BHARAT PETROLEUM CORPORATION LIMITED

GENERAL PURCHASE CONDITIONS

The following conditions shall be applicable for all procurement unless specifically
mentioned in the Special Purchase Conditions.

INDEX

1. DEFINITIONS
2. REFERENCE FOR DOCUMENTATION
3. RIGHT OF OWNER TO ACCEPT OR REJECT TENDER
4. LANGUAGE OF BID
5. PRICE
6. TAXES AND DUTIES
7. INSPECTION
8. SHIPPING
9. INDIAN AGENT COMMISSION
10. ORDER AWARD / EVALUATION CRITERIA
11. CONFIRMATION OF ORDER
12. PAYMENT TERMS
13. GUARANTEE/WARRANTY
14. PERFORMANCE BANK GUARANTEE
15. PACKING & MARKING
16. DELIVERY
17. UNLOADING AND STACKING
18. TRANSIT INSURANCE
19. VALIDITY OF OFFER
20. DELIVERY DATES AND PRICE REDUCTION SCHEDULE
21. RISK PURCHASE CLAUSE
22. FORCE MAJEURE CLAUSE
23. ARBITRATION CLAUSE
24. INTEGRITY PACT (IP)
25. RECOVERY OF SUMS DUE
26. CONFIDENTIALITY OF TECHNICAL INFORMATION
27. PATENTS & ROYALTIES
28. LIABILITY CLAUSE
29. COMPLIANCE OF REGULATIONS
30. REJECTION, REMOVAL OF REJECTED GOODS AND REPLACEMENT
31. NON-WAIVER
32. NEW & UNUSED MATERIAL
33. PURCHASE PREFERENCE CLAUSE
34. CANCELLATION
35. ANTI –COMPETITIVE AGREEMENTS/ABUSE OF DOMINANT POSITION
36. ASSIGNMENT
37. GOVERNING LAW
38. AMENDMENT
39. SPECIAL PURCHASE CONDITIONS
40 NOTICES
41. POLICY ON HOLIDAY LISTING
42. ORDER OF PRECEDENCE FOR PURCHASES
43. TERMINATION FOR CONVENIENCE
 GENERAL PURCHASE CONDITIONS
1. DEFINITIONS:

The following expressions used in these terms and conditions and in the purchase order shall
have the meaning indicated against each of these:

1.1. OWNER: Owner means Bharat Petroleum Corporation Limited (a Government of India
enterprise), a Company incorporated in India having its registered office at Bharat Bhavan, 4
& 6 Currimbhoy Road, Ballard Estate, Mumbai 400038 and shall include its successors and
assigns (hereafter called BPCL as a short form).

1.2. VENDOR: Vendor means the person, firm or the Company / Corporation to whom this Request
for quotation (RFQ)/purchase order is issued and shall include its successors and assigns.

1.3. INSPECTOR: Person/agency deputed by BPCL for carrying out inspection, checking/testing of
items ordered and for certifying the items conforming to the purchase order specifications..

1.4. GOODS/ MATERIALS: means any of the articles, materials, machinery, equipments, supplies,
drawing, data and other property and all services including but not limited to design, delivery,
installation, inspection, testing and commissioning specified or required to complete the
order.

1.5. SITE/ LOCATION: means any Site where BHARAT PETROLEUM CORPORATION LTD. desires to
receive materials any where in India as mentioned in RFQ.

1.6. “RATE CONTRACT” means the agreement for supply of goods/ materials between Owner and
Vendor, for a fixed period of time (i.e till validity of Rate Contract, with no commitment of
contractual quantity) on mutually agreed terms and conditions. The actual supply of goods/
materials shall take place only on issue of separate purchase orders for required quantity as
and when required by Owner.

1.7. “FIRM PROCUREMENT” means the agreement between the parties for mutually agreed terms
and conditions with commitment of Quantity Ordered.

2. REFERENCE FOR DOCUMENTATION:

2.1. The number and date of Collective Request for Quotation (CRFQ) must appear on all
correspondence before finalization of Rate Contract / Purchase Order.

2.2. After finalization of Contract / Purchase Order: The number and date of Rate Contract
/Purchase Order must appear on all correspondence, drawings, invoices, dispatch advices,
(including shipping documents if applicable) packing list and on any documents or papers
connected with this order.

2.3. In the case of imports, the relevant particulars of the import Licence shall be duly indicated in the
invoice and shipping documents as well as on the packages or consignments.

3. RIGHT OF OWNER TO ACCEPT OR REJECT TENDER:

 The right to accept the tender will rest with the Owner.

4. LANGUAGE:

The Bid and all supporting documentation and all correspondence whatsoever exchanged by
Vendor and Owner, shall be in English language only.

5. PRICE:

Unless otherwise agreed to the terms of the RFQ, price shall be:

Firm and no escalation will be entertained on any ground, except on the ground of statutory
levies applicable on the tendered items.

6. TAXES AND DUTIES:

6.1. Goods and Services Tax (GST) :

All Vendors shall have GST registration in the concerned State from where he intends to supply the
goods. Vendor shall declare the source location of supply and shall provide their GSTN number in
the quotation.

Vendor shall provide HSN/SAC code of the goods/services and corresponding GST rate for the same.

In case GST is not applicable to the vendor currently, as per turnover criteria, GST due to
change in turnover is not payable. If applicable in future, the same will be borne by vendor.

GST as applicable by the Vendor at the time of delivery within scheduled delivery period will be
payable by BPCL.

Vendor shall submit the TAX Invoice, for BPCL to claim the Input Tax Credit of the GST paid
by the Vendor, wherever applicable.

The Vendor shall take steps viz uploading invoice in GSTR 1, payment of the tax liability on the said
invoices and filing of Returns etc. and comply with all the requirements of applicable laws including
GST laws for the time being in force, to enable the OWNER to avail tax credit/s including input tax
credit. Any loss or non-availability of input tax credit by the OWNER due to non-compliance of
applicable tax laws including but not limited to GST laws in force or otherwise, on the part of
VENDOR, an amount equivalent to any tax liability accruing to the OWNER and/or to the extent of
any loss accrued to the OWNER shall be deducted from the payment due to the VENDOR or shall be
reimbursed by the VENDOR, as the case may be, till such default is either rectified or made good by
the VENDOR and the OWNER is satisfied that it is in a position to claim valid input tax credit within
the time-lines as per applicable laws.

Any cost, liability, dues, penalty, fees, interest as the case may be, which accrues to the OWNER at
any point of time on account of non-compliance of applicable tax laws or rules or regulations thereof
or otherwise due to default on the part of VENDOR shall be borne by the VENDOR. An amount
equivalent to such cost, liability, dues, penalty, fees, interest as the case may be, shall be reimbursed
by the VENDOR within 30 days. Any GST as may be applicable on such recovery of amount shall also
be borne by VENDOR and same shall be collected by the OWNER.

6.2. FREIGHT :

Freight: Firm freight charges to be quoted as indicated in the Tender documents. Freight shall be
payable after receipt of the Material(s) at the site, unless otherwise specified. Vendor shall either
submit separate tax invoice for freight or mention separate line item in the regular invoice clearly
indicating GST charged on the freight.

