ANNEXURE-2

HINDUSTAN AERONAUTICS LIMITED

MCSRDC Division
Marathalli Post
Bangalore - 560 037 INDIA
COMMERCIAL TERMS AND CONDITIONS (FOR INDIGENOUS SUPPLIER) OF TENDER - PART OF TECHNICAL BID
Tender Ref. No. MC/S461/2038/23/1
Name of Work: Schematic Drawing, PCB Layout, Gerber File Generation and PCB Analysis for VCM

Type of Bid: Two Bid System

Name of the Vendor/ Firm:

Quotation Ref. No.:

PLEASE INDICATE YOUR RESPONSE/ COMPLAINCE/ ACCEPTANCE TO THE FOLLOWING TERMS (MANDATORY) AND UPLOAD AS A PART OF TECHNICAL BID

Sl. Vendor Compliance

RFQ terms & conditions (remarks wherever required)
No

PART – I
Tender Due Date:
1 The due date for submission of quote is as indicated in RFQ through e-procurement mode only.

Validity of the Quotation:

2 Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a minimum of 90 days from the closing
date of enquiry and the materials / service offered should be perfectly kept under provisional reservation for this quotation.
Submission of Tender:
a) Response to bid through HAL e-Procurement portal should be uploaded in the e-Portal only.
Bid submitted by bidder’s authorized dealer / distributor/channel partner should accompany with ink signed / digitally signed authorization
letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered as
3 unsolicited.
b) Vendors should ensure the bids are submitted as per RFQ well before due date and time of tender. Vendor may note technical bid should
include technical aspects only. If prices are indicated in the technical bid or attached as a part of technical bid even in the form of PDF, the
offer will not be considered for evaluation.

Late Tender:
a) Bid received after the due date and time specified in the tender shall be considered as late tender and will not be considered. HAL e-portal
4 does not allow submission of Tender after the expiry of due date and time of the RFQ.
b) HAL will not be responsible for inability of bidder to upload the tender documents in e-procurement.
c) HAL reserves the right to reject late or incomplete tender.

Opening of Tenders:
5 In respect of two bid system, technical bid will be opened on the tender opening date as indicated in the main RFQ. After technical evaluation,
the Commercial bids of those bidders who are technically acceptable will be opened.
Tender Evaluation:
a) L-1 (Lowest Bid) will be decided based on Package wise basis i.e.,based on total price quoted for all the Line items combined as per Price
Bid (Annexure 4).

b) Bid with lowest price conforming to the specification will be considered for placement of Order. Appropriate loading shall be done on
quoted prices in case bidder(s) deviate/non-comply with clauses such as Liquidated Damages, Security Deposit (SD) and Payment terms.
Vendor with lowest price will be considered for placement of order after considering all taxes and charges (i.e., landed price) and after loading
(if there is/are deviation(s)).

6 c) If two or more bidders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on
revised L-1 offer. If same situation prevails then HAL reserve the right to place order on any of them.

d) If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders on L1 price.

e) Conditional discounts will not be considered in evaluation of tender.

f) Applicability of the Taxes (IGST/CGST etc.) should be explicitly indicated by the bidder in his response either in percentage or in absolute
terms. In the absence of this input the offer would be considered all inclusive.

Conflict of Interest:
Any bidder having a conflict of interest, which substantially affects fair competition, shall not be eligible to bid in this tender. Bids found to have
a conflict of interest shall be rejected as nonresponsive. A bidder in this Tender Process shall be considered to have a conflict of interest if the
bidder:
a) directly or indirectly controls, is controlled by or is under common control with another Bidder; or
b) receives or have received any direct or indirect subsidy/ financial stake from another bidder; or
c) has the same legal representative as another bidder for purposes of this bid. A Principal can authorize only one representative, and the
representative also should not represent or quote on behalf of more than one Principal. However, this shall not debar more than one
Authorised distributor from quoting equipment manufactured by an Original Equipment Manufacturer (OEM), in procurements under
Proprietary Article Certificate; or
d) has a relationship with another bidder, directly or through common third parties, that puts it in a position to have access to information about
or influence the bid of another Bidder or influence the decisions of the Procuring Entity regarding this Tender process; or participates in more
than one bid in this tender process; or
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e) Participation in any capacity by a Bidder (including the participation of a Bidder as sub-contractor in another bid or vice-versa) in more than
one bid shall result in the disqualification of all bids in which he is a party. However, this does not limit the participation of a non-bidder firm as
a sub-contractor in more than one bid; or
f) would be providing goods, works, or non-consulting services resulting from or directly related to consulting services that it provided (or were
provided by any affiliate that directly or indirectly controls, is controlled by, or is under common control with that firm), for the procurement
planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of
Reference (ToR)/ Activity Schedule/ schedule of requirements or the Tender Document etc.) of this Tender process; or
g) has a close business or family relationship with a staff of the Procuring Organization who:
i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of
bids; or
ii) would be involved in the implementation or supervision of resulting Contract.
 Parallel Arrangement:
8 Any Order awarded to the successful bidder as a result of this tender, will be on non-exclusive basis. HAL reserves the right of entering into
parallel contract(s)/ release parallel Order(s) with any other firms now or hereafter

