Annexure–S2

COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)

(To be uploaded along with Un-priced Technical Bid in SRM Portal)

RFx No. : dated

Vendor : M/s.
Vendor’s Internal Offer No. : dated

Based on General Condition of Purchase (GCP)

(https://www.gnfc.in/PDFandWORD/GNFCGCP.pdf) of GNFC, following commercial terms &
conditions are agreed & confirmed by the vendor. PLEASE PUT SIGNATURE/SEAL ON
EACH PAGE. THIS DOCUMENT IS TO BE UPLOADED ALONG WITH UN-PRICED
TECHNICAL BID FAILING WHICH YOUR OFFER IS LIABLE FOR REJECTION.

Please note that this is ARC requirement. Please confirm acceptance of following
terms & conditions:

Sr. Description Vendor’s Response

No.
1 Scope Confirmed
The scope of supply and technical requirements shall be in total
conformity with requirement of the technical specifications
including deviations, if any, agreed & accepted by GNFC.
2.a Prices Confirmed
Prices shall be FIRM and without any escalation, whatsoever
during the entire contract period.
2.b PERIOD Confirmed
The period of this contract will be one year from the date of
contract which may be further extended for one more year on
mutually agreed basis.
3 Basis of Prices
3.a Prices are based on delivery at GNFC Stores at Bharuch Confirmed
inclusive of Packing & Forwarding and Freight charges. Delivery
Address: GNFC Limited, P.O. Narmadanagar -392015, Dist.:
Bharuch, Gujarat, India

In case of booking through transporters, delivery shall be on

Door Delivery (Consignee Copy attached) basis.

Any demurrage/wharfage due to any reason, shall be to vendor’s

account.

Unloading at GNFC Stores shall be in scope of GNFC.

3.b All Testing Charges, if any, are included in the quoted prices. Confirmed
4 Taxes: GST shall be applicable extra on the quoted prices. Confirmed
4.a Applicable GST% (IGST / SGST+CGST): Present Rate is
SGST-_______ %
CGST-_______ %
IGST-_______ %
4.b Applicable HSN Code (8 Digit) HSN Code:
_____________
4.c Terms and conditions as applicable under GST shall be as Confirmed
indicated at GST Annexure
4.d Any increase in the taxes beyond contractual delivery period Confirmed
shall be to VENDOR’s account.
5 Delivery
5.a Effective date of order shall be the date of release of LOI/PO Confirmed
(whichever is earlier).

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

5.b Delivery from effective date: ________ Weeks

Delivery date shall be considered as the date of receipt of goods
at GNFC’s site along with required documents as per PO terms. Confirmed

Please furnish your best delivery period, preferably 3-4 weeks.

5.c Time required for the site erection & commissioning work from _________ Weeks
the date of mobilization of site.
6 Delay/Liquidated damages for delayed Confirmed
delivery/completion (Refer Clause No.3.2 of GCP)
In case of delay in delivery/completion beyond agreed period,
the penalty @ 0.5% of the total basic order value shall be levied
for each week delay or part thereof with ceiling of maximum of
5.0% of the total basic order value, as per Clause No. 3.2 of
GCP. Applicable taxes will be charged and paid to Government.
7 Warranties/Guarantees (Refer clause no. 2.4 of GCP) Agreed
The guarantee period shall be 18 months from the date of
commissioning or 36 months from the date of receipt of last
consignment at GNFC’s site, whichever is earlier.
8 Terms of Payment Acceptable
For supply Items:
100% value on pro-rata basis including 100% taxes shall be
released within 30 days of submission of following documents
and Receipt & Acceptance of goods at GNFC-Stores.
(a) Relevant Test Certificates
(b) Set of despatch documents consisting Original
Consignee copy of Lorry Receipt, Original GST Invoice,
Delivery Challan, Packing List, etc.

ALL THE PAYMENTS WILL BE RELEASED BY NEFT/RTGS

ONLY.