6.3. NEW STATUTORY LEVIES :

New tax, if any, introduced later, shall be on BPCL account from the due date of bid submission (or
extended due date, if any) up to contract period. During contractual period, any variation in existing
taxes, rates and cess shall be borne by BPCL. Any upward statutory variation in taxes, rates and cess
(including any new tax) beyond contractual completion date shall be borne by the bidder. However,
in case of downward variation, the same shall be passed on to BPCL. All new statutory levies leviable
on sale of finished goods to owner, if applicable, are payable extra by BPCL against documentary
proof, within the contractual delivery period.

6.4. Variation in Taxes/Duties

Any increase/decrease in all the above mentioned statutory levies on the date of delivery during the
scheduled delivery period on finished materials will be on BPCL's account. Any upward variation in
statutory levies after contractual delivery date shall be to vendor’s account.

6.5. Income Tax (Withholding tax)

In the case of availment of services from Non Resident Vendors who are claiming benefits offered
under the Double Taxation Avoidance Agreements signed by India with the Government of the other
country (i.e the country of the Vendor), such Non Resident Vendors are required to provide the Tax
Residency Certificates at the time of submission of Bid documents. The Tax Residency Certificates
shall contain the following details :

Name of Vendor (assesse) ;

Status (Individual, Company, firm etc.) of assesse;
Nationality (in case of individual);
Country or specified territory of incorporation or registration (in case of others);
Assesses’ tax identification number in the country or specified territory of
residence or in case no such number, then, a unique number on the basis of which the person is
identified by the Government of the country or the specified territory;
Residential status for the purpose of tax;
Period for which the certificate is applicable; and
Address of the applicant for the period for which the certificate is applicable.

The Tax Residency Certificate shall be duly verified by the Government of the Country or the
specified territory of the assesse of which the assesse claims to be a resident for the purposes of tax.

7. INSPECTION:
7.1. Materials shall be inspected by BPCL approved third party inspection agency if applicable
before dispatch of materials. However, arranging and providing inspection facilities is entirely
vendor’s responsibility and in no way shall affect the delivery schedule.

7.2. Scope of Inspection shall be as per RFQ. Our registered third party inspection agencies are
SGS/GLISPL/IRS/ DNV/LRIS/EIL/TATA Projects/PDIL/ULIPL/RITES LTD/ITSIPL as amended time
to time unless otherwise specified in the Special Purchase Conditions.

7.3. Unless otherwise specified, the inspection shall be carried out as per the relevant standards/
scope of inspection provided along with the Tender Enquiry/Purchase Order.

7.4. BPCL may, at its own expense, have its representative(s) witness any test or inspection. In
order to enable BPCL’s representative(s) to witness the tests/ inspections. BPCL will advise the
Vendor in advance whether it intends to have its representative(s) be present at any of the
inspections.

7.5. Even if the inspection and tests are fully carried out, the Vendor shall not be absolved from its
responsibilities to ensure that the Material(s), raw materials, components and other inputs
are supplied strictly to conform and comply with all the requirements of the Contract at all
stages, whether during manufacture and fabrication, or at the time of Delivery as on arrival at
site and after its erection or start up or consumption, and during the defect liability period.
The inspections and tests are merely intended to prima-facie satisfy BPCL that the Material(s)
and the parts and components comply with the requirements of the Contract. The Vendor’s
responsibility shall also not be anywise reduced or discharged because BPCL or BPCL’s
representative(s) or Inspector(s) shall have examined, commented on the Vendor’s drawings
or specifications or shall have witnessed the tests or required any chemical or physical or other
tests or shall have stamped or approved or certified any Material(s).

7.6. Although material approved by the Inspector(s), if on testing and inspection after receipt of
the Material(s) at the location, any Material(s) are found not to be in strict conformity with
the contractual requirements or specifications, BPCL shall have the right to reject the same
and hold the Vendor liable for non-performance of the Contract.

8. SHIPPING:

8.1 SEA SHIPMENT:

All shipment of materials shall be made by first class direct vessels, through the chartering
wing, Ministry of Surface Transport as per procedure detailed hereunder. The Foreign Supplier
shall arrange with Vessels Owners or Forwarding Agents for proper storage of the entire Cargo
intended for the project in a specific manner so as to facilitate and to avoid any over carriage
at the port of discharge. All shipment shall be under deck unless carriage on deck is
unavoidable.

The bills of lading should be made out in favour of `Bharat Petroleum Corporation Ltd. or
order'. All columns in the body of the Bill of Lading namely marks and nos., material
description, weight particulars etc., should be uniform and accurate and such statements
should be uniform in all the shipping documents. The freight particulars should mention the
basis of freight tonnage, heavy lift charges, if any, surcharge, discount etc. clearly and
separately. The net total freight payable shall be shown at the bottom.
 SHIPPING DOCUMENTS:

All documents viz. Bill of Lading, invoices, packing list, freight memos, country of origin
certificates, test certificate, drawings and catalogues should be in English language.

In addition of the bill of lading which should be obtained in three stamped original plus as
many copies as required, invoices, packing list, freight memos,(if the freight particulars are
not shown in the bills of lading), country of origin certificate, test / composition certificate,
shall be made out against each shipment in as many number of copies as shown below.

The bill of lading, invoice and packing list specifically shall show uniformly the mark and
numbers, contents case wise, country of origin, consignees name, port of destination and all
other particulars as indicated under clause 2. The invoice shall show the unit rates and net
total F.O.B. prices. Items packed separately should also be invoiced and the value shown
accordingly. Packing list must show apart from other particulars actual contents in each case,
net and gross weights and dimensions, and the total number of packages. All documents
should be duly signed by the Vendor's authorised representatives.
In the case of FOB orders, Shipping arrangements shall be made by the Chartering Wing of the
Ministry of Surface Transport, New Delhi through their respective forwarding agents. The
names and addresses of forwarding agents shall be as per Special Purchase Conditions.
Supplier shall furnish to the respective agents the full details of consignments such as outside
dimension, weights (both gross and net) No of packages, technical description and drawings,
name of supplier, ports of loading, etc. 6 weeks’ notice shall be given by the supplier to enable
the concerned agency to arrange shipping space.

The bill of lading shall indicate the following:

Shipper: Government of India

Consignee: Bharat Petroleum Corporation Ltd.

In case of supplies from USA, Export Licences, if any required from the American Authorities
shall be obtained by the U.S. Suppliers. If need be assistance for obtaining such export licences
would be available from India Supply Mission at Washington.

8.2 AIR-SHIPMENT:

In case of Air shipment, the materials shall be shipped through freight consolidator (approved
by us). The airway bill shall be made out in favour of BHARAT PETROLEUM CORPORATION LTD.

TRANSMISSION OF SHIPPING DOCUMENTS:

Foreign Supplier shall obtain the shipping documents in seven complete sets including three
original stamped copies of the Bill of Lading as quickly as possible after the shipment is made,
and airmail as shown below so that they are received at least three weeks before the Vessels
arrival. Foreign Supplier shall be fully responsible or any delay and / or demurrage in clearance
of the consignment at the port due to delay in transmittal of the shipping documents.

