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1. Definitions
1.1 The words and expressions shall have the following meanings assigned to them, except where the context requires otherwise:
“Agreement” means this Agreement and Annexure attached hereto;
“Specification” means the documents contained in Annexure including Client’s requirement in respect of design to be carried out and variations to such documents;
“Commencement Date” means the date the Site is handed over to the Contractor;
“Effective Date” means the date of signature of this Agreement
“Time of Completion” means the time for completing the Works as stated in Clause
4.2 calculated from the Commencement Date
“Contractor’s Equipment” means all apparatus, machinery, vehicles, facilities and other things required for the execution of the Works but does not include Materials;
“Materials” means things of all kinds intended to form or forming part of the permanent work;
“Plant” means the machinery and apparatus intended to form or forming part of the
permanent work;
“Site” means the place provided by the Client where the Works are to be executed and any other places provided by the Client as forming part of the Site;
“Variation” means a change to the Specifications and/or Drawings (if any) which is instructed by the Client under Clause 18 ;
“Works” means all the work and design (in any) to be performed by the Contractor including temporary work and any Variation.
2. Scope of Work
Contractor hereby covenants with the Client to execute and complete the said Work as per the drawings attached, inclusive of remedying of any defects therein to the satisfaction of the Site Inspector appointed by the Client. HVAC works shall include design of ducting, air distribution etc. Services for Lighting controls, Audio Video equipment, CCTV, Fire will include coordination with the OEM wherever applicable
Scope of the work is based on the drawing information; therefore drawing is given the priority at all times, but a summary is provide in Annexures I & II
3. Consideration and Payment
3.1 In consideration of the payments referred to the scope of work referred in Clause 2 of the Agreement, the Contractor covenants with the Client to execute and complete the said Work inclusive of remedying of any defects therein to the satisfaction of the Site Inspector for the agreed price.
3.2 The price stipulated in Clause 3.1 shall be payable as follows:
i) 15% as an advance payment upon mobilizing to the site.
ii) The remaining in progressive payments upon completion of agreed tasks on progress basis.
iii) Advance payment shall be made against BG or PDC of same amount.
iv) If the amount is more than INR5,00,000/- Performance Guarantee is required.
4. Commencement of Work and Duration
4.1 The Contractor shall commence the said Work no later than 15 days after signing this tender/contract.
4.2 The Contractor shall complete the works within 3 months from the commencement date.
4. If the contractor cannot achieve the milestones in section 4.1and 4.2 then the contract can be terminated and the contractor will only be paid what has been completed and handed over by the day of termination.
5. Client’s Responsibilities
5.1 The Client shall provide the Site and the right of access thereto.
5.2 The Client shall, if required by the Contractor, assist him in applying for permits, licenses and approvals which are required for the Works.
5.3 The client has to set the bench mark.
5.4 The Client shall notify in writing to the Contractor the name of the Site Inspector whose responsibilities and authority is stipulated in this Agreement. Client shall provide electricity, water and storage. All waste/malba/debris shall be disposed off to NDMC approved/designated places only.
6.1 The Contractor shall carry out the Works properly in accordance with the Agreement.
The Contactor shall provide all supervision, Labour, Plant and Contractor’s Equipment which may be required.
6.2 The Contractor shall accept all instructions given to him by the client and shall make all possible efforts to ensure the buildings are fully completed on time and for each milestone.
6.3 The Contractor shall use materials in accordance to the specifications as stated in the scope.
6.4 The Contractor shall execute the design to the extent specified as referred to on the drawings and specifications.
6.5 The Contractor shall be responsible for keeping unauthorised persons off the Site and authorised persons shall be limited to the Contractor’s personnel and the client’s personnel, and any other personnel notified to the Contractor by the Client.
6.6 The Contractor shall at all times take all reasonable precautions to maintain the health and safety of the Contractor’s Personnel. The contractor shall prepare and submit a completion report. The contractor shall submit Operation Manuals wherever applicable.
The Contractor shall not have the right to assign or sub-contract the benefit and obligations of this Agreement or any party thereof. The Contractor may, with the written prior consent of the Client, sub-assign or sub-contract any part of his duties hereunder to a specialized person, firm or Client on terms to be approved in writing by the Client provided that the Contractor shall remain liable for the performance and any liabilities arising from and out of such assignment or sub-contracting of benefit and obligations. Further, the Contractor shall be responsible for all payments to his contractors and their employees.
8. Site Inspector
8.2 The Contractor shall comply with any rules, regulations, directives, guidelines, instruction and procedures which Statues, Local Authorities or Client may from time to time impose for the purpose of carrying out the Work.
The Contractor shall take full responsibility for the care of the Works from the Commencement Date until the date of handing over, responsibility shall then pass to the Client. If any loss or damage happens to the Works during the above period, the Contractor shall rectify such loss or damage so that the Works conform to the Agreement.
10.1The Contractor shall indemnify and keep indemnified the Client against all losses and claims in respect of death or injury to any person including any third party and/or loss of or damage to any property, including third party property which may arise out of or in consequence of the of the execution and completion of the said Work and the remedying of any defects therein, and against all claims, proceedings, damages, costs, chargers and expenses whatsoever in respect thereof on in relation thereto.
10.2The Contractor shall take all necessary and required precautions to avoid any kind of damage to the surrounding immovable and movable properties and personnel and the Contractor shall indemnify and the Client of any such claims and undertake to make good all work disturbed to the entire satisfaction of the Client and or any third party.
