Sugar Mills Ltd., Inviting Mohanur, who have floated this tender.Authority

Tender The State level Advisory Committee Constituted by Government of Accepting Tamil Nadu for accepting tender based on the evaluation report of Authority the Tender Scrutiny Committee.

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Tender The Sub Committee appointed by the State Level Advisory Scrutiny Committee for Scrutiny and evaluation of tenders which will Committeescrutinize the tender and submit its recommendation to the Tender Accepting Authority.

1.2 Clause Titles :The Clause titles and sub-titles used in the contract are given for guidance and convenience and shall not be deemed to be part of the clause of the contract to be taken into consideration in the interpretation of the contract.

2. SUPPLY OF EQUIPMENT AND SPARES

2.01 Extent and Scope of Supply:Extent and Scope of supply of equipment and spare parts shall be as per this tender document and as finally included in the contract with or without modifications, if any, after discussions between Sugar Mill and Contractor.

2.2 Inspection at Contractors Work:

2.02.01Sugar mill or its duly authorized representative shall at all reasonable times have access to Contractors premises or work and also the power to examine, inspect and call for tests of the materials and workmanship during the manufacture and assembly in Contractors premises or works.

2.02.02Where a part of Equipment and Spare parts is under manufacture, not at Contractors premises but at other premises, Contractor shall obtain permission for Sugar mill or its duly authorized representative to examine, inspect or test as if such Equipment and Spare Parts were being manufactured at Contractors own premises.

2.02.03Contractor on being requested shall present sufficient documentary evidence that all materials used in the manufacture of Equipment and spare parts will meet the specification requirements. Contractor shall produce requisite test certificates along with specimen and test pieces on which tests were carried out by the manufacturer, at the time of examination.

2.02.04Sugar mill or its duly authorized representative shall have the right to be present at all the tests carried out and arranged by Contractor. If called for samples and specimens shall become sugar mills property. Contractor shall notify sugar mill in an appropriate manner as to the progress of the executing order so that the inspections or tests can be carried out, as may be required to ascertain without prejudice to the Contractors liability, whether the materials and/or services are in conformity with the requirements of the Contract.

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2.02.05Sugar mill shall be at liberty to reject all or any Equipment and Spare Parts or workmanship, which are not in accordance with the Contract or do not fulfill the requirements of the Contract.

2.02.06Prior to signing of Contract, Contractor shall communicate to Sugar mill details of the tests contemplated and obtain its agreement of the tests to be conducted. Contractor shall thereafter give such reasonable notice as may be acceptable to sugar mill but not less than fifteen days in advance of any material being ready for inspection and/or testing, specifying the period likely to be required for such testing, and sugar mill shall (unless the inspection or test is voluntarily waived by Sugar Mill) on giving 24 (Twenty four) hours previous notice in writing to Contractor to attend at Contractors or his subcontractors works as the case may be attended and witness the testing as soon as possible from the date on which the material is notified as being ready for testing or inspection failing which visit, Contractor shall proceed with the test and shall forthwith forward to Sugar Mill duly certified copies of the test reports.

2.02.07In all cases, where examination, inspection and testing are to be carried out either at the premises of Contractor or of any sub-contractor, Contractor except where otherwise specified, shall provide, free of charge to Sugar Mill, such labour, materials, electricity, fuel, water, stores, apparatus and instruments as may be reasonably required to carry out efficiently such tests of equipment, in accordance with the Contract and shall give facilities to Sugar Mill to accomplish and/or witness such testing.

2.02.08When the tests have been satisfactorily completed at Contractors or sub-contractors work, Sugar mill shall forthwith issue a certificate to that effect. If a final certificate cannot be issued, a preliminary or provisional certificate shall be issued. If the tests were not witnessed by Sugar mill, the certificate shall be issued in receipt and scrutiny of the test reports from Contractor but not later then 15(fifteen) days after the receipts of the test reports by Sugar mill, no equipment and spare parts shall be despactched before such certificates have been issued. The satisfactory completion of these tests or the issue of the certificate shall not absolve the responsibility of Contractor, should it on further tests, after erection, start-up and commissioning be found not to comply with the requirements under the Contract.

2.02.9Sugar mill shall bear all expenses of travel, boarding and lodging and other incidental expenses of the representative(s) deputed by them for inspection/witnessing inspection.

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2.3 PROGRESS REPORT :2.03.01

Contractor shall submit to Sugar mill monthly progress reports on or after the seventh day of every month, giving the status of the contract work along with adequate number of photographs, indicating the various stages of execution of this Contract. However if sugar mill requires any additional information, the same shall be provided as supplementary information in the reports by contractor.

2.03.02For this purpose, Contractors work shall be subdivided and numbered into major categories and arranged in such a manner as to describe the normal sequence of the work. Progress shall be reported by these major categories in all reports along with Critical Path Network and a contract completion bar chart showing the starting and completion dates of all major categories for engineering, purchasing, procurement of raw materials, manufacture, inspection and despatch along with the percentage completion of each of the above.

2.03.03Progress report shall include a drawings status report containing a listing of all drawings and documents as together with the related reference number and titles and giving the schedule completion dates, dates when the drawings and documents have been/will be submitted and date of receipt of approval etc.

2.03.04Progress report shall also include a manufacturing status report detailing the progress of procurement of raw materials, manufacture, when the particular item or subassembly is expected to be ready for inspection, status of inspection , delivery etc both for the contractors work and those of his sub-contactors.

