Contract No. CIL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 Contract Between Coal India Limited, Kolkata And M/s. GMMCO Limited, Kolkata For Supply, Installation and Commissioning of 240 Ton Rear Dumpers Caterpillar make, Model 793D along with Consumable Spares and Consumables for 12 months of warranty period from the date of commissioning of the equipment and thereafter Spares & Consumables for a period of 36 months. Contract No. CLL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 A h aeCONTRACT FORM. GENERAL CONDITIONS OF CONTRACT (GCC). 1. Definitions..... 2. Application. vo8 3. Standards. : ae 8 4. Use of Contract Documents and Information, 8 5. Patent Rights... i seve 6. Security Deposit... 7, Performance Bank Guarantee. 8. Inspections and Tests. 9. Packing. 10. Delivery and Documents... 11. Insurance. 12. Transportation. 13. Incidental Ser 14, Spare Paris. 15. Warranty... 16. Payment. 17. Prices. 18. Changes in Orders... 19. Contract Amendments... 20. Assignment... 21. Subcontracts.......-ceseeeeeersesetien 22, Delays in the Supplier’s Performance. 23, Liquidated Damages. 24. Termination for Default. 25, Force Majeure. : 26, Termination for Insolvency. 27. Termination for Convenience. 28. Governing Language. 29. Applicable Law. 30, Notices... 31. Taxes and Duties........ 32. Limitation of Liabilities... : 33. Provisions of CIL’s Purchase Manual... SPECIAL CONDITIONS OF CONTRACT (SCC). 17-26 Security Deposit (GCC Clause 6). i 18 Performance Bank Guarantee (GCC Clause 7) 18 Inspection and Test (GCC Clause 8)...... Delivery and Documents (GCC Clause 10). Incidental Services (GCC Clause 13). Warranty (GCC Clause 15)... Payment (GCC Clause 16). Prices (GCC Clause 17}, eno paeNe Contract No. CIL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 4 b 9SCHEDULE OF REQUIREMENTS & DELIVERY SCHEDULE.. Schedule of Requirements ~ Part I. Delivery Terms.. Port Consignee Delivery Schedule.. Final Place of Destination / FOR Destination / Ultimate onsanes Country of Origin for the Equipment and OTR Tyres : Schedule of Requirements — Part IL... ‘TECHNICAL SPECIFICATIONS..... 1. Scope of supply (Part A). 234 2. Spetifie Site Requirement (Par B).. 36 3. General Requirements (Part C) 37 4. Equipment Specifications Par D).. 5, Equipment Acceptance... PRICE SCHEDULE... NOTIFICATION OF AWARD... ANNEXURE... Security Deposit Bank Guarantees . Performance Bank Guarantee Format........0--2 Proforma of Certificate after Commissioning of Plan ‘Annexure fo Technical Specifications ..... 4)... A (D) oevessennee 4@) 4@) ate) ag) 4(g) 4(h) one 4G). 4G) vee atk) 4(). (mn)... a(n). 4(0). MD) evvveveseeeees 5. Integrity pact... fa ae . 6. Bank details for opening of LC in US$ on Caterpillar S.A.R.L. and payment in INR to Mis GMMCO Lid. ..... eee Fate ooeeeiatd aeNS Contract No. CIL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 A Iil a ng Agreement a THIS AGREEMENT made the 16 day of September, 2016 between Coal India Limited, Coal Bhavan, Premises No. 04, Plot No. AF-IIl, Action Area 1A, New Town, Rajarhat, p Kolkata — 700 156, India (hereinafter referred to as the “Purchaser” which expression shall unless repugnant to the context or meaning thereof, includes its successors) of the one part and M/s, Caterpillar Inc., 100 NE, Adams Street, Peoria, Illinois 61629-0001, USA ( “hereinafter referred to as “Manufacturer”) represented by M/s, GMMCO Limited, Birla Building, 9/1, R. N. Mukherjee Road, Kolkata — 700 001, India (authorized Indian agent) 4 (hereinafter referred to as the “Supplier which expression shall unless, repugnant to the Context or meaning thereof, includes its successors and permitted Assigns) of the other part. a WHEREAS the Purchaser invited bids for certain Goods and Ancillary Services viz. Tender No, CIL/C2D/240T Dunaper/R-11/14-15/235 dated 13.10.2014 for the Supply, Installation and Commissioning of 44 nos, of 240 Ton Rear Dumpers along with consumable spares i and consumables for 12 months of warranty period from the date of commissioning of the equipment and thereafter spares and consumables for a pericd of 36 months to Kusmunda, , Cevra and Dipka Projects of South Eastern Coalfields Limited (SECL) in Coal India “Limited (CIL) and has accepted the Bid No. GMMCO/KOL/CIL/2401/14-15 dated _ 13:11.2014 (¢-Bid ID no. 12945) and clarifications sought as shortfall documents dated * 07.03.2015, and letters including nos. ANKJ240/CIL dated 01.01.2016 and GMMCO/KOL/CIL/2407/15-16/47 dated 27.06.2016 submitted by the Supplier based on 4 the authorisation letter No. MKTG/CAT/14-IS/CIL/DUMPER/240T dated 21.11.2014 and subsequent corrected authorisation letter No. MKTG/CAT/14-15/CIL/DUMPER/240T H dated 09.03.2015 of Mis. Caterpillar Inc., USA, the manufacturer for the supply of those ontract No. CIL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 Page|t 8 a 0P LICENS! 