ABB EPAS - WS 19028-R01 AMC For Plate Mill Automation and LV Drives

AMC Offer for ABB Automation for Plate Mill at NAMCO Industries, Khopoli
Business partner : NAMCO Industries, Khapoli
Description : Proposal for AMC of ABB PLC, LV Drives and Control

System for Plate Mill.
Proposal Ref No. : EPAS_WS 19028 R01
Document date : 10/02/2021
Revision : 01
ABB India Limited
ABB Service Principle: A pro-active and methodical approach with a goal set to maintain and
govern the ABB System, enabling the plant being operable at high efficiencies.
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Envisage optimal system performance by strictly following best work practices.
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TABLE OF CONTENT
1. OVERVIEW .................................................................................................................................................. 4
2. CONTACT DETAILS....................................................................................................................................... 4
3. SCOPE OF WORK ......................................................................................................................................... 5
4. TOOLS & TACKLES ....................................................................................................................................... 7
5. SUMMARY - SCOPE OF WORK AND PROPOSAL: .......................................................................................... 9
6. CUSTOMER SCOPE OF WORK ...................................................................................................................... 9
7. EXCLUSIONS:............................................................................................................................................. 10
8. COMMUNICATION .................................................................................................................................... 10
9. EXCEPTIONAL CIRCUMSTANCES:............................................................................................................... 10
10. OTHER CONDITIONS ................................................................................................................................. 10
11. GENERAL TERMS AND CONDITIONS.......................................................................................................... 11
11.1 DEFINITIONS......................................................................................................................................... 11
11.2 DURATION OF CONTRACT .................................................................................................................... 11
11.3 BASIS OF PRICES ................................................................................................................................... 11
11.4 PRICING................................................................................................................................................ 11
11.5 TAXES AND DUTIES............................................................................................................................... 12
11.6 TERMS OF PAYMENT ............................................................................................................................ 12
11.7 PAYMENT MODALITY ........................................................................................................................... 12
11.8 CANCELLATION..................................................................................................................................... 12
11.9 CHANGE IN SCOPE OF WORK................................................................................................................ 13
11.10 FORCE MAJEURE CONDITIONS ............................................................................................................. 13
11.11 LIMITATION OF LIABILITY ..................................................................................................................... 13
11.12 CONSEQUENTIAL DAMAGES................................................................................................................. 13
11.13 DISPUTE RESOLUTION .......................................................................................................................... 13
11.14 SUSPENSION AND POSTPONEMENT OF CONTRACT.............................................................................. 14
11.15 CONTRACT PRICE & VALIDITY ............................................................................................................... 14
11.16 DELAY BY PURCHASER.......................................................................................................................... 14
11.17 PRICING AND DELIVERY ASSUMPTIONS................................................................................................ 15
11.18 VALIDITY OF QUOTATION:.................................................................................................................... 15
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1. Overview
We believe that regular maintenance practices are essential to maintain the optimal
performance and to maximise the return on investment of the installed ABB equipment. The
proposed offer is designed to complement the routine and regular maintenance practices
performed by your maintenance team, structured knowledge and experience sharing
between the ABB engineers and the maintenance team.
This proposal intends to bring out the details of the technical aspects to meet the afore said
objective which will be executed by non-resident engineers at site short term deputation of
ABB engineers from other locations.
This document defines the scope of work and other details necessary for the maintenance
of ABB automation equipment at M/s. NAMCO Industries, Khopoli. The ABB equipment
means the PLC, LV Drives & Control System supplied by ABB at NAMCO Industries,
Khopoli for Plate Mill.
2. Contact Details
Query on this proposal:

Srikanth K (srikanth.k@in.abb.com)
ABB India Limited
IA Building, Plot No.4A, 5 & 6, Peenya Industrial Area, Peenya 2nd Stage,
Bangalore, Karnataka, India – 560058
Mobile: +91 9550762676
Technical Contact during contract execution:

Kiran Chorghe (kiran.chorghe@in.abb.com)
ABB India Limited
Mobile: +91 9901490151
Escalation Level during contract execution:

Jimjohns Babu (jimjohns.babu@in.abb.com)
ABB India Limited
Mobile: +91 9902020616
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3. Scope of work
 ABB PLC, LV Drives & Control System.
3..1. Preventive maintenance
Activities for Automation
 Visual Checks to assess environmental conditions like dust and ensure

cleaning of the Automation Level1 System
 Inspection of power/control cabling
 Inspection of control circuitry
 Inspection of earthing
 Trouble shooting/ fault tracing
 Tightening of Control and Power Cables in the Panels
 Checking Profibus Connectivity and other connectivity of the existing Level1
System
 Alarm & Event Monitoring and recommendations
 Checking System Loads and memory and taking preventive actions
 Visual Checks.
 Program back-up, wherever required
 Report after every maintenance activity
The above activities will be carried out by Non-resident ABB engineers.
Activities for LV Drives
 Visual Checks to assess environmental conditions like dust and ensure

cleaning of the drive systems
 Inspection of drives & environment
 Review of Drive parameters with respect to protection and safety
 Tuning of drives if need be based on process requirement
 Inspection of fan and cooling systems
 Inspection of ribbon and fiber optic cables
 Inspection of power/control cabling
 Inspection of control circuitry
 Inspection of earthing
 Configuration of fault loggers wherever applicable and possible
 Trouble shooting/ fault tracing
 Program/Parameter backups
Report after every maintenance activity
The above activities will be carried out by Non-resident ABB engineers.
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3..2. Frequency
 The visits for performing the preventive maintenance activities for
Automation will be limited to 4 visits per year. Each visit shall be
limited to a total of 3 man-days.
 The visits for performing the preventive maintenance activities for
Drives will be limited to 4 visits per year. Each visit shall be limited
to total of 3 man-days.
3..3. Working Hours

 Mon-Fri of every week from 9 AM to 6 PM excluding general
holidays
3..4. KPI
 Completion of maintenance activities within the mutually agreed
schedule /time frame.
 Submission of maintenance activity report within 1 day of
completion of activity
3..5. Breakdown Calls
3..5.1. Activities
 Resolution of breakdown issues related to ABB PLC, LV Drives & Control
System of Plate Mill.
 Breakdown analysis report after every such activity
3..5.2. Frequency
 A specific lead time is required for the arrival of the engineer from
Bangalore & the same shall be between 48-60 hours.
 Customer shall permit ABB engineer access to the system at all

times for the purpose of carrying out maintenance, inspections and
audit.
 ABB engineer will exercise in performing the services the standard

of care, skill and diligence normally exercised in performing
comparable services.
3..5.3. KPI
 Reporting of engineer from Bangalore or other stations to attend breakdown
calls between 48-60 hours of reporting of the issue
 Submission of breakdown activity and analysis report within 1 day of

completion of activity
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3..5.4. Schedule of AMC Visits
During each Preventive Maintenance Visit one engineer, for the

automation systems and One Engineer for Drive Systems will visit
the site as per the scope & frequency mentioned in this offer.
1) First Preventive maintenance visit (visit of 3 days maximum) has to

be carried out within the months 1-3 of the 1 year contract. In case
the same has not been performed in the stipulated time & the reason
is not attributable to ABB then it will be treated as completion of first
visit.
2) Second Preventive maintenance visit (visit of 3 days maximum) has

to be carried out within the months 4-6 of the 1 year contract. In case
is not attributable to ABB then it will be treated as completion of
Second visit.
3) Third Preventive maintenance visit (visit of 3 days maximum) has to

is not attributable to ABB then it will be treated as completion of Third
visit.
4) Fourth Preventive maintenance visit (visit of 3 days maximum) has to

