VENDOR SERVICES AGREEMENT

1. Scope of work: The vendor hereby agrees to provide fabrication services which
is more specifically described in Annexure A.

Standard Rate: GPPL shall pay on satisfactory receipt of services such charges as
mentioned in Annexure B on receipt of valid invoice.

Non Conformity Discount (Penalty) Structure: The Vendor hereby agrees to

abide by non conformity discount structure as mentioned in Annexure C.

APM Terminals Pipavav

Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 1

Classification:Internal
Classification:
 2. TERMINATION

2.1 This Contract may be terminated by APMTP with or without cause upon
thirty (30) days written notice.
2.2 In case of any violation of supply terms of this Contract and failure of
defaulting Party to correct such default within ten (10) days of notice of
such default by other Party, the Contract shall stand terminated.
2.3 It is hereby agreed that the parties shall not be entitled to claim or recover
any amount by way of compensation for termination of this Contract.
2.4 On the date of expiration or termination of this Contract and/or Work Order,
each Party shall return all equipment, material, Confidential and/or
Proprietary Information in possession of such Party, to the other party who
owns it.
2.5 In the event of breach of clauses related to Confidentiality and Data
Protection, APMTP shall be entitled to terminate the agreement immediately.
The Vendor shall be responsible to return, transfer or destroy any shared
information in the presence of APMTP.

3. TERM OF AGREEMENT

(i) APMTP reserves its right to extend the Agreement subject to satisfactory
performance during the contract period and the Vendor seeking an
extension in writing on the same terms and conditions 60 days prior to
completion of term.
(ii) The Vendor agrees that on expiry of this Agreement, APMTP at its sole
discretion reserves the right to instruct the Vendor in writing to provide the
services at the rate prevailing on the last date of this Agreement up to a
maximum period of 4 (four) months beyond this Agreement period.
(iii) APMTP reserves the right to renew the Agreement at its sole discretion for a
further period of two years with same rates, terms and condition subject to
satisfactory performance of Services by the Vendor during the Term of this
Agreement and provided the Vendor seeks an extension by giving 30
(thirty) days written notice prior to the expiration of the Term of the
Agreement.

4. This Contract is subject to Vendor agreeing to:

(i) General Terms of Agreement

(ii) Third Party Code of Conduct.
(iii) Contractor Safety Guidelines.
(iv) Contractor Labour Compliance
(v) Consequence Management
(vi) Annexure-D Job specification Safety Guideline.

The General Terms of Agreement form an integral part of this Agreement and together
form the entire Agreement. All other agreements, letters, arrangements, whether written
or oral, between the Parties shall stand superseded by this Agreement. In the event of any
conflict between this Agreement and the General Terms of Agreement, the Agreement
shall prevail.

APM Terminals Pipavav

Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 2

Classification:Internal
Classification:
 APM Terminals Pipavav
Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 3

Classification:Internal
Classification:
 Annexure A

Scope of work of the Vendor

SPECIFICATIONS: All work shall be carried out as described in the scope of work and
contract specifications in conformity with the Specifications of local authorities. When
there are no specifications, I.S. codes and State Statutory specifications shall be
followed in that order. For patented products, the manufacturer's specifications and
instructions shall be followed. For any discrepancy in various specifications, GPPL’s
decision shall be final and binding. In case there are no specifications, GPPL’s
specifications and instructions shall be followed.

All the necessary tools tackle, consumables etc. shall be arranged by the contractor
only.

Materials and Workmanship: All materials & equipments to be incorporated in the

Work shall be new. The materials, equipments & workmanship shall be of the best
quality of the specified type, in conformity with the Contract Documents and best
Engineering practices and to the complete satisfaction of GPPL. This requirement shall
be strictly enforced at all times & stages of the work. The Contractor shall immediately
remove from the work any materials, equipments and / or workmanship which, in the
opinion of GPPL, are defective or unsuitable or not in conformity with the Contract
Documents and the contractor shall replace such rejected materials, equipments
and/or workmanship, all at his own cost. The Contractor shall submit necessary test
results as and when required.

The contractor shall take all necessary precautions towards safety of human beings,
material, machinery etc of GPPL and provide safety gear including Personal Protective
Equipment like helmets, boots, visibility jackets etc to his
supervisors/operators/labours, as per safety norms / rules of GPPL and considering the
nature of the work, all at his cost.

Power supply termination should be carried out by contractor as per guideline of

engineer in charge.

APM Terminals Pipavav

Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 4

Classification:Internal
Classification:
 Annexure - Standard
Rates

Payment within 45 days on submission of bill.

Taxes extra applicable as per Govt. rules.

APM Terminals Pipavav

Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 5

Classification:Internal
Classification:
 ANNEXURE C

Non Conformity Discout (Penalty) Structure

The following penalty clauses will be applicable if there are lacunae in contractor’s
performance.

S.No Nature of Non-Conformity Penalty

. (per instance)
1 If any of the jobs related to work INR 2,500/-
entrusted and remains incomplete or
not up to the satisfaction or any job
is denied resulting in loss to
company work, in such case penalty
of Rs. 2500/- per complaint or as
assessed by the company be
deducted from the bill. APMTP
decision in this regard will be final
and binding.
2 In case any misconduct or 10% on monthly bill
misbehavior of personnel observed
by any of APMTP officer, penalty up
to a maximum of 10% on monthly
bill value will be recoverable from
your bill.

In the event, continuous services are not provided or trained personnel are not deployed
continuously or in the event of strike by the vendor’s employees affecting The
performance of the services, then, it shall attract non-conformity discount (penalty) per
incidence as per the provisions of this Agreement.

APM Terminals Pipavav

Gujarat Pipavav Port
Ltd. Post Office Rampara
No. 2 Via Rajula,
District Amreli, Gujarat 365
560, India
CIN :
L63010GJ1992PLC018106 T
+91 2794-302400
F +91 2794-302413 Page 6

Classification:Internal
Classification:
 Annexure D

Job Specific Safety Guidelines

Risk assessment will be carried out prior to start of respective Job

APM Terminals Pipavav

Gujarat Pipavav Port Ltd.
Post Office Rampara No. 2
Via Rajula,
District Amreli, Gujarat 365 560,
India
CIN : L63010GJ1992PLC018106
T +91 2794-302400
F +91 2794-302413
www.apmtpipavav.com Page 7 of 7

Classification:Internal
Classification:
 General Terms of Agreement - Vendor Services Agreement

1. TERMS
2.2.4. where a word or phrase is defined, other
These terms form an integral part of the
parts of speech and grammatical forms of
Agreement and shall come into effect from the
that word or phrase shall have the
‘Effective Date’. Said terms govern the
corresponding meanings;
arrangement between the Vendor and APMTP and
2.2.5. references to Recitals, Clauses, Sub-clauses,
form a part of the Agreement. All the terms
and Appendices are references to recitals,
hereunder shall apply on the Vendor unless the
clauses and sub-clauses of, and appendices
contrary is specifically mentioned in the
to, this Agreement;
Agreement.
2.2.6. the captions and headings in this Agreement
are for the sake of convenience and
2. DEFINITIONS AND INTERPRETATION
reference only and do not in any way govern
2.1. In this Agreement, the following words and
or affect the interpretation of this
expressions shall have the following meanings
Agreement or become a part of the
unless the context otherwise requires:
substance thereof;
2.1.1. “Agreement” means the Vendor Services
2.2.7. references to any document are, unless the
Agreement and all its Schedules and
context otherwise requires, references to
Appendices including agreed amendments
that document as amended, supplemented,
and additions in writing to said agreement;
novated or replaced from time to time;
2.1.2. “Confidential Information” shall include
2.2.8. references to the singular number shall
any and all information, relating to a Party
include references to the plural number and
or developed by a Party and disclosed by a
vice versa; and
Party to the receiving Party which is
2.2.9. words denoting one gender include all
confidential, proprietary and/or not
genders.
generally available to the public, including,
but not limited to information relating in
3. APPOINTMENT:
whole or in part to the terms and conditions
3.1. APMTP hereby appoints the Vendor on a non-
of this Agreement, any and all information,
exclusive and principal to principal basis to
data, business operations information,
provide the Services inside the Port during the
services, copyright, techniques, any
Term and the Vendor accepts such appointment.
business/ customer information and trade
3.2. APMTP shall have no obligation to avail the
secrets, business forecasts, research, work
Services of the Vendor and shall at all times have
in progress, program formats, projects, sales
the option to appoint any other like Vendor to
and marketing plans future development,
provide the said Services.
personnel information and information
relating to any research, including but not
4. SCOPE
limited to, all aspects pertaining to and
4.1. The Vendor shall, subject to terms and conditions
relating to the business practices of the
of this Agreement, provide services inside Port as
Party in connection with this Agreement or
described in the SOW set out in Annexure A to this
otherwise, and includes proprietary
Agreement.
information.
4.2. The Vendor agrees to provide any additional
2.1.3. “Authorized Employees” means Vendor’s
services or increase the ambit of services to
employees who have a need to know or
APMTP whenever required by APMTP during the
otherwise access to confidential Information
Term this Agreement at the same rates and terms
to enable Vendor to perform its obligations
of the Agreement.
under this Agreement.
2.1.4. “Effective Date” means the date upon
5. PAYMENT FOR THE SERVICES
which said agreement shall be considered to
5.1. APMTP shall pay to the Vendor for the Services
take effect as per clause 2 of this
provided in a manner set out below:
Agreement.
5.1.1. In consideration of the Services provided by
2.1.5. “Scope of Work/SOW” means the
the Vendor to APMTP as described under
document, annexed hereto and marked as
this Agreement, the Vendor shall be paid
Annexure A, specifying the Services to be
charges at the standard rates which are
provided by the Vendor to APMTP in respect
particularly set out in Annexure B;
of any specific assignment that the Vendor
5.1.2. APMTP shall only be liable to pay the Vendor
may take up for APMTP pursuant to this
the transportation charges as set out in
Agreement. The terms of any SOW may be
Annexure B and no other. The Vendor
varied by mutual agreement signed by both
alone shall be liable to bear:
Parties and appended to the relevant SOW;
(a) Operational Costs;
(b) Lubrication prices; and
2.2. In this Agreement, unless the context otherwise
(c) Personal salaries, wages, provident
requires:
funds, insurance, bonus social
2.2.1. GPPL, APMTP and APM Terminals Pipavav, all
charges, profits, overheads due to
have the same meaning and have been
the personnel/staff employed by
used herein interchangeably.
the Vendor for performing the
2.2.2. words denoting the plural number include
Services;
the singular and vice versa;
(d) Cost of personal protection
2.2.3. words denoting persons include corporations,
equipment and safety gear; and
partnerships, associations of persons
(e) All taxes and duties required to be
(whether incorporated or not), individuals,
paid to various government
Hindu undivided families, or governmental
authorities as applicable under
or quasi-governmental bodies or authorities
various laws being in force.
and vice versa;

Page 1 of 19

Classification:
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 General Terms of Agreement - Vendor Services Agreement