9, india Exchange 08SGoods and Ancillary Services for Kusmunda, Gevra and Dipka projects of SECL in CIL under PCD on CIP basis for the sum of US$ 105,058,844.00 (US$ One Hundred Five Million, Fifty Eight Thousand, Bight Hundred and Forty Four Only) (FOB Value) for supply, installation and commissioning of 44 nos. of 240 Ton Rear Dumpers and the sum of additional 8 nos. each of OTR Tyres during 12 months of warranty period from the date of commissioning and 2" year of operation from the date of commissioning for each 240Ton Dumper which works out on CIP basis in Indian Rupees to Rs. 862.28,41,480.00 (Rupees ight Hundred Sixty Two Crores, Twenty Eight Lakhs, Forty One Thousand, Four Hundred and Eighty Only) and for Consumable Spares & Consumables for 12 Months of warranty period from the date of commissioning of equipment and thereafter spares and consumables for a period of 36 months for the said equipment for Kusmunda, Gevra and Dipka projects quoted in INR which works out to total Indian Rupees of Rs. 78,66,16,921.00 (Rupees Seventy Eight Crores, Sixty Six Lakhs, Sixteen Thousand, Nine Hundred and Twenty One only) for a grand sum total of Rs 940,94,58,401.00 (Rupees Nine Hundred Forty Crores, Ninety Four Lakhs, Fifly Bight Thousand, Four Hundred and One Only) in CIP basis (hereinafter “the Contract Price”) calculated as per the considered exchange rate of USD 1= Rs. 66.39 and applicable statutory taxes, duties and other levies at the time of opening of price bid on 31/12/2015. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS: 1. In this Agreement, words and expressions, shall have the same meaning as are respectively assigned to them in the conditions of contract referred to. 2. The following documents shall be deemed to form and be read and construed as part of this Agreement viz. ‘The Techno-Commercial Bid and Price-bid as submitted by you - the bidder The General Conditions of Contract (GCC) ‘The Special Conditions of Contract (SCC) The Schedule of Requirements & Delivery Schedule The Technical Specifications ‘The Price Schedule ‘The Purchaser’s Notification of Award The Integrity Pact (Annexure 5) =m moe 3. In consideration of the payments to be made by the Purchaser to the Supplier as hereinafter mentioned, the Supplier hereby covenants with the Purchaser to provide the Goods and Services and to remedy defects therein conformity in all respects with the provisions of the Contract 4, The Purchaser hereby covenants to pay the Supplier in consideration of the provision of the Goods and Services and the remedying of defects therein, the Contract Price ot such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract. Contract No. CIL/C2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 thacay AP5, Brief particulars of the Goods, Services which shall be supplied / provided by the Supplier are as under for Kusmunda (20 Nos. under PCD), Gevra (16 Nos. under PCD), and Dipka (8 Nos. under PCD) Projects : T aT Vaiow | ERIE Vat | Exe Wace ‘or Kosa for Govrn foe Dip s sid curescy | U8tRG | Go Nee unger | (6s under | GR under Feb) wep) | roo) 1 [ oe neand Meet iy Copia, 790 7 2 | FOB Price of Equipment Use Raoororco | awo.igaz000 | asainai6co | 17608.0R00 2 [CaF Pies orenuipment vss | zzasaoroo | asno,mooo| 2eseazieu0 | 1428160800 Tian repro a sae | — z “| fod al aie fora cst 10 ltr 4 oome ew | mie | r30ne0000 | 26oa000000 | 2oeane00.00 | .04,00,00000 Tpke to dalivery wpa pla of esata Estimated Landa CIP Pie Toa 5 | Bnuipmeat (xabnge Rate USS I | INR shee) gpcaes9aa0 | 361339780000 aonorasase.oo | 1445359.12000 Sper and Svea for warranty pelo i Sans (UST pon aeaer TOW Fase Tor aditianat 2 (OTR Tyree pee equipment fo Nest 6 | for See 12 montis of operation | fy, from ih die of commisionng of seenuient, saowna | 9ane%00 7.36 900.00 Cle. Pace for aiditon 2 0s GTR Tyres par eauipmen fo Meet 7 | required for fest (2 months of ‘pettion fom tbe "date of hramistoning of sheave. aazsoon | — 93000000 7190.00.00 310,000.00, Talsnd tnneparaon and Insane fod al eer local cot 10 clea foods youn esos and Frees to deliver wpe place of | eeatnation for addons! 