2.03.05Contractor shall submit one original and five copies of such reports, including photographs to Sugar Mill. Mill will have the right to depute its representatives to ascertain the progress of work at the premises or works of contractor or of any of his sub-contractor. Submission, receipt and acceptance of such progress reports shall not prejudice the rights of sugar mill under this contract, nor shall operate as estoppels against mill, merely by reason of the fact that sugar mill has not taken notice of or subjected to test any information contained in such reports.

2.4 TIME SCHEDULE2.04.01

Contractor shall complete delivery of any and all items of Equipment and spare parts within the period specified in the contract. However, in order to enable site preparation, erection, start-up and commissioning to proceed smoothly, all items of Equipment and Spare parts shall be delivered ahead of the schedule, in a sequential order in which they will be required for erection at site.

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2.04.02Sugar Mill plans to complete the erection, start-up and commissioning of the Equipment as per the schedule included in the Contract.

2.04.03Technical information shall be provided by Contractor by the dates specified in the Contract Information to be provided by Sugar Mill, if any, will be provided in sufficient time to enable Contractor to meet his obligations under his Contract and in any case not later than the dates given in the Contract.

2.04.04If Contractor has delayed in performing any of his obligations under the Contract by any act or neglect of Sugar Mill or any of its servants, agents of sugar mill other Contractors or by any changes ordered by Sugar Mill, then the time for performing such obligations thereby affected will be extended by such time as is reasonable in the circumstances.

2.5 DELIVERY

2.05.01Equipment/part thereof and spare parts shall be delivered at sugar mill site.

2.05.02The date of completion of delivery shall be the delivery date as defined in clause 2.05.01 as applicable, of the last consignment of any and all items of Equipment/part thereof and spare parts due under the contract.

2.6 OWNERSHIP AND RISK

2.06.01Ownership and risk in equipment shall pass to sugar mill upon delivery as defined in Clause 2.05.01 regardless of the delivery of documents of title to sugar mill for the purpose of securing payment under the contract and regardless of any such payment by sugar mill.

2.06.02The passage of ownership and risk as provided in clause 2.06.01 above shall, however, be without prejudice to Contractors liability for due fulfillment of any and all of the post delivery obligation/responsibilities to be undertaken by him under the Contract vide clause 2.07 hereof.

2.7 POST DELIVERY OBLIGATIONS/ RESPONSIBILITIES OF CONTRACTOR

Not withstanding the delivery of Equipment or part thereof and Spare parts by Contractor to sugar mill at FOR point as referred to in Clauses 2.05.01 and 2.05.02 hereof and the passing of ownership risk in all such equipment to sugar mill at that point of time of delivery as referred to in clause 2.06.01 hereof. Contractor shall be wholly and exclusively responsible for rendition of timely services for startup, commissioning and for demonstration of the guaranteed performance of any and all items of Equipment supplied by him and of the various process parameters. Contractor shall also be responsible

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for fulfillment of his liabilities under the Contract during the warranty period of twenty four (24) months reckoned from the date of commissioning of any and all items of Equipments supplied by them.

2.8 STORAGE OF EQUIPMENTS2.08.01

The Contractor will endeavor to store each consignment of Equipment /part thereof and spares as and when received at site to protect it from damage, dust, corrosion etc.

2.09 PERFORMANCE GUARANTEE

2.09.01

Guarantee: Contractor shall guarantee the performance of the equipment to be supplied and also the various process parameters in accordance with the provisions that may be stipulated in the Contract.

2.09.02

Demonstration of Guaranteed Performance

2.09.02.01

For purposes of demonstration of guaranteed performance of each equipment and also the process parameters, performance guarantee runs shall be arranged and carried out by Contractor in the presence of Mills officials during the first season for a continuous period of 30 days when the factory is operated to its capacity.

2.09.02.02

Performance guarantee runs shall be carried out in accordance with the procedure that may be detailed in the contract which will also define the consequences of success or failure to achieve the guaranteed performance.

2.10 VARIATIONS:

2.10.01

Sugar mill shall have the power and authority to make any alterations or omissions or substitution or additions to form the original specifications, drawings, designs and instructions, which may be considered necessary during the progress of work and Contractor shall carry out the supply/ work in accordance with the instructions which may be given to him in writing duly signed by Sugar Mills Chief Executive. Such alterations, omissions, additions or substitutions shall not invalidate the contract. Any altered, added or substituted supply/ work which Contractor may be directed to do in the manner above specified as part of supply/work, shall be carried out by

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Contractor at the existing terms and conditions. Any price adjustment on this account shall also be subjected to mutual agreement of both the parties.

2.11 PATENTS

2.11.1 Contractor shall indemnify sugar mill against all costs and damages awarded against or incurred by sugar mill in any suit based on a claim that Equipment/part thereof constituted on infringement of letters/patent or registered design of Republic of India or of any other country provided always that this indemnify shall not apply to any infringement which is due to contractor having followed a design or instruction furnished by sugar mill and its servants and agents or to the use of Equipment/part thereof not supplied by Contractor and provided also that this indemnity is conditional on :

a) Sugar mill giving to Contractor notice in writing of any claim being made or suit threatened or brought against Sugar mill not later than ten days after sugar mill learns of such a claim or suit.

b) Sugar mill not making any admission prejudicial theretoc) Sugar mill permitting Contractor at Contractors expense to conduct any

litigation that may ensue and all negotiations for a settlement of the claim or suit.

d) Sugar mill for the purpose of contesting any such claim provided all available assistance to Contractor who will reimburse Sugar mill for all reasonable expenses incurred in so doing.

