Communication Network Centre(V) Naval Base C/o Fleet Mail Office Visakhapatnam-530014.

Telephone:0891 2812630 Fax No:0891 2577059

Quoting:307/OFC/11 To M/s
REQUEST FOR PROPOSAL FOR LAYING OF OFC AND END EQUIPMENT AT COMNETCEN(V),TS(V) AND EXCHANGE

Note:This document contains total 30 pages,No changes in the Document by the bidder is permissible

1.

Quotations in sealed cover are invited for laying of optical fiber cable and installing the end equipments at Comnetcen (v),TS(v) and exchange.Shedule of requirements is placed at encl1(Schedule of Requirements)Technical specifications are placed at encl 2 to this enquiry. Genaral information about the Tender:(a) (b) (c) (d) (e) Tender reference No.307/OFC/11 Last date and time for receipt of tenders 03 jan 1200 hrs 11. Time and date for opening of tenders 10 jan 1500 hrs 11. Place of opening of tenders COMNETCEN(V) Address for Communication:-

Comnetcecn N etwork Centre(VZG) Naval Base C/o-Fleet Mail Office Visakhapatnam-530014 (f) Quatation shall remain valid till 180 days from the date of opening of the Commerical Bid.

Submission/Opening of Tender 2. PLEASE SUPERSCRIBE OUR REF NO.AND DATE OF TENDER OPENING ON SEALED COVER.FAILURE TO DO SO WILL RENDER YOU OFFER INVALID.

3.

Sealed quotations addressed to Communication Network center(v).Naval Base, C/o Fleet Mail Office Visakhapatnam-530014 should be dropped in tender box marked as: TENDER BOX NO.COMNETCEN(V)

And kept near the reception at Communication Network Centre ,Visakapatnam or to be sent by registerd post so as to reach this office by due date and time ,No, responability will be taken for postal delay or non delivery /non receipt of tender documents. 4. Sealed quotations will be opened by a committee on due date and time .Your authorized representative from the company can attend the tender opening .If due to any exigency the due date for opening of tenders is declared as closed holiday,in such cases the tenders will be opend on next working day at the same time or any other day/time as intimated by the buyer. 5. Your sealed quotations both(Technical and Commerical in case two bid are required )should reach to this office latest by (Time)hrs on (date).The technical Bid would be opened by a committee on (time) hrs on (date).The date of commercial Bid will be intimated after acceptance of technical Bids . 6. Tender sent by FAX will not be considerd .Tenders found in sealed box will be only be considered To avoid any complications with regard to Late Receipt/Non Receipt of Tenders,it may please be noted that responability rests with the tender to ensure that tenders reach this office before due date .Late quotes will be rejected out rightly. 7. In case your firm is not willing to quote due to any reasons,your regret should be faxed well before due date failing which your firm can be de-listed from vendor list . 8. Commerical offers will be opened only of those firms ,whose Technical offers have been found suitable after technical evalution .The commercial offer must be firm and valid for least 180 days from the date of submission of offer. 9. The commercial Offer will be opened by a committee and if firm desires, may depute their reoresentative ,duly authorized in writing, to be present at the time of opening of tenders.Further negotiation will be made only with the lowest bidders(L1) as determined by the committee. The date ,time and venue fixed for this purpose will be intimated separately after the Technical evalutions are completed. Delivery Schedule:10. The contractor is to indicate the completion of the project in the Technical Bid .The time frame is not to exceed 04 months from the date of issue of supply order. 11. Contract can be cancelledunilaterally by the buyer in case items are not received within the contracted delivery period.Extension of contracted delivery period will be at the sole discretion of the Buyer,with applicability of LD clause. 12. Preference shall be given to those offers supplying within the prescribed delivery schedule ,which shall be the essence of the contract Liquidated Damages@0.5% per week subject to a maximum of 5 % of the undelivered stores will be recoverd in case of delay in delivery beyond the accepted delivery period as enumerated in the enclosed STACs. Commerical Aspects:13. Earnest Money Deposit(EMD)-All the completed tender documents(Technical as well as Commerical bids)Should be submitted along with earnest money for an amount of Rs.1,00,000.00(Rs.One Laksh Only) by way of demand draft in favor of Addl.CDA(navy),Visakhapatnam.The earnest money will be refunded to all bidders except technically cleared vendors on completion of technical evalution.On opening of commercial quotes,earnest money will be returned to all except the l 1 firm (which will be arrived at by a Board of officers by way of screening the submitted Technical & Commerical bids).No intrest will be paid on the amount of Earnest money held by Indian Navy in the context of the project.EMD would stand forfeited if successful tender with draws amends,impairs and derogates from the tender within the validity period of different phases of the related project.