2 nos. | oN (OTR Tyres per equipment or eet fae ft 12 mous of option fre the date of commslviag of theequipreat pore anp000 ) 129000000 360,000.00, 140,000.00 Exinstes Landed Pres fore 9 | O1R Tyres for 1* Yenceschange | INF Rate US |= Rs 659), verge 193,703.00 | 7.53,4812000 02,2840600 | 30139,268.00 TOR re for ation 6 es (OTR Tes et equpment or Meet 10 | sexed for 20d yer of operation ffom te date of conning of she equipment uss perigee 230000 220000 1.290000, iE. Pree for adiiiorat 6 oe (OTR yes per enupment fo Nee 11 | feos for 2nd yer of option | OSS, frm te date of Eemnsioning of the eeuipment peryne 245000 p00 zazsoopo0 | 1146400000 Tol tasporaen sisarnce fd al other focal cost to cle foods trgh easons and Fncienal o tive up place of | yg 12 | destination for setiaral'6 es (Gi tyre pr enipment ee Det for ind yea of operation orn fine of comensioning of the spent periyre nono | 36,¢0.00000 aeocooo | 144000000 C fetid Cndeg Pate] aR 15 | 1m Tye fr 2 Yemen [ Rue uss r= Rs 6639) ee waz2,n900 | 230727880.00 agassigedoo | 91220992000 Contract No. CILICZD/2407 Dymper/R-11/14-15/08 Dated 16/09/2016 A Page 13 SDeee te Extended Values | Extended Values | Extended Values Unrate | Seta | fi Gera for Dip cnteney vs ena ce Spor nd ona fr waranty pe nl fr 36th (INR porta trae Ted Peer Sot —aF Gonscble ses and v4 | Gomes fr ich cuipment| ix | a4otzeego | sszaesio0n] sstarsrio0| 2771393600 seq for fit 12" a Srmion am theo onmisoning ofthe quent Cade Pris fr St of pas an nme for eerie 1s | 2utyear ot eperation er the date | INE ” Rat270800 | 660.7158000 | 330.35,40.00 or commssioning. of the Squipent, Tanded Prise Wr Sao spare aT Constables for Net req Tor 16 | 31d year of epertion fem the date | mv ” rarssso9100 | 72819495200 | 3939737600 ote dd Pre fF SEO aS ad CCarsunobies fr fet req for 17 | A890 oF aero fom die } we ” saszaczo0 | 7383179200] — 368.15.896.00 of commbsionig of the exuipment “Tal CIP Pic Tor coauiable apes ad comamaee fr TP 18 | months of wamnty period and terafer spares and consumes | 37,s4277700 | z741.2609600 | 137063.048.00 fora period af 35 month (IN) Total Tnnded Price for eousuaable spares wil Consumable TF 19 | 12 months ef wnrsnnty period (USS and INE) in INR uatesn.peaa0 | 1187.06,36800 | 5 78.5318400 20 sasg0sss.00 | ase6sa,ccu00 | 12532688200 Taal GIF Fe Raunt el ena wae es for 12 months of warranty peril and terete | 39 oy 94 a 71 | spares aad consumables for’ periad af 36 months (USS and | “2%207.17700 | M4097.481600 | 17048.52.408.00 Ny in a a 6. Statutory Levies Statutory Levies like Basic Customs Duty, Countervailing duty, Additional Customs Duty, and any other duty, Excise Duty along with Educational Cess, Central Sales Tax / State VAT, Service ‘Tax indicated in the price schedule, as applicable on the date of delivery shall be payable. If there is any statutory change in Excise Duty and Central Sales Tax / State VAT within contractual period, the same shall be admissible and will be paid based on documentary evidence. However, no upward revision in Excise Duty and Central Sales Tax / State VAT beyond original delivery period shall be admissible. CIL will pay only Customs duty applicable to imported Goods directly to Customs Authorities, Available Cenvat Credit on Countervailing duty, Additional Customs Duty or on any other duty and Cenvat Credit on Service Tax on Indian Agency Commission as applicable shall be availed by CIL/SECL., Contract No. CIL/C2D/2401T Dumper/R-11/14-15/08 Dated 16/09/2016 Page [4 b AfCenvat Credit for Excise Duty, Service Tax, Custom Duty elements, VAT set off etc. as per applicable Indian laws at the date of delivery shall be availed by CILISECL. tf atthe time of supply, it is found that Cenvatable Invoice (Credit available to CIL on this account is Tess than the “Cenvatable Amount” indicated in the Price Schedule, the differential amount between the two shall be deducted from the Supplier's bill while making payment to you. 7. Ageney Commission Indian Agency Commission @ 