Goods and Services Tax (GST):

I. GST Registration Status:
i) All the bidders/ Bidders should ensure that they are GST compliant and their quoted tax structure/ rates as per GST Act/ Rules. Bidder
should be registered under GST and furnish GSTIN number and GST Registration Certificate in their offer unless they are specifically
exempted from registration under specific notification/ circular/ section/ rule issued by statutory authorities.
ii) GST Registration Number (15-digit GSTIN):
If the bidder has multiple business verticals in a state and has separate registration for each vertical, the GSTIN of each vertical is concerned
with the supply and service involved, as per the scope of Schedule of Requirements and Price Schedule quoted. If the supply/ service
provided is from multiple states, the bidder should mention GST registration numbers for each state separately.
iii) Composition scheme:
If the Bidder has opted for a composition levy under Section 10 of CGST, he should declare the
fact while bidding along with GSTIN and GST registration certificate.
iv) Exemption from Registration:
If a bidder is not liable to take GST registration, i.e., having turnover below threshold, he shall submit undertaking/indemnification against tax
liability. Bidder claiming exemption in this respect shall submit a valid certificate from practising Chartered Accountant (CA)/ Cost Accountant
with Unique Document Identification Number (DIN) to the effect that Bidder fulfils all conditions prescribed in notification exempting him from
registration. Such bidder/ dealer shall not charge
any GST and/ or GST Cess in the bill/ invoice. In such case, applicable GST shall be deposited under Reverse Charge Mechanism (RCM) or
9 otherwise as per GST Act by the Procuring Entity directly to concerned authorities. Bidder should note that his offer would be loaded with the
payable GST under the RCM. Further, Bidder should notify and submit to the Procuring Entity within 15 days from the date of becoming liable
to registration under GST.

II. HSN Code and GST Rate:

i) HSN (Harmonized System of Nomenclature) code for the goods provided in this Tender Document is only indicative. It shall be the
responsibility of Bidder to ensure that they quote the exact HSN Code and corresponding GST rate for the goods being offered by them.
ii) As per the GST Act, the bid and contract must show the GST Tax Rates (and GST Cess if applicable) and GST Amount explicitly and
separate from the bid/contract price (exclusive of GST). If the price is stated to be inclusive of GST, the current rate included in the price must
be declared by the bidder.
iii) If a Bidder asks for GST (and GST Cess if applicable) to be paid extra, the rate and nature of such taxes applicable should be shown
separately. Bidders should quote 'GST' if payable extra on the total basic rate of each cost element and quote GST in ‘%' inclusive of cess.
iv) If GST, other taxes, duties are not specified, or column is left blank in the price schedule, it shall be presumed that no such tax/ levy is
applicable or payable by the Procuring Entity.
v) The supply of commodities or services or both, if imported into India, shall be considered as supply under inter-state commerce/ trade and
shall attract integrated tax (IGST). The IGST rate and GST cess shall be applicable on the ‘Custom Assessable Value’ plus the ‘Basic
Customs duty applicable thereon’

Arbitration:
a) Clause for other than DPSUs or PSUs:
All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this
Contract or the breach thereof shall be settled by Arbitration in accordance with the Rules of Arbitration of the Indian Council of Arbitration or
International Centre for Alternative Dispute Resolution (ICA/ICADR) and the award made in pursuance thereof shall be binding on the parties.
The provisions of the Arbitration and conciliation Act 1996 or any statutory modifications thereof shall apply to such legislation

b) Clause for DPSUs or PSUs:

In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between
Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations
(excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such disputes or differences shall be taken up by
10 either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No.
05/0003/2019-FTS-10937 dated 14-12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties.

c) Applicable only for MSEs:

The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro
or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under
Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006,
these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996 and its statutory modifications thereof.

