ASSAM BIO REFINERY LIMITED

General Purchase Conditions (Indigenous)

Definition:

1. 'ABRPL' means 'Assam Bio Refinery Limited'.

2. 'Vendor' means a Person or Firm or Company, to whom the order is addressed, for supply of goods
and/or services.
3. ABRPL's banker for currencies of other countries: PUNJAB NATIONAL BANK, Bank Account No.:-
4651002100005541, Address: - Corporate Banking Branch, LIC Building Fancy Bazar, Guwahati, IFSC
code: - PUNB0018900.

1. Price Basis

Prices are to be quoted on FOT/FOR ABRPL Project Site showing break-up of taxes, duties, packing &
forwarding, freight and transit insurance charges, (all in percentage).

2. Firm Price

Quoted prices shall remain firm and fixed till complete execution of the order.

3. Goods and Service Tax

Contractor shall be required to issue tax invoice in accordance with GST act and/or rules so that input
credit can be availed by OWNER. In the event that the contractor fail to provide the invoice in the form
and manner prescribed under the GST act read with GST invoicing rules there under, OWNER shall not
be liable to make any payment on account of GST against such invoice.
GST shall be paid against receipt of tax invoice and proof of payment of GST to Government (or auto-
population of input tax credit on GSTIN portal). In case of non-receipt of tax invoice and/or non-
payment of GST by the contractor (or non-auto-population of input tax credit on GSTIN portal), OWNER
shall with hold the payment of GST.
GST payable under reverse charge for specified services/goods under GST act or rules, if any shall not be
paid to the contractor but will be directly deposited to the government by OWNER.
Where OWNER has the obligation to discharge GST liability under reverse charge mechanism and
OWNER has paid or is liable to pay GST to the government on which interest/penalty becomes payable
as per GST law for any reason which is not attributable to OWNER or ITC w.r.t such payment is not
available to OWNER for any reason which is not attributable to OWNER, then OWNER shall be entitled
to deduct/set off /recover such amount against any amounts paid/payable by OWNER to contractor.
The Contractor shall always comply with the requirements of applicable laws and provide necessary
documents as prescribed under the rules and regulations, as applicable from time to time. In particular,
if any tax credit, refund or any other benefit Is denied/delayed to OWNER due to any non-compliance/
delayed compliance by the supplier under the GST act (including but not limited to failure to upload the
details of the sale on GSTN portal, failure to pay GST to the government or due to non-furnishing or
furnishing of incorrect or incomplete documents, non-filing of GST return by the Contractor), the
Contractor shall be liable to reimburse OWNER for all such losses and other consequences including but
not limited to the tax loss, interest and penalty. OWNER shall be entitled to recover such amount from
the contractor by way of adjustment from the next invoice, encashment of PBG or by way of any other
means.

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Any additional Tax burden as a result of any challenge on the valuation or re-characterization of the
nature of supply and service of works under this Agreement, except on account of Change in Law shall
be to the Contractor's account.
The contractor will be under obligation for charging correct rate of tax as prescribed under the
respective tax laws. Further the contractor shall avail and pass on benefits of all
exemptions/concessions available under tax laws.
The contractor will be liable to ensure to have registered with the respective tax authorities and to
submit self-attested copy of such registration certificates and the contractor will be responsible for
procurement of material in its own registration (GSTIN).
In case bidder is covered under composition scheme under GST law, then bidder shall quote the price
inclusive of GST. Further, such bidder should mention “cover under composition system” in column for
GST of price schedule.
OWNER will prefer to deal with registered supplier of goods/services under GST. Therefore, bidders are
requested to get themselves registered under GST, If not registered yet. However, in case any
unregistered bidder is submitting their bid, their prices will be loaded with applicable GST while
evaluation of bid. Where OWNER is entitled for input credit of GST, the same will be considered for
evaluation of bid as per evaluation methodology of tender document.
Owner will issue road permit/ e-way bills. However, wherever applicable Contractor/vendor will issue
road permit/e-way bills. The Owner shall be indemnified against any Tax demand on account of any
mistake in the E-way generation and should not impact GST returns of the Owner in any adverse way
3.1 Applicability of Reverse Charge Mechanism

Refer above.

4. Laws and Regulations

The Owner shall not be liable to reimburse/bear any burden of any Tax which has been in force on the
Effective Date, by whatsoever name called, which has not been charged by the Contractor at the time of
execution of Agreement and subsequently imposed on them by the Tax Authorities including State as
well as Central Government of India.