2.11.02The above shall be the entire liability of Contractor for infringement or alleged infringement of letters patent or registered design of Equipment/part thereof.

2.12 PACKING2.12.01

All equipment shall be carefully and properly packed for inland rail/road movement as the case may be and Contractor shall be responsible for its quality.

2.12.02All packing shall be sufficient to prevent damage in transit and suitable to withstand rough handling.

3. SERVICE IN CONNECTION WITH ERECTION, START-UP & COMMISSIONING

3.01 Services for Complete Erection, Start-up and Commissioning3.01.01

When this Contract requires contractor to undertake complete erection, start-up and commissioning of Equipment supplied under this contract, the conditions specified in this clause will apply.

3.01.02The responsibilities of Contractor shall include but not be limited to the following.

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3.01.02.01Ensuring the correctness of materials and Equipment in the order in which they will be required for erection.

3.01.02.02Taking delivery of materials and equipment from Sugar mills store/ stock yard at site and moving it to Contractors storage area and/or erection site unless otherwise provided in this contract.

3.01.02.03Opening of crates and packing cases, inspection and checking of Equipment/materials.

3.01.02.04Repairing and replacement of Equipment/materials damaged or lost in transit or at site and assisting sugar mill in filing and processing of insurance claims for damaged/loss of Equipment/materials.

3.01.02.05Ensuring that adequate qualities of correct commissioning/ spares and supplies are available at site for the purpose of the start-up of Equipment.

3.01.02.06Making arrangements to draw electricity and water to the erection site from locations at site where electricity and power shall be provided by Sugar mill at such terms and conditions as stipulated in this contract.

3.01.02.07Checking foundations as constructed, including final adjustment of foundation levels of chipping and dressing, checking locations, elevations etc for anchor bolts and base plates, connecting up electric power supply and water supply and carrying out all minor civil work as may be required in connection with the erection work.

3.01.02.08Complete erection of all materials and equipment supplies by contractor as well as those that may be procured from/frabricated by others based on contractors drawings, specifications or bills of materials. This shall include complete erection of equipment, piping, hangers, structures etc supplied under this contract including aligning, lining and leveling and grouting of anchor bolts and base plates, connecting up electric power supply, water and utilities, applying, including touching up of approved final painting to all equipment, piping hangers, structures etc supplied under this contract.

3.01.02.09Starting up and operating equipment to meet specified performance guaranteed and handing over equipment to sugar mill on the issue of the Provisional Acceptance Certificate.

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3.01.02.10Providing all consumable materials and stores required for the work.

3.01.02.11Providing all ladders, platforms, temporary supports and other necessary facilities required for the handling and erection of equipment supplied under the Contract as well as those that may be procured from/ fabricated by others based on Contractors drawings, specifications or bills of materials.

3.01.02.12Unless otherwise provided in this contract, providing all construction/ erection equipment, welding equipment, tools and tackles, instruments and appliances required for the erection, testing and commissioning of Equipment.

3.01.02.13Providing necessary supervisory personnel, staff, skilled and unskilled labour, to ensure that the whole of the erection work is completed in all respects within the period specified in this contract. Contractor shall ensure, when local laws require, that the concerned employees obtain and hold certificates of competency for their work from the competent authority.

3.01.02.14On completion of the erection work and connecting up of electric power supply, water and utilities, Contractor shall promptly notify sugar mill of the proposed date of the commencement of the startup operations. The duration of the start-up period shall be established in a schedule which shall be part of this contract. Sugar mill will provide requisite, such as fuel, power, water and utilities to Contractor as required for operating equipment during the start-up period, and during this period equipment shall be operated under the supervision of Contractor.

3.01.02.15Should the start-up period extend beyond the schedule period due to difficulties encountered with equipment supplied under this contract or due to inadequacy of Contractors personnel or due to any other reason for which Contractor is responsible, Sugar Mill will have the right to charge such amount from Contractor as may be reasonable by Sugar mill for the facilities provided by Sugar Mill as specified in clause 3.02.02 hereof during the extended period.

3.2 Additional Conditions for Complete Erection, Star-up and Commissioning of Equipment.3.02.01

When this contract requires Contractor to undertake complete erection, start-up and commissioning of equipment supplied under this contract, additional conditions specified in this clause will apply.

3.02.02Contractor shall be solely responsible for satisfactory erection, start-up and commissioning of Equipment supplied under this contract, including demonstration of performance guarantees, notwithstanding that Contractor

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may have been assisted by sugar mill or his authorized representative in doing so.

3.02.03Supervision by Chief Engineer and Chief Chemist of Sugar Mills.Erection work shall be carried out by Contractor under the general supervision and to the satisfaction of the Chief Chemist/Chief Engineer of the Sugar mills. Contractor shall receive instructions and directions from the Chief Chemist/Chief Engineer of the Sugar mills in connection with the work and shall strictly abide by the same. If contractor performs any work in a manner contrary to this contract without the written approval of the Chief Executive, the Contractor shall bear all the costs and losses arising there from 3.03.05 Programme and Particulars of work and Progress Reports.