(f) Costs incurred in disciplinary

those permitted individuals engaged
actions, enquiries and other
to provide the Services under this
investigations carried out by the
Agreement and no such payment due
vendor against its employees.
to its employees or other permitted
5.1.3. The Vendor shall raise its invoice on
individuals is outstanding. The
Assistant Manager, Finance, ‘Gujarat
Vendor agrees and shall ensure that
Pipavav Port Limited' in the first seven
no employee of the Vendor shall
days of every month for the services
claim such outstanding dues from
rendered in the preceding month. The
APMTP. APMTP shall in any event not
payment towards all undisputed invoices
be liable to pay the dues of the
(after deduction of taxes as may be
Vendor’s employees or permitted
applicable) will be made by APMTP within
individuals engaged to provide the
45 (Forty Five) working days from the date
Services.
on which APMTP Finance Department
5.1.11. The invoice for payment shall be
acknowledges the receipt of undisputed
accompanied by the following additional
invoice. Said date shall be considered as
information, wherever applicable:
the date of receipt of the invoice by APMTP
(a) PAN No.;
for the purposes of the Agreement.
(b) Sales Tax registration number (to be
5.1.4. The invoice raised by the Vendor shall be
printed on the invoice);
free of any discrepancies. In cases of any
(c) Service tax registration number (to
discrepancy, the same shall be rectified
be printed on the invoice);
immediately and a revised invoice shall be
(d) VAT registration number (to be
raised. Payment of the invoice will be made
printed on the invoice);
within 45 (Forty Five) days from the date on
(e) PF Deposit challan, where applicable;
which APMTP Finance Department
(f) ESI Deposit challan, where
acknowledge the receipt of the revised
applicable;
undisputed invoice.
(g) MLWF Deposit challan, where
5.1.5. All payments/transactions shall be made in
applicable; and
INR (Indian Rupee) via e-payment system
(h) Proof of payment of any other
only subject to Vendor fulfilling all
payments required to be made under
obligations as laid down in the Agreement.
any applicable laws for time being in
5.1.6. In the event any dispute arises in relation to
force.
the invoice, the same shall be resolved
5.1.12. The Vendor may be asked to submit proof
mutually by the Parties.
of deposit of taxes collected from APMTP to
5.1.7. The Vendor shall submit a payment
which the Vendor shall oblige and promptly
reconciliation ledger on a quarterly basis to
furnish the desired information.
APMTP Finance team. In case any
discrepancy is found in the transactions
6. DEDUCTIONS
between APMTP & Vendor, then said
Both Parties agree that in the event of failing to
discrepancy shall be mutually resolved
provide satisfactory Services as listed in
between the Parties within 90 days from the
Annexure A, the Vendor shall deduct certain
date the discrepancy was discovered.
amount from the payments due to it by APMTP as
5.1.8. The Vendor shall issue a “No Dues
the non-conformity discount more particularly set
Certificate” for every quarter on or before
out at Annexure C to the Agreement. However,
the 10th day from the date of
such non-conformity discount may not be
commencement of the subsequent quarter.
deducted from the payments due to the Vendor, if
5.1.9. The Vendor shall vary the Services as
such events take place due to unforeseen
required by APMTP but shall not be entitled
circumstances or for reasons beyond human
to claim payment for any variation unless
control or deviations that are acceptable by APMTP
such additional payment is authorized in
at its sole discretion.
writing by APMTP. The price of any variation
authorized in writing by APMTP shall be
7. TAXES
added or deducted from the contract sum.
7.1. The charges set out at Annexure B are exclusive
Such a variation shall be valued in
of all applicable taxes and duties, if any. All
accordance with the rates in the agreement,
payments due to the Vendor are subject to
if applicable; otherwise a reasonable
deduction of taxes as may be applicable. APMTP
valuation shall be made by APMTP.
will deduct any withholding tax such as tax
5.1.10. Before becoming entitled to the final
deductible at source (TDS) at applicable rates in
payment towards the invoice raised, the
force at the time of the monthly payment.
Vendor shall execute a note stating the
7.2. The standard rates set out at Annexure B are
following:
also exclusive of service tax. The Vendor shall
(a) Upon receipt of the full payment
furnish necessary documentation related to the
from APMTP to the Vendor towards
tax paid to avail Cenvat credit as applicable, in
the particular invoice raised, the
absence of which Vendor will not be able to claim
Vendor releases APMTP from all and
for the service tax paid.
any further claims, if any, related to
7.3. Vendor shall print/stamp the service tax
the payment of the Services
registration number of the Vendor on its monthly
rendered by the Vendor under the
invoices and submit to APMTP other relevant
said invoice; and
documents whenever required.
(b) The Vendor has paid all the wages
7.4. Vendor alone shall be responsible and withhold
and sums due to its employees
from its employee’s salary, or pay, as the case
and all
may be, and as required by law, all contributions
and

Page 2 of 19

Classification:
Classification:Internal
 General Terms of Agreement - Vendor Services Agreement

applicable taxes and any benefits including the

modified from time to time are applicable to the
provident fund.
Agreement. The Vendor agrees and undertakes to
comply with these and obtain requisite license(s)
8. STATUTORY OBLIGATIONS
from the labor authorities under the Act and also
8.1. The Vendor shall at its own expense comply with
take steps for getting the agreement registered
all statutes, acts, laws, regulations, ordinances or
under the Act. It shall also indemnify APMTP from
by- laws of any authority which has jurisdiction
and against any claims under the aforesaid Act
affecting the Services of the Vendor or it’s
and the rules and other applicable rules and
employees, personnel, workmen, consultants and
regulations hereunder.
agents. This includes without limitation,
9.2. The Vendor shall pay the personnel deployed by it
compliance of Labor laws, Environmental laws,
wages as per the provisions of the aforesaid Act
Trade Union related laws and all freedoms
and the rules, wherever applicable. The Vendor is
provided under the Constitution of India. All
required to pay bonus or ex gratia once a year or
relevant costs with respect to compliance of these
festival bonus to its employees. The Vendor shall
laws and regulations shall be borne by the Vendor
be solely responsible to make such payments to
alone.
its employees and it shall be solely to the Vendor’s
8.2. The Vendor shall pay the personnel and/or
account. APMTP shall not be liable for any such
workmen engaged by him no less than the
payments.
minimum wages prescribed under the Minimum
9.3. In every case in which, by virtue of the provisions
Wages Act, 1948 or any other legislation and
of the aforesaid Act or the rules, APMTP is obliged
extend to its personnel all benefits such as ESIC,
to pay any amount of wages to a workman
provident fund, gratuity, leave and wages, annual
employed by the Vendor in execution of the work
bonus, national public holidays, house rent
or to incur any expenditure in providing welfare
allowance and other benefits which may be
and health amenities required to be provided
prescribed by the prevailing law.
under the aforesaid Act and the rules or to incur
8.3. The Vendor shall obtain all necessary registrations
any expenditure on account of contingent liability
and permits under ESI Act, EPF Act, Contract Labor
of APMTP due to the Vendor’s failure to fulfill his
(Regulation and Abolition Act) and any other laws,
statutory obligations under the aforesaid Act or
statutes, acts, regulations as may be applicable
the rules, APMTP shall be at liberty to withhold or
from time to time.
adjust from the payments due to the Vendor the
8.4. The Vendor shall have a separate PF/ESI code
amount of wages as required to be paid or the
numbers and license issued by the Labor
amount of expenditure so incurred, and without
Commissioner in absence of which the Vendor
prejudice to the rights of APMTP under Section
shall not be entitled to recover any dues under
20(2) and Section 21(4) of the aforesaid Act,
this Agreement from APMTP.
APMTP shall be at liberty to recover such amount
8.5. All personnel employed by Vendor shall be
or part thereof by deducting, adjusting, recovering
deemed to be Vendor’s employees / workmen in
it from bank guarantee, if applicable under the
all respects implied or expressed. The
terms of this Agreement or any other
responsibility whatsoever, incidental or direct,
Agreement/Order and/or from any sum due by
arising out of or for compliance with or
APMTP to the Vendor whether under this particular
enforcement of the provisions of various labor
Agreement or otherwise. APMTP shall not be
laws applicable in India shall be that of the Vendor
bound to contest any claim made against it under
alone. The Vendor shall specifically ensure
Section 20(1) and Section 21(4) of the aforesaid
compliance with the following labor laws / Acts and
Act except on the written request of the Vendor
their enactments / amendments in addition to any
and upon it giving to APMTP security for all costs
other laws, regulations and rules as may be
for which APMTP may become liable to incur for
applicable from time to time.
contesting such claim. The Vendor agrees to
8.5.1. The Payment of Wages Act, 1936
accept the decision of APMTP regarding the
8.5.2. The Factory Act, 1948
amount actually recoverable from the Vendor as
8.5.3. The Workmen’s Compensation Act, 1923
stated and agrees that the decision shall be final
8.5.4. The Employees’ Provident Fund Act, 1952
and binding on it. The Vendor shall provide any
8.5.5. The Contract Labor (Regulation
payment and / or security to APMTP without any
& Abolition) Act, 1970 and Rules 1971
demur or dispute.
8.5.6. The Payment of Bonus Act, 1965
9.4. The Vendor shall not employ any person below the
8.5.7. The Payment of Gratuity Act, 1976
age of 18 years. The Vendor shall indemnify
8.5.8. The Equal Remuneration Act, 1976
APMTP from and against all claims and penalties
8.5.9. The Employees State Insurance Act, 1948
which may be suffered by APMTP or any person
8.5.10. The Industrial Disputes Act, 1947
employed by it by reason of any default on the
8.5.11. The Employment of Children Act, 1938
part of the Vendor to observe and / or in the
8.5.12. The Motor Vehicles Act, 1988
performance of the provisions of Employment of
8.5.13. The Dock Workers (Regulation of
Children Act XXVI of 1938 or any reenactment or
Employment) Act, 1948 with Rules
modification of the same.
8.5.14. The Fatal Accidents Act, 1855
9.5. The Vendor shall be responsible for compliance
8.5.15. The Dangerous Machine including
with the provisions of the Payment of Wages Act,
Regulation Act, 1983 with Rules
1936 or any statutory modifications thereof and
8.5.16. The Minimum Wages Act, 1948 with Rules
any Rules made there under in respect of the staff
employed by him and shall keep APMTP
9. COMPLIANCE WITH PROVISIONS OF
indemnified against all loss, damage or claim
CONTRACT LABOUR (REGULATION AND
arising directly or indirectly through any failure or
ABOLITION) ACT, 1970
omission to comply with the requirements of the
9.1. The Contract Labor (Regulations & Abolition) Act,
said Act and Rules.
1970; Rules, 1971, and the Central Rules as
9.6. The Vendor shall pay not less than the fair wage to
the employees engaged on the work, the fair wage

Page 3 of 19

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 General Terms of Agreement - Vendor Services Agreement

being the wage including the allowances notified

limited to statutory requirements or other
at the time of signing of the Agreement or as
enactments that may be applicable from time to
notified from time to time by the competent
time.
authority for the work, and, where not notified, the
11.3. The Vendor shall comply with all the laws,
wages paid for similar work in the neighborhood.
regulations and rules for the benefit of workers/
The labor wages and allowances shall not be less
laborers/employees that are in force or may come
than those prescribed by under any laws,
into force from time to time and the Vendor shall
regulations and guidelines. The Vendor shall keep
indemnify and keep APMTP indemnified against all
a proper record of it making such a payment, and
loss, damage, claims and costs arising in any
submit a certificate every month to APMTP for the
manner whatsoever out of or through or as a
same.
result of any failure or omission on the part of the
9.7. If APMTP shall at any time consider the mode
Vendor to comply with any such laws, regulations
adopted by the Vendor of paying its employees /
and/or rules.
workmen objectionable, it shall have the power of
requiring a change of system. Such change shall
12. ENGAGEMENT OF STAFF FOR PERFORMANCE
be implemented by the Vendor within one week
OF SERVICES
from the date of a notice in writing to the effect,
12.1. All individuals engaged in performing the Services
and in case of non-compliance with such notice, all
on behalf of the Vendor shall be employed solely
payments to the Vendor may be withheld during
by the Vendor. The Vendor shall not engage any
such non-compliance. However, the Vendor shall
individual to perform the Services unless such
continue to make all payments to its employees /
individual is employed by it. In the event, the
workers and to any statutory authorities as
Vendor wishes to engage an individual who is not
prescribed by the prevailing law.
its employee to perform the Services, it shall
9.8. A notice showing the rate of wages to be paid to
obtain APMTP’s prior written approval before doing
the employees/workers shall be published by the
so and shall be liable towards all payments to such
Vendor and exhibited prominently near the place
individuals. Such individuals shall be referred to as
of work and should be made easily accessible to
‘pre-approved non-employees’ deployed by the
all the employees / workers.
Vendor. In any event, the Vendor alone shall solely
9.9. The Vendor shall ensure that its deployed
be responsible and liable for acts and omissions of
personnel are covered under the Employees
the ‘pre-approved non-employees’ so engaged
Provident Fund Act from day one and Vendor is
notwithstanding APMTP’s approval for such an
complying with all the provisions of the Act.
engagement.
9.10. The Vendor shall ensure that its deployed
12.2. The Vendor alone shall be liable towards all
personnel are being paid their salaries/wages
payments of its employees as well as all pre-
timely through bank transfer.
approved non-employees deployed towards
providing the Services. Under no circumstances
10. WORKMEN’S COMPENSATION ACT, 1923
shall APMTP be liable for making any such
10.1. The Vendor shall submit a copy of its Workmen’s
payments.
Compensation policy to APMTP within 15 (fifteen)
12.3. The Vendor shall deploy at its own cost and
days from the ‘Effective Date’ at the Port.
expenses sufficient, competent and trained
10.2. The Vendor shall at all times indemnify APMTP
personnel for providing the Services, as may be
against, all claims which may be made under the
reasonably required in the opinion of APMTP for
Workmen’s Compensation Act, 1923 or any
the fulfillment of the Vendor’s obligations under
statutory modifications thereof or otherwise for or
this Agreement.
in respect of any damages or compensation
12.4. The Vendor has agreed to engage through labor
payable in consequence of any accident, injury
contract a sufficient number of employees
sustained by any laborer/worker or person in its
required for the purpose of rendering the Services
employment and engaged in the performance of
to the full satisfaction and requirements of APMTP.
the Services under this Agreement and shall take
The Vendor will obtain the requisite license from
responsibility for all risks of accidents or damages
the licensing authority under Contract Labor (R&A)
which may cause failure of the performance of the
Act, 1970 according to the number of workers
Services under this Agreement arising out of such
engaged by it and maintain the criteria to hold the
accident such employee or worker and shall be
license and renew the license from time to time
responsible for the sufficiency of all means used
from the appropriate authority and produce the
by him for the fulfillment of Agreement. If any
same when called upon to do so.
such accident occurs which may involve any such
12.5. The Vendor agrees to properly maintain a muster
liability under the said Act, APMTP shall be at
roll of the employees employed for performing the
liberty to withhold or adjust or recover such
Services at the Port.
amount from the payments of the Vendor and also
12.6. Before appointing any employees or engaging any
deposit the same with the Commissioner under
pre-approved non-employees for providing the
Workmen’s Compensation Act.
Services, the Vendor shall ensure that all such
individuals being deployed shall:
11. HOURS OF EMPLOYMENT REGULATIONS
12.6.1. be over 18 years of age and medically
11.1. The Vendor shall be responsible for compliance
fit to carry out the duties allocated to
with the provisions of the Hours of Employment
them to perform the Services under
Regulations in respect of the personnel deployed
this Agreement;
by it in the manner decided upon by the
12.6.2. have no negative police record;
appropriate authority.
12.6.3. not be under the influence of any
11.2. Vendor’s employees (by whatever name called)
alcohol or prohibited drugs, at any time
hired / engaged in the services under the terms of
during its working hours in APMTP;
the Agreement are to be deemed as employees of
the Vendor for all the purposes including but not