If in terms of letter or otherwise, the complete original set of documents are required to be
sent to BPCL through Bank the distribution indicated below will confine to copies of
documents only minus originals.
 Documents BPCL (Mumbai)

Bill of Lading : 4 (including 1 original)

Invoice :4
Packing List :4
Freight Memo :4
Country of Origin Certificate :4
Third party inspection certificate :4
Drawing :4
Catalogue :4
Invoice of Third Party for inspection charges whenever applicable :4

9. INDIAN AGENT COMMISSION:

Any offer through Indian agents will be considered only after authorization mentioning
them as Indian agents, is received from Vendor. Indian agents commission if applicable will
be payable only in Indian currency. Indian agents should be registered with Directorate
General of Supplies and Disposals, Government of India and agency commission will be
payable only after registration with DGS&D, New Delhi.

10. ORDER AWARD/ EVALUATION CRITERIA:

Unless otherwise specified, Order award criteria will be on lowest quote landed price basis.
Landed price will be summation of Basic Price, Packing & Forwarding Charges, GST, Freight,
Inspection, Supervision of Installation & Commissioning and other taxes & levies, loading,
unloading etc., if any, reduced by input tax credit as applicable.

11. CONFIRMATION OF ORDER:

The vendor shall acknowledge the receipt of the purchase order within 10 days of mailing the
same. The vendor shall sign, stamp the acknowledgement copy of the purchase order and
return the same to BPCL.

12. PAYMENT TERMS:

12.1. Unless otherwise specified, 100% payment shall be made within 30 days from date of receipt
and acceptance of materials at Site against submission of Peformance Bank Guarantee (PBG)
for 10% of basic order value if PBG is applicable for the tender.

12.2. In the case of imports, payment will be made on submission of original documents directly to
Owner (Telegraphic Transfer-TT) or through Bank (Cash against documents CAD) or through
irrevocable Letter of Credit.

12.3. Submission of Supporting Documents for payments

A. BPCL has setup a Business Process Excellence Centre (BPEC) for Vendor Invoice processing.
BPEC will function as a payments factory to receive, digitize and process vendor invoices in a
timely and accurate manner. In addition, the Centre will receive and account for Bank
 Performance Bank Guarantees (PBGs) and Bank Guarantees (BGs). Therefore, following
documents need to be sent to BPEC for payments.

a) Original Commercial Invoices (In Tax Invoice Format)

b) Freight Bills
c) Third Party Inspector’s Certificate covering the invoiced Material(s)/Release Note,
wherever applicable
d) Manufacturers Test/Composition Certificate, wherever applicable
e) Performance Bank Guarantees (PBGs) & Bank Guarantees (BGs) as applicable.

PLEASE SEND THESE DOCUMENTS TO THE FOLLOWING ADDRESS FOR PAYMENT

PROCESSING:
BUSINESS PROCESS EXCELLENCE CENTRE (BPEC)
4th FLOOR, BPCL OFFICE COMPLEX
PLOT-6, SECTOR-2, BEHIND CIDCO GARDEN
KHARGHAR, NAVI MUMBAI-410210
MAHARASHTRA, INDIA

B. Unless otherwise mentioned, the specified documents (All documents listed below (one
original and two copies)) should be submitted to originator of P.O. (the name and contact
details of whom are given in PO).

a) The Lorry Receipt of the consignment

b) Packing list for the consignment
c) Drawing(s)/Catalogue(s) covering the Material(s) , wherever applicable
d) Guarantee/Warranty Certificate(s), wherever applicable.

13. GUARANTEE/WARRANTY:

13.1. Materials shall be guaranteed against manufacturing defects, materials, workmanship and
design for a period of 12 months from the date of commissioning or 18 months from the date
of dispatch whichever is earlier. Warranty for replacement of material/ accessories should be
provided free of charges at our premises. The above guarantee/ warranty will be without
prejudice to the certificate of inspection or material receipt note issued by us in respect of the
materials.

13.2. All the materials including components and sub contracted items should be guaranteed by the
vendor within the warranty period mentioned above. In the event of any defect in the
material, the vendor will replace/ repair the material at BPCL’s concerned location at vendor’s
risk and cost on due notice.

13.3. In case, vendor does not replace / repair the material on due notice, rejected material will be
sent to the vendor on “Freight to pay” basis for free replacement. Material after rectification
of defects shall be dispatched by the vendor on “Freight Paid” basis. Alternatively, BPCL
reserves the right to have the material repaired / replaced at the locations concerned, at the
vendor’s risk, cost and responsibility.

13.4. The Vendor shall provide similar warrantee on the parts, components, fittings, accessories etc.
so repaired and/or replaced.

14. PERFORMANCE BANK GUARANTEE/RETENTION MONEY:

14.1. To ensure performance of the contract and due discharge of the contractual obligations,
successful bidders shall submit bank guarantee (BG) against the Performance Security
Deposit/Retention Money. This Security deposit shall be furnished in the form of Performance
Bank Guarantee in the prescribed format. Vendor will have to provide Performance Bank
Guarantee for 10% of the purchase order / contract value, unless otherwise specified. Such
PBGs can be given, upfront, or for 10% value of each running bill. The Bank Guarantee shall
be valid and remain in force till the contractual delivery/completion period (as mentioned in
the guarantee clause) and with an invocation period of six months thereafter.

This Bank guarantee held, shall be released after the expiry of the defect liability period
provided that company do not
have any pending claim on the vendor, towards contractual obligations/performance.

14.2. If Vendor wants to submit the PBG at Contract level to avoid multiple number of PBG (i.e. PBG
issued against every purchase/call off order) then the validity of PBG will be calculated as
mentioned below :

Validity of PBG = Rate Contract Issue Date (Start Date of Rate Contract) + Rate Contract
Period (validity of Rate Contract) + Contractual Delivery Period of material + Contractual
Guarantee period + 6 month (for invocation / Claim).

14.3. In order to expedite BG confirmation process, BPCL has tied up with SBI for implementation
of SFMS Bank Guarantee.

14.3.1. Vendors/ Contractors shall provide BPCL’s Bank Account No. & IFSC Code (Details given below)
to their Bank at the time of application for Bank Guarantee in favor of BPCL. Issuing Bank shall
issue the Bank Guarantee & send SFMS message to BPCL Bank confirming the Bank Guarantee
as genuine. BPCL’s Bank (SBI) shall in turn send the said SFMS message to BPCL’s dedicated
email ID basis which BPEC shall consider the said Bank Guarantee as verified by Bank. After
getting the physical BG from the vendor, BPEC Team shall validate the same with the Swift
message and shall proceed with the release of payment to vendors which is due against the
said Bank Guarantee.

