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THIS AGREEMENT No.

XXXXXXX is made at Tuticorin, Tamil Nadu and executed on the


XXXXXXXX

BY and BETWEEN:

Sterlite Copper (A Unit of Vedanta Limited) a company incorporated in India under the
Companies Act 1956 having registered office at SIPCOT Industrial Complex, Madurai By-
Pass Road,, T.V. Puram PO, Tuticorin, Tamil Nadu India (hereinafter referred to as the
SC), which expression shall, unless otherwise excluded by or repugnant to the context
thereof, include its successors and permitted assignees; of the one party.
AND
_________________________________________a company incorporated under the
Companies Act 1956 and having its registered office (Business unit) at
__________________________(hereinafter referred to as the Contractor), which

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expression shall, unless otherwise excluded by or repugnant to the context thereof, include
its successors and permitted assignees) of the second party.

WHEREAS, SC has decided to build and bring into commercial operation a


_____________________________for XXXXXXXXXXXXXXXXX at SIPCOT Industrial
Complex, Madurai By-Pass Road, T.V. Puram PO, Tuticorin in the State of Tamil Nadu,
India.

AND WHEREAS, SC wishes to engage the Contractor who has agreed to build, erect and
commission _________________________________Plant and all other works in
accordance with the terms and conditions stated hereinafter.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH as follows:

1. SCOPE OF WORKS
1.1. The scope of works to be executed by the Contractor pursuant to the terms of this
Contract as per technical specification Schedule 1 includes, but not limited to
unloading of all free issue material, receipt of all the free issue material from SCs
store, loading, transportation to Contractors warehouse, Unloading, including Plant
& Equipment required for carrying out the work at site, safe custody and security of
all the materials issued by SC, proper stacking, checking for completeness and
correctness of the receipt, reporting of any damages, shortages and discrepancies,
ensuring timely replacements for such damages/shortages/discrepancies,
unpacking, repacking & re-stacking wherever necessary, transporting to erection
site matching with the erection sequence, handling at site, erection / construction /
installation including site supervision and inspection, pre-operational checking, all
commissioning activity including start up, trial run and demonstration of
Performance Guarantees as specified in Schedule-5 of the Contract. The detailed
scope of work is mentioned in schedule1 of this contract.

1.2. Completeness:
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The Erected and commissioned equipment/sub-system shall be completed in all
respect with all accessories, mountings & fittings which though not specifically
mentioned in this Contract but required for the completion of the Works and for
safe, trouble free and normal operation (as specified in Technical Specifications-
Schedule-1) of the System shall be rendered free of cost to SC, unless otherwise
expressly excluded in this Contract.
1.3. Total Responsibility:
The Contractor shall be solely responsible for all works and demonstration of
Performance Guarantees as per technical specifications-Schedule-1, irrespective
of whether works have been executed by him directly or through his Affiliates
and/or Sub-Contractor.
1.4. SCs Obligation
As Described in Clause 1.1.10 of Schedule 1 of this Contract.

2. DEFINED TERMS AND CONTRACT DOCUMENTS

2.1. Terms and phrases defined in the conditions annexed hereto shall have the same
meanings where used in this Agreement.
2.2. Contract Documents
The following documents shall together constitute the contract between SC and the
Contractor and the term Contract in all such documents shall be construed
accordingly:
2.2.1. this Agreement;
2.2.2. General Conditions of Contract;
2.2.3. the Schedules:
2.2.3.1. Schedule 1. Technical Specifications and Scope of work
2.2.3.2. Schedule 2. Project Schedule and Liquidated Damages.
2.2.3.3. Schedule 3. Contract Price, Taxes and Payment terms
2.2.3.4. Schedule 4. Performance Guarantees
2.2.3.5. Annexure-I Performance Bank Guarantee Format
2.2.3.6. Annexure-II Performance Acceptance Certificate
2.2.3.7. Annexure-III Safety and environmental guidelines of SC.

3. CONTRACTORS COVENANT TO COMMISSIONING OF SYSTEM


In consideration of the payments to be made by SC to the Contractor as provided
in the Contract, the contractor covenants with SC to execute all the works as

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specified under Schedule 1 required for building, erection and commissioning of
the works in conformity with all respects with the provisions of the Contract.
4. CONTRACT PRICE
In consideration of the Contractor building, erecting and commissioning the
complete system in conformity with all respects with the provisions of the Contract,
SC hereby covenants to pay, an amount of Rs. XXXXXXX
(Rupees______________________), which is Inclusive of all taxes, duties,
charges and levies, at the time and in the manner prescribed in Schedule-3 of the
Contract subject to such deductions/adjustments as allowable in the Contract.
5. COMPLETION SCHEDULE
Time is the essence of Contract. The Contractor undertakes to complete the cold
test of system as per the completion schedule specified in Schedule-2 hereto;
failing which he shall be liable to pay Liquidated Damages as per Clause 6.1 and
Schedule-2 of the Contract.