is not attributable to ABB then it will be treated as completion of
Fourth visit.
4. Tools & Tackles
Laptop, with the required software will be maintained by the engineer, will be preloaded
with the following maintenance tools:
 Service Pro
ABB’s Service Pro 3.0 Service Management System collects, manages and applies global
best practices for automation and process service activities to improve reliability, ensure
compliance and increase return on your automation investment. Benefits are:
 Increased automation reliability  Maximized system performance
 Higher resource utilization  Lower parts costs
 Better business decisions  Improved service effectiveness
 Lower total cost of ownership  Continuously updated best practices
 Longer equipment life
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With Service Pro 3.0, service engineers in your facility benefit from knowledge accrued
from years of ABB’s experience in delivering proven and consistent service for process
automation and industrial processes.
The foundation of ABB Service Pro 3.0 is a comprehensive knowledge database containing
libraries of best practices for servicing ABB automation and ABB-automated processes.
Service Pro 3.0 empowers ABB service engineers to develop and evolve these practices,
which are documented, collected, integrated and deployed to make them available globally
for continuous improvement at every site using Service Pro 3.0.
Service Pro 3.0 is designed as a series of modules that address important service areas:
 Maintenance Management: Service engineers easily follow scheduled service work orders
to provide best service practices for high-quality, consistent service. Provides information
and reports through a configurable interface that gives users the ability to view activities
and track trends. All service activities can be scaled from a single process to an entire
facility or across multiple sites.
 Parts Management: It gives fast access to ABB process automation parts information.
Defines spare parts needs, delivers lists of recommended parts and life cycle status, and
reports on parts inventories. Parts activities are planned and scheduled to ensure
consumables are replaced cost-effectively. Reports designate lifecycle status of ABB
equipment to help plan upgrades. Tracks parts on hand and defines ABB catalogue
numbers for lead time ordering, planning and executing.
 Contract Management: It helps to manage equipment lifecycles, service activities and

capital planning. Provides visibility into service activities at a single site or across multiple
facilities. Charts service activities so preventive maintenance replaces corrective
maintenance. Tracks completed work orders to allow service planning, scheduling and
labor resources to be managed effectively.
 Report Management: provides increased operational understanding of equipment and

processes, improved accounting for parts and materials, and accurate labor cost tracking.
Standard reports give detailed visibility into service operations to help identify efficient
operations and what needs improvement.
 Other items
Any other tools and tackles not listed above shall be provided by the customer to the ABB
engineers.
Any manpower or technicians/ helpers required for conducting the job shall be provided by
the customer at no additional cost.
Any Modifications will be done for running the present functionality as required for
maintenance of the commissioned system only, however any functionality enhancement
will be a matter of separate contract.
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Note: Any tool/ hardware/ software/ PC/ Server/ system etc. carried by ABB for the said
AMC contract shall be returned back to ABB, Bangalore at customer’s cost upon the
completion of the contract.
5. Summary - Scope of work and Proposal:
Following is some key information on the number of, preventive visits and emergency visits.
Sl. No. Description Remarks

1 Preventive Maintenance Visits from 3 Visits Maximum and each visit
Bangalore or other location for PLC, LV includes 3 man-days for
Drives & Control System of Plate Mill. Automation.
(1 Automation Engineer & 1 Drive 3 Visits Maximum and each visit
Engineer per visit) includes 3 man-days for LV
Drives.
(Total Days: 18)
2 Total Period of the Contract 1 year from the date of technically
and commercially cleared and
signed purchase order
3 Type of AMC Non – Comprehensive, Service
(Material/Spares Supply not
Covered)
4 System Details ABB PLC, LV Drives & Control
System of Plate Mill
6. Customer Scope of Work

Customer to provide workplace arrangement, communication medium like telephone/fax/mail
access to ABB engineers visiting site
Customer to maintain the required spare inventory as recommended by ABB. (To be discussed
separately) and spares delivery or management is not part of this offer
Provide all necessary equipment and support required for ABB personal to carry out the
maintenance program.
ABB will identify and suggest problem resolution to issues reported by customer maintenance
personnel. If the performance is affected and if the Customer chose not to carry out the
modification that has been suggested by ABB, ABB will not be responsible for the degradation
of System performance.
ABB recommends that customer be associated their engineers while at site. These will in-turn
facilitates best hands on training.
The offered contract covers only the scope defined in clearly above. In case the contract offer
scope is revised, same shall be discussed and mutually agreed upon.
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In case of necessity of any medical assistance to ABB Engineers, customer to provide the
required first aid immediately and arrange for further medical treatment with intimation to ABB
India Ltd.
If the visit is not availed by the customer due to reason not attributable to ABB, same shall be
treated as complete at the completion of the contract. There will be no price deduction on the
overall contract price in this case
7. Exclusions:
 Any Spares/Material supply
 Any service related to equipment other than specified in this offer
 Implementation of any change request i.e. any new functionality
 Any Service related to Cyclo-converter or MV Drives
8. Communication
All communication is to be addressed to people mentioned in the contacts list of this offer
document
ABB will be informed about any snag related to the automation system supplied by ABB India
Ltd, via email and phone
In case of severity of the problem and requirement of additional resources, problem shall be
escalated to ABB Bangalore.
ABB engineer will have all necessary debugging software required for onsite support and
trouble shooting of the system.
9. Exceptional Circumstances:
If our representative on your premises meets with any accident during work or become ill
during the stay at site, you should provide all necessary medical attention.
In case it becomes difficult for our personnel to continue the work due to reasons beyond their
control such as strikes, lockouts, riots, war / warlike conditions, epidemics, etc. our personnel
would be allowed to come back irrespective of the state of progress of work.
10. Other Conditions

ABB will identify and suggest problem resolution to issues reported by customer maintenance
personnel. If the performance is affected and if the customer chose not to carry out the
modification that has been suggested by ABB, ABB will not be responsible for the degradation
of system performance.
ABB request M/S NAMCO Industries, Khopoli to plan the preventive maintenance on working
days i.e, Mon-Sat.
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ABB recommends that customer should be associated with their engineers while at site. These
will in-turn facilitate best hands on training.
All the above personnel shall abide by health and safety regulations of the plant.
ABB will provide technical skills to carry out various kinds of jobs mentioned in the scope of
work and will make all reasonable efforts to complete the job without any outside assistance.
However if customer deems it necessary to call an outside assistance to complete a highly
specialized job then customer shall bear all such expenses. Decision of customer to call the
experts is exclusive and reserved and binding on us.
11. General Terms and Conditions

Our offer is subject to the terms and conditions attached as annexure to this offer
11.1 Definitions
Customer: M/s. NAMCO Industries, Khopoli.
Contractor: ABB India limited, (INABB)
11.2 Duration of Contract

1 year from the date of this contract signing
11.3 Basis of Prices

The prices quoted are in accordance with the model and scope of work specified in this
offer
11.4 Pricing
Sl. Description of Work Price Ex-Works
No. Bangalore
in INR
1 Lot price for Annual Maintenance Contract of ABB PLC, LV Drives
and Control system for Plate Mill at NAMCO Industries, Khopoli
which includes 3 number of preventive maintenance visits, each
visit limited to 3 man-days for Automation and 3 number of
preventive maintenance visits, each visit limited to 3 man-days for
Drives.
675,000
Travelling charges To and Fro, Boarding, Lodging, and Local
Conveyance for the engineers during the visit shall be in
Customer’s scope.
(Total In INR: Six Hundred Seventy-Five Thousand only)
Note: The prices quoted do not include any taxes or duties/GST and the same shall be
charged as applicable at the time of invoice and shall be payable by M/s. NAMCO
Industries, Khopoli at actuals. At present GST @18% is applicable. SAC for the
maintenance job shall be 998717.
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Utilization of man days in excess of the above shall be charged extra as per the below
charges.
Per Diem Charges

For ABB India Personnel – Rs. 37,500/- (Rs. Thirty-Seven Thousand Five Hundered Only)
per man day between 8.00AM & 6.00PM excluding Sundays & Holidays.
The per diem rate does not include cost of travelling, lodging, boarding and local
conveyance at site. All such expenses shall be to Buyer’s account.
Overtime Charges
Any work requested by the Buyer before or after these hours shall be charged as overtime
equal to 2 times the normal per Hour rate.
11.5 Taxes and Duties
The prices quoted do not include any taxes or duties/GST and the same shall be charged as
applicable at the time of invoice and shall be payable by M/s. Namco Industries, Khopoli at
actuals. At present GST @18% is applicable. SAC for the maintenance job shall be 998717.
11.6 Terms of Payment