14. Taxes & Levies. Details of Excise Duty,if any ,are to be indicated.Exemption Certificate for Octroi,Custom Duty,Excise and form D for admitting CST @4% will be provided if specified & applicable. 15. Performance Guarantee. Firm shall give performance bank Guarantee equivalent to 10 % of the total contract in the form of bank Guarantee/Demand Draft within 10 days of receipt of work order in favour of Addl.CDA(Navy),Visakhapatnam.The Validity of the PGP will be 12 months from the effective date .Bank Guarantee should be valid up to warranty of stores. 16. Quality Assurance. After the contract is negotiated ,the firm would be required to provide the standard Acceptance Test Procedure (ATP).The item should be of latest manufacture conforming to the current production standard having 100% defined life at the time of delivery .Warranty should be minimum 12months from the date of acceptance of the system .If any of the systems/components become unsupportable,it will be the vendor s responsibility to replace/upgrade this component and integrate it with the rest of the system and issue change management documents.The Optimux,media converters will also be coverd in the warranty. Evalution Criteria: 17. The board guidelines for evalutions of offers will be as follows:(a) Only those offers shall be evaluated which are found to be fulfilling all the eligibility and qualifying requirements of the tender,both technically and commercially. (b) The Lowest Acceptable tender shall be considerd further for placements of Contract/Supply Order after complete clarification and price negotiations as applicable. (c) Delivery within Stipulated months of signing-of contract shall be accepted.However,preference will be for shorter delivery period and loading will be done as per prevailing rules. Option Clause: 18. The contract shall have option Clause ,wherein the buyer can exercise an option to produce an additional 50% of the original contacted quantity in accordance with the same terms and conditions of the present contract.This shall be applicable within the currency of contract. The bidder is to confirm the acceptance of the same for inclusion in currency of contract .The bidder is to confirm the acceptance of the same for inclusion in the contract.it will be entirely the discretion of the buyer to exercise this option of not . Repeat order Clause: 19. The contract shall have a Repeat Order Clause, wherein the buyer can order upto 50 % quantity of the items under the present contract within six months from the date of successful completion of this contract, cost,terms and conditions remaining the same.Request confirm acceptance of this clause.It will be entirely the discretion of buyer to place the repeat order or not.

20. Standard Terms and Conditions of Contrct(STACs): Firm shall required accept our standard Conditions of Contract .Copy of the same is enclosed (Encl 3).In addition standard clauses regarding agents/agency commissions,penalty for use of undue influence,access to books of accounts,arbitration and laws would be incorporated in the contract.

21. Payment Terms: The payment will be made through Addl.CDA (Navy),Vishakapatnam with in 30-45 days through ECS banking/Cheque after submission of contingent bill. 22. Placement of Order: The purchase Order will be placed on successful conclusion of negotiations on L 1 firm.

23. Pre-Bid Vendo Conference: Pre-Bid Conference shall be organized at Comnetcen(v) on 06 Dec 2010 at 1000 hrs.All bidders are requested to study the tender documents carefully and clarify the queries by the

Comnetcen(v).The Comnetcen(v) shall prepare minutes of the conference proceedings and circulates to all bidders for common understanding of the work.Disscussions on the Terms Of Refferences (TOR) mentioned in the technical proposal are welcome and amendment may be carried out due to any valid suggestions,to improve the TOR subject to discretion of Comnetcen(v).Bidders are requested to make presentations on their proposed solutions for Comnetcen(v) .

24. This RFP is being issued with no financial commitment and purchaser reserves the right to change or vary any part thereof at any stage.Purchaser also reserves the right to withdraw the RFP should it be so necessary at any stage. Please acknowledge receipt.

Commander Officer-in-Charge

Encl:1. 2. 3.