9 Part Order/ Part Annual Rate Contract (i.e. Part Item or Acceptable
Part Qty.) without any pre-condition.

10 Insurance Agreed
Transit Insurance will be arranged by GNFC as per Clause No.
3.8 of GCP. Please inform despatch details immediately e-mail.
11 Inspection & Testing
11. Inspection shall be by GNFC / GNFC’s authorized TPI agency, Acceptable
a wherever specified in Enquiry documents.

All charges towards deputation of GNFC official / TPI agency

shall be to GNFC Account.

All charges towards providing the inspection facility including

required testing shall be to Vendor’s Account.
11. Approval and Inspection by statutory authorities, wherever Acceptable
b necessary, shall be arranged by the VENDOR at his cost
including IBR/CCOE etc.

12 Purchase Order/Annual Rate Contract Acceptance Acceptable

In the event of award of Purchase Order/Annual Rate Contract
on you, you will submit order/ARC acceptance within 10 days
from the date of order, failing which the order/ARC shall be
treated as accepted by you.

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

13 Micro, Small, Medium Enterprise status details Acceptable

In the event of Purchase Order on you, we shall indicate your
current status available in our records. In case of any change in
your status, you shall confirm in writing to us with documentary
evidence within 07 days from the date of receipt of PO, failing
which it will be construed as MSMED act doesn’t apply to your
organization and accordingly your status will be updated in our
system.

Further from time to time, should there be any change in your

status, responsibility shall lie with you to let us notify in writing
regarding such changes.
14 Submission of Statement of Accounts Acceptable
In the event of award of Purchase Order having value more than
20 lakh or more, you will submit Statement of Accounts along
with your final invoice, failing which the balance as per GNFC’s
books of accounts will be considered as final for all purposes
including legal disputes.
15 Bank Guarantees
15. Security Deposit Bank Guarantee (SDBG) Acceptable
a In the event of ARC, SDBG shall be submitted for the 10% of
basic ARC value, as per GNFC format from any nationalized bank
within 15 days of the release of the Order (Refer Point No. 15.b).
The proforma of SDBG shall be as given in our GCP.
15. Format of Bank Guarantees Confirmed
b All applicable Bank Guarantee including Advance Payment,
Security Deposit and Performance Bank Guarantee etc. shall be
submitted within GNFC’s Green Ledger Paper Format only. Hard
copy of the same shall be provided at a later stage. Vendor is
required to fill in the blanks provided in the format and affix the
required amount of stamps on the format itself. Any Bank
Guarantee typed on the Stamp Paper as per GNFC format is not
acceptable.
16 Infringement of Patent: Confirmed
Vendor shall warrant that sale or use of goods, supplied under
this offer/order whether designed and manufactured so as to
comply with purchaser’s specifications or otherwise shall be free
of any claim, whether rightful or otherwise, of any person, by
way of Infringement of an patent copy-right, trademark or
industrial design or the like, and shall hold purchaser harmless
and indemnify purchaser and its consultant and their authorized
representatives at its own cost from any and all such claims and
legal proceedings, purchaser makes no warranty that the
production sale or use of the goods designed and manufactured
so as to comply with purchaser’s specification will not give rise
to the claim, whether rightful or otherwise, of any third person
by way of infringement of any patent copy-right, trademark or
industrial design or the like, and in no event shall purchaser or
its consultant be liable to vendor for indemnification in the event
of any action being brought against vendor in connection with
any such claim.
17 Other conditions of Supply Acceptable
All other commercial terms & condition not referred in this
document shall be as per General Condition of Purchase (GCP).
18 Validity of the offered Prices Acceptable
Up to 4 months from the last date of submission of bid