Bank Details
Name of Bank: State Bank of India
Branch: CAG Branch, Mumbai
Account No: 11083980831
IFSC Code: SBIN0009995

ADDRESS OF BPEC FOR SENDING ORIGINAL BANK GURANTEE:

Business Process Excellence Centre
Bharat Petroleum Corporation Limited
BPCL Office Complex, Plot No. 6 Sector - 2,
Behind CIDCO Garden, Kharghar
New Mumbai, Maharashtra 410210

14.4. In the case of Indigenous vendors, the Performance Bank Guarantee shall be given on a non-
judicial stamp paper of appropriate value (currently ₹ 100). PBG format is as per AnnexureI.
14.5. The Bank guarantee shall be from any Indian scheduled bank or an international bank of
repute having a branch in India or a corresponding banking relationship with an Indian
scheduled bank. The security deposit shall be in Indian Rupee in the case of domestic bidders
and in US Dollars in the case of foreign bidders.

14.6. In the case of imports, the Supplier shall furnish the Performance Bank Guarantee (as per
Annexure I) through the following:

a. Branches of Indian scheduled banks operating in their Country.

b. Foreign bank operating in their Country which is counter guaranteed by branches of
Indian scheduled banks operating in their Country/India.
c. Indian branches of foreign banks.
d. Foreign bank operating in their Country counter guaranteed by their Indian branch

However, in respect of c) and d) above, the Indian branch of foreign banks should be
recognized as scheduled bank by Reserve Bank of India.

14.7. The contractor shall have the option to adjust any Earnest Money Deposit - (EMD), if paid by
demand draft towards security deposit, if he so desires.

14.8. All compensation or other sums of money payable by the contractor to the Owner under
terms of this contract may be deducted from his security deposit or from any sums which may
be or may become due to the contractor by the Owner on any account whatsoever and in the
event of his security deposit being reduced by reasons of any such deductions. The contractor
shall within ten days thereafter make good any sum or sums, which may have been deducted
from his security Deposit. No interest shall be payable by the Owner from sum deposited as
security deposit.

14.9. The security deposit shall be held by the Owner, as security for the due performance of the
Contractor’s obligations under the contract, provided that nothing herein stated shall make it
incumbent upon the Owner to utilize the security deposit in preference to any other remedy
which the Owner may have, nor shall be construed as confining the claims of the Owner
against the contractor to the quantum of the Security Deposit.

15. PACKING & MARKING:

15.1 PACKING:

15.1.1 Packing shall withstand the hazards normally encountered with the means of transport for
the goods of this purchase order including loading and unloading operation both by crane and
by pushing off.

In the case of imports, all equipments/ materials shall be suitably packed in weather proof,
seaworthy packing for ocean transport under tropical conditions and for rail or road or other
appropriate transport in India. The packing shall be strong and efficient enough to ensure safe
preservance upto the final point of destination.

Raw/ Solid wood packaging material of imported items has to be appropriately treated &
marked as per International Standard of Phytosanitary Measures (ISPM-15") for material
originating from the contracting countries to the International Plant Protection Convention or
 the members of Food & Agriculture Organization. Material from non-contracting parties
would have to be accompanied by a phytosanitary certificate of the treatment endorsed. The
Custom Officer at Indian Port shall not release the material without appropriate compliance
of the above provisions w.e.f. 01.11.2004.

15.1.2 The packing specification incorporated herein are supplementary to the internal and external
packing methods and standards as per current general rules of J.R.A. Good Tariff Part-I. All
packaging shall be done in such a manner as to reduce volume as much as possible.

15.1.3 Fragile articles should be packed with special packing materials depending on the type of
Materials and the packing shall bear the words "HANDLE WITH CARE GLASS FRAGILE, DON'T
ROLL THIS END UP. THIS END DOWN," to be indicated by arrow.

15.1.4 Chemicals in powder form, catalyst, refractories and like materials etc. shall be packed in
Materials, cans and tins only. However, Catalyst may be supplied in Jumbo bags.

15.1.5 The hazardous materials shall be packed in accordance with the applicable rules, regulations
and tariff of all cognizant Government Authorities and other Governing bodies. It shall be the
responsibility of the seller of hazardous materials to designate the material as hazardous and
to identify each material by its proper commodity name and its hazardous material class code.

15.1.6 All packages requiring handling by crane should have sufficient space at appropriate place to
put sling of suitable diameter (strength). Iron/Steel angle should be provided at the place
where sling marking are made to avoid damage to package/ equipment while lifting.

15.1.7 Item shipped in bundles must be securely tied with steel wire or strapping. Steel reinforcing
rods, bars, pipes, structural members etc. shall be bundled in uniform lengths and the weight
shall be within the breaking strength of the securing wire or strapping.

In the case of imports, for bundles the shipping marks shall be embossed on metal or similar
tag and wired securely on each end.

15.1.8 All delicate surfaces on equipment/materials should be carefully protected and printed with
protective paint/compound and wrapped to prevent rusting and damage.

15.1.9 All mechanical and electrical equipment and other heavy articles shall be securely fastened to
the case bottom and shall be blocked and braced to avoid any displacement/shifting during
transit.

15.1.10 Attachments and spare parts of equipment and all small pieces shall be packed separately in
wooden cases with adequate protection inside the case and wherever possible should be sent
along with the main equipment. Each item shall be suitably tagged with identification of main
equipment, item denomination and reference number of respective assembly drawing. Each
item of steel structure and furnaces shall be identified with two erection markings with
minimum lettering height of 15mm. Such markings will be followed by the collection numbers
in indelible ink/paint. A copy of the packing list shall accompany the materials in each package.

15.1.11 All protrusions shall be suitably protected by providing a cover comprising of tightly bolted
wooden disc on the flanges. All nozzles, holes and openings and also all delicate surfaces shall
be carefully protected against damage and bad weather. All manufactured surfaces shall be
painted with rust proof paint.
 In the case of imports, for bulk uniform material when packed in several cases, progressive
serial numbers shall be indicated on each case.

15.1.12 Wherever required, equipment/materials instruments shall be enveloped in polythene bags

containing silica-gel or similar dehydrating compound.

15.1.13 Pipes shall be packed as under:

a. Upto 50mm NB in wooden cases/crates.

b. Above 50mm NB and upto 100mm NB in bundles and should be strapped at minimum three
places.

c. Above 100mm NB in loose.

15.1.14 Pipes and tubes of stainless steel, copper etc. shall be packed in wooden cases irrespective of
their sizes.

15.1.15 Pipes with threaded or flanged ends shall be protected with suitable caps covers, before
packing.

In the case of imports, all pipes and sheets shall be marked with strips bearing progressive no.

15.1.16 Detailed packing list in waterproof envelope shall be inserted in the package together with
equipment/materials. One copy of the detailed packing list shall be fastened outside of the
package in waterproof envelope and covered by metal cover.

15.1.17 The supplier shall be held liable for all damages or breakages to the goods due to the defective
or insufficient packing as well as for corrosion due to insufficient protection.

15.1.18 Packaged equipment or materials showing damage defects or shortages resulting from
improper packaging materials or packing procedures or having concealed damages or
shortages, at the time of unpacking shall be to the supplier’s account.

All packages which require special handling and transport should have their Centres of Gravity
and the points at which they may be slung or gripped clearly indicated and marked
“ATTENTION SPECIAL LOAD HANDLE WITH CARE” both in English/Hindi Languages.

In the case of imports, a distinct colour splash in say red black around each package crate /
bundle shall be given for identification.

15.1.19 Along with the packed material, supplier should attach material list, manuals/instructions and
also the Inspection certificate/release note, wherever applicable.