3.02.04Programme and Particulars of Work & Progress Reports:

3.02.04.01Contractor shall submit to sugar mill for approval before the commencement of erection work and subsequently, at such times as may be required by sugar mill, the programme and order in which Contractor proposes to carry out the work, with the dates and completion times for various parts and phases of the work, including particulars regarding Contractors arrangements for carrying out the work and of the erection and transportation equipment and tools and category wise staff and labour which contractor shall engage on the work. Such programmes shall within the overall time schedule of completion of erection of equipment as specified in this contract. The submission to and approval by sugar mill of such programme or the furnishing of such particulars shall not relieve contractor of any of his duties of responsibilities for satisfactory erection, start-up and commissioning under this contract.

Whenever sugar mill desires the contractor to take up a particular job expeditiously on priority, in the overall interest of the project, contractor shall forthwith proceed with accordingly, without demur.

3.02.04.02During the progress of the work, contractor shall submit to sugar mill one copy each of fortnightly progress report and such other reports on the erection work.

3.02.05Contractors Agent and Personnel

3.02.05.01In order to carry out his responsibilities under this clause, contractor shall employ and post one competent Project Manager having qualification, Degree in Mechanical Engineering and minimum 5 years experience in erection of process industry, whose name shall be previously communicated in writing by Contractor to Salem Co-operative Sugar mill to superintend in erection work.

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3.02.05.02Contractor, on the request of Engineer, shall remove forthwith from site any person employed thereon by him who may, in the opinion of Sugar mill, be incompetent or misconduct himself. In such cases, contractor shall provide immediately a competent person in replacement.

3.02.06Reconciliations Return of Surplus Materials.

3.02.06.01Notwithstanding anything contained to the contrary anywhere in this contract, wherever any materials for the execution of the work are procured with the assistance of sugar mill, either by issue from sugar mills stocks or purchase made under orders or permits or licenses issued by sugar mill, Contractor shall use the said materials economically and solely for the purposes of the work and shall not dispose them off without the written permission of sugar mill and after reconciliation shall return to sugar mill all such surplus serviceable materials that may be left with contractor after the completion of this contract or at its termination for any reason whatsoever, on being paid for or credit such price as sugar mill shall determine, having due regard to the initial cost and the condition of the materials at the time of such return thereof. The price to be allowed to Contractor however shall not exceed the amount charged to him, excluding the storage charge if any. The decision of sugar mill in this regard shall be final and conclusive. In the event of a breach of the aforesaid condition, contractor shall (in addition to making himself liable for action for contravention of other terms of the license or permit and/or for criminal breach of trust) be liable to sugar mill for payment of double the cost of materials not returned as determined by sugar mill plus all moneys, or profits resulting or which in the usual course, would have resulted to sugar mill by reason of such breach.

3.02.07Accident or Injury to Workmen:

3.02.07.01Contractor shall be solely liable for any accident or injury that may happen to any of his personnel engaged in connection with the erection work covered under this contract. Sugar mill shall not be liable for, or in respect of any damage or compensation payable at all in respect of or in consequence of any accident or injury to any personnel in the employment of contractor and contractor shall indemnify and keep indemnified the sugar mill against all such claims, damages, compensations and proceedings, in case sugar mill,, for any reason, is made liable therefore.

3.02.07.02Contractor shall forthwith report to Chief Engineer/Chief Chemist of the Sugar mill all cases of accidents to any of his personnel and shall make every arrangement to render all possible assistance and aid to the victims of the accident that may occur during erection work.

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3.02.08Compliance with Statutory and Other Regulations.

3.02.08.01Contractor shall in all matters arising in the performance of this contract, conform, at his own expense, with the provision of all Central and State Statues, ordinance or laws and the rules, regulations or byelaws of any local or other duly constituted authority and shall keep sugar mill indemnified against all penalties and liabilities of every kind of breach of any such statute, ordinance, law, rule, regulation or bye-law by contractor or his agents, sub-contractors, employees/workmen.

3.02.08.02Contractor shall give all notices and pay all fees and taxes required to be given or paid under any Central or State statutes, ordinances or other laws or any regulations or bye-laws of any local or other duly constitutes authority in relation to the erection work. If on account of his failure to so comply with, the sugar mill is to pay the same and the contractor shall forthwith reimburse the same to Sugar mill.

3.02.09Travelling Expenses: All traveling expenses for Contractors personnel be borne by contractor.

3.02.10Compliance with Labour Laws and Rules

3.02.10.01In respect of all labour, directly or indirectly, employed by Contractor for the erection work, contractors shall comply with the provision of the Contract Labour (Regulation and Abolition) Act 1970. Payment of Wages Act, 1936, Workmens Compensation Act, 1923 and other related Acts including their amendments from time to time.

3.02.10.02Accommodation for Contractors Personnel: No quarters shall normally be provided by sugar mill for the accommodation of contractor or any of his staff employed in connection with the erection work. Anyhow, the accommodation will be provided to the Erection crew, subject to availability or free of cost

3.02.10.03Medical Facilities at Site: Contractor shall provide medical facilities at site as per rules in force in relation to the strength of Contractors staff and workmen.

3.02.10.04Age Limit of Labour: Contractor shall not employ persons below the age of 18 as labour for the erection work.

3.02.10.05Observance by Sub-Contractors: Contractor shall be responsible for the observance of the provisions of Clause 3.0210.01 to 3.02.10.04 hereof by any sub-contractor employed by him in the execution of this contract.