 25% of the order value with taxes & duties after First visit or Quarter-1.
 25% of the order value with taxes & duties after Second visit or Quarter-2.
 25% of the order value with taxes & duties after Third visit or Quarter-3.
 25% of the order value with taxes & duties after Fourth visit or Quarter-4.
11.7 Payment Modality

Contingent higher costs for INABB, resulting from delays or other difficulties in fulfilling
the Contract, not attributable to the INABB, have to be borne by the Customer.
 Terms & Conditions of Sale

o Please refer the enclosed General Terms & Conditions of Sale.
11.8 CANCELLATION
The Contractor reserves the right to cancel the Contract by giving written notice to each
other in the event of material breach of the terms and conditions mentioned herein. In
the event of such cancellation, the Customer shall pay to the Contractor: a) the unpaid
balance due for the work actually performed and b) all direct costs incurred by the
Contractor due to the cancellation.
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11.9 Change in Scope of Work

The prices quoted are in accordance with the scope of work specified in this offer.
The Customer shall compensate any change in scope of work of INABB arising out of
changes in the scope. INABB shall maintain a record of such changes. Any increase or
decrease in the price shall be mutually discussed and agreed before INABB undertakes
the execution of such additional scope.
Any change with respect to scope, specification and schedule shall be communicated
with proper amendment of Contract at a mutually agreed change in price and duration.
ABB shall take up the change(s) for execution upon receipt of the amendment. If the
changes are identified by ABB, then the same will be communicated to the NAMCO
Khopoli with 15 (fifteen) days from the date of identification and NAMCO Khopoli will
revert with their consent within 7(seven) days and followed by an amendment as per
mutual agreement.
11.10 FORCE MAJEURE CONDITIONS

Neither party shall be liable for any loss, damage, failure or delay in performing its
obligations under the Contract to the extent directly or indirectly caused by or arising
from an event of Force Majeure, which shall include but not be limited to acts of God,
acts of governmental authorities, earthquakes, strikes, fire, war, flood, epidemics, civil
unrest, riots or other causes beyond its reasonable control. The delivery date shall be
extended for a period equal to the time lost by reason of delay plus such additional time
as may be reasonably necessary to overcome the effect of the delay.
11.11 LIMITATION OF LIABILITY

Notwithstanding anything contained herein, the Supplier’s/Tenderer’s maximum
aggregate limit of liability whether under and/ or in connection with this contract or the
performance or non-performance thereof or as a result of any fundamental breach of
contract, warranty including termination of this contract by the Owner shall not exceed
the total contract price or payments received, whichever is lower.
11.12 CONSEQUENTIAL DAMAGES

Notwithstanding any other provision of the contract, neither party shall, under any
circumstances be liable to the other for loss of profits, loss of revenues, loss of use, loss
of production, loss of opportunity, costs of capital or costs connected with interruption of
operation, loss of anticipated savings or for any special, indirect or consequential
damage or loss of any nature whatsoever.
11.13 DISPUTE RESOLUTION

All disputes arising in connection with this Agreement / Purchaser Order shall be finally
settled and governed by the provisions of Arbitration and Conciliation Act, 1996. The
arbitration panel shall consist of three arbitrators, one to be appointed by each Party
and the third arbitrator shall be appointed by the two appointed arbitrators. The third
arbitrator shall serve as a chairman. The award of the arbitral tribunal shall be final and
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binding on both Parties. The place of arbitration shall be Bangalore / Mumbai or any
major city in India. The proceedings shall be conducted in English language.
11.14 SUSPENSION AND POSTPONEMENT OF CONTRACT

I. Without prejudice to the rights of the NAMCO Khopoli pursuant to this Contract,
on or/and at any time after the Effective Date of the Contract, the NAMCO
Khopoli, by giving verbal OR written notice to the ABB, may suspend
performance of Parties’ obligations under the Contract for the reasonable period
(max 30 days) mentioned in the written notice of suspension without any
additional cost and liability on the NAMCO Khopoli. Any notice of suspension,
which is communicated verbally, shall be confirmed in writing by either party
within seven (7) days after communication. However, ABB shall be entitled for
suitable time extension without LD during suspension for reasons not
attributable to ABB. Upon expiry of such period, the notice served under this
Clause shall be deemed to be revoked automatically unless extended in writing.
In case of suspension extending for more than 1.5 months ABB shall be entitled
for cost compensation and further time extension without LD which shall be
mutually discussed and agreed with the NAMCO Khopoli.
II. Notwithstanding anything contained in the Contract, if, it is in the reasonable
opinion of the NAMCO Khopoli, that there is a genuine and bonafide business
and/or operational issue pertaining to and/or relating to the project requiring the
NAMCO Khopoli to postpone the Time Schedule, the NAMCO Khopoli may, by
a written notice to the ABB, postpone the Time Schedule for a reasonable
period (maximum upto 30 days) specified in the notice without bearing any
additional cost and liability. However, ABB shall be entitled for suitable time
extension without LD during suspension for reasons not attributable to ABB. In
case of suspension extending for more than 1.5 months ABB shall be entitled for
cost compensation and further time extension without LD, which shall be
mutually discussed and agreed with the NAMCO Khopoli.
11.15 CONTRACT PRICE & VALIDITY

The Contract Price which is excluding Taxes and Duties is made on a firm and fixed
price basis except for any change in scope/technical specification, duration (not
attributable to ABB) and statutory variation and consists of the prices for all the
materials and services as mentioned in out technical scope.
The Contract Price shall remain firm and fixed till the ORIGINAL Delivery Date. If the
Delivery Date is extended for the reasons NOT attributable to ABB and the total
execution period exceeds one (1) year then IEEMA Price Variation is applicable. For
IEEMA calculation, we shall consider the base date will be the effective date of Contract
and the actual date of delivery of the materials and services.
Prices are Inclusive of Packing & Forwarding, Freight till NAMCO Khopoli’s site. ABB
shall submit relevant documents to NAMCO Khopoli for availing benefits of Input tax
credit.
11.16 DELAY BY PURCHASER

In case SELLER’s performance is delayed due to any act of omission on the part of
PURCHASER or any third party engaged by PURCHASER or the end customer then
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the SELLER shall be given due extension of time for the completion of the scope, for a
period not less than the duration of the resultant delay in the SELLER's performance of
the obligations. PURCHASER shall grant appropriate cost compensation along with
time extension to the SELLER
11.17 PRICING AND DELIVERY ASSUMPTIONS

Price and delivery is subject to adjustment for (i) any increase in cost or (ii) delays in the
delivery of goods or services arising as a result of:
1. an epidemic or contagion in the country in which the contract is performed or in any
other country where labour, goods, materials or equipment required for the performance
of the contract are sourced, manufactured, assembled or exported from; or
2. controls, restrictions or other measures put in place by one or more competent
authorities in response to such epidemic or contagion described above; or
3. any measures taken by SELLER to prevent or mitigate any health risk.
In India, according to the Office Memorandum on Force Majeure Clause ("FMC") issued
by Ministry of Finance No.F.18/4/2020-PPD dt. Feb 19, 2020 disruption of supply
chains due to spread of corona virus in China or any other country will be covered in the
Force Majeure Clause. Further in March, 2020 Government of India has declared
Covid19 as a “notified disaster” and World Health Organization (WHO) has categorized
Covid19 as a pandemic situation. The Parties [i.e. Purchaser and Seller] are aware of
the current outbreak of the Covid19 worldwide which impacts or may impact the normal
business and execution of this Contract. The Parties agree that ABB is entitled to any
potential cost compensation, time extension, or other reasonably required adjustments
in the Contract, if any consequences, whether directly or indirectly resulting out of, or in
connection with the Covid19 outbreak, lead to delays in delivery of goods or provision of
services, supplies or otherwise affect ABB’s contractual obligations and/or duties.
11.18 VALIDITY OF QUOTATION:

Our offer is valid for your acceptance until 30th March 2021. Thereafter it shall be subject to
written confirmation from us.
We hope that our offer is in line with your requirement. Should you need any more
information / clarifications, please do contact us.
Thanking you and assuring our best services all the time.
Yours faithfully,
For ABB India Limited
Srikanth K
Service Sales
BU – IA-PI
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ABB GENERAL TERMS AND CONDITIONS
SALE OF PRODUCTS AND / OR SERVICES
Dollars [for export order] and with respect to Products Ex
1. Definitions
works pursuant to INCOTERMS latest version.
1.1. ABB: means the legal entity of the ABB Group providing
4. Taxes & Duties:
Products and/or Services to Purchaser under the
Contract. 4.1. Except for taxes levied on ABB on net income, prices are
exclusive of all taxes, duties, fees, interest or other
1.2. Affiliate: means any entity, whether incorporated or not,
charges of any nature, including but not limited to
which presently or in the future, directly or indirectly
CGST/SGST/IGST/UTGST or any other taxes, import,
owns, is owned by or is under common ownership with,
export, customs or any other duties or fees,
by virtue of a controlling interest of 50 % or more of the
administrative fees, or any other similar charges
voting rights or the capital, a party to the Contract.
(hereinafter referred to as “Taxes”). Any such Taxes shall
1.3. Contract: means the terms and conditions contained in be borne and paid by Purchaser and if assessed on ABB,
these General Terms and Conditions (“GTC”), together Purchaser shall reimburse ABB, including, if any,
with any Special Terms and Conditions (“STC”) agreed penalties, costs, assessments and interest relating
upon in writing between ABB and Purchaser with regard thereto.
to supply of the Products and/or Services, including a 4.2. All travel expenses incurred with the provision of Services
purchase order issued by Purchaser provided such shall be for the account of Purchaser. Travel expenses
purchase order has been acknowledged by ABB (the include: (a) fares for journey by rail, sea, air, car and/or
“Order Acknowledgement”). bus; (b) carriage, freight and customs duties as well as
1.4. Contract Price: means the price for supply of the Products insurance due in connection with personal effects,
and/or Services as finally agreed upon between ABB and instruments and tools required for the Services, including
Purchaser in the Contract. necessary costs for overweight on air freight; and (c) all
out‐of‐pocket expenses incurred by ABB for the Services
1.5. Gross Negligence: means any act or omission on the part
ordered by Purchaser, such as internet use, facsimile and
of ABB which is a result of a deliberate, conscious and
telephone calls.
willful disregard of any consequences of such act or
omission and which causes grave and harmful 5. Invoicing
consequences to person and property. 5.1. Purchaser shall provide complete details of Bill To, Ship
1.6. Products: means equipment, parts, material, supplies, To, Name & Address with relevant GST Registration
software and other goods or products as exhaustively Details.
specified in the Order Acknowledgement. 6. Price Escalation
1.7. Purchaser: means the entity or person to which ABB is 6.1. If the Delivery Period agreed is more than 12 months from
providing Products and/or Services under the Contract. the effective date of the Contract, necessary adjustments
1.8. Services: means all labour, advisory, technical and in the Price for the changes in cost of labour and material
engineering, installation, consulting or other services as components shall be made as per the Indian Electrical and
exhaustively specified in the Order Electronics Manufacturers' Association (IEEMA) Index/
Acknowledgment/Contract. RBI Wholesale Price Index.
2. General 7. Title & Risk Transfer
2.1. These GTC apply to any offer, sale or supply of Products 7.1. The title of ownership and property for the Products
and/or Services by ABB. supplied shall pass on to the Purchaser as per the
INCOTERMS applicable.
2.2. These GTC shall apply and have priority over any other
conditions, notwithstanding anything to the contrary in 8. Road Permit/Way Bill
Purchaser’s request for quotation, purchase order, any 8.1. Road Permit/Way Bill/ any other Forms as per the laws,
other document or agreement, unless deviations from wherever applicable, shall be issued by the Purchaser to
these GTC are explicitly agreed upon in writing between ABB/Consignor before dispatch clearance.
authorized representatives of ABB and Purchaser or are
9. Income Tax‐TDS (Tax Deducted at Source) Certificate
set forth in the Order Acknowledgement.
9.1. Income Tax‐TDS, shall be deducted in compliance of
3. Prices
applicable laws of the Purchaser & the Purchaser shall
3.1. Unless specified otherwise in writing, all prices are issue Income Tax‐TDS Certificate within prescribed time
deemed to be in Indian Rupees (INR) and United States period to ABB.
9.2. Purchaser shall provide the details of applicability and
availability of any exemptions available under Indian
taxation related laws & regulations.
ABB
ABB General Terms and Conditions of Sale IN IA‐ 2017 Rev. 1 © 2017 ABB. All rights reserved. Page 1 of 8
10. Payment right to an extension of time and compensation for
additional cost resulting from such delay.
Except as otherwise agreed by ABB in writing, the following
payment terms shall apply: 11.6. If any Products cannot be delivered to or received by
10.1. Payment shall be made in full, free and clear of all Purchaser when ready due to any cause not directly
deductions, withholding or offset, within 30 calendar days attributable to ABB, ABB will notify Purchaser and then
from the date of invoice. Payment shall only be deemed may ship Products to a storage facility, including a facility
to have been effected when ABB’s account has been fully within the place of manufacture, or to an agreed freight
and irrevocably credited. forwarder. If ABB places Products in storage or if Products
are detained at any port, the delivery of the Products shall
10.2. Any advance payments (along with release of Letter of
be deemed to be completed in accordance with the
Intent / Purchase Order) and progressive payments such
Contract, and the following conditions shall apply: (i) all
as against submission of unpriced sub‐vendor POs,
risk of loss or damage shall immediately pass to Purchaser
submission of drawings etc. made by the purchaser
if they had not already passed; (ii) any amounts otherwise
should be along with applicable GST. The payment against
payable to ABB upon delivery or charges incurred by ABB,
Supply should be along with the balance GST (completing
such as for preparation for and placement into storage,
payment of 100% GST).
handling, inspection, preservation, insurance, storage,
10.3. Bank Guarantee if any furnished for payment of advance demurrage, removal and any Taxes, shall be payable by
(ABG) shall be effective only upon receipt of the Purchaser upon submission of ABB’s invoices; and (iii)
corresponding payment in ABB account. ABG shall be when conditions permit and upon payment of all amounts
valid up to the delivery period per contract/PO. ABG shall due hereunder, ABB shall resume delivery of Products to
be reduced in value every quarter to the extent of the originally agreed point of delivery.
advance amount adjusted against deliveries made.
11.7. Unless claims for shortages, damage or other errors or
10.4. If Purchaser deducts or withholds any Taxes, Purchaser deviations of or to the Products are made in writing by
shall pay additional amounts to ABB to cause the amounts Purchaser to ABB within 5 (five) calendar days of delivery,
ABB actually receives net of deducted or withheld Taxes Purchaser shall be deemed to have accepted quantity and
to equal the full Contract Price. Purchaser shall provide to quality of the Products delivered by ABB as being in
ABB within one month accurate official receipts from the accordance with the Contract.
appropriate governmental authority for deducted or
11.8. Unless any claims for non‐conformity of the Services are
withheld Taxes.
made in writing by Purchaser to ABB within 5 (five)
10.5. In case payment of invoices by Purchaser is delayed, ABB calendar days of completion of the Services, Purchaser
shall be entitled to charge a late payment charge of 1.5 % shall be deemed to have accepted the Services provided
(one point five percent) or the maximum permitted by by ABB as being in accordance with the Contract.
law whichever is less on any amount overdue for payment
11.9. For ABB’s performance of the Services, Purchaser shall
for each calendar month or fraction thereof and ABB’s
provide at its costs:
collection efforts including reasonable attorney fees until
payment is received. 11.9.1. ABB’s personnel with free access to the work site,
working permits or any other entry, exit or
11. Delivery Terms and Performance of Services
residence permits necessary for ABB to perform its
11.1. Delivery of the Products shall be Ex‐Works, consignor’s obligations under the Contract;
place pursuant to INCOTERMS 2010.
11.9.2. ABB’s personnel with assistance to obtain visas;
11.2. Delivery of the Products in installments, partial delivery or
11.9.3. ABB with assistance regarding any customs
delivery in advance to the delivery schedule shall be
formalities;
permitted.
11.9.4. ABB with information regarding local laws and
11.3. Delivery times are approximate and are dependent
working conditions;
amongst other on receipt of information required by ABB.
11.9.5. necessary fuel, lubricants, water, electricity,
11.4. ABB shall retain a lien over the Products until Purchaser
compressed air and cleaning facilities;
has in respect of such Products:
11.9.6. Air‐conditioned facilities with available potable
(a) made payment in full (in cash or cleared funds); and
water for ABB’s personnel.
(b) paid all other sums which are or which become due
11.10. If Purchaser provides or requests ABB to install, assemble,
to ABB under the terms of the Contract.
maintain, service or repair any non‐ABB parts, ABB
11.5. In the event ABB is delayed in performing any of its reserves the right to reject such request and to terminate
obligations under the Contract due to any cause not the Contract or part thereof. In the event ABB agrees to
directly and solely attributable to ABB, ABB shall have the Purchaser’s request, Purchaser agrees to save, indemnify
and hold harmless ABB against any and all losses, claims,
ABB
expenses, liabilities, damages and costs whatsoever 13.2. Service Warranty
caused by or related to, whether directly or indirectly, the
13.2.1. ABB warrants that the Services shall be free of
non‐ABB parts.
defects in workmanship for a period of 3 (three)
12. Freight & Insurance months after completion of the Services (the
“Service Warranty Period”).
12.1. Purchaser shall arrange for transportation & insurance
and all the incidental costs shall be borne by Purchaser. 13.2.2. If the Services do not meet the warranty set forth
in Clause 6.2.1, Purchaser shall promptly, however
13. Warranty
at the latest within 7 (seven) calendar days after
13.1. Product Warranty Purchaser became aware or should have become
13.1.1. ABB warrants that the Products shall be free of aware thereof, and in any event on or before the
defects in title, material and workmanship for a expiry of the Service Warranty Period, notify ABB
period of 12 (twelve) months from delivery (the in writing. If Purchaser fails to notify ABB
“Product Warranty Period”). according to the foregoing, it loses its right to have
the Services re‐performed and to submit any claim
13.1.2. If the Products do not meet the warranty set forth
related to such defect. Upon timely notification,
in Clause 6.1.1, Purchaser shall promptly, however
ABB shall re‐perform the Services in accordance
at the latest within 7 (seven) calendar days after
with the conditions set forth in these GTC.
Purchaser became aware or should have become
aware thereof, and in any event on or before the 13.2.3. The warranty period for Services that have been
expiry of the Product Warranty Period, notify ABB re‐performed shall be 1 (one) month from the
in writing. If Purchaser fails to notify ABB date of completion of the re‐performed Services.