Schedule of Requirements Technical Specification Standard Terms & Conditions of the contracts

Enclosure I of 307/OFC/11 SCHEDULE OF REQUIREMENTS

Dated 26 Nov 10

S.NO 1 2 3 4 5 6

Events
Pre-Bid Conference at Comnetcen(v) Site Visit with Comnetcen(v) Rep Date of Tender Submission Date of Opening of Technical bid date Comnetcen(v)Premises Opening of Commerical Proposal at Comnetcen(v) Premises Validity of quote

Date
06 Dec 10 06 Dec 10 03 Jan 11 10 Jan 11 Will be intimated by the letter 180 days

Enclosure II of 307/OFC/11

Dated 26 Nov 10

TECHNICAL SPECIFICATIONS FOR THE LAYING OF OFC AT COMNETCEN(V),TS(V)

AND TELEPHONE EXCHANGE

1. This document outlines the requirements for laying of Optical Fiber cable between Comnetcen(v),TS(v) and
Telephone Exchange.The document broadly covers the back ground,scope,technical specification for implementation from the user perspective and other general characteristics of equipments.The document is organized in four parts as mentioned below:(a) Part IGeneral Considerations (b) Part IITechnical Specifications (c) Part IIICommerical Specifications (d) Part IVAcceptance and Evalution criteria

2. The document consists of following Appendices:(a) (b) (c) (d) (e) (f) (g) (h) Appendix AAppendix BAppendix CAppendix DAppendix EAppendix FAppendix GAppendix HBill of material/scope of work OFC Specification Optimux Specification Vendor Evalution Compliance Matrix Matrix for Technical Compliance Format for Technical Compliance Matrix Format for Commerical bid PBG Format

Part I-General Consideration

1. Comnetcen (v),TS(V) and telephone Exchange are required to be connected on the optical fiber backbone.There will be a requirement to lay the 24 and 12 crore optical fiber between the above mentioned locations and connectivity should be proved between the above mentioned locations on optimux .Technical details are contained in part II. Two Bid Systems. The vendor will have to submit two separate bids ,in two separate envelopes.On envelope will be marked as Technical Bid and will contain the technical bid.The other envelope will be marked as Commerical Bid and will contain the commercial bid.Both the bids are to be submitted together at the indicated time,date and venue.The Commerical bid will be opened only if the technical bid is found to be in order and meets the qualifying criteria. Pre Bid Vendor Conference. To bring all vendors at par,a pre bid vendor conference will be organized within two weeks of floating the vendor enquiry.All vendors should attend this conference.A maximum of two representative of a vendor would be permitted to attend the conference.The buyer will answer all questions raised by vendors during this conference.If any questions cannot be answerd immediately,written replies will be sent to all vendors .A summary of all questions asked and answers provided will be subsequently forwarded to all vendors irrespective whether vendor had attend the conference or not .All vendors will be deemed to have attended the conference even if a vendor remains absent and does not attend the conference.after the conference ,the buyer may not entertain any clarifications from the vendors,on the technicalities of the tender enquiry.Howerever,the buyer reserves the right to seek clarifications on the T-bids submitted by the vendors during technical evalution of the bids.The vendors may ask for visit to any nominated ship for on-site understanding of the complexities of the proposed system.

2.

3.

Part II-Technical Specifications 1. It is planned to lay the Optical fibre cable from Comnetcen(v) to TS(V) and telephone exchange.The scope of work involves he supply ,installation ,integration,testing and commission of the optimux on optical fiber backbone. General Scope of Work. This would broadly encompass following:(i) Supply of OFC,Opptimux and end components as per bill of material. (j) Laying of OFCas mentioned in the bill of material. (iii) The vendor is responsible for the any damage to the government property.any damage done by the vendor has to be rectified at the earliest. (iv) The vendor has to take clearance from the buyer/this office before carrying out the any digging and laying of optical fibre. Installing of optimuxes and hand over to the user in accordance with the instructions provided by the Navy. Warranty support post commissioning.

2.

(v)

(vi)

(vii)

The optical fiber should be laiod as the international standards .The trench should be digged at least 3 feet then the HDPE pipe containg OFC should be laid then it should be coverd with the sand and thereafter brick.then the trench should be filled with the soil.

(viii) Any road required to be repaired at the earliest. (ix) (X) The detailed scope of work is placed in Appendix A . The vendor has to submit the 05 copies of the route chart of OFC(neat chart with pictorial representation of the hard soil ,soft soil,OFc laid(24/12),road the)with the specified distance

3.