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3.02.11Time of Completion for Erection Work and Delays

3.02.11.01The Date of Commencement of Erection Work: The date of Commencement for erection work shall be reckoned from the day on which contractor is given possession of site to commence erection, which will be indicated to him in writing by Sugar Mill.

3.02.11.02Time of Completion of Erection Work: Time is the essence of this contract, subject to any requirement in this contract as to the completion of any portion of the erection work before the completion of the whole of the erection work, including conducting performance test to demonstrate performance guarantees to the satisfaction of sugar mill, shall be completed within the time stipulated in this contract as per the Clause 16.1.

3.02.11.03Extension of Time of Completion for Erection Work: Additional work of any kind or other circumstances of any kind whatsoever, which may occur, be such as fairly to entitle contractor to an extension of time for the completion of the erection work, the sugar mill shall determine the extent of such extension.

3.02.11.04Liquidated Damages for Delay in Erection Work: If contractor fails to complete the whole of the erection work within the time as per the Clause 16.1 contractor shall be liable to pay to sugar mill as liquidated damages for such default, a sum calculated at the rate of % of the contract price for erection, start-up and commissioning of Equipment for every weeks delay subject to a maximum of five percent of the contractor price for erection, start-up and commissioning of equipment. Once the liquidated damages reaches maximum limit of 5% the contract will be terminated automatically and the work will be carried out at the cost and risk of the defaulter (Supplier).

3.02.12Subletting/Sub-Contract: Contractor shall not sub let/ sub-contract the whole or any part of the erection work without the written consent of sugar mill, and such consent, if given, shall not establish any contractual relationship between the subcontract(s) and sugar mill and shall not relieve the contractor of any responsibility or liability or obligation under this contract. Contractor shall be entirely responsible for the acts, defaults and negligence of any sub-contractor of his agents or workmen as if they were the acts, defaults and negligence of contractor or his agents or workmen provided always that execution of details of erection work by petty contractors under the direct and personal supervision of contractor or his agent shall not amount to sub-letting within the meaning of the clause.

3.02.13Damage to Persons or Property: Contractor shall indemnify and keep indemnified sugar mill against all losses and claims for injuries or damages to any person or any property whatsoever which may arise out of or in the

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course of the work at site carried out by Contractor, his servants or agents or sub-contractors and/or lack of inadequacy of safety devices on the equipment supplied under the contract until the expiry of the warranty period and against all claims, demands, proceedings, damages, costs charges and expense whatsoever in respect thereof or in relation thereto. There shall be no restriction on the monetary limit of the liabilities.

3.02.14Third Party Insurance: Before the commencement of the erection work, contractor shall insure (but without limiting his obligation and responsibilities) against any damages, loss or injury which may occur to any property (including that of the sugar mill) or to any person (including any employee of the sugar mill) by or arising out of this contract. Such insurance shall be effected in the joint names of sugar mill and contractor with an insurer for an amount with a maximum indemnity for any single accident, in accordance with the terms to be stipulated by sugar mill, and contractor shall, whenever required by sugar mill submit to sugar mill the policy or policies of insurance and the receipts for payment of the current premiums.

3.02.15Site to be cleared on Completion of Work: During erection, contractor shall at all times keep the working and storage area used by him free from accumulation of waste materials and/or rubbish; immediately after the completion of erection. Contractor shall remove or dispose of all temporary structures, waste, debris, rubbish etc and leave the site in a clean condition to the satisfaction of sugar mill

3.02.16Possessions Prior to Completion: Sugar mill shall have the right to take possession of or use any completed or partially completed part of the work. Such possession or use shall not be deemed to be in acceptance of any work done not in accordance with this contract.

3.02.17Suspension of Erection Work:

3.02.17.01Contractor shall on the written order of sugar mill, suspend the progress of the whole of the erection work or any part thereof, for such times or times and in such manner as sugar mill consider necessary and shall during such suspension, properly protect and secure the work as far as necessary in the opinion of Sugar mill, if such suspension is:

Provided for in this contract; or Necessary for the proper execution of the erection work or on account

of some default on the part of contractor; or Necessary for the safety of the work or thereof.

Contractor shall not be entitled to the extra costs (if any) incurred by him during the period of suspension of the erection work, but, in the event of any suspension ordered by sugar mill for reasons other than aforementioned and when each such period of suspension exceed fourteen days. Contractor shall be entitled to such extension of time for completion of the erection work as sugar mill may consider proper, having regard to the period of such suspension.

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4. PRICES

4.1 Contract Price of Equipment and Spares: Contract price of Equipment and spares shall be on FOR Sugar Mills site.

4.2 Insurance

4.02.01Insurance shall be arranged by contractor in accordance with conditions contained in the Tender Document. Charges for unloading Equipment and Spares at site will be to Contractors account.

Sugar mill shall be responsible for provision at its cost, storage-cum-erection insurance coverage of all items of Equipment to be supplied under this contract.

4.3 Duties and Taxes4.03.01

Subject to clause 4.03.02 hereof and their applicability/admissibility, excise duty, sales tax and other similar statutory levies only on equipment and spares to be supplied under this contract shall be to sugar mills account on submission of sufficient documentary evidence (in respect of Excise duty and other similar statutory levies) and declaration (in respect of sales tax)for such claims having been remitted by him direct to Government/collected for remittance direct to Government.