according to the foregoing, it loses its right to have 13.2.4. Under no circumstances shall the warranty period
the defect remedied and to submit any claim of any Services, including re‐performed Services,
related to such defect. Upon timely notification, extend for a period in excess of 6 (six) months
ABB shall, at ABB’s option, repair or replace the following the date of commencement of the
defective Products. Purchaser shall bear the costs Service Warranty Period of the originally
of access (including removal and replacement of performed Services.
systems, structures or other parts of Purchaser’s
13.3. For any warranty claim, Purchaser shall have the
facility), dismantling, decontamination,
responsibility to establish that its claim is covered by
reinstallation and transportation of Products to
ABB’s warranty.
ABB and back to Purchaser.
13.4. The warranties specified under this Clause 6 are exclusive
13.1.3. The warranty period for Products that have been
and in lieu of all other warranties of quality, quantity and
repaired or replaced shall be 6 (six) months from
performance, whether written, oral or implied. Any other
the date when the repaired or replaced part has
warranty is hereby disclaimed. The remedies stated
been placed in service.
herein constitute Purchaser’s exclusive remedies and
13.1.4. Under no circumstances shall the warranty period ABB’s entire liability for any breach of warranty. ABB does
of any Product or part of such Product, not warrant, neither expressly nor impliedly, the
irrespective of whether as originally supplied or as Products’ or Services’ merchantability or fitness for a
repaired or replaced, extend for a period in excess particular purpose.
of 18 (eighteen) months following the date of
14. Limitation of Liability
commencement of the Product Warranty Period
of the originally supplied Product. 14.1. In no event shall ABB, its suppliers, sub‐contractors,
employees and Affiliates, be liable for any losses or
13.1.5. ABB does not warrant Products (irrespective of
damages that are special, indirect, incidental,
whether as originally supplied or as repaired or
consequential or punitive, whether in contract, warranty,
replaced):
tort, negligence, strict liability or caused otherwise,
(a) against normal wear and tear; including but not limited to, loss of actual or anticipated
(b) used in a manner contrary to ABB’s profits or revenues, loss of use of the Products, costs of
instructions; substitute products, costs of capital, downtime costs,
delays and claims of Purchaser’s customers or any other
(c) comprising of material provided by or a
third party for any damages.
design specified by Purchaser; or
14.2. In no event shall ABB, its suppliers, sub‐contractors,
(d) repaired, maintained, or modified against or
employees and Affiliates, be liable for any damage to
otherwise not in compliance with ABB’s
equipment or property caused by the Products after
recommendations or instructions.
delivery.
ABB
14.3. In the event that the validity of the Contract is less than 1 use of (i) any nuclear facilities, including, but not
(one) year, the maximum liability of ABB, its suppliers, limited to, nuclear power plants, nuclear fuel
sub‐contractors, employees and Affiliates, whether in manufacturing plants, uranium enrichment plants,
contract, warranty, tort, negligence, strict liability or spent nuclear fuel stores or research reactors, (ii) any
caused otherwise, with respect to any and all claims missile technology or chemical or biological weapons
connected with the Contract, shall in no case exceed the or applications, or (iii) flight, navigation or
lesser of the Contract Price or the price allocable to the communication of aircraft or aircraft ground support
Products or parts thereof or Services which give rise to the equipment.
claim.
15.3. Purchaser must not re‐sell nor otherwise supply in
14.4. In the event that the validity of the Contract is more than whatsoever way Products to any third party of which
1 (one) year, the maximum liability of ABB, its suppliers, Purchaser knows or is supposed to know that it intends to
sub‐contractors, employees and Affiliates, whether in use the Products in any way violating Clauses 8.1 and/or
contract, warranty, tort, negligence, strict liability or 8.2.
caused otherwise, with respect to any and all claims
15.4. If requested, Purchaser shall provide ABB with an end‐
connected with the Contract, shall in no case exceed the
user certificate signed by Purchaser’s authorized
lesser of the annual average Contract Price or the price
representative, which shall be subject to ABB’s
allocable to the Products or parts thereof of Services
reasonable approval, and confirming that the end‐user
which give rise to the claim.
shall comply with Clause 8.2, or any other information
14.5. ABB’s liability shall terminate upon the expiration of the requested by ABB. Until it has received such certificate or
applicable warranty period. information, ABB shall be entitled to suspend the
performance under the Contract. The end‐user certificate
14.6. The limitation of liability as defined in this Clause 7 shall
shall form part of the Contract, and any breach by
prevail notwithstanding anything to the contrary in any
Purchaser or any for whom Purchaser is liable (which
other provision in the Contract.
shall, without limitation, include the end‐user) of any of
14.7. If Purchaser is supplying Products to a third party, the provisions in Clause 8.2, shall be deemed a material
Purchaser shall require the third party to agree to be breach of the Contract by Purchaser, and shall entitle ABB
bound by this Clause 7. If Purchaser does not obtain such to terminate the Contract forthwith by notice to
agreement for ABB’s benefit, Purchaser shall indemnify, Purchaser. In the event of such termination or otherwise,
defend and hold ABB harmless from and against any and Purchaser shall compensate ABB for any damage and loss
all claims made by any third party in excess of the sustained as a result of such breach of the Contract and
limitations and exclusions of this Clause 7. shall keep ABB, and any of its Affiliates, and their
15. Restriction on export and use of Products and/or Services respective officers, directors, and employees indemnified
against any claims and liabilities arising out of such
15.1. Purchaser acknowledges and agrees that any supply of
breach.
Products and/or Services shall be subject to all applicable
domestic and/or foreign laws and regulations regarding 16. Intellectual Property Rights
export control, which shall be applicable to the Contract 16.1. Any patent, software, design, copyright, trademark or
according to the wording valid at the time. Purchaser shall other intellectual property right (“IPR”) being part of the
neither directly nor indirectly export, re‐export or import, Products and/or Services, whether owned or held by
any supply from or provided by ABB to any jurisdiction for limited right, registered or not, is and shall remain the sole
which an import or export license or any other license, and exclusive property of ABB or its Affiliates. Purchaser
permit, consent or approval (“Approval”) is required will not acquire any ownership right or ownership title in
without first obtaining such Approval. Purchaser shall such IPR. Purchaser is hereby granted with a non‐
undertake that all third parties receiving such supply from exclusive, non‐transferable, limited license to use the IPR
Purchaser comply with this requirement. subject to the following: (i) The IPR may be used only in
15.2. The Products and/or Services are provided on strict conjunction with equipment specified by ABB; (ii) the IPR
condition that: shall be kept strictly confidential; (iii) the IPR shall not be
copied, reverse engineered, or modified; and (iv)
(a) the Products and/or Services are solely for civil use;
Purchaser’s right to use the IPR shall terminate
(b) the Products and/or Services are not to be supplied immediately when the specified equipment is no longer
to any jurisdiction, whether directly or indirectly, or used by Purchaser or when otherwise terminated.
for any application where such supply or application
16.2. In case Products and/or Services contain any software
is prohibited by any applicable law or regulation; and
owned by a third party, license terms and conditions as
(c) the Products and/or Services will not in any way be determined by such third party governing such software
installed, used or applied in or in connection with the shall prevail over these GTC with regard to their subject.
planning, construction, maintenance, operation or In case such license terms and conditions are not provided
ABB
to Purchaser by ABB, Purchaser is obliged to ask the third was disclosed to and approved in writing
party owning the software contained in the Products by ABB prior to the date of the Contract,
and/or Services for the applicable license terms and (iv) which comprises any modifications of or
conditions. In any case, Purchaser is obliged strictly to alterations to the Products not approved in
comply with such third party license terms and writing by ABB prior to the date of the
conditions. Contract.
(c) The infringement or allegation of the infringement
16.3. In case Purchaser becomes aware or should have become
was not caused by a Product implementing any
aware of any claim of infringement or allegation of
instructions contrary to or used against ABB’s
infringement of third party IPR, Purchaser shall
recommendations.
immediately notify ABB in writing thereof, failing which
16.6. This Clause 9 states ABB’s entire liability for
ABB shall have no obligations to indemnify or defend
indemnification for third party IPR infringement by the
Purchaser against the claim concerned nor any other
Products.
obligation with regard to such third party IPR
infringement. 17. General Indemnity
16.4. Upon receipt of such timely notification by Purchaser, Purchaser, on behalf of itself and its successors, agrees to save,
ABB may at its sole discretion decide: indemnify and hold harmless ABB against any and all losses,
claims, expenses, liabilities, damages and costs whatsoever for:
16.4.1. at its own cost to conduct negotiations for the (i) personal injury to or death of any employee of Purchaser or
settlement of any claim of infringement or any third party; and (ii) loss or damage to any property of
allegation of infringement and any litigation that Purchaser or any third party, except in the event such personal
may arise therefrom, to defend Purchaser or to injury, death, loss or damage is a direct result of ABB's Gross
indemnify Purchaser. Purchaser shall not make Negligence.
any admission which might be prejudicial to ABB. 18. Changes
Purchaser shall, at the request of ABB, provide all Each party may at any time propose changes in the schedule or
reasonable assistance and information to ABB for scope of Products and/or Services in the form of a draft change
the purpose of contesting the claim and order. Some changes requested by Purchaser may require
conducting negotiations and litigation for the analytical or investigative work to evaluate the change, and this
settlement thereof, and shall be compensated by evaluation work may be charged to Purchaser at prevailing rates.
ABB for all reasonable costs incurred in so doing; The parties may mutually agree on the length of time within
which a decision shall be made regarding the change. If mutually
16.4.2. to procure the right to continue use of the agreed, the changes will be documented in writing by authorized
Products; representatives of each party, along with any applicable
adjustments in the Contract Price or schedule. ABB is not
16.4.3. to modify the infringing Products to make them obligated to proceed with the changed schedule or scope until
non‐infringing; both parties agree in writing. Unless otherwise agreed by the
parties, pricing for additional work arising from changes in laws,
16.4.4. to replace the infringing Products with non‐
rules and regulations shall be at time and material rates.
infringing functional equivalents; or
19. Force Majeure
16.4.5. to remove the infringing Products and refund the
purchase price. Neither party shall be liable for any loss, damage, detention,
failure or delay in performing its obligations under the Contract
16.5. ABB’s obligations established in Clause 9.4 shall only apply to the extent directly or indirectly caused by or arising from an
