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STATUS AS ON 16-01-2020

Name Of Pump Order Value System Ingridients Advance


Panel Inverter Battery Received
1. Sathi 180000/- 325WP-6no 5.5KVA/48V-1no 100ah/12V-4no Nil
2. Evergreen 170000/- 325WP-6no 5.5KVA/48V-1no 100ah/12V-4no Nil
3. Aarannyak 250000/- 325WP-16no 6.5KVA/96V-1no 120ah/12V-8no Nil *
4. Ganapati 225000/- 325WP-10no 5.5KVA/48V-1no 120ah/12V-4no Nil
5. Guin Bros 225000/- 325WP-10no 5.5KVA/48V-1no 120ah/12V-4no Nil
6. Joytara 250000/- 325WP-16no 6.5KVA/96V-1no 120ah/12V-8no Nil *
7. SreeSai 205000/- 325WP-10no 5.5KVA/48V-1no 150ah/12V-4no Nil
Consortium of Agreement

This Memorandum of Understanding (the “MOU”) is entered into on this __


day of _____________________ at Kolkata amongst:

MOUSUMI INNOVATIONS, a company incorporated under the provisions of


the Companies Act, 1956, having its registered office at 103/5 B K Street, Daga
Complex – 3, Flat – B203 , Uttarpara, Hooghly-712258, West Bengal, represented by
its Chief Consultant, Mr. Himangshu Chatterjee, duly empowered for the
purposes hereof (hereinafter referred to as “MI”, which expression unless repugnant
to the meaning or context hereto shall include its successors-in-interest, attorneys
and assignees) of the FIRST PART;
AND

NATIONAL SOLAR, a company incorporated under the provisions of the


Companies Act, 1956, having its registered office at Boilapara, Bishnupur , District -
Bankura,West Bengal, Pin code - 722122 , represented by its Business Head , Mr.
Kalyan Chatterjee duly empowered for the purposes hereof (hereinafter referred to
as “NATSOL” which expression unless repugnant to the meaning or context hereto
shall mean and include its successors-in-interest, attorneys’ and assignees) of the
SECOND PART;

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MI and NATSOL are hereinafter referred to individually as the “Partner” and collectively as
the “Consortium Partners”.

WHEREAS:
A. MI and NATSOL being experienced in the marketing , procurement & execution of
order have constituted themselves as a TEAM to pool up their experiences, expertise
and resources to submit offer to the Purchaser in response to the notification and in
the event for successful process to execute the Project in line and in accordance with
the provisions contained in the Tender document(s), upon the terms and conditions
hereinafter appearing:
B. MI & NATSOL both will provide their services in Marketing area to pool up their
experiences , expertise & resources to submit offer to the purchaser in response to
the notification and collect work order from future customer for supply, installation,
commissioning and maintenance of Solar product on open tender/ notifications
basis or on persuasion with prospective customer.
C. NATSOL being experienced in the execution of works have constituted himself as a
Service Provider to pool up their experiences, expertise and resources and in the
event for successful process and being Financially supported the contract for the
Project (the “Contract”) by the MI, to execute the Project in line and in accordance
with the provisions contained in the notification document(s), upon the terms and
conditions.

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS


FOLLOWS:

1. OBJECTIVE

1.1 The Partners to this MOU have formed a Consortium under the name and style of
“MI” for the purpose of submitting the offer of the Project and in the event of
emerging successful in the process and the Contract will be executed in line and in
accordance with the provisions contained in the Notification document.

1.2 This MOU shall be read in conjunction with and in addition to the Consortium
Agreement. In the event of any conflict between the provisions of this MOU and the
Consortium Agreement, the provisions of this MOU shall prevail.

2. LEAD MEMBER

2.1 The Partners agree that MI shall act as the Lead Member of the Consortium (the
“Lead Member”) during the Tender/notification/persuasion process and in the
event of award of the Contract, shall continue to act as the Lead Member till the
completion of the Project.

2.2 MI shall be responsible for furnishing the EMD as stipulated by the Purchaser.

2.3 MI shall be responsible for furnishing the Performance Guarantee and other bonds
and guarantees as stipulated by the Purchaser after award of the Contract.

3. EXTENT OF PARTICIPATION
3.1 For all purposes on the implementation and performance of the Project, the Partners
shall share benefits and/or liabilities incurred by the Consortium in proportion to
their respective scope of work as specified in Tender/notification Document
which shall be read as part of this MOU.