The vendor shall be Prime contractor for the above mentioned functions. The Project duration, including final system acceptance by the end user should not exceed 04 months. warranty: installation. The vendor is required to provide the warranty of one year from the date of completion of the

PART III-COMMERICAL CONSIDERATION 1. Commerical Bids : The Commercial Bids are to correspond to the technical bids and contain all costing details as per the bill of material.Commerical bids of only technically qualified vendors will be considerd. PART IV EVALUTION CRITERIA

1.

The evalution will be carried out in three stages as indicated below:(a) Vendor Evalution. (b) Technical Evalution (c) Commerical Evalution. Vendor Evalution

2.

3.

4. 5. 6. 7. 8.

Manadatory Quality Certifications. The vendor must possess ISO 9001 : 2000 certification.The vendor should have laid the Optical fiber for the government agencies.The manadatory quality certification as stated above must be active and valid during the currency of the complete project .Appropriate documentary proof for the periodic internal and external audits must be furnished along with the Technical Bid. The organization should have an overall annual turnover of not less than Rs.Two Crores.The vendor must have implemented at least one IT/OFC/Networking project for any government agency/Indian Navy .A proof to this effect is to be submitted.A copy of the contract must be submitted as proof. It must be noted that CONSORTIUM approach is not acceptable. The vendor must have an established services base at Visakhapatnam. The vendor must enclose the tender specific authorization from the OEM specifying the current partnership status of the vendor . The compliance to vendor evalution criteria should be submitted as per the format placed at Appendix D . Only those firms which qualify Vendor Evalution will qualify for Technical qualification.The firms are required to submit a detailed project plan is to give break down of skilled and unskilled manpower proposed to be used in implementation of the project.

A para wise compliance matrix for all features listed in the RFP is to be given.The format for the same is placed at Appendix D .If any feature cannot be complied with,the same needs to be brought out by the vendor providing detailed justification.Only those additional features which significantly enhance the performance of the system are to be indicated and justified. 10. The compliance to technical evalution criteria should be submitted as per the format placed at Appendix E . 11. For Computation of L1 the cost of items at the Commerical bid format placed at Appendix G would be considerd. 12. Should the decision to include the optional items be taken the same would then also be included for computation of L1.

9.

FORMAT FOR TECHNICAL BID 1. The technical Bid should consist of the documents in the sequence given below:(a) Index page indicating the technical bid contents with appropriate page numbers. (b) The Compilance matrix for Vendor Evalution Criteria stated at Appendix D, along with the required supporting documents in the same sequence. (c) Project Plan,in accordance with para 2 of Part II of the RFP ,Bill of material as per Appendix A And Site survey. (d) The Compilance matrix for Technical Evalution criteria(Appendix E) (e) Compilance matrix for Technical requirements. (f) Assumptions,Exclusions,Concessions,Deviations. (g) Para wise acceptance of STACs.

STANDARD TERMS AND CONDITIONS OF CONTRACT

Annexure H: 1.

format for Performance Bond.

Definations. In the context of this document following defenations will apply:-

(a) (b) (c) (d) (e)

Purchaser. The Purchaser is the President of India acting through the authority issuing the purchase order .This term is synonymous to Buyer . Supplier . The supplier is the party .which contract to supply goods and services.The term includes his employeses and agents .This term is synonymous to Contractor Consignee. The consignee is the authority,specified in the contract to Whom supplies are to be deliverd. Inspector . The inspector is the authority designated in the contract to assure the quality of the supplies contracted for . The vendor is the party to whom tender enquiry has been sent .The party may or maynot Vendor. respond to the tender .

2. 3.

Application. These standards terms and conditions (STAC) of contract shall apply to all contracts concluded by the Comnetcen (v), Indian Navy or his representatives. The terms and conditions contained in the STAC May be modified by the contract concluding authority to the extent stated in the tender enquiry or in the acceptance of the tender. Validity. The STAC as stipulated hereunder, except to the extent agreed to be modified by the Purchaser ,in writing, shall supersede conditions stipulated by the supplier.

4.

Tender 5. 6. The Purchaser may reject a tender without assigning reason. The purchaser may not accept the lowest tender.