5. Payment Term:

Unless otherwise specified/agreed, the payment term shall be "100% within 30 days of receipt and
acceptance of goods."

6. Weights & Measurement

All weights and measurements recorded by ABRPL on receipt of materials shall be treated as final and
binding.

7. Qty. Tolerance

For items like Structural Steel, Tor Steel, Cement, Bulk Chemical 0.5 % qty tolerance by weight and for
Cable and Pipe materials 0.5 % qty tolerance by length shall be permissible.

8. Transportation
Unless otherwise agreed upon, transportation of goods up to the specified destination shall be in
vendors’s scope. The materials to be dispatched through a transporter registered as per carriage by

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road act 2007 and carriage by road rules 2011. The consignment Note/Lorry receipt must carry the
registration number as per the rules stated in the carriage road rules, 2011.

The Materials shall be delivered in a truck/vehicle having valid documents like vehicle registration
certificate, Insurance certificate, pollution under control certificate, fitness certificate. The vehicle shall
not be overloaded and drivers shall have valid driving license.

9. Dispatch

Unless otherwise specified, all LR/RR etc. must be in the name of Assam Bio Refinery Private Limited.
Consignments booked as self are strictly prohibited and the vendor shall be responsible for safe delivery
of materials to the project site.

10. Marking, Shipping & Documentation

Standard material transport regulations. The vendor will be held liable for any damages to the goods
due to in sufficient or defective packing as well as for corrosion due to in-sufficient protection.

Each package shall be clearly marked with indelible paint with the Purchase order no. , From (name &
add), To (Name & Add), destination, item net & gross weight, Case No. (Sl. No. of Total Cases) &
Dimensions, and shall contain copies of dispatch documents and packing list.

11. Test Certificate

Test certificate of representative samples conforming to PO specifications from the manufacturer/Govt.

approved laboratory/ABRPL nominated agency must be furnished along with supplies.

In case of 3rd Party Inspection, the Inspection Reports must accompany all dispatch documents as well
as supplies.

12 Guarantee/warrantee

12.1 Materials shall be guaranteed against manufacturing defects, materials, workmanship and design
for a period of 12 months from the date of commissioning or 24 months from the date of last receipt
whichever is earlier whichever is later. Warranty for replacement of material/accessories should be
provided free of charges at the Project Site. The above guarantee/warranty will be without prejudice to
the certificate of inspection or material receipt note issued by us in respect of the materials.

12.2. All the materials including components and sub contracted items should be guaranteed by the
vendor within the warranty period mentioned above. In the event of any defect in the material, the
vendor will replace / repair the material at ABRPL's concerned location at vendor's risk and cost on due
notice.

12.3. In case, vendor does not replace / repair the material on due notice, rejected material will be sent
to the vendor on "Freight to pay" basis for free replacement. Material after rectification of defects shall
be dispatched by the vendor on "Freight Paid" basis. Alternatively, ABRPL reserves the right to have the
material repaired / replaced at the locations concerned, at the vendor's risk, cost and responsibility.

12.4. The Vendor shall provide similar warrantee on the parts, components, fittings, accessories etc. so
repaired and / or replaced.

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12.5. The replacement goods/services shall follow the same Quality Assurance Plan.

13 Insurance

Transit insurance shall be in ABRPL's scope only when specifically agreed upon. In such cases, vendor
shall intimate despatch details and value of goods in advance per fax for transit insurance coverage.

14. Bank Charges

Unless otherwise specified, in case of payment through bank, respective bank charges shall be to
respective account.

15. Offer validity

The vendor’s offer shall be valid for acceptance for a period of 90 days from the final due date of the
enquiry.

16. Delivery period & Delayed delivery

The delivery period quoted/agreed shall be strictly followed. Failing supplies in time, ABRPL reserves the
right to cancel the order and take alternative procurement action solely at the risk and cost of the
vendor.

In case of delay in execution of the order, ABRPL may at its option, recover from the vendor price
reduction of 1% of the value of delayed goods per week of delay or part thereof subject to a maximum
of 10% of the total order value of goods.

17. Repeat order

Repeat Order shall be acceptable to the vendor within One year the date of the Basic Order at the same
prices, terms & conditions as that in the Basic Order.

18. Part order

Part Order shall be acceptable to the vendor. However, the quantity mentioned in the enquiry
documents for each item shall be ordered on one vendor. All applicable Lumpsum charges, if any, shall
be pro-rata on value basis.