Sugar mill shall not however, be responsible for reimbursement of excise duty, sales tax and other similar statutory levies paid by contractor on raw materials, components, equipment etc purchased by contractor for employment in manufacture/assembly/sale of equipment and spares to be supplied under this contract as such items would form part of the cost of manufacture/assembly/sale to contractor.

Also, sugar mill shall not be responsible for payment of any and all costs, expenses, charges etc in connection with the import by contractor of raw materials, components, equipment etc for employment in manufacture/assembly/sale of equipment and spares to be supplied under this contract as such items would form part of the cost of manufacture/assembly/sale to contractor.

4.03.02In respect of equipment involving assembly at sugar mills site subject of permission for sub-contracting being granted by sugar mill, contractor shall arrange wherever possible, dispatch of equipment/part thereof, components, bought outs etc direct from the sub-contractors/other manufacturers premises and treat such sales as:

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a) Sales by transfer of documents of title while goods are in transit under Section 6(2)(b) of the central sales tax act, 1956 if the movement to site is from another State;

b) Second Sales if the movement is within the State of Tamil Nadu and if the items also are not eligible Levies in respect of such sales.

4.03.03Sugar mill shall provide C Form where necessary/applicable.

4.03.04If it is ultimately found that excise duty, sales tax and other similar statutory levies on equipments and spares supplied under this contract are not eligible for such incidence, either fully or partly, the amount of such excise duty, sales tax and other similar statutory levies actually paid by sugar mill shall be refunded by contractor promptly to sugar mill without even waiting for a demand by sugar mill for refund of such amount.

4.04Contract Prices to Remain Firm and Fixed: Contract price of equipment and spares, contract price for complete erection, start-up and commissioning of equipment are and shall remain firm and fixed during the currency of this contract. They shall not be subject to any variation as a result of changes in cost of materials, labour etc or for any reason whatsoever during the currency of this contract, except as a result of modification requested/caused by sugar mill. Any modification that may have to be carried out by contractor for demonstration and fulfillment of the performance guarantees shall be solely to contractors account.

5. Terms of Payment:

5.1 For supply of equipment and spare parts:5.01.01

All payments in connection with the contract will be made by the Special Officer of the Sugar mill as follows:

a) Advance of 10% on the basic price is payable against production of irrevocable bank guarantee for equal amount obtained in any of the Nationalized Bank.

b) Next 70% on basic price along with excise duty, taxes, transport charges etc. is payable as per the agreement for purchase order with in 15 working days from the date of receipt of materials. The 10% paid as an advance will be adjusted.

c) 20% against erection of Plant and Machinery and after successful trials certified by the purchaser.

d) 10% after successful commissioning and performance trial for Decanter against the production of irrevocable Bank Guarantee from any Nationalised Bank equivalent to 10% value valid for 24 months from the date of successful performance trial.

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5.2 Sugar mills Right to Withhold Payment:Sugar mill shall have the right to withhold or nullify the whole or a part of any application of contractor for payment or any approval for payment to such extent as may be necessary to protect sugar mill from sustaining any loss on account of:

Short supply not made good by contractor Defective supply not rectified /made good by contractor Defective work not remedied/replaced by contractor Failure of contractor to fulfill and discharge promptly all his monetary

obligations to his sub-contractors either for material and/or for labour and/or other account.

Unauthorized deviations by contractor from the specifications, terms and conditions of supply/service.

Erroneous statements or invoices of contactor for the value of supply made/work done.

Non-payment by contractor of any of his dues to sugar mill on any account whatsoever.

and release the amount withheld only after satisfactory fulfillment by contractor.

5.3 No Interest for Delayed Payments for supply of equipment and spare parts/services rendered: No claim for interest will be entertained by sugar mill in respect of any moneys or balance which may be in sugar mills hand owing to any dispute or difference or misunderstanding between sugar mill and contractor or due to reasons beyond the reasonable control of sugar mill will however make its best efforts to effect payments as per agreed terms and conditions.

5.4 Taxes in respect of Payments for Services: All payments are subject to deduction of taxes, surcharge, educational cess etc. if any applicable at source as per the provisions of various acts. For deduction of taxes etc at source wherever applicable, from payments made to contractors, sugar mill shall provide contractor necessary tax deduction certificates.

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Returns of Bank Guarantees:The Bank Guarantee for Advance payment shall be returned by the Sugar mill direct to contractor not later than thirty (30) days after completion of all obligations of contractor under the said guarantee and upon a request in writing by contractor.

The Bank Guarantee for Performance of Contract and Warranty shall be returned by the Sugar mill direct to contractor not later than thirty (30) days following the date of completion of contractors obligation and upon a request in writing by contractor.

5.5 Bank Guarantee:5.05.01

The Bank Guarantee or guarantees required to be furnished by the contractor to secure the performance of the equipments supplied by the contractor or for any other purpose under the contract shall be on the form of set out by the purchaser and shall invariably include the following provisions.

a) The decision of The Salem co-operative sugar mill for ascertaining the loss or damage or default and/ or negligence on the part of the contractor shall be final and binding on the guarantor.

b) The right of the sugar mills shall not be affected or suspended by reason of the fact that any dispute or disputes have been raised by the contractor with regard to their liability or merely because the proceedings are pending before any Tribunal, Arbitrators or Court with regard thereto or in connection therewith.

c) The guarantor shall pay to the sugar mills at the instance of the invoking the guarantee for enforcing the legal remedy that may be available to them.

d) It shall not be open to the guarantor to know the reasons of or investigate or to going to the merits of the demand or to question or to challenge the demand or to know any fact affecting the demand or to require proof of the liability of the contractor before parting the amount demanded by the sugar mills under the guarantees.