Contract 7. The contract shall deem to have been concluded by the Acceptance of Tender issued in the form of a purchase order .The acceptance may be communicated to the Supplier by fax or registerd/speed post. The supplier is required to acknowledge receipt of the acceptance within 7 days .However, on acknowledgement on the part of the Supplier does not affect the acceptance of tender or the conclusion of contract. 8. All communications by the P purchaser to the Supplier will be deemed to have been made if sent by fax, or by registerd/speed post to the number at the address furnished by the Supplier .No couriers are to be utilized for any communication. 9. The supplier shall not alienate his rights and responsibilities under the contract to anyone 10. The Purchaser shall not be liable for any obligation, monetary or otherwise, that has not been expressly stated in the contract. 11. The supplier shall deem to have indemnified the Purchaser .Against all claims by third parties relating to the contract,including but not limited to intellectual property rights. 12. The supplier shall not disclose any information provided to him by the Purchasere except to the extent required to execute the contract.

Effective Date of contract: 13. The effective date of the Contract will be the date on which the last of the following is compiled with:(a) Performance Bond is furnished by the Supplier in requisite format as at Annexure H to the STACs. (b) Receipt of the End User Certificate from the purchaser ,as applicable .The purchaser shall provide the End User Certificate within 30 days of signing of the contract. Specifications: 14. Where an aspect is not covered in the specification,the Supplier shall be required to conform to the highest quality standards that he had provided in the past to the purchaser or to any other buyer. 15. The specifications contained in the tender enquiry may be modified.if requisite specifications are not available,by mutual consent,before the contract is accepted

Warranty: 16. In general ,the warranty will come into effect after the commissioning,trial run of the complete system and its subsequent acceptance by the user.The clauses applicable for the complete system including network,hardware and software part of the system are enumerated in succeeding paragraphs.

17. Warranty for Equipment and Hardware (a) The contractor shall stand warranty on the Equipment and hardware for a period as specified by the OEM with a minimum period of one years ,post successful completion of commissioning of the complete system in totality.The contractor shall submit the certificate regarding warranty provided by the OEM on the hardware .Onsite support shall be provided by the supplier within the project cost,during the period of warranty .The vendor must pass on the additional warranty offered by the equipment and/or hardware OEM to the buyer at no extra cost. (b) The contractor/vendor will provide technicians on call during the period of warranty as essential. 20. Uptime during Warranty. Payment towards any default will be adjusted against the performance guarantee deposit/bond.This para is to be read in conjunction with para 28 of STACS on Performance Bank Guarantee. 21. Any defct found during the warranty period shall be made good by the contractor free of cost by repair/replacement with new items(s) of inentical or higher make/ specification integrate it with rest of the system,migrate existing data as required ,train personal and issue necessary change management documents and copies of the software for installation at other places as required .The period for which the equipment remains nonoperational due to the defect shall be excluded from the warranty.During the warranty period the contractor shall undertake the repair /replacement of units(s) at the contractor s own expenses. 22. When quoting against a tender enquiry ,all components of the price such as the basic price and different types of taxes and charges shall be listed separately.Where rates are applicable,they shall be explained clearly. 23. Prices quoted in the tender shall be fixed.In exceptional circumstances,where a price variation clause becomes unavoidable, the modalities of price variation must be explicitly stated. 24. The Purchaser shall not be liable for any payment that has not been included in the tender.

25. The supplier should quote to the Purchaser the lowest price at which he is supplying the item of similar quality to other buyers.

Payment Terms 25. Advance Payment. As a matter of policy ,no advance shall be paid. 26. The payment will be made by CDA(Navy) on satisfactory completion of project milestones ,issue of User acceptance.Certificate and forwarding of pre receipted Bill by the Vendor in standard format,for each location.The payment stages will be as follows: (a) 1 Stage. For deliverables 40% against inspection note ,receipt of items, duly supported by a copy of Bank Guarantee.
st