Eligible Goods & Services:

a) Country of Origin:
11 The term “origin” used in this clause means the place from where the Services (and incidental Goods, including subcontracted components)
are arranged and delivered, or manufactured.

b) Bidder’s country which shares a land border with India:

Any bidder from a country, which shares a land border with India will be eligible to bid in this tender only if the bidder is registered with the
Competent Authority (i.e. the registration committee constituted by the Department for Promotion of Industry and Internal Trader (DPIIT).
However, the bidders from those countries (even if sharing a land border with India) to which the Government of India has extended lines of
credit or in which the Government of India is engaged in development projects are not required to register with Competent Authority and will
be eligible to bid in this tender.
Bidder from a country, which shares a land border with India, for the purpose of this Order means:-
i) An entity incorporated, established or registered in such a country; or
ii) A subsidiary of an entity incorporated, established or registered in such a country; or
iii) An entity substantially controlled through entities incorporated, established or registered in
11 such a country; or
iv) An entity whose beneficial owner is situated in such a country; or
v) An Indian (or other) agent of such an entity; or
vi) A natural person who is a citizen of such a country; or
vii) A consortium or joint venture where any member of the consortium or joint venture falls under any of the above.
Unless otherwise stipulated in the Contract, country of origin of ‘Services’ and related ‘Goods’ under the contract shall have their origin in India
or other countries and must conform to the declaration, made by the Supplier in its bid regarding but not limited to any restrictions on certain
countries with land-borders with India.
The successful bidder shall not be allowed to sub-contract works to any contractor from a country, which shares a land border with India
unless such contractor is registered with the Competent Authority.
 c) Minimum Local Content:
Minimum Local content (Make in India Policy):
The ‘local content’ requirement to categorize a supplier as ‘Class-I local supplier’ is minimum 50%.
For ‘Class-II local supplier’, the ‘local content’ requirement is minimum 20%. Nodal Ministry/ Department may prescribe only a higher
percentage of minimum local content requirement to categorize a supplier as ‘Class-I local supplier/ ‘Class-II local supplier’. For the items, for
which Nodal Ministry/ Department has not prescribed higher minimum local content notification, it shall be 50% and 20% for ‘Class-I local
supplier’/ ‘Class-II local supplier’ respectively.
Please refer the document - "Appendix_A_Purchase_Pref_Policy" for policy details
Please indicate details of Local content and Category in Annexure-3 of RFQ

That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor Certificate might have also indicated MLC as per their
certification. In case there is difference in those values, the lowest of them will be considered as the applicable MLC & the offer will be dealt
accordingly. Other MLC information will be treated as invalid.
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Supplier’s status as MSEs:
It is relevant to note that as per Government of India direction, the aspect of MSEs policies also included in the tender and the same is
covered in the other terms & conditions which are part of RFQ.
The aspect as indicated below would be applicable for procurement which falls under indivisible category.
a) As per the Policy, Micro and Small Enterprises (MSE) Following shall be followed subject to the quoted price of MSE falls within the price
band of L1+15% and such MSE agrees to match with L1 price (where L1 is non-MSE vendor):
i. In case the tendered item fall under splitable/divisible category, the MSE shall be allowed to supply 25% of total tendered quantity.
ii. In case the tendered item fall under non-splitable/ non-divisible category, the MSE shall be allowed to supply 100% of total tendered
quantity.

Concurrent application of public procurement policy for both MII and MSE shall be governed as per the OM vide No. F.1/4/2021-PPD dated
18/05/2023 from PPD, DoE, MoF.

Non-conformities between Figures and Words:

In case of non-conformities/errors are observed in responsive tenders between the quoted prices in figures and in words. The same shall be
resolved in the following manner, discretion of HAL in this regard is Final:
i) If, in the price structure quoted for the required goods / services, there is discrepancy between the unit price and total price (which is
obtained by multiplying the unit price by the quantity), the unit price shall prevail and the total price corrected accordingly;

12 ii) If there is an error in a total corresponding to the addition or subtraction of sub-totals, the sub-totals shall prevail and the total shall be
corrected; and

iii) If there is a discrepancy between words and figures, the amount in words shall prevail.
Such a discrepancy in an offer should be conveyed to the bidder asking him to respond by a target date and if the bidder does not agree to
HAL's observation, then the bid is liable to be rejected.