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12.6.4. not consume, use, possess, conceal,

for all acts of commission or omission of its
transport, promote, or sell alcohol or
employees employed and other individuals
prohibited substances;
deployed by it to perform the Services under this
12.6.5. have no chronic or contagious
Agreement.
diseases. A medical examination shall
12.17. It is specifically agreed that there is no
be conducted at the Vendor’s cost by
relationship of master and servant between APMTP
APMTP’s pre-approved agencies only;
and the Vendor or between APMTP and the
12.6.6. be physically and mentally fit and
employees employed by the Vendor or other pre-
provide proof of medical fitness;
approved individuals deployed by the Vendor to
12.6.7. have proper skill, training and expertise
provide the Services. Neither the employees
to provide the Services under this
employed by the Vendor nor any pre-approved
Agreement;
individual non- employees deployed by the Vendor
12.6.8. be provided with protective equipment
shall have a right or claim of any nature
(safety Helmet, Safety Shoes, Safety
whatsoever against APMTP.
Jacket, working gloves) at the Vendor’s
12.18. Neither the employees employed by the Vendor
cost;
nor other pre-approved individuals deployed by
12.6.9. have completed the basic safety
the Vendor will be permitted to stay inside the Port
training course in co-ordination with
after their duty hours. However, all such
HSSE and training department of
employees of the Vendor’s and other individuals
APMTP;
deployed by it shall always be subject to APMTP’s
12.7. The Vendor shall at its own select, recruit and
rules and regulations regarding entry and exit at
employ its workforce and APMTP shall in no
the Port.
manner be associated with the same.
12.19. All the employees and other pre-approved
12.8. Disciplinary Action / enquiries:
individuals deployed by the Vendor shall be
The cost of all enquiries or other
provided with entry permits and will be subject to
investigations conducted against any
security check by the authorized security
employee by the Vendor, or any disciplinary
personnel of APMTP. The employees of the Vendor
action taken by the Vendor against its
working inside the Port shall also observe all
employees, whether instructed by GPPL or
restrictions placed on them and shall not indulge
otherwise, shall be borne solely by the
in any activities which otherwise affect or likely to
Vendor only.
affect the operations of APMTP.
12.9. The Vendor shall maintain and furnish to APMTP on
12.20. All the employees of the Vendor and pre-approved
demand, all employment documents (like
individuals deployed by it must comply with rules
appointment letter, bio-data, I-card, and other
applicable to APMTP’s site, as applicable from time
documents as may be required by APMTP) related
to time, including but not limited to entry and exit.
to its employees employed to perform the services
The Vendor shall issue identity cards to each of its
inside the Port.
employees deployed to provide the Services and
12.10. The Vendor shall ensure that at all times adequate
such identity card shall bear a photograph duly
number of employees are available to perform the
approved by APMTP for gate entry. Similarly, all
Services under this Agreement. The Vendor shall
and pre-approved individuals deployed by the
not be entitled to additional remuneration for an
Vendor shall also be issued identity cards which
increase in manpower required at any time.
state that they are on contract with the Vendor.
12.11. All employees deployed by the Vendor shall carry
All such individuals shall wear the identity card at
the requisite pass issued by APMTP at all times as
all the times while they are inside the Port or
required by Port authorities while at the Port.
otherwise in relation to providing the Services to
12.12. The Vendor shall ensure that its employees or
APMTP.
other pre-approved individuals deployed by it do
12.21. The Vendor’ shall ensure that its employees shall
not remain inside the Port after completion of their
dress neatly, maintain personal hygiene and shall
duty hours each day under this Agreement.
wear the uniform along with the safety gear
12.13. The Vendor shall immediately replace any of its
provided at the time of their duty in relation to the
employees or deployed individuals if APMTP
Services.
considers such employee’s presence at the Port or
12.22. The Vendor shall remove and replace any
otherwise is undesirable without assigning any
individual forthwith on whom APMTP has lost
reasons.
confidence and/or considers not suitable for any
12.14. The Vendor shall ensure that all personnel
reason whatsoever and APMTP need not give any
deployed by the Vendor carry all valid licenses
reasons for the same, if APMTP considers that it is
such as vehicle driver’s license issued by the
in the interest of APMTP to remove such of the
appropriate RTO for tractor trailers, along with a
employee(s) of the Vendor/ individual deployed by
copy of registration documents for the respective
it. Vendor shall in such an event forthwith replace
tractor trailer. (applicable as per nature of
such individual at its own cost and ensure a
contract)
seamless transition/hand-over.
12.15. The employees or pre-approved individuals
12.23. The Vendor shall be responsible for compliance of
deployed by the Vendor to provide the Services
various labour, industrial and all other applicable
shall not develop any kind of relationship
laws, statutory obligations such as payment of
whatsoever with employees of APMTP and such
salaries, statutory minimum wages and other legal
personnel engaged by APMTP shall not attempt or
dues such as Employee Provident Fund, Bonus,
involve themselves in any activities which are
Gratuity, Employee State Insurance and other
likely to affect the interest of APMTP in any
statutory obligations as may be required by
manner whatsoever and shall maintain a very high
prevailing laws time to time, to the
order of trust and confidence.
workers/employees who are employed by the
12.16. The employees employed by the Vendor shall at
Vendor at the Designated Area. APMTP shall not
all times be the employees of the Vendor and not
be responsible or liable for any payments to be
of APMTP and the Vendor alone shall be
made to the workers/employees of the
responsible
Vendor. The

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records evidencing the aforesaid payments –

of the GUJARAT PIPAVAV PORT LIMITED. and the
challans along with a statement as proof of
Vendor, covering Third Party Liability (TPL) against
deposit of Provident Fund and Employee State
any damage or loss or injury caused due to
Insurance contribution will be submitted by the
Vendors execution of services as provided herein
Vendor to APMTP every month for verification.
or tractor trailers (as per nature of contract) or
12.24. The Vendor shall provide information as may be
Vendor’s personnel to any person or property or
required by APMTP in respect of all its employees
employee of APMTP or any other third party. The
to enable APMTP to monitor compliance of
value of TPL policy shall be Minimum of Rupees
Provident Fund, Employee State Insurance.
Ten Lakhs per incidence per vehicle value or as
12.25. The Vendor shall ensure that its employees
may be directed by APMTP from time to time.
observe and maintain the standards of safety,
13.6. Such insurance shall be affected with an Indian
cleanliness, decorum, good behavior and discipline
Insurance Company, which shall be approved in
as per APMTP’s policy and it shall be in APMTP’s
writing by APMTP. The Vendor shall submit the
discretion to decide as to whether or not the
copy of insurance policy and the receipt for the
Vendor and /or its employees and/ or other
payment of the current premiums to APMTP. It
deployed individuals have observed the same.
shall be in the interest of the Vendor to obtain an
12.26. The Vendor shall maintain all the records as
open insurance policy specified in carrier’s
required under various acts for the time being, in
Insurance Policy. Since this is a policy which
force. The Vendor shall obtain the necessary
protects the Vendor, it is advisable for him to
permissions/licenses/permits/registrations from
obtain such for a value that is not a mandatory
the concerned government agencies and make the
requirement of APMTP for fulfillment of this
necessary deposits wherever necessary as may be
Agreement. The Insurance shall not absolve the
required from time to time at its own costs.
Vendor from any other liabilities and any other
recourse that APMTP may have.
13. INSURANCE
13.1. Without limitation of its obligations and
14. SUB- CONTRACT
responsibilities under the Agreement and at law,
14.1. The Vendor shall not sub-contract any of its rights
the Vendor shall maintain for the duration of the
or obligations under this Agreement without
Agreement all applicable statutory insurances,
APMTP’s prior written consent. In case the Vendor
including the following insurances with insurers
contravenes this condition, APMTP shall be entitled
and on a basis satisfactory to the APMTP, and
to terminate this Agreement and invoke the bank
shall, for all insurances other than Employers
guarantee, if applicable under terms of this
Liability/Workmen's Compensation, include the
Agreement or any other Agreement/Order and
APMTP as additional insureds. All insurances,
execute the Services under this Agreement
including Employers Liability/ Workmen's
through any other third party at the sole discretion
Compensation, shall be endorsed to provide that
of APMTP on such terms and conditions considered
the underwriters waive their rights of recourse,
suitable by APMTP at the cost and risk of the
including subrogation rights against the APMTP.
Vendor.
13.2. Employer's Liability Insurance/Workmen's
14.2. If APMTP gives its written consent to the Vendor
Compensation with a minimum indemnity as
for such sub-contract, the same shall be subject to
required by statute covering personal injury to or
the Vendor fulfilling the following:
death of the employees of the Vendor engaged in
14.2.1. The Vendor guarantees and shall
the performance of the Agreement and such
remain liable for the performance of all
additional insurance as deemed necessary by the
such sub-contracted obligations of this
Vendor to cover all of its liabilities. APMTP shall
Agreement to the sub-contractor;
have the right but not the obligation to review the
14.2.2. The Vendor indemnifies APMTP for all
level of Vendor insurance deemed appropriate to
damages and costs of any kind incurred
cover its liabilities and may deem a higher
by APMTP or any third party and
minimum level necessary for the Agreement. The
caused by the acts and omissions of its
Vendor shall be obliged to procure any additional
sub- contractors; and
insurance, as instructed by APMTP, to cover the
14.2.3. The Vendor shall be liable and
revised minimum requirements.
responsible to make all the payments
13.3. Third party and passenger liability insurance and
to its sub-contractors without any claim
as may be required by statute or similar
being made to APMTP.
regulations in India for motor vehicles
provided/deployed by the Vendor in connection
15. ASSIGNMENT
with the performance of the Agreement and shall
15.1. The Vendor shall not assign any of its rights or
ensure that Sub-Contractors maintain such
delegate any of its obligations under this
insurance for motor vehicles provided/deployed by
Agreement without APMTP’s prior written consent.
them.
Any attempted assignment or delegation without
13.4. The Vendor shall furnish to APMTP at the operating
APMTP’s prior written consent shall entitle APMTP
address all Certificates of insurance for those
to terminate this Agreement. For the purpose of
insurances required by this Clause and when
this Clause, any amalgamation or merger of the
requested for insurance giving evidence of type
Vendor or merger of the Vendor with any
and scope of each insurance and a statement from
corporation or other legal entity shall be deemed
the insurers that no insurance shall be cancelled
to be an assignment. Breach of this Clause shall
or materially changed during the Term of this
entitle APMTP to immediately terminate this
Agreement without 30 (thirty) days prior written
Agreement.
notice by the insurers to APMTP at the same
15.2. APMTP may at its sole discretion have a right to
address.
assign its rights or delegate its obligations under
13.5. Before commencing the execution of work at
this Agreement without a prior notice or consent of
APMTP, the Vendor shall insure in the joint names
the Vendor.

