development. No Data created or developed by the Contractor under this Contract shall become the property of the Contractor, provided that the risk and responsibility for the loss of, or damage to, any Data shall remain with the Contractor until delivery of such Data to the Company. 12.2.2 All Data shall be fit for the purposes specified in the Contract. 12.23 All items created or developed by the Contractor outside the Contract shall remain the property of the Contractor, provided that the Company shall have the right to use any such item where it is provided to the Company as part of the Works. 43 COMPLETION OF THE WORKS 43.1 Notification by the Contractor Upon completion of the Works (or any part thereof), the Contractor shall notify the Company in writing. The Company shall inspect the Works as soon as reasonably practicable and advise the Contractor whether or not the Works (or relevant part thereof) have been completed in accordance with the Contract. 13.2 Completion Certificate 13.2.1 Where the Company agrees that the Works (or relevant part thereof) have been completed in accordance with the Contract, the Company shall issue a completion certificate (the "Completion Certificate’) to the Contractor. If the Works have not been ‘completed in accordance with the Contract the Company may without prejudice to any other right of the Company advise the Contractor of the steps to be taken for ‘completion and the Contractor shall promptly carry out such steps and notify the Company in writing when the steps have been completed. This procedure shall be repeated until such time as the Work is finally completed in conformity with the Contract, whereupon the Company shall issue the Completion Certificate. In the event that the Company issues a Completion Certificate which identifies certain minor deficiencies and defects in the Works, the Contractor shall ensure that all such deficiencies and defects are remedied or repaired to the Company's satisfaction within 30 Days ,(or other such time as specifically approved by Company), after the date of the Completion Certificate. 13.2.2 Issue of a Completion Certificate by the Company shall not relieve the Contractor of any of its obligations and/or liabilities under the Contract 13.3 Partial Completion of the Works 13.3.1 The Company shall have the right to take delivery of any completed part or parts of the Works prior to completion of the whole of the Works. In such event, the Company shall issue a “Partial Completion Certificate” for that part or parts of the Works that Company has taken delivery 13.3.2 Such Partial Completion Certificate of the Works shall not relieve the Contractor from any liability for defects in the Works nor release the Contractor from its warranty and/or re-work obligations under Clause 14 (Warranty). 14 WARRANTY 444 Warranty 14.1.1 The Contactor warrants that it has performed and shall perform the Works in accordance with the provisions of the Contract. The Contractor warrants that all ‘Works shall be of the quality describegaactea Contract and shall be free from defects. VSS Page.as oF 74 Gone Oa =e napeThe Contractor warrants that it shall exercise skill, care and diligence in the performance of the Works and shall carry:out the Works in accordance with sound engineering and/or professional practices, including construction management. 14.1.2 The Contractor warrants that the Basis of Design shall be complete in all respects and those documents shall reflect the appropriate agreed design guidelines in respect of detalled design, procurement, construction, installation, pre-commissioning and ‘Commissioning of the Permanent Works. 14.1.3 The Contractor further warrants that the Works performed by it hereunder shall be performed in accordance with the Company's HSE Policy, environmental and safety policies including but not limited to employing all required precautions, procedures and protective equipment and devices. Where the Company's health, safety and environment policies are silent on an issue, the Contractor shall follow its own ‘documented health, safety and environment policies and procedures or the industry standard health, safety and environment requirements, whichever is more stringent 14.1.4 The Warranty Period shall be as defined in the Agreement in the Schedule | (General Conditions of Contract). During the Warranty Period, the Contractor agrees to promptly correct all defects and other deficiencies in the Works at its sole expense including but not limited to repair, removal, reinstallation, new material, labour, transportation (imespective of the F.0.B. point or the point of acceptance) and equipment, attributable to the Contractor or any of its subcontractors or vendor or failure by the Contractor to comply with any obligation under this Contract. 14.1.5 No overhead or margin shall be paid for the cost of materials or services required for re-work. No additional incentives shall be paid for any costs associated with this re- work. 14.1.6 In the event that such re-performance is done by or on behalf of the Company due to the Contractor's inability or unwillingness to re-perform any such elements of the Works within the Company's schedule or other requirements or by mutual agreement, the Company shall be entitied to recover by way of set-off or otherwise, from the Contractor all costs incurred by the Company in excess of those costs the Company would have incurred had the Contractor completed the Works, to the extent not waived or released. 14.1.7 In the event of delay in completion of Works by the Contractor which results in extension of the Completion Date with reasons attributable to the Contractor, the Contractor shall be responsible for extension of the warranty for such Goods at its costs. 