provided that all of the following conditions (a)–(c) are event of Force Majeure, which shall include but not be limited to
satisfied. acts of God, acts (or failures to act) of governmental authorities,
fires, severe weather conditions, earthquakes, strikes or other
(a) The claim arises out of the design, if any, labor disturbances, floods, war (declared or undeclared),
manufacture of the Product or Purchaser’s use of the terrorists acts or acts of terrorism, epidemics, civil unrest, riots,
Product. acts or omissions by sub‐contractors caused by any
(b) The infringement or allegation of infringement was circumstances referred to in this Clause 12, or other causes
not caused by any use of the Product beyond its reasonable control. The delivery date shall be
extended for a period equal to the time lost by reason of delay
(i) which is unlawful or in breach of the
plus such additional time as may be reasonably necessary to
Contract, overcome the effect of the delay. ABB shall be entitled to adjust
(ii) which is other than for the purpose the Contract Price and to be reimbursed by Purchaser for all costs
indicated in the Contract or reasonably to reasonably incurred due to Force Majeure, including but not
be inferred from the Contract, limited to costs for securing, protecting and storing the Products
(iii) which is in association or combination with and costs for mobilization and demobilization of personnel and
any other product not supplied by ABB, equipment.
unless such association or combination 20. Confidentiality
ABB
20.1. In connection with the Contract, ABB and Purchaser (as to Clause 13.2. In the event that efforts to secure
information disclosed, the “Disclosing Party”) may each confidential treatment are unsuccessful, ABB may
provide the other party (as to information received, the lawfully revise the Confidential Information to make it
“Receiving Party”) with Confidential Information. nonproprietary or to minimize the loss of its proprietary
“Confidential Information” means: (i) all pricing for value.
Products and/or Services; (ii) all terms of the Contract; (iii)
20.4. Purchaser shall not disclose Confidential Information to
all information that is designated in writing as
ABB unless it is required to do so to enable ABB to
“Confidential” or “Proprietary” by the Disclosing Party at
perform its work under the Contract. If Purchaser does
the time of written disclosure; and (iv) all information that
disclose Confidential Information, Purchaser warrants
is orally designated as “Confidential” or “Proprietary” by
that is has the right to disclose the information, and
the Disclosing Party at the time of oral disclosure and is
Purchaser shall indemnify and hold ABB harmless against
confirmed by the Receiving Party to be “Confidential” or
any claims or damages resulting from improper disclosure
“Proprietary” in writing within ten calendar days after oral
by Purchaser.
disclosure. The obligations of this Clause 13.1 shall not
apply as to any portion of the Confidential Information 20.5. As to any individual item of Confidential Information, the
that: (i) is or becomes generally available to the public restrictions of this Clause 13 shall expire the earlier of 5
other than from disclosure by the Receiving Party, its (five) years after the date of disclosure or 3 (three) years
representatives or its Affiliates; (ii) is or becomes available after termination or expiration of the Contract.
to the Receiving Party, its representatives or Affiliates on 20.6. This Clause 13 does not supersede any separate
a non‐confidential basis from a source other than the confidentiality or nondisclosure agreement signed by the
Disclosing Party when the source is not, to the best of the parties.
Receiving Party’s knowledge, subject to a confidentiality
21. Termination and Suspension
obligation to the Disclosing Party; (iii) is independently
developed by the Receiving Party, its representatives or 21.1. In case payment of invoices by Purchaser is delayed, ABB
Affiliates, without reference to the Confidential shall be entitled to suspend performance and delivery.
Information; (iv) is required to be disclosed by law, a valid Any cost incurred by ABB in relation to such suspension
legal process or a government agency; or (v) is approved (including but not limited to storage costs) shall be paid
for disclosure in writing by an authorized representative by Purchaser. The delivery date shall be extended for a
of the Disclosing Party. period equal to the time lost by reason of suspension plus
such additional time as may be reasonably necessary to
20.2. The Receiving Party agrees: (i) to use the Confidential
overcome the effect of the delay.
Information only in connection with the Contract and
permitted use(s) and maintenance of Products; (ii) to take 21.2. If, in ABB’s reasonable opinion, security or safety of ABB’s
reasonable measures to prevent disclosure of the personnel, or the safe performance of Services is
Confidential Information, except to its employees, agents imperiled by security concerns (including but not limited
or financing parties who have a need to know to perform to inability to obtain adequate security protections), local
its obligations under the Contract or to use and maintain conditions, war (declared or undeclared), armed conflict
Products; and (iii) not to disclose the Confidential or threatened conflict, civil unrest or riot, terrorist acts or
Information to a competitor of the Disclosing Party. The threats, threat to safety or well‐being of Purchaser’s
Receiving Party agrees to obtain a commitment from any facility or personnel or ABB’s persons or interests, the
recipient of Confidential Information to comply with the presence of or threat of exposure to hazardous materials,
terms of this Clause 13.2. Confidential Information shall or unsafe working conditions, ABB may, in addition to
not be reproduced without the Disclosing Party’s written other rights and remedies available to it, remove some or
consent, and the Receiving Party shall return all copies of all of its personnel from the site, suspend performance of
Confidential Information to the Disclosing Party upon all or any part of the Contract, and/or transfer such
request, except to the extent that the Contract entitles performance and supervise it from an alternate location
the Receiving Party to retain the Confidential Information. determined by ABB. Purchaser shall assist in any
ABB may also retain one copy of Purchaser’s Confidential evacuation of ABB’s personnel from Purchaser’s site. The
Information until all its potential liability under the delivery date shall be extended for a period equal to the
Contract terminates. time lost by any reason referred to in this Clause 14.2 plus
such additional time as may be reasonably necessary to
20.3. If either party or any of its representatives or Affiliates is
overcome the effect of the delay. ABB shall be entitled to
required by law, legal process or government agency to
adjust the Contract Price and to be reimbursed by
disclose any Confidential Information, that party agrees
Purchaser for all costs reasonably incurred due to any
to provide the Disclosing Party with prompt written notice
reason referred to in this Clause 14.2.
to permit the Disclosing Party to seek an appropriate
protective order or agency decision or to waive
compliance by the Receiving Party with the provisions of
ABB
21.3. ABB shall have the right to require full or partial payment 22. Liquidated Damages
in advance or shall be entitled to suspend or terminate
In case ABB has agreed in writing upon a guaranteed delivery date
the Contract forthwith by notice: (hereinafter the “Guaranteed Delivery Date”) and if the actual
21.3.1. if Purchaser becomes insolvent, commences delivery date is delayed more than 60 (sixty) calendar days
beyond the Guaranteed Delivery Date due to causes directly and
proceedings for its winding up, is declared
solely attributable to ABB, ABB shall pay Purchaser as liquidated
bankrupt, commences arrangement with its damages and not as a penalty, a sum equal to 0.5 % (0.5 percent)
creditors or makes an assignment for the of that portion of the Contract Price attributable to the delayed
benefit of its creditors or files for protection Product and/or Service for each subsequent full week of delay,
from creditors under any bankruptcy or up to an aggregate maximum of 5 % (five percent) of the Contract
insolvency laws; Price for all delayed Products and/or Services. The liquidated
damages shall be ABB’s sole and exclusive liability for delay.
21.3.2. if any representation or warranty made by
23. Compliance
Purchaser herein or in any document or
certificate furnished by Purchaser in connection 23.1. Purchaser hereby warrants that it will not, directly or
herewith proves to be incorrect in any material indirectly, and it has no knowledge that other persons
respect; or will, directly or indirectly, make any payment, gift or other
commitment to its customers, to government officials or
21.3.3. if Purchaser materially fails to comply with any
to agents, directors and employees of ABB or any other
terms of the Contract or if it otherwise is unable
party in a manner contrary to applicable laws (including
to pay the Contract Price as it falls due or if at
but not limited to the U.S. Foreign Corrupt Practices Act
any time ABB reasonably determines that
and, where applicable, legislation enacted by member
Purchaser’s financial conditions do not justify
states and signatories implementing the OECD
the continuation of ABB’s performance.
Convention Combating Bribery of Foreign Officials) and
21.4. If a delay is caused by Force Majeure and extends for a shall comply with all relevant laws, regulations,
period of more than 6 (six) months and the parties have ordinances and rules regarding bribery and corruption.
not agreed upon a revised basis for continuing the work
23.2. Nothing in the Contract shall render ABB liable to
at the end of the delay, including adjustment of the
reimburse Purchaser for any such consideration given or
Contract Price, then either party upon 30 (thirty) calendar
promised.
days written notice, may terminate the Contract with
respect to the undelivered Products to which title has not 23.3. Purchaser’s violation of any of the obligations contained
passed yet and/or Services which have not been in Clause 16.1 above may be considered by ABB to be a
performed yet, whereupon Purchaser shall promptly pay material breach of the Contract and shall entitle ABB to
ABB its termination charges determined in accordance terminate the Contract with immediate effect and
with ABB’s standard accounting practices upon without prejudice to any further right or remedies on the
submission of ABB’s invoices therefore. part of ABB under the Contract or applicable law.
Purchaser shall indemnify ABB for all liabilities, damages,
21.5. If ABB terminates the Contract based on the foregoing,
costs or expenses incurred as a result of any such violation
Purchaser shall pay ABB for all Products and/or Services
of the above mentioned obligations and termination of
completed or partially completed before the effective
the Contract.
date of termination, and ABB shall be entitled to recover
any costs, expenses, loss or damage reasonably incurred 23.4. Purchaser herewith acknowledges and confirms that it
as a result of such termination, including but not limited has received a copy of ABB’s Code of Conduct or is aware
to expenses for repossession, fee collection or costs of how to access the Code of Conduct online. Purchaser
storage during suspension. agrees to perform its contractual obligations under the
Contract with substantially similar standards of ethical
21.6. Purchaser shall have the right to terminate the Contract
behavior.
in case of a material breach of the Contract by ABB,
provided that Purchaser has notified ABB immediately in 23.5. ABB has established the following reporting channels
writing of such breach and ABB has failed to cure such where Purchaser and its employees may report suspected
breach or to commence to cure such breach within 60 violations of applicable laws, policies or standards of
calendar days after receipt of such notification. conduct:
21.7. Purchaser shall have the right to terminate the Contract Web portal: www.abb.com/ethics