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16. UNSATISFACTORY PERFORMANCE

progress of the work is affected due to shortage /
16.1. Breach or violation of any of the conditions under
inadequate provision of equipment / trailers / staff
this Agreement and/or non-compliance with the
or any other failure on part of Vendor to do any
APMTP policies listed under this Agreement
work either in full or part as stipulated under the
including without limitation safety, security, traffic,
Agreement or deliberate slowdown of operations
and/or any other failure by the Vendor or its
by drivers, APMTP shall be at liberty to carry on
agents or employees to fulfill its obligations under
work under this Agreement through any other
this Agreement to the fullest satisfaction of APMTP
agency or by engaging trailers directly for the
the same shall be deemed to be counted as
work and all expenses incurred on this account
unsatisfactory performance of the Services by the
shall be at the sole risk and responsibility of the
Vendor.
Vendor and shall be recovered from any money
16.2. In the event of unsatisfactory performance of
due to it or from its bank guarantee in case such
Services, the APMTP shall deduct certain amount
Bank Guarantee is referred to in this Agreement.
from the payment due to the Vendor as the non-
16.5. The Competent Authority of APMTP (CEO/COO of
conformity discount which may extend upto
APMTP) solely at its own discretion shall be
Rs.50,000/- occasion of unsatisfactory
empowered to consider waiver of the above
performance of the services. The structure of such
mentioned non-conformity discount either wholly
non-conformity discount is more particularly set
or in part.
out at Annexure C.
16.3. The decision of APMTP shall be final and binding in
17. RESPONSIBILITY OF VENDOR FOR LOSS OR
deciding whether a particular default on part of
DAMAGE
the Vendor will be counted as the unsatisfactory
17.1. The Vendor shall be liable to compensate APMTP in
performance of the Services. The non-conformity
full for all damages, losses and claims in respect of
discount shall be recovered from any payments
injuries or damage to any person or material or
due and payable to the Vendor by APMTP.
physical damage to property or any damage to
Furthermore, in case of repeated unsatisfactory
container or cargo whether in the Vendor’s
performances of the Services by the Vendor,
possession or not, through negligence,
APMTP shall have the right to terminate this
misconduct, default or any other act of
Agreement by giving a prior notice in writing to
commission or omission of the Vendor or its
that effect. If the Vendor does not within 30 days
agents or employees.
of receipt of such notice cure its default, APMTP
17.2. All costs, damages or expenses incurred by APMTP
shall be entitled to terminate this Agreement in
in this connection shall be recovered by APMTP
whole or part hereof. In the event of such
from the Vendor. APMTP also reserves the right to
termination of the Agreement, APMTP shall be
retain any payments or part thereof due to the
entitled to -
Vendor under the Agreement against such claims.
1.1.1 Forfeit the bank guarantee as it may
17.3. The Vendor agrees that the services offered under
consider fit, , in case the option of Bank
the Agreement is a crucial function for business of
Guarantee is applicable under this work
APMTP and that, any shortfall / deficiency in the
agreement.
Services rendered by the Vendor can cause
16.3.1. Get the balance work done by making an
serious losses / damages to APMTP. APMTP
alternative arrangement as deemed
therefore reserves all rights to claim liquidated
necessary and, recover from the Vendor
damages from the Vendor in case there is any loss
any extra expenditure incurred by APMTP
caused to APMTP, without ascribing any
in getting the work done and damages
justification to the amount claimed from the
which APMTP may sustain as a
Vendor by APMTP. In case such damages as
consequence of such action.
claimed are not made good within the stipulated
16.3.2. To certify the sum payable to the Vendor,
time, then APMTP has the right to invoke the bank
if the work in question has been carried
guarantee provided by the Vendor in case
out by it under terms of the Agreement.
applicable under this Agreement; or to recover any
Such certification shall be final and
amount so claimed from any payments under this
binding on the Vendor.
or any other agreement/order that may be due to
16.3.3. If the excess expenditure incurred by
the vendor.
APMTP is more than the bank guarantee
17.4. The Vendor’s employees and representatives shall
in case applicable which is proposed to
be granted permits to visit the Port for the purpose
be forfeited, the total expenditure in case
of work, on receipt of a formal written request. The
no Bank Guarantee or expenditure over
Vendor shall be fully responsible for any injury
and in excess of such bank guarantee
(whether fatal or otherwise) to any of its
may be recovered by deducting the said
representatives or for any loss or damage to
amount from any pending bills of the
property or for any other loss, damage, costs and
Vendor or from moneys then due and
expenses whatsoever caused which would not
payable to the Vendor by APMTP under
have arisen had such permission not been
this or any other of its Agreement with
granted.
APMTP anywhere in India or otherwise.
17.5. APMTP shall not be liable for any amounts
The Vendor agrees that it shall have no
remaining payable against hypothecation of the
claim whatsoever including but not
tractor trailer (applicable as per nature of
limited to compensation for loss of profit
contract) of the Vendor deployed for work at
against APMTP in consequence of the
APMTP premises. Repayment of Loans taken by
termination of Agreement as stated
Vendor for purchase or for any other purpose,
above.
secured by the tractor trailer, is completely a
16.4. If the Vendor’s employees declare a strike which
responsibility of the Vendor and not of APMTP.
would include what is understood as a stay in
strike or if there is suspension of work due to non-
18. SAFETY AND BUSINESS PRINCIPLES
availability of personnel or any other cause or if
18.1. The Vendor shall at all times exercise all necessary
the
precautions for the safety of all persons at the Port

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and the public, appropriate to the nature of the

5000/- per
work and the conditions under which this
Agreement is to be carried out. All safety person per
precautions, approvals, licenses, as may be shift
required under any applicable laws and 10 Running of vehicle 1000/-
regulations shall be obtained by the Vendor before above fixed limit
commencement of work and the Vendor shall 11 Carrying of personnel 5000/-
continue to keep them valid during the Term or in open space
any extension thereof. The Vendor shall comply vehicles
with all statutory requirements and any directions 12 Chewing and spitting 500/-
provided by APMTP’s HSSE department as set out of Tobacco, Gutka,
under clause 43 of this GTA. The cost of the Mava or any such
provision of all safety precautions, equipment and substances in the
clothing shall be borne by the Vendor alone. port area
18.2. The Vendor shall ensure that its
employees/personnel/workers/staff always wear 20. CONFIDENTIALITY
Personal Protective Equipment (PPE) as per 20.1. Each Party agrees to respect the other Party’s
APMTP’s policy at all times. proprietary rights in respect of the Confidential
18.3. The Vendor shall ensure that it along with its Information provided by such other Party, to use
employees complies with the business principles such Confidential Information exclusively for the
of APMTP which are set out in clause 43 of this purposes of or as contemplated by this
GTA. Agreement, and not to disclose said confidential
information directly or indirectly at any time
19. CONTROL OF VENDORS STANDARDS’ whether during or after the termination of this
COMPLIANCE (Fatal 5) Agreement to any third party save and except to
19.1. The Vendor shall conduct proper Risk Assessment its employees who have entered into a written
for the work and shall submit to APM Terminals confidentiality and non- disclosure agreement. The
Pipavav, a mitigation plan for the risks identified Vendor undertakes that all its workers/employees,
before commencement. agents and officers shall enter into a written
19.2. The Vendor shall ensure before starting execution confidentiality and non- disclosure agreement in
of the work that appropriate Permit to Work (PTW) respect of this Agreement and such written
is obtained, wherever necessary. The Vendor’s agreement shall comply with all the confidentiality
supervisor at site shall always be in possession of obligations of the Vendor under this Agreement.
the PTW. The Vendor shall also ensure that the 20.2. The Vendor shall ensure that neither the Vendor
PTWs are promptly closed before expiry of the nor any of its workers / employees, agents and
same. The Vendor needs to submit the ‘closed officers shall disclose to any third party at any
PTWs’ along with their invoice for claiming time either verbally or in written form that the
payments. Vendor is undertaking the said Services to APMTP;
19.3. The Vendor shall be subject to Consequence 20.3. All Confidential Information, including copies
Management policy of APM Terminals Pipavav. thereof disclosed by APMTP to the Vendor
Details of the policy shall be made available upon pursuant to this Agreement shall on the expiry /
request by the Vendor. termination of this Agreement and, at any time,
19.4. Non Conformity Clause: In the event of upon request of APMTP be returned to APMTP;
unsatisfactory service or any failure at any time on 20.4. Confidential Information shall not include any
the part of the Vendor, non-conformity charges information which:
shall be levied as detailed below. Penalty amount 20.4.1. is known to the receiving Party prior to
may change from works to works; however, the receipt hereunder from a source other
minimum penalty amount shall be as follows: than one having an obligation of
confidentiality to the disclosing Party;
S.No. Nature of Non- Penalty 20.4.2. becomes lawfully known (independently
Conformity (INR) of disclosure by the disclosing Party) to
(per the receiving Party from a source other
instance) than one having an obligation of
1 Not following 5000/- confidentiality to the disclosing Party;
Standard Operating 20.4.3. becomes publicly known or otherwise
Procedure, Violation ceases to be secret or confidential,
of safety rule. except through a breach of this
2 Supervisory lapses 1000/- Agreement; or
3 Sleeping on duty 1000/- 20.4.4. is independently developed by the
4 Working without PPE 1000/- receiving Party without use of the
5 Non reporting of 1000/- Confidential Information of disclosing
incident/accident Party.
6 Not following APMTP 1000/- 20.4.5. The receiving Party agrees that it will not
Safety Policy use the Confidential Information of the
7 Working without PTW 2000/- disclosing Party in any way, for its own
account or the account of any third Party,
8 Non-closure of PTW 1000/-
except for the purpose of performing this
9 Person working more 3000 per
Agreement after obtaining a written
than 12 hours person per
consent from the disclosing Party, nor will
shift
the receiving Party disclose the
if the same is
Confidential Information of the disclosing
repetitive
Party to any third Party except when
required by law.