15.2. MARKING:

The following details to be written on the side face of packing:

a) Purchase Order Number

b) Vendor Name
 c) Batch no with manufacturing date
d) Procedure (in brief) for handling
e) Date of dispatch etc.

15.3 IMPORTED ITEMS:

On three sides of the packages, the following marks shall appear, clearly visible, with indelible
paint and on Vendor's care and expenses.

BHARAT PETROLEUM CORPORATION LIMITED

(With detailed address as given in Special Purchase Conditions)

From :

To : Bharat Petroleum Corpn. Ltd.

(With detailed address as given in Special Purchase Conditions)

Order no. Rev. no.

Item :
Equipment Nomenclature :
Net weight : Kgs.
Gross weight : Kgs.
Case No. --------------- of --------------- Total cases.
Dimensions :
Import Licence No. :

NOTE:
Marking shall be bold - minimum letter height 5 cm. For every order and every shipment,
packages must be marked with serial progressive numbering.

Top heavy containers shall be so marked either Top Heavy or Heavy Ends.

When packing material is clean and light colored, a dark black stencil paint shall be acceptable.
However, where packaging material is soiled or dark, a coat of flat zinc white paint shall be
applied and allowed to dry before applying the specific markings.

In case of large equipment’s like vessels, heat exchangers, etc. the envelope containing the
documents shall be fastened inside a shell connection, with an identifying arrow sign
"documents" using indelible paint.

16. DELIVERY:

16.1. Unless otherwise mentioned, Vendor is requested to quote their best delivery schedule from
the date of receipt of
Purchase order.

16.2. Time being the essence of this contract, the delivery mentioned in the purchase order shall
be strictly adhered to and no variation shall be permitted except with prior authorization in
writing from the Owner. Goods should be delivered, securely packed and in good order and
 condition, at the place of delivery and within the time specified in the purchase order for their
delivery.

16.3. The contractual delivery period is inclusive of all the lead time for engineering /procurement
of raw material, the manufacturing, inspection / testing, packing, transportation or any other
activity whatsoever required to be accomplished for effecting the delivery at the required
delivery point.

16.4. Unless otherwise specified, Material(s) shall not be dispatched without prior inspection
and/or testing and Release Order/Material(s) Acceptance Certificate issued by the
Inspector(s).

16.5. BPCL shall have the right to advise any change in dispatch point or destination in respect of
any Material(s). Any extra expenditure incurred by the Vendor on this account supported by
satisfactory documentary evidence, will be reimbursed to the Vendor by BPCL.

17. UNLOADING AND STACKING:

Unloading and stacking will be arranged by BPCL. The Vendor shall send BPCL information of
the proposed consignment well in advance by telegram/fax/e-mail/courier to enable BPCL to
take necessary action.

18. TRANSIT INSURANCE:

Unless otherwise mentioned,

18.1. Transit Insurance shall be covered by BPCL against its Mega Package Policy.

18.2 In the case of imports, insurance against all marine and transit risk shall be covered under the
Owner's marine policy. However, the Vendor shall ensure that in effecting shipments clear
bill of lading are obtained and the carrier's responsibility is fully retained on the Carriers so
that the consignee's interests are fully secured and are in no way jeopardized.

18.2. The Vendor shall send BPCL information of the proposed consignment well in advance by
telegram/fax/e-mail/courier to enable BPCL to take necessary action for the transit insurance
of the consignment. Any failure by the Vendor to do so shall place the consignment at the
Vendor’s risk.

18.3. In the case of imports, as soon as any shipment is made, the Foreign Supplier shall send
advance information by way of Telex message to Bharat Petroleum Corporation Ltd., (with
detailed address as given in Special Purchase Conditions) giving particulars of the shipments,
vessels name, port of shipment, bill of lading number and date, total FOB and freight value.

19 VALIDITY OF OFFER:

The rates quoted against this tender shall be valid for a period of 90 Days from the date of
opening of the tender unless otherwise specified in the Special Purchase Conditions.

20. DELIVERY DATES AND PRICE REDUCTION SCHEDULE:

20.1. The time and date of Delivery of Material(s) as stipulated in the Contract shall be adhered to
on the clear understanding that the Price(s) of the Material(s) has/have been fixed with
reference to the said Delivery date(s).

20.2. If any delay is anticipated by the Vendor in the delivery of the Material(s) or any of them
beyond the stipulated date(s) of Delivery, the Vendor shall forthwith inform BPCL in writing
of such anticipated delay and of the steps being taken by the Vendor to remove or reduce the
anticipated delay, and shall promptly keep BPCL informed of all subsequent developments.

20.3. The delivery period quoted must be realistic & specific. The inability of successful Vendors to
execute orders in accordance with the agreed delivery schedule will entitle BPCL, at its
options, to:

20.3.1. Accept delayed delivery at prices reduced by a sum equivalent to half percent (0.5%) of the
basic value of any goods not delivered for every week of delay or part thereof, limited to a
maximum of 5% of the total basic order value. LR date will be considered as delivery
completion date for calculation of price reduction in the case of ex works contract. Date of
receipt of materials at owner’s premises shall be considered for calculation of price reduction
for F.O.R destination contract.

In the case of imports, the contractual delivery date shall be considered from the date of Letter
of Credit (L/C) or the date of L/C amendment because of Buyer’s fault plus one week (to take
care of transit time for receipt of L/C) plus the delivery schedule as indicated by the vendors.

In case of the shipment taking place on “Cash against documents”, the contractual delivery
shall be taken from the date of purchase order plus one week (to take care of transit time for
receipt of order) plus delivery period.

Further the date of B/L or House airway bill shall be considered to find out the delay with
respect to contractual delivery date. In case of FOB shipments if the vessel is not available
then the intimation by vendors regarding readiness of the goods for the shipment shall be
considered for calculating the delay if any. So vendor shall inform the readiness of material
for shipment on FOB (Free on Board) basis / FCA (Free on Carrier) basis.

20.3.2. Cancel the order in part or full and purchase such cancelled quantities from elsewhere on
account at the risk and cost of the vendor, without prejudice to its right under 20.3.1 above
in respect of goods delivered.

21. RISK PURCHASE CLAUSE:

BPCL reserves the right to curtail or cancel the order either in full or part thereof if the vendor
fails to comply with the delivery schedule and other terms & conditions of the order. BPCL
also reserves the right to procure the same or similar materials/equipment through other
sources at vendor's entire risk, cost and consequences. Further, the vendor agrees that in case
of procurement by the owner from other sources the differential amount paid by the owner
shall be on account of the vendor together with any interest and other costs accrued thereon
for such procurement.