forthwith by notice if ABB becomes insolvent or is Telephone: number specified on the above Web portal
declared bankrupt. Mail: address specified on the above Web portal
24. Miscellaneous
24.1. Any notice with respect to the Contract shall be made in
writing in English and shall be deemed to have been duly
given if sent by courier, facsimile or registered letter to
ABB
the party’s address and facsimile number provided in the for compliance therewith. If a Change of Law has an effect
Contract (or such other address/number as may be on ABB’s obligations under the Contract, Purchaser shall
notified from time to time). Any notice shall conclusively compensate ABB for all costs and expenses arising out of
be deemed to have been received on (i) the next working such Change of Law and the delivery date shall be
day in the place to which it is sent, if sent by facsimile, extended for a period equal to the time lost by reason of
subject to confirmation of uninterrupted transmission by the Change of Law.
a transmission report, (ii) on the second next working day
24.9. In the event of any illness or accident affecting any of
in the place to which it is sent, if sent by courier, or (iii) on
ABB’s personnel in connection with the performance
the seventh calendar day from the day of posting (or if
under the Contract necessitating medical attention or
such day is not a working day in the place to which it is
hospital treatment, Purchaser shall ensure that the best
sent, the following working day), if sent by registered
and appropriate medical facilities and medications are
letter.
made available to ABB’s personnel. If it is necessary to
24.2. The Contract constitutes the entire agreement and repatriate an ill, injured or deceased member of ABB’s
understanding between the parties with respect to the personnel, Purchaser shall assist ABB in arranging for such
subject matter of the Contract and supersedes all prior repatriation in the safest and most expedient manner. All
agreements and understandings (both written and oral) costs incurred under this Clause 17.9 shall be borne by
between the parties relating thereto. Purchaser.
24.3. No provisions of the Contract may in any respect be 24.10. The following Clauses shall survive termination or
waived or amended, unless such waiver or amendment is cancellation of the Contract: 4 (Taxes & Duties), 8 (Road
made in writing and signed by duly authorized Permit/Way Bill), 9 (Income Tax‐TDS (Tax Deducted at
representatives of both parties. Source) Certificate), Clause 14 (Limitation of Liability),
Clause 15 (Restriction on export and use of Products &
24.4. ABB may assign or novate its rights and obligations under
Services), Clause 16 (Intellectual Property Rights), Clause
the Contract, in part or in whole, to any of its Affiliates
20 (Confidentiality), Clause 25 (Disputes and Applicable
without Purchaser’s consent and may subcontract
law) and Clause 17 (General Indemnity).
portions of the work, so long as ABB remains responsible
for it. Purchaser agrees to execute any documents that 25. Disputes and Applicable Law
may be necessary to effect ABB’s assignment or novation.
25.1. The Contract shall be governed by the substantive laws of
The delegation or assignment by Purchaser of any or all of
India.
its duties or rights under the Contract without ABB’s prior
written consent shall be void. 25.2. Any dispute arising out of or in connection with the
Contract, including any question regarding its existence,
24.5. Purchaser shall notify ABB immediately upon any change
validity or termination, shall be referred to and finally
in the ownership of more than 50 % (fifty percent) of
resolved by arbitration in accordance with the provisions
Purchaser’s voting rights or in Purchaser’s controlling
of the Indian Arbitration and Conciliation Act, 1996
interest. If Purchaser fails to do so or ABB objects to the
(“Act”), including any statutory modification thereof. The
change, ABB may (i) terminate the Contract; (ii) require
arbitration shall be conducted by three arbitrators, one
Purchaser to provide adequate assurance of performance
each to be appointed by ABB and Purchaser and the third
(including but not limited to payment); or (iii) put in place
to be appointed by both the arbitrators in accordance
special controls regarding ABB’s Confidential Information.
with the Act. If either of the parties fails to appoint its
24.6. In case any one or more of the provisions contained in the arbitrator within thirty (30) days after receipt of a notice
Contract should be invalid, illegal or unenforceable in any from the other party invoking the arbitration clause, the
respect, the validity, legality and enforceability of the appointment of arbitrators shall be in accordance with
remaining provisions shall not in any way be affected or the provisions of the Act. The decision of the majority of
impaired thereby, and the Contract shall be given effect the arbitrators shall be final and binding upon the parties.
as if the invalid, illegal or unenforceable provision had The language of the arbitration proceedings and that of
been deleted and replaced by a provision with a similar the documents and communications between the parties
economic effect to that of the deleted provision if this can shall be English. The arbitration shall be held in Bangalore,
be achieved by another provision. India.
24.7. All policies with respect to any insurance maintained by
Purchaser relating in any way to the Contract shall waive
any right of subrogation of the insurers against ABB.
24.8. All laws and regulations referenced in the Contract shall
be those in effect as of the effective date of the Contract.
In the event of any subsequent revisions or changes
thereto (“Change of Law”), ABB assumes no responsibility
ABB
Government of India
And
Government of Karnataka
Form GST REG-25
Certificate of Provisional Registration
1. GSTIN 29AAACA3834B1Z4
2. PAN AAACA3834B
3. Legal Name ABB INDIA LIMITED
4. Trade Name ABB INDIA LIMITED
5. Registration Details under Existing Law
Act Registration Number
(a) TIN under Value Added Tax 29450069265
(b) Central Sales Tax Registration Number 29450069265
(c) Central Excise Registration Number AAACA3834BXM003
(d) Central Excise Registration Number AAACA3834BEM029
(e) Central Excise Registration Number AAACA3834BXM018
(f) Central Excise Registration Number AAACA3834BXM023
(g) Central Excise Registration Number AAACA3834BEM025
(h) Central Excise Registration Number AAACA3834BEM032
(i) Central Excise Registration Number AAACA3834BED033
(j) Central Excise Registration Number AAACA3834BEI034
(k) Central Excise Registration Number AAACA3834BEM035
(l) Service Tax Registration Number AAACA3834BST008
(m) Corporate Identity Number / Foreign Company L32202KA1949PLC032923