19. Changes in Terms & Conditions

ABRPL reserves the right to make changes at any time in quantities of items ordered or in specification
and drawings. If such changes cause an increase or decrease in the amount due or in the delivery
period, an equitable adjustment shall be made. Any claim for adjustment under this provision must be
assessed within 10 days from the date when the changes are ordered.

20. Right of Rejection

ABRPL reserves the unfettered right to reject any or all offers without assigning any reasons thereof.

21. Arbitration

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SETTLEMENT OF DISPUTES

FOR THE SETTLEMENT OF DISPUTES WITH THE PRIVATE PARTIES:

All disputes of difference whatsoever which shall at any time arise between the parties hereto touching
or concerning the works or supply or the execution or maintenance thereof of this contract/supply or
the rights touching or concerning the works or the execution effect thereof or to the rights or liabilities
or the construction meaning , operation or effect thereof or to the rights or liabilities of the parties or
arising out of or in relation thereto whether during or after completion of the Contract/supply or
whether before or after determination, foreclosure or breach of the contract/supply ( other than those
in respect of which the decision of any person is by the contract/supply expressed to be final and
binding) shall be endeavored to be amicably settled by the parties in the following manner:

a) At the first instance by the Engineer-In-Charge/ Purchase Officer

b) At the second instance by the Chief Executive of ABRPL (Presently Chief Executive officer) or
authorized representatives of Chief Executive of ABRPL.

c) Parties may opt for conciliation under Arbitration and Conciliation Act 1996 as amended by the
Arbitration and Conciliation (Amendment) Act, 2015 or any statutory modification or re-
enactment thereof.

d) In case party is not satisfied with the above, the matter will be referred to Arbitration.

e) The option of amicably settling the dispute will be open at any time during and post arbitration
or court litigation or Tribunal or in any other jurisdictional forum and/or before or after award,
order, judgment etc. passed by arbitrator(s), court(s), tribunal(s) or any other jurisdictional
forum(s).

Arbitration Clause:

(a) Any dispute or difference of any nature whatsoever, any claim, cross-claim, counter-claim or set
off of ABRPL (hereinafter Company) against the Contractor/Vendors or of the
Contractor/Vendors against company or regarding any right, liability, act, omission on account
of any of the parties hereto arising out of or in relation to this agreement shall be resolved
through Arbitration under Arbitration and Conciliation Act 1996 as amended by the Arbitration
and Conciliation (Amendment) Act, 2015 or any statutory modification or re-enactment thereof.

(b) Reference to Arbitration shall be made by writing a letter to the Chief Executive officer of the
Company, with copy to the Contractor/Vendor or Company, as the case may be.

(c) Chief Executive officer, on receipt of the letter referring the dispute to Arbitration, shall, within
30 days from the receipt of the said letter, appoint a sole Arbitrator, who is not disqualified to
act as such Arbitrator under the Arbitration and Conciliation Act 1996, as amended by the
Arbitration and Conciliation (Amendment) Act, 2015 or any statutory modification or re-
enactment thereof to adjudicate the dispute(s) between the parties.

(d) In the event the parties desire that the Arbitration will be by a Tribunal consisting of three
Arbitrators, then each party will nominate one person to act as Arbitrator and the two
Arbitrators so nominated will select third and Presiding Arbitrator to adjudicate the dispute. The
arbitrators so nominated / selected shall not be disqualified to act as such Arbitrators under the

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 Arbitration and Conciliation Act 1996, as amended by the Arbitration and Conciliation
(Amendment) Act, 2015 or any statutory modification or re-enactment thereof.

(e) Subject to the provisions of the Arbitration and Conciliation Act, 1996, as amended by the
Arbitration and Conciliation (Amendment) Act, 2015 or any statutory modification or re-
enactment thereof, the award of the Arbitrator or the Arbitrators, as the case may be, shall be
final, conclusive and binding on both parties to the Agreement.

(f) The party(ies) against whom the Arbitration proceedings have been initiated, that is to say, the
Respondents in the proceedings, shall be entitled to prefer a Cross-Claim,

Counter-Claim or set off before the Arbitrator(s) in respect of any matter or issue arising out of
or in relation to the Agreement without seeking a formal reference to arbitration for such
Counter-Claim, Cross Claim or set off and the Arbitrator(s) shall be entitled to consider and deal
with the same as if the matters arising there from has/have been referred to him/them
originally and deemed to form part of the reference made to Arbitration.