6. LIQUIDATED DAMAGES FOR DELAY

6.1. In case of any failure towards timely completion of the work as per Schedule-2 of
this Contract, the Contractor shall be liable to pay to SC Liquidated Damages, and
not by way of penalty, an amount as stipulated in Schedule-2 of the Contract on
account of delay in completion.
6.2. Payment/deduction of Liquidated Damages shall in no way relieve the Contractor
from completing the work and discharging all its other obligations under this
Contract.

7. EFFECTIVE DATE
The Effective date of the contract is XXXXXXX.

8. SECURITY DEPOSIT

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8.1. For due and faithful execution of his obligation under this contract, the Contractor
shall submit advance bank guarantee of amount equal to the advance paid as per
details and manner prescribed in Schedule 3 to the Contractor. In case of delay in
completion of the Contractors obligation under this contract, SC shall accordingly
extend the period of Bank Guarantee at his cost.
8.2. In case the Contractor fails to fulfil any of his obligations under this contract, SC will
be entitled to en-cash the above advance Bank Guarantee and forfeit the amount
so realised.

9. CONTRACTOR'S CO-OPERATION WITH FINANCING

The Contractor shall, as and when requested to do so by SC at any time after the
signing of this Contract, prepare and provide such information in connection with
the Contract as may be reasonably required for any potential lender to SC under a
proposed Loan Agreement. The Contractor shall cooperate with SC in good faith in
order to satisfy the requirements of SC's financing arrangements.
10. INTERPRETATION OF CONTRACT DOCUMENTS

10.1. General Conditions and Schedules listed in Article 2 of this Agreement and
forming an integral part of this Contract are to be taken as mutually explanatory to
one another. However, in case of conflict between the Schedules and Conditions,
the conditions shall prevail. In case of conflict between the Conditions and the
Agreement, the latter shall prevail.
10.2. There are no understandings or agreements between SC and the Contractor, which
is not fully, expressed herein including the Schedules referred to in the Contract.
No modifications of this Contract shall be valid unless the same is agreed in writing
by both the Parties hereto and issued as an amendment to the Contract.
10.3. All the words and expressions used in this Contract shall unless repugnant to the
context have the same meaning as are respectively assigned to them in the
General Conditions of Contract. All headings to the Articles, Conditions, Schedules,
Appendices or to any other part of the Contract are solely for the purpose of giving
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a concise indication and not a summary of contents thereof and they shall not be
deemed to be a part thereof or be used in the interpretation or construction thereof.
10.4. This Agreement supersedes and cancels all prior representations and negotiations
whether oral or written, and shall be considered as the entire agreement between
the parties with respect to its subject matter and there shall be no terms,
obligations, representations, warranties, statements or conditions other than those
contained herein.
10.5. References to a particular Section, sub-Section or Schedule shall, except where the
context otherwise requires, be a reference to that Section, or sub-Section or
Schedule.
10.6. All the words and expressions used in this Agreement shall unless repugnant to the
context have the same meaning as are respectively assigned to them in the
Contract. Grammatical mistakes and slips, if they are present in this Agreement
shall not be considered as contradictions.

10.7. A reference to a statute or ordinance includes all regulations by-laws, requisitions or


orders under and amendments to that statute or ordinance, whether by subsequent
statute or otherwise, and a statute or ordinance passed in substitution for the
statute or ordinance referred to or incorporating any of its provisions.

11. ARBITRATION
11.1. The Parties hereto shall endeavour to settle all disputes and differences relating to
and/or arising out of this Contract amicably.
11.2. In the event of the Parties failing to resolve any dispute amicably the same shall be
referred to Arbitration in accordance with the Arbitration and Conciliation Act 1996,
as is prevalent in India. Each Party shall be entitled to nominate an Arbitrator and
the two Arbitrators so nominated shall jointly nominate a third Arbitrator. The
Arbitrators shall give a reasoned award.
11.3. The place of arbitration shall be Tuticorin, Tamilnadu and the language of the
arbitration shall be English.