Registration Number
(n) Importer / Exporter Code Number 0388038047
(o) Entry Tax Registration Number 29450069265
Date 26/06/2017
This is a Certificate of Provisional Registraion issued under the provisions of the Act.

ABB EPAS - WS 19028-R01 AMC For Plate Mill Automation and LV Drives

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ABB EPAS - WS 19028-R01 AMC For Plate Mill Automation and LV Drives

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AMC Offer for ABB Automation for Plate Mill at NAMCO Industries, Khopoli

Business partner : NAMCO Industries, Khapoli

Description : Proposal for AMC of ABB PLC, LV Drives and Control

Proposal Ref No. : EPAS_WS 19028 R01

Document date : 10/02/2021

ABB India Limited

Envisage optimal system performance by strictly following best work practices.

Query on this proposal:

Technical Contact during contract execution:

Escalation Level during contract execution:

 ABB PLC, LV Drives & Control System.

3..1. Preventive maintenance

Activities for Automation

 Visual Checks to assess environmental conditions like dust and ensure

The above activities will be carried out by Non-resident ABB engineers.

Activities for LV Drives

 Visual Checks to assess environmental conditions like dust and ensure

The above activities will be carried out by Non-resident ABB engineers.

3..3. Working Hours

3..5. Breakdown Calls

 Customer shall permit ABB engineer access to the system at all

 ABB engineer will exercise in performing the services the standard

 Submission of breakdown activity and analysis report within 1 day of

3..5.4. Schedule of AMC Visits

During each Preventive Maintenance Visit one engineer, for the

1) First Preventive maintenance visit (visit of 3 days maximum) has to

2) Second Preventive maintenance visit (visit of 3 days maximum) has

3) Third Preventive maintenance visit (visit of 3 days maximum) has to

4) Fourth Preventive maintenance visit (visit of 3 days maximum) has to

4. Tools & Tackles

 Contract Management: It helps to manage equipment lifecycles, service activities and

 Report Management: provides increased operational understanding of equipment and

5. Summary - Scope of work and Proposal:

Sl. No. Description Remarks

6. Customer Scope of Work

10. Other Conditions

11. General Terms and Conditions

11.2 Duration of Contract

11.3 Basis of Prices

(Total In INR: Six Hundred Seventy-Five Thousand only)

Per Diem Charges

11.5 Taxes and Duties

11.6 Terms of Payment

11.7 Payment Modality

 Terms & Conditions of Sale

11.9 Change in Scope of Work

11.10 FORCE MAJEURE CONDITIONS

11.11 LIMITATION OF LIABILITY

11.12 CONSEQUENTIAL DAMAGES

11.13 DISPUTE RESOLUTION

11.14 SUSPENSION AND POSTPONEMENT OF CONTRACT

11.15 CONTRACT PRICE & VALIDITY

11.16 DELAY BY PURCHASER

11.17 PRICING AND DELIVERY ASSUMPTIONS

11.18 VALIDITY OF QUOTATION:

21.7. Purchaser shall have the right to terminate the Contract Web portal: www.abb.com/ethics

Certificate of Provisional Registration

3. Legal Name ABB INDIA LIMITED

4. Trade Name ABB INDIA LIMITED

5. Registration Details under Existing Law

Act Registration Number

(a) TIN under Value Added Tax 29450069265

(b) Central Sales Tax Registration Number 29450069265