22. FORCE MAJEURE CLAUSE:

 (A) DEFINITION: The term “Force Majeure” means any event or circumstance or
combination of events or circumstances that affects the performance by the vendor of its
obligations pursuant to the terms of this Agreement (including by preventing, hindering or
delaying such performance), but only if and to the extent that such events and circumstances
are not within the vendor’s reasonable control and were not reasonably foreseeable and the
effects of which the vendor could not have prevented or overcome by acting as a Reasonable
and Prudent person or, by the exercise of reasonable skill and care. Force Majeure events and
circumstances shall in any event include the following events and circumstances to the extent
they or their consequences satisfy the requirements set forth above in this Clause:

(i) the effect of any element or other act of God, including any storm, flood, drought,
lightning, earthquake, tidal wave, tsunami, cyclone or other natural disaster;

(ii) fire, accident, loss or breakage of facilities or equipment, structural collapse or

explosion;

(iii) epidemic, plague or quarantine;

(iv) air crash, shipwreck, or train wreck;

(v) acts of war (whether declared or undeclared), sabotage, terrorism or act of public
enemy (including the acts of any independent unit or individual engaged in activities
in furtherance of a programme of irregular warfare), acts of belligerence of foreign
enemies (whether declared or undeclared), blockades, embargoes, civil disturbance,
revolution, rebellion or insurrection, exercise of military or usurped power, or any
attempt at usurpation of power;

(vi) radioactive contamination or ionizing radiation;

(B) NOTICE AND REPORTING:

(i) The Vendor shall as soon as reasonably practicable after the date of commencement
of the event of Force Majeure, but in any event no later than two (7) days after such
commencement date, notify the BPCL in writing of such event of Force Majeure and
provide the following information:

(a) Reasonably full particulars of the event or circumstance of Force Majeure and the
extent to which any obligation will be prevented or delayed;

(b) Such date of commencement and an estimate of the period of time required to
enable the vendor to resume full performance of its obligations; and

(c) All relevant information relating to the Force Majeure and full details of the
measures the vendor is taking to overcome or circumvent such Force Majeure.

(ii) The Vendor shall, throughout the period during which it is prevented from
performing, or delayed in the performance of, its obligations under this Agreement,
upon request, give or procure access to examine the scene of the Force Majeure
including such information, facilities and sites as the other Party may reasonably
request in connection with such event. Access to any facilities or sites shall be at the
risk and cost of the Party requesting such information and access.
 (C) MITIGATION RESPONSIBILITY:

(i) The Vendor shall use all reasonable endeavours, acting as a Reasonable and Prudent
Person, to circumvent or overcome any event or circumstance of Force Majeure as
expeditiously as possible, and relief under this Clause shall cease to be available to
the Vendor claiming Force Majeure if it fails to use such reasonable endeavours during
or following any such event of Force Majeure.

(ii) The Vendor shall have the burden of proving that the circumstances constitute valid
grounds of Force Majeure under this Clause and that it has exercised reasonable
diligence efforts to remedy the cause of any alleged Force Majeure.
(iii) The Vendor shall notify BPCL when the Force Majeure has terminated or abated to an
extent which permits resumption of performance to occur and shall resume
performance as expeditiously as possible after such termination or abatement.

(D) CONSEQUENCES OF FORCE MAJEURE Provided that the Vendor has complied and continues
to comply with the obligations of this Clause and subject to the further provisions:

(i) the obligations of the Parties under this Agreement to the extent performance thereof
is prevented or impeded by the event of Force Majeure shall be suspended and the
Parties shall not be liable for the non-performance thereof for the duration of the
period of Force Majeure; and

(ii) the time period(s) for the performance of the obligations of the Parties under this
Agreement to the extent performance thereof is prevented or impeded by the event
of Force Majeure shall be extended for the duration of the relevant period of Force
Majeure except as provided herein.

(E) FORCE MAJEURE EVENTS EXCEEDING 60 DAYS

(i) If an event or series of events (alone or in combination) of Force Majeure occur, and
continue for a period in excess of 60 consecutive days, then BPCL shall have the right
to terminate this agreement, whereupon the Parties shall meet to mitigate the
impediments caused by the Force Majeure event.

23. ARBITRATION CLAUSE:

23.1 Any dispute or difference whatsoever arising out of or in connection with this Agreement
including any question regarding its existence, validity, construction, interpretation, application,
meaning, scope, operation or effect of this contract or termination thereof shall be referred to and
finally resolved through arbitration as per the procedure mentioned herein below :

(a) The dispute or difference shall, in any event, be referred only to a Sole Arbitrator

(b) The appointment and arbitration proceedings shall be conducted in accordance with
SCOPE forum of Arbitration Rules for the time being in force or as amended from time to time

(c) The Seat of arbitration shall be at Mumbai.

(d) The proceedings shall be conducted in English language

 (e) The cost of the proceedings shall be equally borne by the parties, unless otherwise
directed by the Sole Arbitrator

23.2 SETTLEMENT OF DISPUTE BETWEEN GOVT. DEPT./PUBLIC SECTOR UNDERTAKINGS IN A

PURCHASE OR SERVICE CONTRACT

In the event of any dispute or differences between the VENDOR / CONTRACTOR /

SUPPLIER and the OWNER, if the VENDOR / CONTRACTOR / SUPPLIER is a Government
Department, a Government Company or a undertaking in the public sector, then in
suppression of the provisions of clause 23 of the GPC (corresponding clause no of GCC or NIT
etc.), stands modified to the following extent:-

All disputes and differences of whatsoever nature arising out of or in relation to this Contract
/ Agreement or in relation to any subsequent contract / agreement between the parties
shall be attempted to be resolved amicably by mutual discussions between the parties. If
they are not settled at the implementation level of officers, then these unresolved disputes/
differences will be referred for resolution by discussions with the concerned Director of BPCL
and the concerned Director of Vendor/Contractor/Supplier. In case same does not resolve
the difference within 30 days, arbitration clause as hereunder would apply.

In the event of any dispute or difference relating to the interpretation and application of the
provisions of the contracts, such dispute or difference shall be referred by either party for
Arbitration to the sole Arbitrator in the Department of Public Enterprises to be nominated
by the Secretary to the Government of India in-charge of the Department of Public
Enterprises. The Arbitration and Conciliation Act, 1996 shall not be applicable to arbitration
under this clause. The award of the Arbitrator shall be binding upon the parties to the
dispute, provided, however, any party aggrieved by such award may make a further
reference for setting aside or revision of the award to the Law Secretary, Department of
Legal Affairs, Ministry of Law & Justice, Government of India. Upon such reference the
dispute shall be decided by the Law Secretary or the Special Secretary/Additional Secretary,
when so authorized by the Law Secretary, whose decision shall bind the Parties finally and
conclusively. The Parties to the dispute will share equally the cost of arbitration as intimated
by the Arbitrator.

24. INTEGRITY PACT (IP):

Vendors are requested to sign & return our pre-signed IP document , if applicable. This
document is essential & binding. Vendor's failure to return the IP document duly signed along
with Bid Document may result in the bid not being considered for further evaluation.

25. RECOVERY OF SUMS DUE:

Whenever, any claim against vendor for payment of a sum of money arises out of or under
the contract, the owner shall be entitled to recover such sums from any sum then due or when
at any time thereafter may become due from the vendor under this or any other contract with
the owner and should this sum be not sufficient to cover the recoverable amount of claim(s),
the vendor shall pay to BPCL on demand the balance remaining due.