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11.4. The Parties further agree that any arbitration award shall be final and binding upon
the Parties.
11.5. The Parties hereto agree that they shall be obliged to carry out their Obligations
under the Contract even in the event a dispute is referred to Arbitration.
11.6. In case of invocation of the Arbitration by the Contractor, no reference for
arbitration shall be maintainable unless the Contractor furnishes a interest free
security deposit of a sum determined according to rates agreed as under and the
sum so deposited shall, on the completion of the arbitration proceedings and
pronouncement of Award be adjusted against the cost, if any, awarded by the
arbitrator against the Contractor. It is further agreed that the balance amount after
such adjustment, if any, shall be refunded to the Contractor within one month from
the date of the Award:

Amount of Claim Rate of Security Deposit


For claim above Rs. 10 Crores 7 % of the amount claimed
For claim between Rs.5 Crores 10 Crores 10 % of the amount claimed
For claim below Rs. 5 Crores 15 % of the amount claimed

12. LANGUAGE
All documents, instructions, catalogues, brochures, pamphlets, design data,
operation and maintenance manuals, communications shall be in English
language.

13. GOVERNING LAW & JURISDICTION


This Contract shall be construed in accordance with and governed by the laws of
India and in the event of any litigation with respect to any proceedings which may
be brought at any time relating in any way to this Agreement , each party
irrevocably submits to non-exclusive jurisdiction of the Courts at Tuticorin,
Tamilnadu, India, and the courts competent to determine appeals from those
courts.

14. MISTAKE/FRAUD/MISREPRESENTATION
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No rights shall accrue to the Contractor or any obligation arise for the SC, if it is
established at any time that the consent of the SC was obtained through fraud or
misrepresentation or mistake to any fact material to such consent by the
Contractor or any of its representatives.

15. INDEPENDENT RELATIONSHIP

Neither this Agreement nor any other agreement or arrangement of which it forms
part nor the performance by the Parties of their respective obligations hereunder
or thereunder shall constitute a partnership or agency between the Parties hereto
or between such Parties (or either of them) and any one or more other persons.

Nothing in this Agreement will be taken to constitute either party as an employee,


agent, partner or joint venturer of the other party nor is either party authorised to
incur any obligation on behalf of the other party.

The parties confirm that they shall not during the Term of this agreement directly
or indirectly solicit any employee of the other party for the purpose of causing
such employee's employment with the other party to terminate.

Neither party may bind or commit or purport to bind or commit the other party in
any way; or pledge the credit of the other party for any purpose.

16. PUBLICITY

A party may not make press or other announcements or releases relating to this
Agreement without the approval of the other party as to the form and manner of
the announcement or release unless, and to the extent that, the announcement or
release is required to be made by the party by law or by a stock exchange.

17. FURTHER ACTS

Each party to this Agreement undertake to execute, do and take all such steps as
may be in their respective powers to execute, do and take or procure to be
executed, taken or done and to execute all such further documents, agreements

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and deeds (in form and content reasonably satisfactory to the other party of this
contract) and do all further acts, deeds, matters and things as may be required to
give effect to the provisions of this Agreement.

18. AGREEMENT WITH THIRD PARTIES AND CONTRAVENTION OF LAWS

It is specifically agreed by the Parties that during the term of this Agreement, the
Contractor shall not enter into any agreement with third parties and shall not
contravene any laws or legal requirements which could reasonably be expected to
have an adverse effect on its ability to meet its obligations under this Agreement
or cause it to be in breach in any material respect of its obligations under this
Agreement.

19. INDEMNIFICATION

The Contractor hereby agrees to defend, indemnify, and hold the SC harmless
from all claims, losses, demands, causes of action or suits based upon or arising
from injury (including death) or property damage or loss, to the extent caused by
the negligent acts or omissions of the Contractor, its agents, or its representatives.

Each indemnity in this Agreement is a continuing obligation, separate and


independent from the other obligations of the parties, and survives termination,
completion or expiration of this Agreement

It is not necessary for a party to incur expense or to make any payment before
enforcing a right of indemnity conferred by this Agreement.

20. THIRD PARTY BENEFICIARIES

This Agreement shall not be construed as creating any rights or benefits in any
person or entity, other than the Parties hereto and their respective successors and
permitted assigns.

21. COUNTERPARTS
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This Agreement may be executed in counterparts. All counterparts when taken
together are to be taken to constitute one instrument.

22. DECLARATION BY SIGNATORIES TO THIS AGREEMENT

Each signatory to this Agreement declares and confirms that they have been duly
authorised by the competent authority/authorities of their respective companies to
negotiate, finalize and enter into this Agreement. The respective companies on
whose behalf this Agreement has been signed unequivocally undertake to abide
and honour all terms and conditions of this Agreement without any demure,
protest and delay under all circumstances.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year first before written.

Vedanta Limited
XXXXXXXXXXXX
(Unit : Sterlite Copper)

(Authorised signatory) (Authorised signatory)

(Witness 1) (Witness 1)

(Witness 2) (Witness 2)

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