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Provided, that In the event that either Party is

to which it is a party; or (c) conflict with
required by law to make any disclosure of any
any other contract signed by the Vendor
Confidential Information, by subpoena, judicial or
with any third party; and
administrative order or otherwise, such Party must
22.1.4. It is free to undertake the Services inside
first give written notice of such requirement to the
the Port and under this Agreement in
other Party, and must permit such Party to
general;
intervene in any relevant proceedings to protect
22.1.5. It has a valid certificate of registration
its interests in the Confidential Information, and
necessary to conduct its business in India
provide full cooperation and assistance in seeking
issued pursuant to the applicable laws
to obtain such protection. The receiving Party will
and it undertakes to renew the same
take reasonable precautions to protect the
from time to time and keep the same
confidentiality of such Confidential Information.
valid and subsisting during the entire
20.5. These aforesaid confidentiality obligations shall
Term of this Agreement;
survive the termination of this Agreement.
22.1.6. It has all other necessary licenses,
consents, permits and authorities
21. REPRESENTATIONS AND WARRANTIES OF
necessary to carry on its business in the
APMTP
places and in the manner in which it is
21.1. APMTP hereby represents and warrants to the
now carried on, all of which are valid and
following:
subsisting and will be kept subsisting
21.1.1. It is a limited liability company duly
during the Term of this Agreement;
incorporated and validly existing under
22.1.7. It shall ensure that the tractor trailers
the laws of India and has the power to
used for providing the Services under this
carry on its business and more
Agreement has all documents, permits,
particularly the Function as it is now
consents including but not limited NOC
being conducted;
from Pollution Control Board, Vehicle
21.1.2. It has the power to enter into this
Insurance and such other necessary
Agreement and to exercise its rights
documents for fulfilling the obligations
and perform its obligations hereunder
under the Agreement. It shall keep all
and that all necessary corporate and
such documents, permits, consents valid
other actions required to authorize the
and subsisting during the Term of this
execution of this Agreement and
Agreement. (this clause shall be
performance of its obligations
enforceable if applicable to the
hereunder have been duly undertaken;
Agreement)
21.1.3. The execution, delivery or performance
22.1.8. it is and shall at all times during the Term
of this Agreement or compliance with
of this Agreement comply with the
its provisions will not (a) contravene
provisions of the Road Act and all other
any existing law, statute, rule or
applicable rules, regulations,
regulation or any judgment, decree or
notifications, circulars and orders issued
order; (b) conflict with, or result in any
thereunder as also of all other applicable
breach of any of the terms of, or
laws or statutory enactments;
constitute a default under any other
22.1.9. it shall comply with all applicable
agreement or instrument to which it is
international, federal, state, municipal
a party; or (c) conflict with any
and local laws, orders and regulations,
provision of its Articles of Association or
including without limitation any
the Memorandum of Association or any
applicable environmental and safety laws,
other constitutional documents; and
orders or regulations local and national
21.1.4. It is entitled to appoint the Vendor for
laws and regulations pertaining to its
performing the Services inside the Port.
performance of its obligations under this
Agreement. In addition, the Vendor shall
22. REPRESENTATIONS AND WARRANTIES OF
comply with all reasonable policies and
THE VENDOR
guidelines of APMTP from time to time,
22.1. The Vendor hereby represents and warrants to
including but not limited to APMTP’s
APMTP as follows:
Fundamental Business Principles, and
22.1.1. It has the power to carry on its business
APMTP’s HSSE instructions;
as it is now being conducted;
22.1.10. all the tractor trailers provided to APMTP
22.1.2. It has the power to enter into this
shall be of a first class quality and meet
Agreement and to exercise its rights and
the APMTP specified standards set out at
perform its obligations hereunder and
Annexure A;(this clause shall be
that all necessary corporate and other
enforceable if applicable to the
actions required to authorize the
Agreement)
execution of this Agreement and
22.1.11. all the individuals deployed by the Vendor
performance of its obligations hereunder
or in the alternate on contract, to provide
have been duly undertaken;
the Services to APMTP shall be skilled,
22.1.3. The execution, delivery or performance of
trained and experienced to provide the
this Agreement or compliance with its
Services to APMTP as per the terms and
provisions will not (a) contravene any
conditions of this Agreement;
existing law, statute, rule or regulation or
22.1.12. all the personnel deployed to provide the
any judgment, decree or order; (b)
Services to APMTP shall possess valid
conflict with, or result in any breach of
driving licenses, badge number and other
any of the terms of, or constitute a
necessary permits and have a good track
default under any other agreement or
record. They shall always follow the rules
instrument

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and regulations as specified by APMTP

against APMTP’s fundamental business policy, or in
under Annexure A to this Agreement
any work, business or professional activities which
and clause 43 of this GTA;
could conflict with the activities assigned to the
22.1.13. all the personnel deployed by the Vendor
Vendor under this Contract.
to provide the Services to APMTP who are
25.2. The Vendor shall make all efforts to avoid any
required to be insured under the
activities that may adversely reflect on the
workman’s compensation policy shall at
integrity of its business and shall always stand by
all times be so insured by the Vendor who
ethical business practices. APMTP shall reserve the
shall also ensure compliance with all
right to terminate the Contract within 30 days
applicable industrial and labour statutes
from the date of notice issued to the Vendor
relating to the payment of wages and
informing the Vendor of violation of this clause, if
minimum wages and all other
the Vendor fails to clear the defect within 10 days
employee/workmen protection laws,
from the date of such notice.
maintain records as per the industrial and
25.3. Vendor undertakes to indemnify APMTP against
labour laws and rules, deduct and pay the
any loss/claim/damage incurred by APMTP due to
provident fund contribution to the
such Vendor’s violation of the instant clause.
provident fund authorities, obtain all
licenses, permits and approvals under all
26. ILLEGAL GRATIFICATIONS
applicable industrial and labour laws.
26.1. Any bribe, commission, gift or advantage
given/promised or offered by or on behalf of the
23. LIMITATION OF LIABILITY
Vendor or its sub-contractor or agents or
Notwithstanding any other term of this Agreement
employee/personnel/ worker or any one on behalf
to the contrary, in no event shall APMTP be liable
of the Vendor to any employees(s) of APMTP or to
to the Vendor or any third party for any direct,
any person on his or their behalf in relation to
indirect, special, incidental, consequential,
obtaining or executing this Agreement or any
punitive or exemplary damages or loss of any kind
other Agreement with APMTP shall be treated as a
(including but not limited to loss of profit, loss of
material breach of contract and in addition to any
revenues and the like) howsoever caused, in
criminal liability the Vendor may incur.
connection with the Services whether arising out
26.2. APMTP shall be entitled to rescind this Agreement
of an agreement, tort (including without limitation
and all other Agreements with the Vendor
negligence) or otherwise.
forthwith. APMTP shall also be entitled to hold the
Vendor liable to pay to APMTP any loss/damage
24. INDEMNITY
resulting from such decision and to recover the
The Vendor shall indemnify and keep indemnified
amount from any money due to the Vendor in
APMTP, its officers and employees from and
respect of this and all other Agreements, between
against all claims, demands, actions, suits and
the Vendor and APMTP.
proceedings, whatsoever that may be brought or
26.3. The Vendor and its directors, employees, agents,
made against APMTP by or on behalf of any
representatives shall not lend to or borrow from or
person, body, authority whatsoever and all duties,
have or enter into any monetary dealing or
penalties, levies, taxes, losses, damages, costs,
transaction either directly or indirectly with any of
charges and expenses and all other liabilities of
APMTP’s directors, employee(s), representatives,
any whatsoever nature which APMTP may now or
agents and, if it shall do so, APMTP shall be
hereafter be liable to pay, incur or sustain by
entitled to terminate this Agreement forthwith.
virtue of or as a result or the performance or non-
26.4. In the event of any question or dispute by either
performance or observance or non-observance by
Party as to the commissions of any offence or
the Vendor of any of the terms and conditions of
compensation payable to APMTP under this clause
this Agreement and the Vendor binds itself and its
shall be settled by the APMTP’s CEO or COO in
successors and assigns to make good all costs,
such manner as he shall consider fit and sufficient
charges and expenses, claims, demands,
and his decision shall be final and conclusive.
penalties, fines, losses or damages which the
26.5. The Vendor shall forbid and take all possible steps
Vendor may sustain or incur or become liable to
within its powers to prevent all employees/
pay as a consequence of any decree, award or
workers/ laborers and other persons employed by
orders of any Civil Court or Labour Court or
him from demanding or receiving from any person
Industrial Court or High Court and APMTP shall be
other than the Vendor or its representatives,
entitled to realize all costs, charges, expenses,
employees or its agents any remuneration or
claims, demands, penalties, fines, losses or
gratuity whatsoever.
damages from the Vendor without APMTP raising
any dispute or contention whatsoever in respect
27. Stamp Duty
thereof. Without prejudice to APMTP’s other rights,
The stamp Duty is to be borne by the contractor
APMTP shall be entitled to deduct from any
and in case of any dispute arises under this work
remuneration, or other dues payable to the
order then responsibility of compliances about
Vendor, the amount payable by APMTP as a
stamp duty liability as per the appropriate law is to
consequence of any claims, demands, costs,
be borne by Contractor
charges and expenses.
28. DATA PROTECTION:
25. CODE OF CONDUCT IN VENDOR’S BUSINESS
28.1. Vendor shall be solely responsible for the
25.1. APMTP prohibits engagement of the Vendor or its
collection, receipt, transmission, storage, disposal,
employees or its Sub-contractor during the term of
use and disclosure of the confidential information
this Contract from engaging directly or indirectly
(CI) and also for the unauthorized collection,
in any fraudulent behavior, corrupt practices,
receipt, transmission, access, storage, disposal,
illegal actions, bribery or any other activity which
use and
is unethical, in violation of any prevailing law and
also

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disclosure of said CI under its control or in its

30.3. APMTP reserves the right to terminate the
possession by all Authorized Employees.
Agreement forthwith and recover the expenditure
28.2. Vendor shall be responsible for, and remain liable
incurred by APMTP on happening of the following
to APMTP, for the actions and omissions of all its
events:
Authorized Employees concerning such data.
30.3.1. The Vendor or its agents or employees
28.3. Vendor agrees that it shall:
commit a breach of any of the terms and
(i) Access, processing, exchange or management
conditions of this Agreement and fails to
of said information by Vendor and its
cure such breach within 30 (thirty) days
employees is limited to a need to know basis.
of receipt of termination notice from
(ii) keep and maintain all information in strict
APMTP.
confidence, using such degree of care as is
30.3.2. The Vendor or any of its employees
appropriate to avoid unauthorized access, use
acting with / without authority is found
or disclosure;
guilty of any criminal act / conduct by any
(iii) use and disclose the information solely and
of the competent courts in India.
exclusively for the purposes for which the
30.3.3. The Vendor goes into liquidation
information, or access to it, is provided
voluntarily or otherwise.
pursuant to this Agreement, and not use, sell,
30.3.4. An attachment is levied or continues to
rent, transfer, distribute, or otherwise disclose
be levied for a period of 7 days upon
or make available said information for
Vendor’s equipment / infrastructure /
Vendor’s own purposes or for the benefit of
tractors trailers or other equipment or the
anyone other than APMTP, in each case,
Vendor is otherwise prohibited from
without APMTP’s prior written consent; and
providing the Services as stated in the
(iv) not, directly or indirectly, disclose any
Agreement. (applicable as per
information to any person other than its
contract requirement).
Authorized Employees, without express
30.3.5. After providing notice of 30 (thirty) days’
written consent from APMTP unless and to the
for curing the breach, the progress
extent required by Government Authorities or
regarding execution of work by the
as otherwise, to the extent expressly
Vendor is found to be unsatisfactory.
required, by applicable law, in which case,
30.4. In the event of termination on grounds stated in
Vendor shall (i) use best efforts to notify
this Clause during the Term of this Agreement, the
APMTP before such disclosure or as soon
Vendor agrees that APMTP reserves the right at its
thereafter as reasonably possible; (ii) be
sole discretion to appoint a third party of its choice
responsible for and remain liable to APMTP for
to provide the Services for the balance Term of
the actions and omissions of a Third Party
this Agreement including any extension thereof, if
concerning the treatment of such information
applicable. The Vendor shall, upon receipt of such
as if they were Vendor’s own actions and
a communication of termination from APMTP,
omissions; and (iii) require the Third Party that
withdraw all its equipment/tractor trailers (if
has access to information to execute a written
applicable to contract), from the Port or APMTP
agreement agreeing to comply with the terms
premises and allow such another party to function
and conditions of this Agreement relating to
peacefully.
the treatment of such information.
30.5. The Vendor also agrees that in such an event of
28.4. Vendor shall implement all administrative,
APMTP appointing a third party service provider for
physical and technical safeguards to protect
execution of the Services during the balance Term
information that are no less rigorous than
of this Agreement, the Vendor shall make good for
accepted industry practices and shall ensure that
the additional expenditure incurred by APMTP due
all such safeguards, including the manner in which
to APMTP requiring to appoint such third party
said information is collected, accessed, used,
service provider.
stored, processed, disposed of and disclosed,
30.6. APMTP reserves the right to recover such
comply with applicable data protection and
dues/expenses payable by the Vendor to APMTP
privacy laws, as well as the terms and conditions
from any amount outstanding to the credit of the
of this Agreement.
Vendor, including the pending bills and/or invoking
28.5. At a minimum, Vendor’s safeguards for the
the bank guarantee, if any, under this Agreement
protection of such information shall include: (i)
or any other Agreement/order.
limiting access of such information to Authorized
30.7. APMTP shall also have the right to terminate this
Employees; (ii) securing business facilities, data
Agreement by serving a prior written notice of 30
centers, paper files, servers, back-up systems and
days’ for any reason whatsoever.
computing equipment, etc.
30.8. In the event of the Agreement being terminated
by the Vendor, the Vendor is obligated to provide
29. AUDIT
the Services to APMTP for such further period
29.1. APMTP shall be entitled to monitor the information
(maximum up to 4 months) as per the terms of
usage by the Vendor upon furnishing a request to
this Agreement.
the Vendor for same.
30.9. In the event of breach of clauses related to
29.2. APMTP shall also have the right to conduct regular
Confidentiality and Data Protection, APMTP shall
audits and reviews at the Vendors premises
be entitled to terminate the agreement
relating to the information shared by APMTP.
immediately. The Vendor shall be responsible to
return, transfer or destroy any shared information
30. TERMINATION
in the presence of APMTP.
30.1. The Agreement shall remain in force for the Term
set out in Clause 2 of the Agreement unless
31. EFFECT OF EXPIRATION OR TERMINATION
mutually extended / renewed by the Parties.
31.1. On the expiration of this Agreement or any earlier
30.2. This Agreement may be terminated by APMTP with
determination thereof, the Vendor shall forthwith
or without cause upon 30 days’ written notice.
remove its employees and all other personnel