PART – II
A Clauses with regard to Supplies:
Packing:
The Vendor will be held responsible for the stores being sufficiently and properly packed for tropical storage and for transport by rail, road, sea
or air so as to ensure their being free from loss or injury on arrival at their destination. The packing and marking of packages shall be done by
1 and at the expense of the vendor. Each package shall contain a Packing Note quoting Purchase Order number and date showing its contents
in detail. Each shall be properly marked with Purchase Order No., Consignee’s name & address, packagehandling instructions etc. The
package shall have adequate provision for handling during transit.
Receipt & Despatch:
The Vendor is responsible for obtaining a clear receipt from the Transport Authorities specifying the goods dispatched. He will not book any
2 consignment on a said to contain’ basis. If he does so, he does it on his own responsibility. HAL will take no responsibility for short deliveries
or wrong supply of goods when the same are booked on said to contain’ basis. HAL shall pay for only such stores as are actually received by
them in accordance with the contract.
Quantity:
a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise,
3 conversion data must be furnished.
b) HAL reserves the right to order quantity less than indicated in the enquiry/ quoted for by bidder, at the prices quoted, without any reference
to the bidder

Quality & Workmanship:

1) Generally the stores shall be of the best quality and workmanship. Contractor shall comply with the contract in all respects be to the
satisfaction of HAL. Where tenders are called for in accordance with ‘particulars’, the contractor’s tenders to supply in accordance with such
`particulars’ shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and no claim on his
part which may arise on account of non-examination or insufficient examination of the ‘particulars’ will in any circumstances be considered.
4 The contractor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly
specified in the Purchase Order.

2) TheStores/Goods supplied shall conform to the standards, if mentioned in the TechnicalSpecifications, or, where no applicable standard is
mentioned, to the authoritative standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the
concerned institution.
 Inspection, Consequences of Rejection:
The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s decision as regards
acceptance/rejection of goods shall be final and binding between the parties. (In case of Plant & Machinery, goods shall be finally inspected &
accepted only after successful commissioning)
If any stores are rejected, then HAL shall be at liberty to:
a) Either:
i) Allow the contractor to re-submit stores in replacement of those rejected within a time specified
by HAL, the contractor bearing the cost of freight in such replacement without being entitled to
any extra payment, (or)
ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the contractor without effecting the
contractor's liability as regards the supply of any further consignments due under the contract, (or)
iii) Terminate the contract and recover from the contractor the loss HAL may thereby incur. The contractor shall not be entitled to any gain on
5 the repurchase,

b) Any stores rejected by HAL’s Inspector must be removed by the contractor within 14 days from the date of receipt of intimation of rejection
and at his own cost, failing which the contractor shall be liable to pay storage charges at 1% for each day of delay on the invoice value of the
stores. If the stores are not removed within a month from the date of intimation of rejection, the stores will be liable, to be sold by HAL at the
contractor’s risk and responsibility and the proceeds adjusted towards storage charges.

c) In case any payment is made against delivery and it is found that the supplied item is rejected during inspection/commissioning, contractor
will be required to choose any one of the following options to collect the rejected item for replacement:
i) Refund the amount paid and collect the item for replacement.
ii) Submit a Bank Guarantee for the amount already paid and collect the item for replacement.
iii) Bring the replacement item to HAL and collect the rejected item.

Deliveries, Consequences of Breach:

The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and
delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the Vendor fail to deliver the stores or
any consignment thereof within the period prescribed for such delivery, HAL shall be entitled at their option:
a. To recover from the Vendor as per liquidated damages, and not by way of penalty, a sum of 0.5% of the price of any stores which the
contractor has failed to deliver as aforesaid, for each week or part thereof during which the delivery or such stores may be in arrears subject to
a maximum of 10% of the price of the stores in default (or)
6
b. To purchase elsewhere, with or without notice to the Vendor on the account and at the risk of the Vendor, the stores not delivered or others
of a similar description (where other exactly complying with the particulars are not available), HAL’s decision in this respect will be final (or)

c. To terminate the contract in the event of action being taken under Para – (a) & (b) above, the Vendor shall be liable for any loss which HAL
may sustain on the account, but the Vendor shall not be entitled to any gain on repurchases made against default.