(g) Place of arbitration shall be in Numaligarh only unless otherwise fixed by the parties.

(h) The parties hereby agree that, unless the Arbitration and Conciliation Act,1996, as
amended by the Arbitration and Conciliation (Amendment) Act, 2015 or any statutory
modification or re-enactment thereof prohibits, the courts in the city of Golaghat alone shall
have jurisdiction to entertain any application or other proceedings in respect of anything arising
under this agreement and any award or awards made by the Sole Arbitrator / Arbitral tribunal
shall be filed in the concerned courts in the city of Golaghat only.

FOR THE SETTLEMENT OF DISPUTES WITH PSEs / GOVERNMENT (EXCEPT A DISPUTE OR DIFFERENCE
CONCERNING THE RAILWAYS, INCOME TAX, CUSTOMS AND EXCISE DUTIES):

As per Government guidelines / circulars, etc prevailing at the time of reference of the disputes.

22. Jurisdiction

All disputes, actions and proceedings arising out of this contract shall be under the jurisdictions of the
courts in the city of Golaghat only.

23. Receipt & Confirmation of order

The vendor shall acknowledge the receipt of the purchase order within 10 days of mailing the same.
The vendor shall sign, stamp the acknowledgement copy of the purchase order and return the same to
ABRPL.

24. Distribution of Documents

Invoices and other original despatch documents in case of direct payment and advance copies of
despatch documents in case of thro' Bank payments, shall be sent to the Commercial & Warehouse of
ABRPL individually.
25. Conflict among other terms and conditions

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 In case of conflict between these General Terms & Conditions and any other special or typed
conditions agreed to for a particular Purchase Order, the Purchase Order shall prevail to the extent
applicable.

26. Non Assignment

The Purchase Order shall not be assigned by the vendor to any other party without prior written
permission from ABRPL. In event of procurement of services , selective sub-contracting may be allowed
following transparent techno- commercial selection process with written permission from ABRPL either
as per contractual term or as per execution plan mutually agreed during kick-off meeting.

27. Control Regulations

Vendor shall arrange for supply and despatch in strict conformity with the control regulations
applicable and after obtaining permits, if any, under the regulations in force from time to time.

28. Performance Bank Guarantee

Vendor shall provide Performance Bank Guarantee for 10% (ten percent) of the total contract price
unless otherwise specified. This bank guarantee shall be valid (shall remain in force) for guarantee
period (as mentioned in the guarantee clause), with an invocation period of six months thereafter.
Performance Bank Guarantee shall be given on a non-judicial stamp paper of appropriate value
(currently Rs. 100). Proforma of Bank Guarantee for Indigenous

In case, PBG is not provided by the Vendor, 10% of the total contract price shall be retained in lieu of
PBG, till the expiry of guarantee and claim period.

29. Spare Parts

The vendor must furnish itemized and price list of spare parts required for two year’s operation of
Equipments wherever applicable. The vendor shall provide the necessary cross sectional drawings to
identify the spare parts numbers and their location as well as in interchangeability chart, wherever
applicable. Vendor shall guarantee the supply of spares for minimum 20 years and in the event of
obsolescence or design change shall intimate discontinuation of supply well in advance not less than 6
months to procure spares. Also in case of such discontinuance all drawing, material and manufacturing
process shall be provided to client.

30 Force Majeure

Definition: The term "Force Majeure" means any event or circumstance or combination of events or
circumstances that affects the performance by the vendor of its obligations pursuant to the terms of
this Agreement (including by preventing, hindering or delaying such performance), but only if and to
the extent that such events and circumstances are not within the vendor's reasonable control and
were not reasonably foreseeable and the effects of which the vendor could not have prevented or
overcome by acting as a Reasonable and Prudent person or, by the exercise of reasonable skill and
care. Force Majeure events and circumstances shall in any event include the following events and
circumstances to the extent they or their consequences satisfy the requirements set forth above in this
Clause:

(ii) the effect of any element or other act of God, including any storm, flood, drought, lightning,
earthquake, tidal wave, tsunami, cyclone other natural disaster;

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(iii) fire, accident, or explosion;

(iv) epidemic, plague or quarantine;

(v) air crash, shipwreck, or train wreck;

(vi) acts of war (whether declared or undeclared), sabotage, terrorism or act of public enemy
(including the acts of any independent unit or individual engaged in activities in furtherance of a
programme of irregular warfare), acts of belligerence of foreign enemies (whether declared or
undeclared), blockades, embargoes, civil disturbance, revolution, rebellion or insurrection, exercise
of military or usurped power, or any attempt at usurpation of power; (vi)radioactive contamination
or ionizing radiation;

Notice and Reporting: The Vendor shall as soon as reasonably practicable after the date of commence
of the event of Force Majeure, but in any event no later than seven (7) days after such commencement
date, notify ABRPL in writing of such event of Force Majeure.