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deployed by it from the Port and every part

33.2. In the event of the occurrence of any such force
thereof. On such expiry or earlier determination of
majeure event, the affected Party shall promptly
this Agreement, the Vendor, its employees,
notify the other Party in writing of such occurrence
agents, servants all other personnel, shall be
as also the likely or anticipated period for which
deemed to be trespassers and on their failure to
such force majeure event is likely to continue.
leave the Port, APMTP shall be entitled to remove
Further, the affected Party shall take all
them from the Port and also prevent them from
commercially reasonable endeavors to perform its
entering into the APMTP Port.
obligations under this Agreement during the
31.2. It is agreed between the Parties that as a
continuance of such force majeure event.
consequence of the termination or earlier
33.3. If the affected Party fails to promptly notify the
determination of this Agreement, APMTP shall be
other Party in writing of the occurrence of a force
under no legal obligation either to absorb or
majeure event, such affected Party shall have no
recruit the Vendor’s deployed personnel /
right to appeal to the other Party on this ground
employees or to pay any compensation or
for discharge from its liability.
otherwise to the Vendor or its employees.
33.4. In the event a force majeure event continues for
31.3. On the expiry or termination or earlier
more than 30 (thirty) days, either Party may
determination of this Agreement, the Vendor shall
terminate this Agreement in writing.
not hold itself out as the Vendor or the ex-Vendor
of APMTP.
34. GOVERNING LAW, JURISDICTION AND
31.4. On the date of expiration or termination of this
DISPUTE RESOLUTION (ARBITRATION)
Agreement, the Vendor and APMTP shall return to
34.1. The laws of India shall govern this Agreement and
each other any equipment, material, confidential
the interpretation thereof. The Parties agree that
and/or proprietary information of the other Party.
courts at Ahmedabad shall have exclusive
jurisdiction to try any dispute arising out of this
32. INTELLECTUAL PROPERTY
Agreement.
32.1. Neither Party shall :
34.2. Any and all disputes, differences, or claims or
32.1.1. Have any rights to use in any manner
controversies that arise between the Parties
whatsoever the other Party’s intellectual
hereto during the subsistence of this Agreement or
property including trademarks, service
thereafter under this Agreement or out of or in
marks and logos without prior written
connection with the execution, interpretation,
authorization of that other Party.
performance, or non-performance of this
32.1.2. Use the name/logo of the other Party for
Agreement or any or all of the foregoing including
any of its marketing or promotion
the question as to the expiration of this Agreement
activities without the prior written
and/ or termination by one Party hereto has been
consent of the other Party.
legitimate, the Parties hereto shall endeavor to
32.2. Parties acknowledge that the respective
settle such dispute amicably. The attempt to bring
intellectual property owned by each Party is
about an amicable settlement will be considered
unique and valuable and any threatened or actual
to have failed as soon as one of the Parties hereto,
Intellectual Property Infringement may result in
after reasonable attempts, which attempt shall
immediate and irreparable harm, damage and/or
continue for not less than 30 (thirty) days, gives
injury to a Party for which there might not be an
15 (fifteen) days’ notice thereof to the other Party
adequate remedy in law; therefore, the Parties
in writing.
agree that in the event of an actual or threatened
34.3. In case of failure to resolve the dispute amicably,
Intellectual Property Infringement, each party shall
the dispute shall be finally settled by arbitration in
be entitled to seek an injunction or any other order
accordance with the Indian Arbitration and
of a Court of competent jurisdiction as per clause
Conciliation Act, 1996 or its statutory
33 in addition to, and not in lieu of, any other
modifications in force for the time being.
available legal or equitable remedies.
34.4. All arbitration proceedings shall be conducted in
the English language.
33. FORCE MAJEURE
34.5. The arbitration shall be conducted by a sole
33.1. Any delay or failure in the performance by either
arbitrator mutually agreed upon and appointed by
Party hereunder shall be excused if and to the
the Parties (“Arbitrator”). In the event the Parties
extent caused by the occurrence of a Force
fail to mutually agree and appoint a sole
Majeure. For purposes of this Agreement, Force
arbitrator, the arbitration shall be conducted by a
Majeure shall mean a cause or event that is not
panel of 3 (three) arbitrators, consisting of 1 (one)
reasonably foreseeable or otherwise caused by or
arbitrator appointed by APMTP and the second
under the control of the Party claiming Force
arbitrator appointed by the Vendor, which
Majeure, including acts of God, fires, floods,
arbitrators shall in turn appoint a third arbitrator,
explosions, riots, wars, hurricane, sabotage
who shall preside as the presiding arbitrator (the
terrorism, vandalism. accident, restraint of
“Arbitral Tribunal”).
government, governmental acts, injunctions,
34.6. The award of the Arbitral Tribunal shall be final
labour strikes (of employees other than those of
and binding on the Parties. The Arbitral Tribunal
APMTP, the Vendor or its sub-contractors) and
shall have the power to order specific performance
other like events that are beyond the reasonable
of this Agreement.
anticipation and control of the Party affected
34.7. The arbitration proceedings shall be held in
thereby, despite such Party's reasonable efforts to
Ahmedabad, India. Parties shall co-operate in good
prevent, avoid, delay, or mitigate the effect of
faith to expedite, to the maximum extent
such acts, events or occurrences, and which
practicable, the conduct of any arbitral
events or the effects thereof are not attributable
proceedings commenced under this Agreement.
to a Party's failure to perform its obligations under
34.8. The costs and expenses of the arbitration,
this Agreement.
including, without limitation, the fees of the
arbitration, and including, without limitation, the

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fees of the Arbitral Tribunal, shall be borne by

Any failure by any Party to exercise its rights or
Parties equally, or as may be determined by the
remedies hereunder or any delay by such Party in
Arbitral Tribunal.
the exercise of any of its rights and remedies
34.9. In the event a Party seeks to challenge the Arbitral
hereunder shall not, to the extent permitted by
Award, then the Courts in Ahmedabad, India shall
law, operate as a waiver or variation of such or
have the jurisdiction for instituting a proceeding.
any other right or remedy hereunder.
35. RELATIONSHIP
40. FURTHER ASSURANCES
This Agreement shall be on a principal-to-principal
The Vendor shall perform (or procure the
basis and shall always be construed accordingly
performance of), all further acts and things, and
and nothing in this Agreement will be construed to
execute and deliver (or procure the execution or
make the Vendor an agent or partner of APMTP,
delivery of) all further documents, required by law
wherein the Vendor will provide said Services as
or which APMTP requests in relation to the
an independent entity. APMTP shall not be
commuting Services.
responsible for the acts of employees of the
Vendor nor shall APMTP be liable for payments to
41. SURVIVAL
employees of the Vendor. Under no circumstances
Clauses relating to Confidentiality, Limitation of
will employees of the Vendor who are providing
liability, Indemnity, Arbitration, Notices shall
such Services be deemed to be employees of
survive the termination of this Agreement.
APMTP. The Vendor will have no authority to make
any contract in the name of / or otherwise to bind
42. SEVERANCE/PARTIAL INVALIDITY
APMTP or any of its subsidiaries or affiliates and
If any provision of this Agreement shall be invalid
shall not be deemed to be the agent of APMTP in
or unenforceable, such invalidity or un-
any way. Furthermore, the Vendor shall not
enforceability shall not invalidate or render
represent APMTP before any statutory body / tax
unenforceable the entirety of this Agreement, but
department / bank / LIC or any other authority / ies
rather, unless a failure of consideration would
without a specific written authorization from
result, the entirety of this Agreement shall be
APMTP.
construed as if not containing the particular invalid
or unenforceable provision, and the rights and
36. ENTIRE AGREEMENT
obligations of the Parties shall be construed and
These terms form an integral part of the
enforced accordingly. No covenant or provision
Agreement and together constitute the entire
shall be dependent upon any other covenant or
Agreement between the Parties hereto with regard
provision unless so expressed herein.
to the Services and supersedes all prior
discussions, understandings, agreements, letters,
43. APMTP HSSE Instructions
writings, documents and all other arrangements,
(1) Drugs and alcohol is not allowed inside APMTP.
whether written or oral in this regard. In the event
Working or entering APMTP premises under
of any conflict between the Agreement and these
influence of alcohol/ drugs is strictly prohibited.
terms, the Agreement shall prevail.
(2) Smoking inside APMTP strictly prohibited. Nobody
is allowed to carry match box or any inflammable
37. NOTICE
articles either in person or in vehicle including
37.1. Any and all notices given in connection with this
stove.
Agreement shall be deemed adequately given only
(3) Talking on mobile phone while driving inside
if in writing and addressed to the party for whom
APMTP is prohibited.
such notices are intended at the aforementioned
(4) Wearing of PPE, appropriate to the jobs, is
registered address.
compulsory. Otherwise basic safety kits like safety
37.2. All notices shall be sent by personal delivery,
jackets, helmets & safety shoes should be worn
FedEx or other overnight messenger service, or by
when inside the Port by all.
first class certified mail, postage prepaid, return
(5) All drivers shall strictly adhere to a maximum
receipt requested.
speed limit of 20 KMPH inside APMTP while on
37.3. A written notice shall be deemed to have been
routine rounds (this restriction not applicable
given to the recipient party on the earlier of (a)
during emergencies and mock drills) and while
the date it is delivered to the address required by
driving seatbelt has to be worn.
this Agreement; (b) the date on which delivery is
(6) Only those personnel having appropriate valid
refused at the address required by this
licenses are permitted to drive vehicle inside
Agreement; or (c) with respect to notices sent by
APMTP. Yellow board/Tourist permit vehicle shall
mail, the date as of which the postal service
only be used on agreement with APMTP. Tourist
indicates such notice to be undeliverable at the
license is a must for driving tourist vehicles.
address required by this Agreement.
(7) Walking is not allowed inside the Port. Shuttle Bus
37.4. Any party hereto may, by notice given hereunder,
to be used even for a short distance travel inside
designate any further or different addresses to
the Port.
which subsequent notices or other
(8) No person is allowed to sleep inside the vehicle
communications shall be sent.
while in APMTP.
(9) All deployed persons should rush to nearby
38. AMENDMENT
assembly area in case of emergency and follow
No part of this Agreement may be waived,
instructions of APMTP staff.
amended, modified or supplemented in any
(10) Conduct and attend tool box talk daily; discuss
manner whatsoever except by a written document
about incidents/accidents occurred during
signed by the authorized representatives of both
previous shifts if any. Otherwise, shall discuss
the Parties.
safety and security instructions.
(11) Entry into restricted area is strictly prohibited.
39. WAIVER