14.2 Notice by Company If the Contractor is in breach of the warranty set out in Clause 14.1 (Warranty), the Company may notify the Contractor in writing specifying the nature of such breach and requiring the Contractor to rectify such breach. Upon receipt of any such notice, the Contractor shall, at its own expense, immediately commence and thereafter continuously proceed to rectify such breach (including, if applicable, re-performance of the relevant part of the Works to the Company's reasonable satisfaction and in accordance with the provisions of the Contract, 14.3. Warranty Period and continue for twelve (12) months (on Certificate / Partial Completion gtCertificate (if issued by the Company for part acceptance of the Works) in respect of the whole/part of the Works or eighteen (18) months following the Mechanical Completion Certificate issued by the Company, whichever is earlier. During the Warranty Period, the Contractor agrees to promptly correct all defects and other deficiencies in the Works, including but not limited to repair, removal, reinstallation, new material, labour, and equipment, attributable to the Contractor or any of its subcontractors or vendor or failure by the Contractor to comply with any obligation under this Contract 14.3.2 The Contractor agrees to extend the Warranty Period for any such rectified work to twelve (12) months following the Company's written approval and acceptance of the rectified work and to extend the validity period of the Performance Bank Guarantee or issue a further Performance Bank Guarantee for the duration of such extended warranty period. 14.4 Remedy of Defects 14.4.1 If defects, errors or omissions in the Contractor's Works are discovered and brought to the attention of the Contractor in writing, the Contractor shall re-perform, at its sole expense, the affected Works to correct such defects, errors or omissions. 14.4.2 If engineering re-work is required and discovered during the Construction phase, engineering re-work shall be accomplished at the Contractor's sole expense. 14.4.3 With respect to defects in the Permanent Works being executed as part of the provision of engineering, procurement, construction management Works, which result from faults or defects in the design deliverables or in the control of the Works performed and require repair, removal, reinstallation, new material, labour, and equipment (repair and replacement costs), attributable to the Contractor or any of its subcontractors or vendors, the Contractor shall have absolute and unrestricted obligation to re-perform the work which is defective. 14.4.4 In the event that such re-performance is carried out by or on behalf of the Company due to the Contractor's inability or unwillingness to re-perform any such elements of the Works within the Company's schedule or other requirements or by mutual agreement, the Company shall be entitled to recover from the Contractor all costs incurred by the Company in excess of those costs the Company would have incurred had the Contractor completed the work, to the extent not waived or released and may be deducted from payments due or which become due to the Contractor under this Contract or set-off against sums due to the Contractor under any other contract between the Contractor and the Company or recovered as a debt. 14.4.5The Contractor shall be liable to rectify or remedy any defects in the Facilities or part of the Faclities or any equipment procured by the Contractor during the validity of the Contract and til the Warranty Period and the period shall also include another a period of 4 years after the expiry of the Warranty Period in matters of latent defects. The Contractor shall remain responsible for the latent defects with respect to the Facilities even after the expiry of this Contract as this provision survives expiry or early termination of this Contract. 14.46 In the event of discovery of any Latent Defects, after the expiry of the Warranty Period, subject to prompt notification from the Company, the Contractor shall remedy such defects at its own cost within a petiod of 30 days of receipt of such notification and the Company shall provide the necessary support on the Site. The Contractor's inability to remedy such defect sh the application oficlause 14.4.5 above. “4 "Page 74 of145 15 154 15.2 16 17. 474 Warranties from Subcontractors and Suppliers ‘The Contractor shall obtain a warranty for the Company from all subcontractors and equipment and material manufacturers and suppliers for repair or replacement up to the warranty period (as provided under Clause 14.3 above) of the Works of the Contractor under this Contract. The Contractor shall use its best efforts, short of litigation, to help the Company enforce the warranties. INDEPENDENT CONTRACTOR Status of Contractor The Contractor shall at all times be an independent contractor with respect to performance of the Works and neither the Contractor nor any person employed by the Contractor shall, other than as expressly authorised by the Company in writing, either represent itself or himself (as appropriate) as, or be deemed for any purpose to be, an employee, agent, or representative of the Company in the performance of the Works. Nothing in this Contract shall be deemed to create a joint venture, partnership of agency between the Parties. Other Contractors ‘The Company reserves the right to perform other work or services or enter into other contracts related to the Works hereunder. The Contractor shall afford the Company or other such contractors every opportunity for the execution of their work or services without interference or hindrance, PRICES AND RATES The Contractor shall, subject to the other provisions of this Contract and the provisions set out in Schedule IV (Schedule of Prices and Rates), be paid for the Work in accordance with the prices and rates set out in Schedule IV (Schedule of Prices and Rates), PAYMENT Invoices 17.1.1 The Contractor shall submit to the Company on or before the tenth (10") day of each month an invoice detailing the amounts payable to the Contractor under this Contract in respect of the preceding month, Each invoice shall in addition to any requirements of Schedule IV (Schedule of Rates):- (a) be in duplicate; (©) bear the Contract Number stated on the cover sheet to the Contract; (©) bear the tax registration numbers (including but not limited to PAN no., Service Tax registration no, TIN no. etc.) under respective laws; (d) state the name, e-mail address, mobile telephone number of the Company's Representative; and (©) be accompanied by supporting evidence, Company approved time sheets and itemised in accordance with the Company's requirements. A draft format of invoice required by the Compaay is attached as annexed to the Schedule of PEON ust ensure that all the required information y si Poooget74