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

19 TEST CERTIFICATE Acceptable

You shall furnish Material test certificate with physical & chemical
properties and all other relevant test certificates along with
material and despatch documents at no extra cost.
20 FALL CLAUSE Agreed
You will not sale the items covered under contract or items of
identical description to any other customer at prices lower than
the prices charged to us and/or should there be any reduction in
the prices observed during the contract period, the prices
charged to us shall stand correspondingly reduced for our orders
from the date from which such reduction in prices has become in
to effect.
21 QUANTITY Acceptable
Quantity mentioned in inquiry is for indicative purpose. Our
actual requirement may vary depending on maintenance /
modification requirement of the plant. GNFC shall not give any
commitment for quantity or value.
22 PARALLEL CONTRACT Acceptable
GNFC reserves their right to either conclude parallel contract
with other vendors or reject all the offers without assigning any
reasons. Please confirm the acceptance of the same, failing
which offer shall be rejected.
23 TITLE and RISK Confirmed
The supply and consequent transfer of ownership of the products
supplied under the contract will be completed only upon
acceptance of the product by the respective authority at GNFC
Site. All risks, liabilities and obligations in the product as related
to product and shipment to prescribed final destination prior to
the acceptance of the products by the respective authority will
be that of the supplier. The supplier shall always ensure that the
goods supplied by it under this contract shall be free of any lien,
charges or other claims
24 SUSPENSION OF CONTRACT Confirmed
In appropriate case, the Company may at its discretion, instead
of terminating contract for breach of any terms or conditions of
contract by Supplier, suspend the contract for specified period.
In case the contract is so suspended, Supplier will be under
obligation to reimburse the Company damages or loss suffered
by the Company on account of Company making alternative
arrangement for procuring supply during period of suspension of
contract and if the supplier fails to reimburse such loss or
damages, the same will be recovered from the Security Deposit
or any other payment to be made to the Supplier either under
the contract/s with the Company
25 TERMINATION Confirmed
The Company may, without prejudice to any other remedy for
breach of contract, by written notice of default sent to the
Supplier, terminate the Contract in whole or in part. Breach of
contract shall include, but shall not be limited to the followings
(a)The Supplier stops supply for 25 days when no stoppage of
supply is shown on the given programme and the stoppage has
not been authorized by the Company, or (b)When the supplier
delays the supply as per schedule partly or fully for more than 6
weeks or (c) If the Supplier fails to promptly correct the defect
in the supplied goods in the time limit given by the Company or
(d)If the Supplier fails to perform any other obligation(s) under
the Contract or (e) The Supplier goes bankrupt or goes into

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

liquidation other than for a reconstruction or amalgamation If

the Contract is terminated the Supplier shall stop supply
immediately. In the event of termination of contract by the
Company on account of breach of any terms and conditions of
the contract by the supplier the entire Security Deposit Bank
Guarantee given by the Supplier will stand forfeited
26 PAYMENT UPON TERMINATION Confirmed
If the Contract is terminated because of a breach of Contract by
the Supplier, the Company shall process payments due to the
supplier less all required deductions. If the total amount due to
the Company exceeds any payment due to the Supplier the
difference shall be a debt payable by the Supplier to the
Company
27 BRIBES, COMMISSION, GIFTS, ETC. Confirmed
Any bribe, commission, gift or advantage given, promised or
offered by or on behalf of the contractor or any one or more of
their partners/ Directors/Agents or servant or any one-else on
their behalf to any officer, servant, representative or agent of
the Company or any person on his or their behalf for showing or
for bearing favour or disfavor to any person in relation to the
contract, shall subject the contractor to the cancellation of this
contract or any other contract with Company and also to
payment of any loss or damage resulting from such cancellation
28 INSPECTION OF RECORDS BY THE COMPANY Confirmed
The Supplier shall permit the Company to inspect the Supplier's
records relating to in relation to the contract and to have them
verified by the Company, if so required by the Company
29 INDEMNITY Confirmed
The Supplier shall indemnify and keep harmless the Company
from and against all actions, proceedings claims , demands,
losses, costs, damages and expenses whatsoever which may be
brought against or suffered by the Company which they may
sustain, pay or incur as a result of or in connection with the
performance/ purported performance/ non-performance of
the Agreement by the Supplier but excluding any such actions,
proceedings, claims demands, losses, costs, damages and
expenses to the extent that they are sustained, paid or incurred
by reason of or are otherwise attributable to the negligence or
willful acts or omissions of the Company, its servants, agents, or
employees
30 Risk Purchase Confirmed
In case you fail to deliver the goods as per delivery schedule
furnished by us, we will have right for risk purchase from open
market at your risk and cost

Notes:
1. This supersedes all other terms and conditions of sales offer of VENDOR.
2 Acceptance of all the Terms & Conditions indicated above and laid down in the GCP are
the governing factors for deciding orders. Any deviation(s) will be viewed unfavorably.