4.76% (four point seven six percent) of FOB value of the equipment is included in the price indicated above. Indian Agency commission along with service tax as legally leviable in India shall be payable to M/s. GMMCO Limited in Indian Rupees only as per Clause No. 7.4, SCC. 8 Price Basis ‘The contract is on CIP Basis (Final Place of destination) at the above mentioned prices in US Dollars for Equipment and additional 8 nos. of OTR Tyres per equipment during werranty period and 2 year of operation from the date of commissioning and on FOR Destination basis for balance spares and consumables in Indian Rupees during warranty period and thereafter 36 months from the date of commissioning as indicated in the Price schedule. For Contract portion on CIP (Final Place of Destination) basis, it is the responsibility of the supplier to deliver the goods at the named place of destination at its own risks and costs. The supplier must contract at its own cost and risk for carriage of goods and insurance 0 the named place of destination. CIL has no obligation to the supplier on these accounts. However, CiL will provide the supplier upon request, with necessary information for obtaining insuranee. For Contract portion on FOR destination basis, it is the responsibility of the supplier to deliver the goods at the FOR destination site at its own risks and costs. ‘The supplier must toniract at its own cost and risk for carriage of goods and insurance to the FOR destination Site. CIL has no obligation to the supplier on these accounts. However, CIL will provide the supplier upon request, with necessary information for obtaining insurance. Marine freight and insurance charges shall be paid at actual subject to the ceiling of quoted amount. Inland freight and insurance charges shall be paid at actuals but not beyond the Composite rate quoted under head "Inland Transportation and insurance and all other local ost to clear goods through custom and incidental to delivery up to the final place of destination’. In case of inland transportation of goods, the same is to be done through registered common carriers only. 9. Execution of Contract “The contract is concluded between the Purchaser and the Supplier for supply, installation and commissioning of 44 nos. of 240 Ton Rear Dumpers along with Consumable spares é Consumables for 12 months of warranty period from the date of commissioning of the equipment and thereafter spares and consumables for a period of 36 months. The Equipment and additional 8 (eight) nos. OTR Tyres shall be supplied by M/s, Caterpillar Ine., 100 NE, ‘Adams Street, Peoria, 61629-0001, USA in US Dollar. The balance Consumable spares and consumables for 12 months of warranty period and thereafter spares and consumables for & period of 36 months will be supplied by M/s. GMMCO Limited, India in INR. Letter of Contra Se npeue (yet 5/08 Dated 16/09/2016 Page ls L 4 9Credit shall be established on Caterpillar S.A.R.L, Singapore for the net CIF Amount for Equipment and additional OTR Tyres after deducting Indian Agency Commission for Equipment quoted in USS. Payment in foreign currency shall be made as per Clause-7.3.1& 73.2, SCC of the contract while payment in INR shall be made as per clause 7.2.1 & 7.2.2 of SCC of the contract. The Indian Agency Commission payment will be made as per Clause No. 7.4, SCC of the contract. ‘The Installation and commissioning of the equipment and supply of Spares & Consumables in INR for warranty period and 36 months thereafter will be done by M/s. GMMCO Limited IN WITNESS whereof the Partias hereto have caused this Agreement to be executed the day and year first above written, € Rahs 1 SRK, Misra General’ Manager(MM)-HOD Coal India Ltd. Kolkata eegr orien, | Pasmartenst (rit, a.) GM HOD (MM) Witnesses Rect a Pedy See estan LE a casas ztoher hic / Coal Indi eerie heb Sr. Manager(MM) Coal India Ltd., Kolkata For the Supplier Que LL Sri. Anuj a Vice President GMMCO Ltd. tee EM 2. Sei, Arup Kumar Das General Manager ~ Caterpil Witnesses Vet net oe i. Sanjeet Kumar \y. General Manager GMMCO Ltd, Bi 2 Sales Manager Caterpillar Surface Mining, Contract No. CILIC2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 Pawe [6 hk ffGeneral Conditions Of Contract (GCC) Contract No. CLLIC2D/240T Dumper/R-11/14-15/08 Dated 16/09/2016 Mo ff Page |7 HY