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(12) All deployed personnel of the Vendor shall

to be upright, responsible and environment
undergo prior medical checkup and safety
conscious in our activities, globally as well as
induction and basic trainings with the APMTP
locally.
safety department prior to deployment for duty
(2) Business Behavior: We recognize the power
with APMTP.
of good examples and the importance to
(13) It is mandatory for all the agents or employees of
communities of companies conducting
the Vendor including the tractor trailer drivers (if
business in an ethical and lawful manner. In
applicable to contract) to be in possession of
all our activities, we strive to be role models
the access card allotted by APMTP subject to
for good business behavior. This includes
fulfillment of certain conditions as listed out in this
acting according to high ethical standards,
Agreement.
respecting local laws and culture. We are
(14) In case the access card is lost, a fresh access card
against corruption and it is our policy to work
shall be issued at cost of Rs.500/- (Rupees Five
against corrupt practices by constantly
Hundred Only).
focusing on anti-corruption measures that we
(15) At the termination of this Agreement, the
are able to take as a company. This includes
employee of the Vendor shall return the access
refraining from bribery. We expect the same
card to APMTP. It shall the responsibility of the
from the Vendors / vendors engaged with us.
Vendor to ensure that all the access cards allotted
(3) Employees: Our employees are one of our
to its employees are returned back to APMTP. Rs
core values and we wish to create an inspiring
1,000/- (Rupees One Thousand Only) shall be
Environment attracting the right people for us.
charged for the loss/non return of each access
This is pursued by offering a wide range of
card.
training, global job – rotation and other
(16) No weapon/arms of any nature shall be carried
development opportunities for our employees.
inside the Port premises of APMTP.
All our career development programmers are
(17) Explosives are banned in the port area.
designed to promote learning and ensure that
(18) All vehicles are subjected to security checks at
a career is not just a job but an exciting
gate at the time of entry and exit and the drivers
challenge with individual responsibilities and
shall co-operate with Security to get their vehicles
opportunities, and a lifelong learning
checked thoroughly.
experience. We provide safety and
(19) The Vendor shall provide police verification for its
operational training to the Agreement
employees at the time of appointment inside
employees engaged in APMTP.
APMTP.
(4) Equal Opportunity Employer: APMTP is a
(20) The Vendor must ensure that none of its
multifaceted and diverse organization. With
employees or personnel deployed to provide the
employees from all over the country, the
Services has a criminal record.
understanding and acceptance of cultural and
(21) Random alcohol and drug test shall be conducted
religious differences are a natural part of our
on all the employees and personnel deployed by
mindset and behavior. We thus respect and
the Vendor at the Port as per the APMTP Policy.
use our difference as strengths on our daily
(22) Any other safety and security instructions as laid
work. We have implemented local and global
out in APMTP’s Safety and Security Manuals shall
practices that strive to ensure equal job,
be strictly followed.
career, and reward and development
(23) Violation of APMTP’s safety and security
opportunities throughout APMTP such as our
rules/instructions shall invite non-conformity
global recruitment processes. We have a firm
discount as particularly set out under Annexure C
policy that any form of discrimination – or
to this Agreement.
ridicule – pertaining to race, color, gender,
Note: In case of any additions or
sexual orientation, age, disability, language,
modifications to these instructions, the same
religion, political or other opinion, cultural
shall be communicated by APMTP’s
background, ethnicity or other distinguishing
representatives to the Vendor during the
characteristics shall not be tolerated.
Term of this Agreement.
(5) Freedom of Association: Open
communication and direct engagement
44. APMTP’s Fundamental Business Principles
between employees and management is the
At APMTP, our vision is to be a world- class
most effective way to address workplace
company, known and highly respected, an
issues. We, respect the right of our employees
attractive business partner and employer, and a
to associate freely, join labor unions and/or
good corporate citizen.
join workers councils and to bargain
collectively in accordance with local laws and
APMTP core values include regards for our
regulation. We also recognize the right of our
employees, the demonstration of constant care,
employees to refrain from collective
uprightness, humbleness and protecting our good
representation. Our employees are free to
name. Our reputation and success depend on the
communicate openly with management
way we live these values while conducting our
regarding working conditions without fear of
business. The purpose of APMTP Fundamental
reprisals, intimidation or harassment.
Business Principles is to outline the key principles
Whereas we recognize freedom of expression,
that form part of our corporate citizenship. These
we do not accept any form of propaganda in
principles govern how APMTP shall conduct its
our workplace. We expect the same from the
business. Compliance with applicable national as
vendors and Agreement employees engaged
well as international legislation is obviously a
with us.
necessary part of this.
(6) Forced Labor and Child Labor: APMTP does
not employ children nor do we use forced
(1) Corporate Citizenship Policy: Being a good
labor in any form.
corporate citizen has always been an integral
part of the way we do business. It implies that
we believe in constant care and that we strive

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(7) Environment: In APMTP we believe in

(b) Government means any national or local
sustainability, and we support initiatives that
government, including any department,
promote environment responsibility.
agency or other instrumentality thereof, and
Complying with environmental legislation is
any enterprise owned, managed or otherwise
obviously fundamental, but where we believe
controlled by any government agency or
it right, we shall strive to do more than what
instrumentality.
is simply necessary to comply with legislation,
(c) The word ”including” means including
recognizing that individual contributions make
without limitation.
a difference. We pursue a balanced and
(d) Public Official means any (a) appointed
sustainable approach to long term economic
official or any director, officer or other person
growth and quality of life, while seeking
employed in any capacity (i) at any level of
solutions that help minimize the impact on the
Government, (ii) in a labor union controlled by
environment. Consequently, our Environment
any Government or political party, or (iii) in
Policy is as follows:
any public international organization, such as
the United Nations or the European Union,
APMTP is committed to protect the
including any department, agency or other
environment from hazards related to the
instrumentality thereof, (b) any candidate or
nature of the container Port business and
officer or other person employed by a political
ensure pollution free environment for the
party, or (c) any person acting in any official
employees, agreement workers and visitors.
capacity for or on behalf of any person or
Also review continually towards better
organization listed in (a) or (b);
working environment.
45.2. Foreign Trade Controls.
(8) Health and Safety: We are committed to
(a) Vendor shall comply with all foreign trade
conducting our activities in a manner that
control and export control legislation,
protects the health and safety of all personnel
regulations and sanctions applicable to the
working under our direction. Including vendors
transactions that are the subject of this
working at our facilities, and we seek to
Agreement, including those imposed by the
continuously reduce and mitigate health and
United States (“US”) or the European Union
safety risk at work. All our employees have, as
(“EU”) or any of its member states (“Foreign
prime responsibility, the obligation to protect
Trade Controls”).
themselves, their colleagues and third parties
(b) As regards this Agreement, Vendor may not:
from any harm arising from our activities.
1) deal with any party that is subject to
Accordingly, our Health & Safety Policy is as
sanctions imposed by, or that is listed on any
follows:
blacklist administered by, the EU or the
government of the US or any EU member
44.1. APMTP is committed to ensure that
state, except with Company’s prior written
all employees, Agreement workers
consent; or 2) undertake any action, which
and visitors are protected from
although not in violation of any applicable
health hazards at their work place by
Foreign Trade Controls, could significantly
preventing injuries and illness and
damage Company’s commercial or other
make continuous improvement
reputation interests, including without
towards providing a better health for
limitation its commercial interests involving
all of them.
any government or major commercial
44.2. APMTP is committed to providing all
business partner.
personnel with a safe place of
(c) To the extent any goods, software and/or
employment. It shall be company’s
technology) procured by Vendor on
objective to review policy continually
Company’s behalf under this Agreement are
and make improvement towards
subject to the such Foreign Trade Controls,
better safety for all personnel,
Vendor shall, upon placement of an order by
Agreement workers and visitors
Company under this Agreement, or at an
within the ambit of related safety
earlier date requested by Company, provide in
guidelines, regulations and
a form satisfactory to Company a certification
legislation.
of the specific export/re-export classification
We encourage our employees to freely report
of each of the Items, including the US export
ways and means that improve overall safety
control classification number (“ECCN”), EU
performance.
dual use item classification, or other relevant
means of classification for dual use or other
(9) Security: It is our policy to seek to protect
restricted items under relevant Foreign Trade
the group and its employees from illegal acts
Controls, such as those applicable to military
with respect to security and to show constant
related items. Vendor shall further identify the
care to prevent breaches of security
country of manufacture of all goods Delivered
associated with our operations.
and whether 10% thereof comprises
components or other content made/produced
45. Compliance & Responsible Procurement.
in the United States. Vendor shall maintain all
45.1. Definitions
documentation required under all relevant
(a) Associated Person means a Party’s
Foreign Trade Controls, and shall provide the
Affiliates, officers, directors, shareholders,
same to Company without delay at Company’s
employees, agents and other intermediaries,
reasonable request.
any other person acting directly or indirectly
45.3. Anti-Corruption, Competition and Sanctions
on its behalf.
Laws and Regulations

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(i) Each Party represents that in the context of

shall cooperate in any reasonable,
this Agreement
additional regulatory or other compliance
(a) neither itself nor, to the best of its
due diligence that Company determines
knowledge, any of its affiliates, directors
is necessary to ensure compliance with
or officers has engaged in any activity or
this Clauses to this addendum.
conduct which would violate any
b) Vendor shall save, indemnify, defend and
applicable anti-bribery, anti-corruption,
hold harmless Company from all fines,
competition or anti-money laundering
penalties and all associated expenses
laws or regulations and it has instituted
arising out of or resulting from the
and maintain policies and procedures
violation by Vendor of any of its
designated to prevent violation of such
obligations in Clauses 2 and 3 above.
laws, regulations and rules; and
c) Company may terminate the Agreement
(b) neither itself nor, to the best of its
and to recover from Vendor as a debt the
knowledge, any of its affiliates, directors
amount of any loss or damage resulting
or officers is: (i) the subject of any
from such a termination if Vendor
sanctions (a “Sanctioned Person”) or
commits an act which Vendor has
(ii) located, organized or resident in a
undertaken not to commit, or has failed
country or territory that is, or whose
to undertake an act it has undertaken to
government is, the subject of sanctions
perform, as included in Clauses 2 and 3,
broadly prohibiting dealings with such
above, whether or not such act was
government, country, or territory (a
committed before, on or after the date of
“Sanctioned Country”).
this Agreement.
(ii) Each Party undertakes that it shall not:
d) Vendor shall ensure that its sub-vendors
(a) engage in any activity or conduct which
comply with the provisions of the clauses
would violate any applicable anti- bribery,
in this addendum.
anti-corruption, competition or anti-
(vi) Responsible procurement
money laundering laws or regulations;
The Vendor shall comply with all
and
applicable laws, rules, regulations, orders,
(b) directly or indirectly, lend, contribute or
conventions, or ordinances of the
otherwise make available any amount
country(i.e.) where Services/Work is
received under this Agreement to a
performed or where Goods are produced
Sanctioned Person or a person located in
and/or relate to the provision, licensing,
a Sanctioned Country or otherwise violate
approval or certification of the
any applicable foreign trade control
Services/Goods, including, but not limited
regulation or sanction.
to, those relating to occupational health
(iii) Audit and Inspection Rights:
and safety, environmental matters,
During the term of this Agreement, at the wages, working hours and conditions of
reasonable request of a Party with at least employment, sub vendor selection,
[three (3)] business days’ prior notice, either discrimination, data protection and
Party may at its own expense during regular privacy. Further the Vendor shall respect
business hours [inspect] [have a mutually- and commit to implementing APMM’s
agreed independent third party inspect] [the Vendor Code of Conduct (the “Code”)
facility and] audit the other Party's books, as amended from time to time and found
records, and other documents as necessary to at;
verify compliance with the terms and https://www.maersk.com/about/susta
conditions of this Agreement inability/third-party-code-of-conduct
(iv) Remedies: If a Party breaches any of its or alternatively an internationally
obligations or representations in this Clause recognized standard within the areas of
[45.3] (Compliance): human rights, anti-corruption,
(a) such Party shall indemnify and hold the environment and labour, such as but not
other Party harmless from all fines, limited to United Nations Global Compact
penalties and all associated expenses (UNGC) or Business Social Compliance
arising out of or resulting from such Initiative (BSCI), and Vendor agrees to
violation. Notwithstanding the foregoing, accommodating any potential audit
no Party shall be liable for any indirect or pursuant to verification of the same by
consequential loss or damage or any loss Buyer/APMM. The Vendor shall require
or damage due to loss of goodwill or their own Vendors to implement similar
reputation; and rules and as appropriate pass on such
(b) the other Party may terminate this requirements to their sub-Vendors and so
Agreement and recover from the on. The original English version of the
violating Party as a debt the amount of Code (as of March 2012) shall prevail in
any loss or damage resulting from the case of any disputes or discussions
termination concerning the content and obligations of
(v) Additional regulatory compliance either Party.
covenants and remedies. a) Company shall have the right to appoint
a) Vendor warrants that all responses and at its own cost, charge and expense a
related information that it has given to well reputed third party auditor
Company’s regulatory-compliance (hereinafter referred to as “Company’s
questions prior to execution of this Auditor”) to audit and verify all matters in
Agreement are, and undertakes that connection with Vendor’s compliance with
answers to all such subsequent questions the previous Clause. Vendor shall
shall be, accurate and complete. Vendor cooperate