(b) 2nd Stage. Balance of 60% will be paid on receipt of items in good condition along with end user certificate of complete installation and successful commissioning .Completion of the training will be certified by the end user(Comnetcen(v)). Taxes & Levies 27. All inclusive price is to be indicated .Exemption Certificate for Octroi,Custom Duty,Excise and form D admitting ST @ 4% will be provided if specified & applicable .Any other tax is to be paid on actual. Performance bank Guarntee 28. Vendor is to provide separate Performance Bank Guarantees to the purchaser ,which will be 10 % of the cost of order value for each site valid up to and inclusive of the warranty period for the complete system ,issued by the first class bank and confirmed by the SBI. A specimen of the Performance Bond is at Annexure H to the STACs.The vendor is required to furnish performance guarantee.within 10 Days of signing of the Contract. 29. The purchaser ,based entirely on his judgment,may appropriate the performance, guarantee deposit or make deductions from it should the Supplier fail to discharge any contractual obligation. Quality 30. The Qulity of the stores deliverd according to this Contract shall correspond to the technical conditions and standards valid for the deliveries of the same stores for in supplier s Country or specifications enumerated as per Performance Bond and shall also include therein modification to the stores suggested by the Purchaser.Such modificationswill be mutually _agreed to .The Supplier confirms that stores to be supplied under this contract shall be new Le not manufactured before ,and shall incorporate all the latest improvements and modifications thereto and spares of improved ,and modified equipment are backward integrated and interchangeable with same equipment supplied by the Supplier in the past if any .The Supplier shall supply an interchangeability certificate along with the changed part Nos.

Consignee s Right of Rejection

31. Not withstanding the fact that an item may have been inspected prior to dispatch ,the consignee will have the right to reject it,in whole or part,if it is observed that.The item supplied does not conform to the specification or has been damaged.Such rejection shall be communicated to the supplier within 30 Days of item reaching the Consignee s premises. Arbitration In the event of any dispute arising out of the contract,it shall be refferd to the sole arbitrator,Secretary ,Ministry of Defence,Govt of India or his nominee.The award of the arbitrator shall be final and binding on both parties to the contract. Force Majeure 33. If either of the parties suffers delay in due execution of their contractual obligation due to the operation of one or more of the force majeure events such as but not limited to ,act of God ,war,food,earthquake.strikes,lockouts,fire,epidemics,riot,civil commotions etc. The agreed time for the completion of respective obligations shall be extended by a period of the time equal to the delay occasioned by such events.On the occurrence and cessation of any such event,the party affected thereby shall give notice in writing to the other party .Such notices to be given within 15 days of occurrence/cessation of the event concerned .If the force majeure conditions continue beyond 30 days the parties shall mutually decide about the future course of action.

32.

Liquidated Damages 34. In the event of the supplier s failure to submit the Bonds, Guarantee and Documents ,supply the goods and conduct trials ;implementation of the solution ,as per the schedule specified in this the contract,the Purchaser may ,at his sole discretion ,withhold any payment until the completion of the contract.The Purchaser may also deduct from the supplier,Liquidated Damages @ 0.5 % per week subject to maximum of 10 % of the undelivered stores. Claims The claimsmay be presented either:(a) On Quantity of the stores: In case it does not correspond to the quantity shown in the Packing List/Insufficiency in packing. (b) On Quantity of the stores: In case it does not correspond to the quantity mentioned in this contract. The quantity claims for deficiency of quantity shall be presented within 45 days of completion of inspection and acceptance of goods. The quantity claims for defects or deficiencies in quality noticed during the inspection shall be presented within 45 days of completion of inspection and acceptance of goods.Quality claims shall be presented for defects of deficiencies in quality noticed during warranty period earliest but not later than 45 days after expiry of the guarantee period. The description and quantity of the stores are to be furnished to the Supplier along with concrete reasons for making the claims.Copies of all the justifying documents shall be enclosed to the presented claim.The supplier will settle the claims within 45 days from the date of the receipt of the claim at the Supplier s office,subject to acceptance of the claim by the supplier.In case of no response is received during this period the claim will be deemed to have been accepted. The Supplier shall collect the defective or rejected goods from the location nominated by the Purchaser and deliver the repaired or replaced goods at the same location under Suppliers arrangement. Claims may also be settled by deduction of cost of goods under claim from bonds submitted by the supplier or payment of claim amount by Supplier through demand draft drawn on IndianBank ,in Addl.CDA(Navy).Vishakapatnam,payble at New delhi. The quality claims will be solely raised by the BUYER and without any certification/countersigning by Supplier srepresentative stationed in india.

35.

36. 37.

38.

39. 40.

41.