26. CONFIDENTIALITY OF TECHNICAL INFORMATION:

 Drawing, specifications and details shall be the property of the BPCL and shall be returned by
the Vendor on demand. The Vendor shall not make use of drawing and specifications for any
purpose at any time save and except for the purpose of BPCL. The Vendor shall not disclose
the technical information furnished to or organized by the Vendor under or by virtue of or as
a result of the implementation of the Purchase Order to any person, firm or body or corporate
authority and shall make all endeavors to ensure that the technical information is kept
CONFIDENTIAL. The technical information imparted and supplied to the vendor by BPCL shall
at all-time remain the absolute property of BPCL. Imparting of any confidential information by
the Vendor will be breach of contract.

27. PATENTS & ROYALTIES:

The vendor shall fully indemnify BPCL and users of materials specified herein/supplied at all
times, against any action, claim or demand, costs and expenses, arising from or incurred by
reasons of any infringement or alleged infringement of any patent, registered design,
trademark or name, copy right or any other protected rights in respect of any materials
supplied or any arrangement, system or method of using, fixing or working used by the
vendor. In the event of any claim or demand being made or action sought against BPCL in
respect of any of the aforesaid matter, the vendor shall be notified thereof immediately and
the vendor shall at his/its own expense with (if necessary) the assistance of BPCL (whose all
expense shall be reimbursed by the vendor) conduct all negotiations for the settlement of the
same and/or litigation which may arise thereof.

28. LIABILITY CLAUSE:

In case where it is necessary for employees or representatives of the Vendor to go upon the
premises of owner, vendor agrees to assume the responsibility for the proper conduct of such
employees/representatives while on said premises and to comply with all applicable
Workmen's Compensation Law and other applicable Government Regulations and Ordinances
and all plant rules and regulations particularly in regard to safety precautions and fire hazards.
If this order requires vendor to furnish labor at site, such vendor's workmen or employees
shall under no circumstances be deemed to be in owner's employment and vendor shall hold
himself responsible for any claim or claims which they or their heirs, dependent or personal
representatives, may have or make, for damages or compensation for anything done or
committed to be done, in the course of carrying out the work covered by the purchase order,
whether arising at owner's premises or elsewhere and agrees to indemnify the owner against
any such claims, if made against the owner and all costs of proceedings, suit or actions which
owner may incur or sustain in respect of the same.

29. COMPLIANCE OF REGULATIONS:

Vendor warrants that all goods/Materials covered by this order have been produced, sold,
dispatched, delivered and furnished in strict compliance with all applicable laws, regulations,
labor agreement, working condition and technical codes and statutory requirements as
applicable from time to time. The vendor shall ensure compliance with the above and shall
indemnify owner against any actions, damages, costs and expenses of any failure to comply
as aforesaid.

30. REJECTION, REMOVAL OF REJECTED GOODS AND REPLACEMENT:

 In case the testing and inspection at any stage by inspectors reveal that the equipment,
materials and workmanship do not comply with specification and requirements, the same
shall be removed by the vendor at his/its own expense and risk, within the time allowed by
the owner. The owner shall be at liberty to dispose off such rejected goods in such manner as
he may think appropriate. In the event the vendor fails to remove the rejected goods within
the period as aforesaid, all expenses incurred by the owner for such disposal shall be to the
account of the vendor. The freight paid by the owner, if any, on the inward journey of the
rejected materials shall be reimbursed by the vendor to the owner before the rejected
materials are removed by the vendor. The vendor will have to proceed with the replacement
of the equipment or part of equipment without claiming any extra payment if so required by
the owner. The time taken for replacement in such event will not be added to the contractual
delivery period.

31. NON-WAIVER:

Failure of the Owner to insist upon any of the terms or conditions incorporated in the Purchase
Order or failure or delay to exercise any rights or remedies herein, or by law or failure to
properly notify Vendor in the event of breach, or the acceptance of or payment of any goods
hereunder or approval of design shall not release the Vendor and shall not be deemed a
waiver of any right of the Owner to insist upon the strict performance thereof or of any of its
or their rights or remedies as to any such goods regardless of when such goods are shipped,
received or accepted nor shall any purported oral modification or revision of the order by
BPCL act as waiver of the terms hereof. Any waiver to be effective must be in writing. Any lone
incident of waiver of any condition of this agreement by BPCL shall not be considered as a
continuous waiver or waiver for other condition by BPCL.

32. NEW & UNUSED MATERIAL:

All the material supplied by the vendor shall be branded new, unused and of recent
manufacture.

33. PURCHASE PREFERENCE CLAUSE:

Owner reserves its right to allow Public Sector Enterprises (Central/State), purchase
preference as admissible/ applicable from time to time under the existing Govt. policy.
Purchase preference to a PSE shall be decided based on the price quoted by PSE as compared
to L1 Vendor at the time of evaluation of the price bid.

Owner reserves its right to allow Micro and Small Enterprises (MSEs) and MSEs owned by
Scheduled Caste (SC) or the Scheduled tribe (ST) entrepreneurs, purchase preference as
admissible/applicable from time to time under the existing Govt. policy. Purchase preference
to a MSE and a MSE owned by SC/ST entrepreneurs shall be decided based on the price quoted
by the said MSEs as compared to L1 Vendor at the time of evaluation of the price bid.

34. CANCELLATION:

34.1. BPCL reserves the right to cancel the contract/purchase order or any part thereof through a
written notice to the vendor if.

34.1.1. The vendor fails to comply with the terms of this purchase order/contract.
34.1.2. The vendor becomes bankrupt or goes into liquidation.

34.1.3. The vendor fails to deliver the goods on time and/or replace the rejected goods promptly.

34.1.4. The vendor makes a general assignment for the benefit of creditors.

34.1.5. A receiver is appointed for any of the property owned by the vendor.

34.2. Upon receipt of the said cancellation notice, the vendor shall discontinue all work on the
purchase order matters connected with it. BPCL in that event will be entitled to procure the
requirement in the open market and recover excess payment over the vendor's agreed price
if any, from the vendor and also reserving to itself the right to forfeit the security deposit if
any, made by the vendor against the contract. The vendor is aware that the said goods are
required by BPCL for the ultimate purpose of materials production and that non-delivery may
cause loss of production and consequently loss of profit to the BPCL. In this-event of BPCL
exercising the option to claim damages for non-delivery other than by way of difference
between the market price and the contract price, the vendor shall pay to BPCL, fair
compensation to be agreed upon between BPCL and the vendor. The provision of this clause
shall not prejudice the right of BPCL from invoking the provisions of price reduction clause
mentioned in 20.3.1 as aforesaid.

35. ANTI –COMPETITIVE AGREEMENTS/ABUSE OF DOMINANT POSITION:

The Competition Act, 2002 as amended by the Competition (Amendment) Act, 2007 (the Act),
prohibits anti- competitive practices and aims at fostering competition and at protecting
Indian markets against anti- competitive practices by enterprises. The Act prohibits anti-
competitive agreements, abuse of dominant position by enterprises, and regulates
combinations (consisting of acquisition, acquiring of control and M&A) wherever such
agreements, abuse or combination causes, or is likely to cause, appreciable adverse effect on
competition in markets in India. BPCL reserves the right to approach the Competition
Commission established under the Act of Parliament and file information relating to anti-
competitive agreements and abuse of dominant position. If such a situation arises, then
Vendors are bound by the decision of the Competitive Commission and also subject to penalty
and other provisions of the Competition Act.