ACCEPTANCE
We hereby accept the above terms & conditions in totality without any deviation and
conditions.

___________________
Sign & Seal of Vendor

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

GST ANNEXURE

► Timely provision of invoices/Debit Note/Credit Note/Other applicable

documents:
Supplier to immediately provide tax invoice/ Debit Note/ Credit Note/ other applicable
documents as per GST Law to enable GNFC to claim tax benefit within timeline as
required by GST Law and ensure that GNFC must be able to claim ITC [Input Tax Credit]
as per applicable provisions & restrictions of GST Law. All necessary adjustment entries
(Credit Note, Purchase Returns, and Debit Notes) shall be made within time limit as
prescribed in GST Law to ensure that GNFC doesn’t suffer any loss due to such
adjustment as per GST Law. Any consequence in terms of tax, interest or penalty on
account of delayed raising of tax invoice or other applicable documents or adjustment
documents as mentioned above shall not to be borne by GNFC;
► HSN/SAC
HSN / SAC for goods & services respectively shall be specifically included in the tax
invoices as required by applicable GST Law provisions with respect to digits of HSN Code.

► In case of receipt of advance, the Supplier undertakes to raise the necessary statutory
document. Further the Supplier declares to raise the prescribed documentation
governing the movement of goods.
► In case of any wrong classification of HSN, GNFC shall not be responsible and shall not
pay any additional taxes, interest or penalty;
► Discounts
Any known post sale discount should form part of terms of the agreement/contract and
any discount given at the time of sale should be recorded on invoice to enable Supplier/
GNFC to claim tax adjustment. In case there is any post sale discount then the credit
note must be issued within time limit as prescribed in applicable provision of GST Law to
enable supplier/GNFC to claim tax adjustments. .
► Manner of issue of invoices
a) Mandatory three copies of the valid tax invoices or other applicable document as per
GST Law need to be issued by suppliers in case of supply of goods (i.e. ‘Original’ for
recipient (GNFC), ‘Duplicate’ for transporter and ‘Triplicate’ for supplier) and wherever
the law requires, an Electronic Invoice Reference Number and QR code for each
invoice. 2 copies of invoice or other applicable document as per GST Law need to be
issued by supplier in case of supply of services (i.e. ‘Original’ for recipient and
‘Duplicate’ for supplier). Further, the invoices for supplies shall be as per the GST Law
&clearly bear the GSTIN No/ UID No along with Purchase Order/Work Order/Service
Order No and date and wherever the law requires, an Electronic Invoice Reference
Number and QR code for each invoice.
b) Supplier shall be responsible to issue documents required for movement of goods
(such as tax invoice, delivery challan, e-way bill, e-invoice etc) and the logistic partner
shall not be liable for any loss arising due to confiscation of goods by government
agencies on account of lack of proper documents or any miss-declaration.
c) Where the supply of goods/ services are liable to GST under reverse charge
mechanism, then the supplier should clearly mention the category under which it has
been registered and also that “the liability of payment of GST is on the Recipient of
Service”. If payment of GST is received by Supplier in spite of Goods or Services
supplied by said supplier is covered under RCM [Reverse Charge Mechanism] and GST
is payable by GNFC, said supplier must return the amount of GST immediately to GNFC
so that default on part of GNFC can be avoided. In case the supplier does not declare
the same or does not return amount as mentioned above then such GST amount shall
be recoverable from them with interest.
d) The invoice should clearly specify abatement if any
e) If any claimed or otherwise from the Taxable Value while calculating the GST.
f) Tax invoice is to be issued by the supplier as per applicable GST Law provisions. .