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with the Company’s Auditor and provide

of incorrect registration number shall be
access to all relevant sites, people and
borne by the Company/Firm. In the event
interviews with workers and documents.
if the Company/Firm fails to furnish GST
Alternatively, if approved in writing by
registration number, it will be treated as
Company, Vendor shall, within a
“unregistered”
reasonable period of time at its own cost,
b. The Company/Firm acknowledges and
charge and expense appoint an
agrees that it would adhere to all the
internationally well reputed third party
applicable GST compliance and accept /
auditor "Vendor's Auditor" to audit and
modify / reject the output supply as
verify all matters in connection with
mentioned in GSTR – 1 filed by the
Vendor’s compliance with the previous
Company within the statutory timelines as
Clause.
may be prescribed from time to time by
Company's Auditor may conduct an audit
the Government. The Company/Firm
of Vendor on behalf of Company at any
undertakes to intimate in case of any
time whenever it is considered necessary
modifications required to be made in
by Company.
outward supply mentioned by GPPL in
If the audit has been conducted by
GSTR -1 against the Company/Firm, to
Vendor’s Auditor, the Vendor must share
GPPL within the statutory timelines
the results of the audit in full with the
prescribed by the Government.
Company within one week of having
c. The Company/Firm acknowledges and
received the audit report from its auditors
agrees that in the event any enquiry,
and latest two weeks after conclusion of
scrutiny, audit assessment or any other
the audit.
tax proceedings are initiated against
If the Company’s Auditor or the Vendor's
GPPL, the Company/Firm shall fully co-
Auditor uncovers any material concern,
operate with GPPL by furnishing the
Vendor shall without any undue delay
relevant information related to the service
present Company with an improvement
provided by GPPL on timely basis as may
plan which shall ensure that all concerns
be required by GPPL from the
are dealt with and remediated in a
Company/Firm.
manner satisfactory to Company.
d. In case the GST credit is denied, or
b) Vendor's repeated violation of [the
demand is recovered from GPPL on
Code/UNGC/BSCI/International Bill of
account of any non-compliance by the
Human Rights] and/or its failure to
Company/Firm, including non-payment of
collaborate with Company’s Auditor
GST Charged and recovered, the
during an audit and/or its failure to
Company/Firm shall indemnify GPPL in
collaborate with Company in
respect of any claims of Tax, Penalty,
implementing or developing improvement
Interest, Loss, Damage Cost, expense and
plans shall be considered a material
liability that may arise due to such non-
breach of this Agreement. If Vendor
compliance.
commits any such breach of or fails to
observe or perform any material
47. Other
obligation contained in [the
47.1. The contractor before accepting the work order
Code/UNGC/BSCI/International Bill of
and before commencing the work shall thoroughly
Human Rights], and/or any agreed
study and acquaint himself with the details,
improvement plan, and such breach or
specification and nature of work, working
failure has not been remedied to the
conditions rate and terms of work order.
satisfaction of Company within twenty-
47.2. The contractor hereby agrees that he will pay all
eight (28) days of receipt by the Vendor
the necessary taxes & statutory requirements
of a notice from Company requiring
applicable for the equipment / Labour/ Technician
Vendor to remedy the same (or such
supplied and furnishes the details of the same to
longer period as may be specified in the
GPPL. In case of any breach by the contractor he
said notice), Company shall be entitled to
shall be solely responsible to make good all losses
terminate the Contract in accordance
direct or consequential being caused to GPPL by
with termination clause of the agreement.
his lapse.
47.3. Contractor shall maintain attendance & wage
46. Goods & Service Tax related Compliances to be
register which has to be certified and
adhered to by the Vendor as attached GST
countersigned by the dealing department.
clause.
Contractor shall arrange to remain compliant by
a. The Company/Firm undertakes to submit
virtue of availing Labor License, WC Policy &
all the necessary information and
making PF Deposits As per certification by GPPL
documents including in particular, GSTIN
per attendance register. Deviations if any will be
of the Company/Firm, Company/Firm site,
subject to GPPL withholding proportionate
billing location, certificate of GST
Payment against service charge bill as per advice.
Registration and such other documents
Withheld payment will be released against
that may be required by Gujarat Pipavav
submission of deposit receipts. The GPPL shall
Port Limited (‘GPPL’) to adhere to
reserve the right to terminate work order if
statutory compliances as applicable under
contractor will not follow statutory requirement
the Goods and Service Tax (‘GST’) law.
and provide required documents. Such termination
GPPL shall not be responsible for
by the GPPL shall be final and binding on the
verification of GST registration number.
Contractor.
Any tax Liability arising consequent to
47.4. The contractor/s hereby agrees that he/they will
non-compliance of law or due to
comply with provisions of all labour laws, general
furnishing
and specific, the provisions of Factories Act,

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Minimum Wages Act, Payment of Bonus, Provident

security and environmental performance
Fund, Workmen Compensation Act, PF Act etc. and
and ensure that management of health,
extend all benefits available there under to the
safety, security and environment is an
employees. In case of any breach by the
integral and visible part of Contractor's
contractor he shall be solely responsible to make
work planning and execution processes.
good all losses direct or consequential being
47.12.2. Contractor shall monitor and evaluate its
caused to GPPL by his/their lapse.
safety performance, as a minimum based
47.5. The contractor will be responsible for utilization of
on fatalities and number of Lost Time
manpower for full shift, late arrival and early
Injuries (LTIs), and take such actions as
departure will be subject to proportionate recovery
are required or appropriate to rectify and
from service charge bill of the contractor
improve its overall safety performance
47.6. The contractor shall, at his own cost and expense,
and establish and maintain a
arrange all necessary insurances to cover his
casualty/emergency response plan to
liability in respect of injuries to or death of his
deal with unforeseen events, such as but
employees and those of the sub-contractors
not limited to fire and explosion, and
employed by him and damage to property of GPPL
carry out periodical drills - with the
and any other third party arising out of or in the
involvement of relevant employees,
course of execution of the works.
servants, agents and Subcontractors.
47.7. In case of any delay/failure in providing the service
47.12.3. Contractor shall ensure that both
or stoppage of service during the period of
contractor and its subcontractors shall
work/vessel operations, all demurrage and
comply with any local or international
consequential damages claimed by the vessel
applicable health, safety and
and/or cargo interest for such delay/stoppage will
environmental laws, rules, regulations
be borne by the Contractor.
and any other requirements referred to
47.8. In case of any delay in carrying out the work,
by GPPL or any of the foregoing as may
another party at the risk and cost of contractor
be varied or supplemented from time to
shall complete it.
time. All costs incurred in complying with
47.9. The contractor/s hereby agrees that he/they will
this Clause 47.12 shall be for the sole
give the undertaking in attached format that the
account of Contractor.
workers/labours engaged by him have no
47.12.4.Contractor shall ensure that its hazardous
background of any criminal/anti national activity
waste (including such waste that
47.10. Contractor shall take all necessary precautions
contractor is required to handle) is being
towards safety of human life, material, machinery
collected, stored and disposed or recycled
etc. of GPPL and their customers/associates
in an environmentally sound manner and
provide safety gear including Personal Protective
shall further establish programs to monitor
Equipment like helmets, boots, high visibility
greenhouse gas emissions and waste
jackets, seat belt etc. to his
amounts from its facility.
supervisors/operators/labours, as per safety norms
47.13. You shall ensure good conduct and proper
/ rules of GPPL and considering the nature of the
behavior of your personnel, while they are on duty.
work, all at his cost.
In case any misconduct or misbehavior of your
personal observed by any of our officer, penalty up
GPPL has fixed the limit of vehicle running in the
to a maximum of a 10% on monthly bill value will
port as under,
be recovered from your bills. If any of the jobs
Outside custom bonded area – 40 km per hour
entrusted to you are remaining in complete or not
Inside custom bonded area – 30 km per hour
up to our satisfaction, in such cases penalty of Rs.
At Jetty – 20 km per hour
250/- per complaint will be deducted from your
Chewing and spitting of tobacco, Gutka, Mava or
bill. Our decision in this regard will be final and
any such substances in the port area is strictly
binding on you.
prohibited. This is being implemented to ensure
47.14. The rates are inclusive of all taxes except GST,
the safety and security of all personal working or
which are prevailing on the date of issue of work
operating within our port premises.
order, or imposed later on by Government/
47.11. Carrying of personnel in open space vehicles is not
statutory body. GST will be paid extra as
permitted. This applies to all kind of vehicle i.e.
applicable against appropriative supportive.
pick up, dumper, tractor, chakra, trailer etc.
47.15. Any damage claims due to inefficiency in service,
Transfer of personnel will only be permitted in
accidents etc. will be adjusted against the
closed vehicles designed for such purpose. Also,
Contractor’s monthly bill.
number of persons sitting inside the vehicle should
47.16. The Stamp Duty is to be borne by the contractor
not exceed carrying capacity of the vehicle.
and in case of any dispute arises under this work
Contractor shall arrange closed vehicle for transfer
order then responsibility of compliances about
of their staff/labour in the port premises, at their
stamp duty liability as per the appropriate law is to
cost and risk. This is being implemented to ensure
be borne by Contractor.
the safety and security of all personnel working or
47.17. Any disputes arising shall be subjected to
operating within our port premises.
Ahmedabad jurisdictions only.
47.12. SAFETY, HEALTH AND ENVIRONMENTAL
47.18. All / Any differences arising and related to the WO
REQUIREMENTS AND ETHICS
shall be settled through mutual discussion and the
47.12.1. Contractor is responsible for the safe
decision of the GPPL will be final and binding on
delivery of service and shall give the
the contractor.
highest priority to safety in order to avoid
47.19. All taxes, duties, levies etc. with regard to this
injury to any person and/or damage to any
agreement shall be to the account of the
property and Contractor must strive for a
contractor and no extra claim on this account shall
continuous improvement of health, safety,
be entertained by GPPL. Income tax if applicable
shall

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be deducted at source and proof of payment will

47.25. All the necessary tools tackle; consumables etc
be furnished to the contractor upon request.
shall be arranged by the contractor. All such
Service tax payable extra as applicable.
operational expenses shall be borne by the
47.20. The contractor shall ensure proper safety
contractor
standards, goggles, safety belts, gas masks,
47.26. The Contractor shall comply with the regulations
helmets, safety shoes etc must be used wherever
/instructions of the Port Facility Security Officer
required, as applicable. The contractor shall
(PFSO) in order to ensure compliance of
ensure usage of safety light provided by GPPL
International Ship and Port facility security code
while on duty within customs bonded area.
(ISPS) by the Port.
47.21. The contractor is an independent contractor. It is
47.27. Subject to the provisions contained herein the
agreed and understood that there is no nexus of
Contractor shall be responsible to make good all
employment or any employer-employees
liabilities brought upon GPPL on account of loss or
relationship between the GPPL and contractor
damage to the GPPL’s property and/or any third
employees and the contractor shall keep the GPPL
party losses resulting from any act of failure, non-
indemnified in respect of any and all claims arising
performance, omission or negligence of the
on account of the contractor employees.
Contractor or due to any other reason attributable
47.22. This work order supersedes all earlier written and
solely to the Contractor, the Contractor shall make
oral communication and understanding that may
good all such liabilities by way of payment of penal
have been entered into between GPPL and the
charges upon receipt of a demand from GPPL to do
contractor, and shall constitute the entire
so. The Contractor hereby undertakes to pay all
agreement governing relationships between the
liabilities brought upon GPPL on account of loss or
parties.
damage to the GPPL’s property and/or any third
47.23. The contractor shall be liable & keep GPPL
party losses resulting from any act of failure, non-
indemnified from all costs & consequences arising
performance, omission or negligence of the
due negligence/accident ensuring proper cover for
Contractor or due to any other reason attributable
3rd party risks.
solely to the Contractor.
47.24. Contractor shall not engage in any sort of other
47.28. Please note that all vendors involved in working
business dealing with the customers of GPPL,
within the CBZ shall take permission from customs
unless confirmed by GPPL. If Contractor engaged
for deployment of labour or their equipment.
staff is found not comply they will be liable for
termination and further action may be prosecuted.

Gujarat Pipavav Port Limited VENDOR

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