4. SCOPE MATRIX

4.1 MI & NATSOL shall be responsible for the provision of, without limitation, all
resources required for the proper fulfillment of its ‘Scope of Work’ as detailed in
Tender /notifications Documents which shall be read as part of this MOU.
4.2 MI shall be responsible for supply of ALL MATERIALS and /or part thereof as
mentioned in NIT and NATSOL shall fully responsible to execute the Project in line
and in accordance with the provisions contained in the Tender/notification
document/ Works Order.

5. COMPETENCY

5.1 The Partners covenant that the Partners are duly organized, validly existing and in
good standing under laws of their respective countries and have the corporate power
and authority to enter into this MOU and perform their obligations.

6. EXCLUSIVITY

6.1 The Partners shall co-operate on the basis of exclusivity in such a manner that, in
relation to matters falling under the scope of this MOU, none of them shall enter
into an arrangement, collaborate or participate in any way, whether directly or
indirectly (including as subcontractor or supplier), with any third Party other than the
undersigned without the prior written approval of the other Partner. Such approval
will not be unreasonably withheld by the other Partner.

7. INDEMNITY

7.1 The Partners agree to indemnify, defend and hold each other harmless from and
against any liability, losses, cost, expense, claim, judgment, awards, settlement or
damage that the CONSORTIUM may incur or be required to pay to the
PURCHASER or any third party, caused by their acts of omission or commission
arising out of their respective Scopes of Work in the Project. The provisions of this
clause shall survive the termination of this MOU.
7.2 The Partners agree to indemnify that LEAD Member shall not be liable and /or
responsible for any accidental cause of any Worker/Staff/Member/ Labour during
the course of execution of the project.
7.3 The Partners agree to indemnify that LEAD shall not be liable and /or responsible
for any Social security Under the provision of Social Welfare act regulation in
INDIA for Personnel engaged by SECOND PART.
7.4 The Partners agree to indemnify that LEAD Member shall not be liable and /or
responsible for any claim of money or guarantee for any Personnel engaged by
SECOND PART.

8. CONFIDENTIALITY

8.1 Each Partner agrees to maintain throughout the period of this MOU and thereafter
for a further two (2) years the confidential information acquired from the other
Partner and undertake not to divulge such confidential information without the prior
written permission of the other Partner. Without prejudice to the generality of the
foregoing each Partner agrees to limit the use of documents, drawings, computer
systems and programs and other specialized information of the other Partner solely
for the preparation of the Documents, the execution of the Project and the
requirements of the Contract.

9. AUTHORIZED MEMBER OF THE CONSORTIUM

9.1 As per Clause No. 2, Sub clause: 2.1 of this MOU in terms of the Project/ works
order specifications LEAD MEMBER Firm shall nominate a person to be the
authorized member on behalf of the CONSORTIUM Firm to deal with the tender,
sign the agreement or enter into contract in respect of the said tender and similar
such action in respect of the said tender. All notices, correspondences as well as
communications would be sent only to the authorized member for the entire
duration of the contract till the contract is satisfactorily and mutually closed. The
authorized member shall immediately on receipt of the same inform the Lead
member, MI and second partner, NATSOL about all such notices , correspondences
, communications as well as status of all payments issued/released by the
PURCHASER of the said Project/works order during entire duration of the
contract. Pursuant to above, it is hereby proposed that Mr. HIMANGSHU
CHATERJEE shall act as the Authorized member of the CONSORTIUM Firm till
the entire duration .

9.2 Each member of the CONSORTIUM shall appoint one representative to witness
CONSORTIUM measurement of work done and to sign measurement books as per
their respective scope of work on award of the contract.

10. PAYMENT TERMS

10.1 All payments issued/released by the PURCHASER of the said tender will be
received only in the account of ‘MI’. As stated above, MI shall account for all
payments related to the contract generally from the PURCHASER. Subsequently,
the above authorized member shall be solely responsible to arrange to disburse
payments to the concerned member of the CONSORTIUM Firm strictly in
accordance with the billing schedule and disbursement of the payments finalized by
both members of the firm in proportion to their scope of work immediately after the
receipt of the payment in the MI Account. The disbursement of the above payment
shall be made from the said MI Bank account as soon as the payment received from
the PURCHASER based on Letter of Award (LOA) of the contract is received.

10.2 The authorized member shall keep Lead member MI and second partner, NATSOL
informed about status of payments received, disbursement of payments and on going
expenditure on regular interval (fortnightly basis) during entire duration of the
contract. The authorized member shall organize to issue regular MIS related to this
contract to both the member of CONSTORTIUM.

10.3 Further since all the disbursement are to be from the MI Bank Account no
parameter shall unduly withhold disbursement of the payment, which may result in
stoppage/holdup/delay of the further procurement and execution of the project.