11.1The Client shall not be liable for or in respect of any damages and or compensation payable to any workman or other person in the employment of the Contractor or any subcontractor. The Contractor shall indemnify and keep indemnified the Client against all such damages and compensation, and against all claims, proceedings, damages, costs, chargers and expenses whatsoever in respect or in relation thereto.
11.2The Contractor shall indemnify the Client for any negligence and or fraud and or any act or omission on the part of the employees, agents and so sub-contractors of the Contractor.
12.1The Contractor shall at its own cost, remove all waste materials, debris and rubbish generally at the earliest opportunity and shall at all times maintain the Work and surrounding in a neat and tidy conditions as directed by the Site Inspector.
12.2Upon completion of any part or section of the said Work, the Contractor shall clear and remove from such part of the Site all equipment, surplus material, rubbish and temporary works of every kind, and leave such part of the site and the said Work clear and in workman like condition to the satisfaction of the Site Inspector.
13.1The Contractor shall employ in addition to skilled and unskilled labour, civil engineer or Site Supervisor for the execution of the said Work and the Contractor shall supervise and ensure that their performance and workmanship conform to the provisions of this Agreement and good engineering practice.
13.2The Contractor shall provide at all times the necessary management and supervision during the execution of the said Work through technically competent personnel.
14.1The Client may within 5 days after handing over of the work by the Contractor, notify the Contractor of any defects or outstanding work. The Contractor shall remedy at no cost to the Client any defects due to the Contractors design, Materials, Plant, or workmanship not being in accordance with the Agreement.
14.2The cost of remedying defects attributed to any other cause shall be valued as a Variation. Failure to remedy any defects or complete outstanding work within a reasonable time of the Client’s notice shall entitle the Client to carry out all necessary work at the Contractor’s cost.
If the Contractor fails to complete the Work and hand over the same to the Client within the Time of Completion, save where the delay is caused by force majeure or any other reason duly accepted by the Client in accordance to terms hereto, then the Contractor shall pay to the Client at the rate of 0.1% [ Point one percent] of the contractual amount per each day of delay.
16.1The Contractor shall notify the Client when he considers the Works are complete.
16.2The Client shall take over the Works upon the issuance of the notification thereto. The Contractor shall promptly complete any outstanding work and clear the Site.
17.1The Client may instruct Variations. Variations instructed as such shall be valued at a sum price agreed between the Parties.
17.2 A Party shall notify the other as soon as either party is aware of any circumstances which may delay or disrupt the Works, or which may give rise to a claim for additional payment. The Contractor shall take all reasonable steps to minimize these effects.
17.3 The Contractor’s entitlement for extension of the Time for Completion or additional payment shall be limited to the time and payment which would have been due if he had given prompt notice and had to take all reasonable steps.
17.4The Contractor shall submit to the Client an itemized make-up of the value Variations and claims within 7 [seven] days of the instruction or if the even giving rise to the claim. The Client shall check and consent to the value in writing. In the absence of such agreement, the Client shall determine the value.
Without prejudice to any other rights either Party may possess under this Agreement, either party shall be entitled to terminate this Agreement by serving a notice of not less than 15 [Fifteen] days on the other party if the defaulting party persistently or deliberately fails to remedy any default on its part without any justifiable excuse therefore within 5 [Five] days of having being requested to remedy the same.
The client have the right to terminate the contract if the contractor does not meet the miles stones in this contract or if the contractor does no commence the works as per this contract, by notifying the contractor in writing within 15 days of the breaching of a mile stone.
19.1A Party shall be excused from performing his obligations under this Agreement if his performance is restricted or prevented by a natural cause beyond his control, which shall be limited to Acts of God, storm, tempest, flood, war, insurrection and civil commotion. Performances shall be excused only to the extent of and during the reasonable continuance of such disability.
19.2Subject to the Party so delaying promptly notifying to the other Party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such Party’s obligations shall be suspended during the period that the said circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay.
The failure by any Party to exercise or enforce in any instance any of the terms or conditions of this Agreement, or to insist upon strict performance by the other Party Of any of the provisions of this Agreement, shall not constitute or be deemed a waiver of that Party’s rights under this Agreement.
Both Parties hereto agrees that it shall comply with all applicable laws, rules and regulations in the performance of its obligations or receipt of services under this Agreement, including the procurement of permits and certificates where required.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.
Any dispute which may arise between the Parties concerning this Agreement which cannot be amicably settled shall be determined by Indian Courts and shall be subject to exclusive jurisdiction of the Indian Courts.
18.1 This Agreement and Annexure attached hereto constitutes the entire understanding between the Parties relating to the subject matter herein contemplated and merges all prior discussions and writings between them.
18.2 This Agreement shall be executed simultaneously in two original copies, each of which when executed and delivered shall constitute an original, but all copies shall together constitute but one and the same instrument.
Any amendments to this Agreement shall be made in writing and executed by both Parties to this Agreement.
All notices, requests, demands or other communications to or upon the respective Parties to this Agreement shall be in English or in Hindi and shall be deemed to have been duly given or made when delivered personally or by registered letter or by facsimile to the other Party at the addresses set out below or at such other address as the Party concerned may hereafter specify to the other in writing or, in the case of facsimile, to the published number of the addressee:-
Each Party represents and warrants to the other Party that each has the legal and financial capacity to enter into and perform this Agreement and all the transactions and undertakings contemplated herein.
The defects liability period is 365 days from Handover.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