Short closure of Termination 42. The purchaser shall have the right to terminate or short close this contract in part or in full in any of the following cases:(a) The delivery of the item is delayed for causes not attributable to Force Majeure for more than one month after the schedule date of delivery (b) The vendor is declared bankrupt or becomes insolvent. (c) The delivery of material is delayed due to causes for force Majeure by more than three months . (d) The Purchaser has noticed that the supplier has utilized the services of any Indian/Foreign agent in getting this contract and paid any commission to such individual/company etc (e) As per the decision of the arbitrator. 43. Not withstanding any provisions contained herein,the purchaser may,at any time after giving three written notices ,terminate the contrac,in whole or in part ,by requiring the supplier ,to discontinue the performance of any or all of the services or work mentioned herein,in which case the supplier shall have no claim against the Purchaser ,by reason of such termination except that the Purchaser shall pay to the supplier,all amounts due to the supplier on account of works already completed by the time of issue of termination letter,but the

Purchaser shall not be liable to pay any bonus,damage or other claims of the contract for loss of expected profit on or intrest in the incomplete portion of the work and services provided that if at any time there is any change in the constitution of the supplier s company ,the purchaser will have the right to the terminate the contract forthwith.The supplier shall not be entitled to any compensation on his account but will be paid any payment due as on the effective date of termination. Risk Purchase 44. Should the supplier fail to deliver an item within the contracted delivery period or repudiate the contract before the delivery date ,the Purchaser ,without prejudice to his right to recover damages for breach of contract,may cancel the contract in part or in whole and may purchase elsewhere,on the account and at the risk and cost of the Supplier,the item notdeliverd,within 12 months of the breach of contract.he may purchase another item of similar general description,in case the item exactly conforming to the particulars of the contracted items is not readily procurable.The Purchaser shall be entitled to recover from the supplier all costs incurred by the Purchaser during the Risk Purchase that are in excess of the costs he would have had to incur as per the original contract. 45. The Purchaser shall have the right to ignore the tender of the original Supplier during the Risk Purchase.The manner of carrying out the Risk Purchase shall be entirely at the discretion of the Purchaser .However,the Purchaser shall serve a notice of such purchase on the defauliting Supplier.

Law: 46. Compilance with Statutory and other regulations (a) The contract shall be governed by the Laws of Republic of india. (b) The Supplier and/or agencies shall in all maters arising in the performance of the contractor conform at their own expense, with the provisions of all Central or State Statutes ,Ordinance or laws and rules regulations or bye-laws of any local or other duly constituted authority and shall keep the Purchaser indemnified against all penalties and liabilities of every kind for breach of any such statute,ordinance, law,rule regulation or bye-law,etc. (c) The Supplier and /or agencies shall give notice and apy all fees and taxes required to be given or paid under any Central or States statutes,ordinance.or other laws or any regulations or bye-laws of any local or other duly constituted authority in relation to the services of the contract.

47. Jurisdiction. The contract shall be deemed to have been made at the place from where the purchase order is issued and only the courts of that place shall have jurisdiction.to decide on any dispute arising out of the contract. Patents, Trademark and copyright 48. The supplier is to assure that there is no infringement of any patent or intellectual property right occasioned by the supply of documents and connected materials,which would form part of the supply of system being proposed.The supplier is also to undertaketo indemnify against all costs,expenses and claims of damages made by the Third Party arising from any alleged infringement of patent or industrial intellectual property rights arising or resulting from use of the equipment in accordance with the technical Specifications as set out. 49. Where the complete/portion of the system has been specifically developed by the supplier for the purchaser,and the latter would be bearing the entire or part of the development cost incurred by the supplier ,the IPR for the whole system or part thereof,as the case may be,shall vest with the Purchaser. 50. Prior approval of the Purchaser must be obtained by the supplier before similar system customized software system is sold to any other party other than the Purchaser .If such approval is given and the sale is effectd,the supplier shall pay to the Purchaser,Royalty at the rate mutually agreed.

51. The design of the system(hardware, software, middleware,networking,components,customized software,etc) is the sole property of the buyer.All documents generated in the process of the design will also be the property of the buyer. 52. This firm is liable in case of physical damage ,loss of information and those relating to copyright and intellectual Property rights(IPRs), caused due to activation of any such malicious code in embedded/shipped software.

Date: Place (Company seal)

(Signed) designation Name and address of firm (Authorised Signature)

Place:--------------------Date:-----------------------