10.4 Every fortnight there will be a joint review meeting to assess the progress of the
activities and minutes of such meeting shall be duly noted and signed by each
representative of the CONSORTIUM members so that we maintain the committed
schedules of the project.

11. TAXES, DUTIES, PERMITS AND STATUTORY OBLIGATIONS

11.1 The CONSORTIUM shall take all necessary steps to comply with local laws and
regulations with regard to present and future taxation, duties, fees or assessments of
any nature levied on it in respect of the Project .
11.2 The Partners shall be fully responsible to the extent of their respective Scope of
Work for the compliance of all relevant and applicable regulations.
12. VALIDITY AND TERMINATION

12.1 This MOU shall be valid from the date hereof and remain in force until the
occurrence of any of the following events:

a. The Partners decide unanimously not to present the Tender/Notification for the
Project;
b. On the award of the Project to any third party other than this CONSORTIUM
or final rejection of the Tender by the PURCHASER;
c. The PURCHASER cancels the Tender/Notifications for the Project;
d. In the event of the Project being awarded to the CONSORTIUM, on the
completion of the Project and upon all the financial obligations between the
PURCHASER, the CONSORTIUM and any third parties, being logically
concluded.

13. EXCLUSION OF GENERAL PARTNERSHIP OR AGENCY

13.1 This MOU is not intended nor shall it be construed as constituting a relationship of
partnership or agency between the Partners or any continuing relationship or
commitment between the Partners after termination thereof. None of the Partners
(nor any of their respective employees or representatives) shall have any authority
whatsoever or create, vary or assume in the name of the CONSORTIUM formed
hereunder or on behalf of the other Partner, any rights or obligations express or
implied for any purpose, save as otherwise specifically provided herein.

14. AMENDMENTS

14.1 Any amendments to this MOU shall be in writing and signed by the Authorized
Representative of each Partner in the form of an Addendum to this MOU which
shall be read as though it were a part hereof.

15. RESOLUTION OF DISPUTES AND ARBITRATION

15.1 If a dispute or difference arises between the Partners hereto in connection with this
MOU or the Contract, then any of the Partners shall give to the other Partner a
notice of such dispute or difference and such dispute or difference shall, if possible,
be resolved amicably between the Partners within thirty (30) days of such notice.

15.2 In the event of the Partners not reaching an amicable agreement, the dispute shall be
definitively resolved by Arbitration in accordance with the Arbitration and
Conciliation Act, and/or any statutory modifications thereof by sole/five arbitrators.
If a sole arbitrator is not acceptable to the Partners then each Partner shall appoint
one arbitrator and the arbitrators so appointed shall appoint two more arbitrators.
15.3 The seat of Arbitration shall be at Kolkata and the arbitration proceedings shall be in
English. Any Arbitration decision shall be final and binding upon the Partners.

16. PARTIAL INVALIDITY OR UNENFORCEABILITY

16.1 In case any provisions of this MOU should be or become legally invalid or
unenforceable, the validity or enforceability of the remaining provisions of this
MOU shall not thereby be affected.

17. ASSIGNMENT

17.1 The Partners shall not have the right to assign or transfer any part of their respective
rights or obligations created under this MOU to any third party or parties without
the prior written consent of the other Partner.

18. MISCELLANEOUS

18.1 Should any part, term or provision of this MOU, be determined by an Arbitration
decision to be unlawful and of no effect, the validity and enforceability of the
remaining portions or provisions shall not be affected thereby.

19. APPLICABLE LAWS

19.1 This MOU shall be governed by the Laws of India and shall be subject to the
exclusive jurisdiction of courts at Kolkata, India.

20. OTHER MATTERS

20.1 All other matters not stipulated in this MOU shall be discussed and decided mutually
between the Partners.

21. COUNTERPARTS

21.1 This Agreement is executed in two (2) counterparts, one for each of the Partners
which when executed and delivered shall constitute one and the same document.

IN WITNESS THEREOF, the Partners hereto have caused this MOU to be signed in
two (2) counterparts (one for each Partner) by their duly authorized representatives, as of the
date and year of first above written in the presence of:

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Signed for & on behalf of:
MOUSUMI INNOVATIONS Witness:
(Lead Partner of CONSORTIUM)

______________
Authorized Signatory ( Seal ) Name & Signature

Signed for & on behalf of: Witness:


NATIONAL SOLAR
(Other Partner of CONSORTIUM)

______________
Authorized Signatory ( Seal ) Name & Signature