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 Annexure–S2
COMMERCIAL TERMS & CONDITIONS FOR ANNUALRATE CONTRACT(ARC)
(To be uploaded along with Un-priced Technical Bid in SRM Portal)

► Tax Indemnity clause:

Declaration/ Self Certificate stating that Taxes which have been collected/ with-held on
behalf of GNFC have been duly paid/ will be paid to the Government account within the
due dates specified under various Tax Laws (including GST law) in India and Rules made
there under. It may please be noted that if GNFC is not able to avail any tax credit due to
any short coming on the part of the Supplier including mismatch of ITC between invoice
and GST return uploaded by supplier (which otherwise should have been available to GNFC
in the normal course), then the Supplier at his own cost and effort will get the short
coming rectified. If for any reason the same is not possible, then the Supplier will make
‘good’ the loss suffered or potential loss that may be suffered by GNFC due to the tax
credit it lost in that transaction (including any interest and penalty in this regard).If any
shortcoming is communicated by GNFC to Supplier said Supplier shall take prompt action
to rectify the same. GNFC reserves right to recover from outstanding balance of Supplier
without prejudice to above mentioned obligation of Supplier to make ‘good’ the loss
suffered or potential loss that GNFC may suffer by separate transaction as may be directed
by GNFC.
► Other points –
a) Any Liability arising out of dispute on the tax structure, HSN classification, correct
disclosure in return, timely filing of applicable GST returns, raising of correct tax invoice
within statutory timelines and presenting us immediately, calculation, correct valuation
and payment of GST to the Government will be to the Supplier’s account;
b) In case the value of tax invoice or GST rate on tax invoice as mentioned in tax invoice
of Supplier is assessed differently by the department during assessment proceedings or
any other dispute is raised by department resulting in additional liability of Supplier then
GNFC shall not be liable to reimburse any amount of tax or interest or penalty to such
Supplier in relation to such additional liability or any other incidental expenses or
liabilities;
c) The tax invoice or debit note raised by supplier on us must be compulsorily uploaded in
GST return in manner as required by GST Law. Further, GST in respect of such tax
invoice must be paid to government as required by GST Law. In case the same is not
complied with then the Supplier will make ‘good’ the loss suffered or potential loss that
may be suffered by GNFC due to the input tax credit lost in that transaction (including
any interest @ 24% and penalty in this regard).
d) In case the tax invoice is not presented to us immediately on issuance and if GNFC is
not able to claim Input tax credit on account of expiry of statutory timeline then GNFC
shall not make payment of any taxes to Supplier;
e) The PO/SO/WO shall be void, if at any point of time you are found to be a black listed
dealer as per GSTN rating system or if you have not filed GST returns as per applicable
GST Law provisions, no payment shall be entertained in such cases.
f) The Supplier/ Sub contractor shall communicate to GNFC with regard to any change in
the registration details, issue of blacklisting or any non-compliance by Supplier
irrespective of the fact that whether such events are attributable to the Suppliers or not;
g) Any local levies and or other charges levied by any Central/state/local authorities
wherever applicable shall be extra and supplier shall be liable to discharge the same.
GNFC shall not pay or reimburse the same to Supplier.
► Clause on anti-profiteering
Any economic or tax benefit arising out of the implementation of GST is mandatorily
required to be passed on to us by you. Similarly, the benefits enjoyed by your Suppliers
and other players in the supply chain are also required to be passed on to you by them,
which in turn shall be passed on to us by way of price reductions. Accordingly, you are
expected to pass on any direct or indirect benefits arising thereon.

The responsibility to pass on the above benefits vests with you as our ‘Responsible
Suppliers’ and we reserve our right to understand and seek the manner/ mechanism in
which such benefits are passed on to us.

___________________
Sign & Seal of Supplier

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