5.05.02The Bank guarantee or guarantees required to be furnished by the contractor under the contract to secure the timely delivery or performance or warrantee of the equipments supplied by the contractor or for any other purposes under the contract shall be such period as may cover the period of complete supply, performance and warrantee respectively as the case may be and as stipulated in the contract.

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6. LIQUIDATED DAMAGES

6.01 Liquidated Damages for Delay in the supply of Equipments and spare parts/ completion of Services.

Should there be delay either in the delivery of equipment/part thereof or spare parts and/ or in rendition of services as may be undertaken by contractor and included in the contract, contractor shall pay as liquidated damages, and not as penalty, 1/2% (one half of one percent) of the total contact price of equipment and spare parts for each week of delay or part thereof subject to a maximum of 5% (five percent) of such total contract price.

For purpose of computing liquidated damages in the event of delay in delivery of equipment and spare parts, mere dispatch of equipment and spare parts within the agreed date of delivery which are not in accordance with the specification/standards found acceptable by sugar mill would not amount to delivery within the agreed delivery date.

Equipment and spare parts shall also be deemed to have been delivered within the agreed delivery date only when all its component parts also are delivered. If certain components of equipment are not delivered in time, equipment shall be deemed to have not been delivered until such time the undelivered parts are delivered.

Should sugar mill be exposed to additional cost arising out of any increase in the incidence of excise duty, sales tax and other similar levies on the equipment/part thereof delivered beyond the agreed delivery date, such additional cost will be to the account of contractor at actuals. This shall be in addition to the liquidated damages specifies in Para I of this clause.

Notwithstanding anything stated in the foregoing paragraphs of this clause, should contractor succeed in the commissioning to the satisfaction of sugar mill of any and all items of equipment covered by the contract with in the time limit that would be specified in the contract. Sugar mill may, at its sole discretion, considered condonation of the delay either in the delivery of equipment or in the rendition of each of the other various services covered by the contract and also waiver either in full or in part levy and collection of liquidated damages which would have otherwise been payable by contractor.

This waiver, either in full or in part, shall not however be applicable in respect of the costs arising on account of the increase in the incidence of excise duty, sales tax/VAT and other similar levies at actuals as provided in Para 4 of this Clause.

6.2 Liquidated Damages for Failure to Achieve Guaranteed PerformancesIn case Contractor is unsuccessful in demonstrating the performance of any all items of Equipment covered by the contract and process parameters within one crushing season from the date of completion of commissioning of equipment, then contractor shall pay sugar mill as liquidated damages and not as penalty such amount as may be given below. In any case, the total of

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all the liquidated damages for failure of the percentage guarantees will not exceed 5% (Five percent) of the total contract price.

For every increase in 0.2% Pol of Filter Cake above 2.0%, 0.5% of contract value will be levied subject to a maximum of 2.5%.

For every 3% reduction in solid removal 0.5% of contract value will be

levied subject to a maximum of 2.5%.

6.3 Non-Payment of Liquidated DamagesIn the event pf non-payment, by contractor, of the liquidated damages and the costs referred to above, sugar mill shall, without prejudice to any other mode of recovery, deduct the total amount of the dues from any money owing to contractor. In the event no amount is due to contactor, the Performance Bank Guarantee will be invoked to recover the amount without prejudice.

7. REPRESENTATIONS, WARRANTIES AND REPLACEMENTS.

7.01 Warranty Period: The warranty period shall be twenty four (24) months from the date of commissioning of equipments.

7.2 Contract represents and warrants to Sugar mill7.02.01

The design of all items of equipment will be modern, approved and of the latest type as developed by recent experience and that each item of equipment shall be capable, under normal use, operation and maintenance of accomplishing the purposes for which it is supplied.

7.02.02

Each item of equipment shall comply with the relevant drawings and otherdescription furnished thereof by sugar mill or contactor as the case maybe. Equipment and spares supplied under this contract shall be new and unused.

7.02.03Materials, workmanship, fabrication and construction of equipment shall be of high quality and shall conform to the latest relevant standards and engineering practice.

7.02.04Equipment when erected and assembled at site will constitute a complete, efficient, functioning unit capable of practical operation on a commercial scale at the rate and capacity set forth in the specifications hereof.

7.02.05Equipment including any extras, will in all respects comply with the specifications hereof and the specifications for any such extras and the representations and warranties set forth herein.

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7.02.06Contractor at the time of delivery to sugar mill of Equipment and spares will own the same free and clear of all liens and encumbrances.

7.03During the aforesaid warranty period, contractor shall at his own expense, upon written demand by sugar mill, promptly repair or replace free of cost to sugar mill at site any item of Equipment/part thereof and spares.

a) Which may not comply with the specifications hereof and the representations and warranties set forth herein; or

b) Which may be defective or incorrect design; orc) Which under normal and proper use and maintenance proves defective

in workmanship or materials.

7.04 If contractor fails to repair or replace any defective items of Equipment/part thereof and spares promptly sugar mill may repair or replace the same at the contractors risk and expense without prejudice to any other rights which sugar mill may have against contractor. Prior to taking such remedial action, Sugar mill will give fifteen days notice to contractor to review the situation and advise steps to be taken. Failure to reply or take steps to repair or replace the defective item within fifteen days after the receipt of notice by contractor shall constitute authority for sugar mill to proceed with the repairs or replacements of contractors risk and expense.