36. ASSIGNMENT:

The Vendor can / does not have any right to assign his rights and obligations under these
general purchase conditions without the prior written approval of BPCL.

37. GOVERNING LAW:

These General Purchase Conditions shall be governed by the Laws of India.

38. AMENDMENT:

Any amendment to these General Purchase Conditions can be made only in writing and
with the mutual consent of the parties to these conditions.

39. SPECIAL PURCHASE CONDITIONS:

 In case of a conflict between the clauses, terms and conditions of General Purchase Conditions
and Special Purchase condition, the clauses, terms and conditions of Special Purchase
Condition will have an overriding effect over General Purchase Conditions and the same
shall be applicable.

40. NOTICES:

Any notices to be given hereunder by a Party to the other shall be in English and delivered by
hand or sent by courier or facsimile to the other Party at the address or facsimile number
stated below or such other address or number as may be notified by the relevant Party from
time to time:

BPCL
Central Procurement Organization (Mktg),
‘A’ Installation, Sewree-Fort Road,
Sewree (E), Mumbai - 400 015
Vendor
As appearing in BPCL’s SAP masters

41. POLICY ON HOLIDAY LISTING

The guidelines and procedures for Holiday Listing are available separately in BPCL website and
shall be applicable in the context of all tenders floated and consequently all orders/ contracts
/ purchase orders. It can be accessed @
http://bharatpetroleum.in/pdf/holidaylistingpolicyfinal.pdf .

42. ORDER OF PRECEDENCE FOR PURCHASES:

1. Purchase Order
2. Detailed letter of Acceptance along with its enclosures
3. Letter of Award / Fax of Acceptance
4. Job Specifications (specific to particular job only)
5. Drawings
6. Special Purchase Conditions (SPC)
7. Technical Specifications
8. Instructions to Bidders
9. General Purchase Conditions (in GPC)
10. Other Documents
Additionally, any variation or amendment / change order issued after signing of formal
contract shall take precedence over respective clauses of the formal contract and its
Annexures.

43. TERMINATION FOR CONVENIENCE:

The purchaser may, by written notice of 14 days sent to the seller, cancel the contract, in
whole or part, at any time for his convenience. The notice of cancellation shall specify that
cancellation is for the purchaser’s convenience, the extent to which performance of work
under the contract is cancelled and the date upon which such cancellation becomes effective.
The goods that are complete and ready for shipment within 30 days after the seller’s receipt
of notice of cancellation shall be purchased by the purchaser at contract terms and prices. For
the remaining goods, the purchaser may opt:-

a. To have any portion completed and delivered at the contract terms and prices
and / or

b. To cancel the remainder and pay to the seller an agreed amount for partially completed
goods and materials and parts previously procured by the seller.

#####
 PERFORMANCE BANK GUARANTEE
(On Non-judicial paper for appropriate value)

To,
Bharat Petroleum Corporation Limited
---------------------------------
--------------------------------

Dear Sir,

In consideration of the Bharat Petroleum Corporation Limited, (hereinafter called ‘the Company’ which expression shall
include its successors and assigns) having awarded to M/s. (Name) ………. (Constitution)………….. (address)
……….(hereinafter referred to as “The vendor” which expression shall wherever the subject or context so permits include its
successors and assigns) a supply contract in terms interalia, of the Company’s Purchase order No…….. dated ………. and the
General and Special Purchase Conditions of the Company and upon the condition of vendor’s furnishing security for the
performance of the vendor’s obligations and/or discharge of the vendor’s liability under and / or in connection with the said
supply contract upto a sum of Rs.(in figures)…………..Rs(in words)…………………………only amounting to 10% (ten
percent) of the total contract value.
We, (Name)…………..(constitution) ……………(hereinafter called “the Bank” which expression shall include its successors
and assigns) hereby jointly and severally undertake and guarantee to pay to the Company in -----(Currency) forthwith on
demand in writing and without protest or demur of any and all moneys any wise payable by the Vendor to the Company under
in respect of or in connection with the said supply contract inclusive of all the Company’s losses and expenses and other
moneys anywise payable in respect to the above as specified in any notice of demand made by the Company to the Bank with
reference to this Guarantee upto an aggregate limit of Rs(in figures)…………Rs(in words)……………………….only.

AND the Bank hereby agrees with the Company that

i. This Guarantee/undertaking shall be a continuing guarantee and shall remain valid and irrevocable for all claims of
the Company and liabilities of the vendor arising upto and until midnight of …………………………………..
This date shall be 6 months from the last date of guarantee period.
ii. This Guarantee / Undertaking shall be in addition to any other guarantee or security of whatsoever that the Company
may now or at any time otherwise have in relation to the vendor’s obligation/liabilities under and /or connection
with the said supply contract, and the Company shall have full authority to take recourse to or reinforce this security
in preference to the other security(ies) at its sole discretion, and no failure on the part of the Company in enforcing
or requiring enforcement of any other security shall have the effect of releasing the Bank from its liability hereunder.
iii. The Company shall be at liability without reference to the Bank and without effecting the full liability of the Bank
hereunder to take any other security in respect of the vendor’s obligations and /or liabilities under or in connection
with the said supply contract and to vary the terms vis a vis the vendor of the said supply contract or to grant time
and / or indulgence to the vendor or to reduce or to increase or otherwise vary the prices of the total contract value
or to release or to forbear from enforcement all or any of the obligations of the vendor under the said supply contract
and / or the remedies of the Company under any other security(ies) now or hereafter held by the Company and no
such dealing(s), variation(s), reduction(s), increase(s) or the indulgence(s) or arrangement(s) with the vendor or
release or forbearance whatsoever shall have the effect of releasing the Bank from its full liability to the Company
hereunder or of prejudicing rights of the Company against the Bank.
iv. This Guarantee /Undertaking shall not be determined by the liquidation or winding up or dissolution or change of
constitution or insolvency of the vendor but shall in all respects and for all purposes be binding and operative until
payment of all moneys payable to the Company in terms hereof.
v. The Bank hereby waives all rights at any time inconsistent with the terms of the Guarantee/ Undertaking and the
obligations of the Bank in terms hereof shall not be anywise affected or suspended by reason of any dispute or
disputes having been raised by the vendor (whether or not pending before any Arbitrator, officer, Tribunal or Court)
or any denial of liability by the vendor or any other order of communication whatsoever by the vendor stopping or
preventing or purporting to stop or prevent any payment by the Bank to the Company in terms hereof.

vi. The amount stated in any notice of demand addressed by the Company to the Guarantor as liable to be paid to the
Company by the vendor or as suffered or incurred by the Company on account of any losses or damages of costs,
charges and or expenses shall as between the Bank and the Company be conclusive of the amount so liable to be
paid to the Company or suffered or incurred by the Company, as the case may be and payable by the Guarantor to
Company in terms hereof.
Yours faithfully,

(Signature)
NAME & DESIGNATION

NAME OF THE BANK

NOTES:
#####