Mitigation Responsibility: The Vendor shall use all reasonable endeavors, acting as Reasonable and
Prudent Person, to circumvent or overcome any event or circumstance of Force Majeure as
expeditiously as possible, and relief under this Clause shall cease to be available to the Vendor claiming
Force Majeure if it fails to use such reasonable endeavors during or following any such event of Force
Majeure.

Consequences of Force Majeure. Provided that the Vendor has complied and continues to comply with
the obligations of this Clause, the obligations of the Parties under this Agreement to the extent
performance thereof is prevented or impeded by the event of Force Majeure shall be suspended and
the Parties shall not be liable for the non-performance thereof for the duration of the period of Force
Majeure.

Force Majeure Events Exceeding 60 Days : If an event or series of events (alone or in combination) of
Force Majeure occur, and continue for a period in excess of 60 consecutive days then ABRPL shall have
the right to terminate this agreement, whereupon the Parties shall meet to mitigate the Impediments
caused by the Force Majeure event.

31. Sales Condition

On the issue of Purchase Order after process of tender, vendor waives and considers as cancelled any of
his general sales conditions.

32. New & Unused Materials

All the material supplied by the vendor shall be brand new, unused and of recent manufacture.

33. Limitation of Liability (for Indian & Foreign Bidders)

The aggregate liability of the vendor to the owner (whether bases on contract or tort including
negligence and strict or absolute liability) arising out of or under this contract shall not exceed purchase
price of this contract provided that no such limit shall apply in respect of:

i. Any liability pursuant to vendors indemnity obligations under the contract; or

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ii. Any loss resulting from fraud, intention or willful misconduct or illegal or unlawful acts or omissions
of vendor, its affiliates or any sub-vendor of any Vendor or any of its or their respective officers,
directors, employees, servants of agents; or

iv. Any liability to rectify, repair, restore or replace any materials and / or works or deficiencies therein
in terms of the Contract;

v. Any liability under clause 16.0 of General Purchase Conditions (indigenous) of ABRPL and clause 5.0
of General Purchase Conditions (imports) of ABRPL.

AND provided always that such limitation shall exclude any amounts recovered under any policy (ies) of
insurance taken out and/or maintained by the vendor pursuant to the provisions of the Contract on
behalf of owner.

However, neither party shall be liable to the other party for any indirect and consequential losses on
account of production, revenue or profit.

34. Compliance of regulations

Vendor warrants that all goods Materials covered by this order have been produced, sold, dispatched,
delivered and furnished in strict compliance with all applicable laws, regulations, labour agreement,
working condition and technical codes and statutory requirements as applicable from time to time. The
vendor shall ensure compliance with the above and shall indemnify owner against any actions,
damages, costs and expenses of any failure to comply as aforesaid.

35. Supplier code of conduct

Vendors are requested to sign & return the Supplier Code of Conduct Attached herewith. This
document is essential & binding. Vendor's failure to return this document duly signed along with Bid
Document may result in the bid not being considered for further evaluation.

36. Anti-Competitive Agreements/ Abuse of Dominant Position:

The Competition Act, 2002 as amended by the Competition Amendment) Act 2007 (the Act), prohibits
anti-competitive practices and aims at fostering competition and at protecting Indian markets against
anti- competitive practices by enterprises. The Act prohibits anti-competitive agreements, abuse of
dominant position by enterprises, and regulates combinations (consisting of acquisition, acquiring of
control and M&A) wherever such agreements, abuse or combination causes, or is likely to cause,
appreciable adverse effect on competition in markets in India.

ABRPL reserves the right to approach the Competition Commission established under the Act of
parliament and file information relating to anti-competitive agreements and abuse of dominant
position. If such a situation arises, then Vendors are bound by the decision of the Competitive
Commission and also subject to penalty and other provisions of the Competition Act.

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