7.05 Where replacements for defective parts which are to be repaired or replaced under this warranty are available in sugar mills own spares store. Sugar mill shall make such parts available as replacements and contractors shall provide repaired or new parts in replacement thereof or pay for the cost within the specified time limit acceptable to sugar mill.

7.06 All repairs and replacements carried out by Contractor to rectify defects shall be made to the satisfaction of sugar mill.

7.07 Any and all repaired/replaced items Equipment/part thereof and spares and any portion of the work which might have been affected by such defect shall be covered by this warranty on the same conditions that apply to original Equipment and spares for a period of twelve months from the date of ouch repair/replacement.

7.08 In case contractor is also required to undertake erection, start-up and commissioning of Equipment, then if any portion of the work of erection, start-up and commissioning of Equipment proves to be defective, within the aforesaid warranty period, of all items Equipment to be supplied under this contract due to any fault in erection, start-up and commissioning, contract, if promptly notified defects in such erection, start-up and commissioning and complete to the satisfaction of sugar mill.

a) The commissioning of all items of equipments; andb) Performance guarantee tests of all items of equipment.

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7.9 Subject to the limitation specified in Clause 14 hereof,Contractors liability for warranty under this Clause is in addition to and independent of any other liability undertaken by contractor to sugar mill under any other provisions of this contract.

7.10 Responsibility for Performance of Contract7.10.01

Contract is entirely responsible for due performance of this contract in all respects according to the intent and meaning of the drawings, specifications and all other documents referred to in this contract. Any approval which sugar mill/sugar mills authorized representative may have given in respect of stores or materials or other particulars or work or the workmanship involved in the execution of this contract (with or without test carried out by contract or sugar mill) shall not bind sugar mill and not withstanding any approval or acceptance given by sugar mill/consultant/mills authorized representative, it shall be lawful for sugar mill to reject any item of equipment and spares on arrival at site or any work of erection supervision/erection if it is found that the item supplied or erection supervision/erection work carried out by contractor is not in conformity with the terms and conditions of this contract in all respects.

7.10.02Contractor shall procure and/or fabricate all equipment and shall undertake erection as provided in this contract in accordance with all requirements of Central and State Enactments, rules and regulations governing such work and codes and standards specified in this contract and normal considerations of quality and good workmanship.

8. ASSIGNMENT/SUB-CONTRACTING

8.01 Contractor shall not assign or sub-let this Contract or any part thereof without the prior written consent of Sugar Mill. This consent shall not, however be denied unreasonably.

8.02 Any sub-contracting by Contractor shall not relieve him of his responsibility for performance of his obligations under this contract.

9. ACCESS TO CONTRACTORS DOCUMENTS

9.01 Contractor when required by sugar mill shall produce all necessary documents to prove that the Equipment/Part thereof supplied by him are in conformity with the specification laid down in the Contract.

10. CONFIDENTIALITY

10.01 All process details, engineering data, drawings, documents, correspondence, decisions and orders concerning the Contract shall be treated as confidential and/or restricted in nature by both parties and they shall not divulge or allow access to them by any unauthorized person.

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11. TEMPORARY SUSPENSION AND CANCELLATION OF CONTRACT.

11.01 Temporary Suspension: Sugar mills may at any time temporarily suspend or stop the execution of the contract or any part thereof by notice in writing to contactor. All works so suspended or stopped shall be resumed by Contractor based on a schedule to the mutually agreed upon between sugar mill and contractor.

11.01.02Sugar mill will not pay contractor for any work which is performed during such an interval of suspension/stoppage and sugar mill shall not be liable to contactor for any damage or loss caused by suspension/stoppage of work.

11.2 Cancellation of Contract11.02.01

Sugar mill may, at its option and without prejudice to its rights under the contract, cancel the contract either in full or in part at any time by simple written notice to contractor in case of contractors non-compliance with the various obligations/responsibilities undertaken by him under the contract and more particularly in case of any of the following circumstances.

If contractor shall become bankrupt or insolvent; or assign or sublet the contract or any part thereof, or abandon the contract ; or without reasonable cause fail to commence execution of the contract within the stipulated period or suspend the progress of the execution of the contract after receiving from sugar mill written notice to proceed; or fail to proceed with the execution of the contract with due diligence according to the agreed time schedule; or if during the work, it appears that the design, specifications, recommendations or supplies provided by contractor do not conform to good engineering or fabrication/manufacturing practices; or fail to employ competent staff and labour; or disregarded the instructions of sugar mill in relation to the execution of the contract; or fail to execute the contract in accordance with the agreed terms or neglect to carry out his obligations and responsibilities under the contract.

11.02.02In case of cancellation of the unexecuted portion of the contract in part, contractor shall continue performance of the contract to the extent not cancelled by sugar mill. In case of cancellation of the unexecuted portion of the contract in full, the contractor shall immediately stop all work in the contract. Sugar mill shall be at liberty to obtain the balance of the Equipment/part thereof without prejudice from any other agency and also carry out the residual portion of the services with its own personnel and/or through any other agency even if it be in excess of the original contract price, at the risk and cost of contractor.

11.02.03In addition to the rights provided under this Clause, Sugar mill may exercise any other