Extension of Time:
If an extension is desired by the Vendor/Supplier, then Vendor/Supplier shall apply for extension of time to HAL
7 at least 15 days prior to the date of delivery without prejudice to the rights of HAL, then HAL may grant extension of time for any cause which
HAL may deem proper and the decision of HAL in this respect to be final and binding and cannot be questioned in any manner whatsoever.

B Clauses related to available Recourse for Breach by Supplier:

Liquidated Damages:
In the event of an order, we reserve the right to collect a sum of 0.5% per week (on basic cost only excluding taxes & duties, if such details are
furnished separately in the bid submitted) of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on
1 the undelivered part of the order.
Note: In case bidders does not agree with Liquidated Damages, loading factor to the extent of LD not agreed shall be considered while
preparing Price Comparative Statement and offer will be evaluated accordingly.
Penalties for Misdemeanours:
(Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful
bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.)

Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL
concludes that a (prospective) bidder/ Supplier directly or through an agent has committed a misdemeanor in competing for the tender or in
executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following:

a) If Bidder/s bids are under consideration in any procurement:

2
i) Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security.
ii) Calling off of any pre-contract negotiations, and;
iii) Rejection and exclusion of Bidder from the Tender Process

b) If a contract has already been awarded:

i) Termination of Contract for Default and availing all remedies prescribed thereunder;
ii) Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement;
iii) Recovery of payments including advance payments, if any, made by the HAL along with interest
thereon at the prevailing rate;
c) Remedies in addition to the above:
i) In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it
shall be lawful on his part to:
File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-
competitive practices;
ii) Initiate proceedings in a court of law against Bidder or any of its successors, under the Prevention of Corruption Act, 1988 or the Indian
Penal Code or any other law for transgression not addressable by other remedies listed in this sub-clause.
iii) Remove Bidder or any of its successors from the list of registered suppliers for a period not exceeding two years. Suppliers removed from
the list of registered vendors or their related entities may be allowed to apply afresh for registration after the expiry of the period of removal.
iv) Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible.
2 v) Debar a bidder/ Supplier from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall
automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand
similarly debarred:
HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period
not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their
website.
HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the
date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.
 Exit Clause:
Exit criteria: The contract/order may be terminated under the following circumstances:
i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found
to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract
shall be terminated with 03 months advance notice without any financial implication to Buyer.
Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical
practices, they shall be barred from participating in the future contracts for a period of 02 years.
ii) If there is change in Buyer requirement, contract shall be terminated with 03 months advance notice. The liability of Buyer in this case will
be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following:
3 a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other
Seller fully take over the balance work. (If applicable)
b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data
produced or acquired by Seller specifically for the Product being terminated.
c) Supply of products and its components / spares at least for a period of 10 years from the date
of such termination.
iii) The Seller is declared bankrupt or becomes insolvent.
iv) The delivery of material is delayed due to causes of Force Majeure by more than 06 months.
v) Based on the decision of the Arbitration Tribunal

a) Termination for Default of Seller or for other reasons:

HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Supplier, in any of the following
cases:-
a) The work is delayed or cancelled for causes attributable to force majeure.
b) The requirement is withdrawn by HAL’s Customer.
c) The Supplier is declared bankrupt or becomes insolvent.
d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent.
e) As per decision of the Arbitration Tribunal.
f) In case any part of the Order is subcontracted by the Supplier without prior permission of HAL.
g) If the performance of the Supplier is not found satisfactory during the execution of work.
In any of the above stated case, no claim of damage etc., by the Supplier will be allowed.

4 b) Termination for Default of Either of the Party (mutual termination):

Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the other Party, in any of
the following cases:-
a) The work is delayed or cancelled for causes attributable to force majeure.
b) The requirement is withdrawn by the end Customer.
c) Either of the Party is declared bankrupt or becomes insolvent.
d) It is noticed that either of the Party has violated/breached the Integrity.
e) As per decision of the Arbitration Tribunal.
f) Either of the Party has assigned the contract to a third party without prior permission from other
party.
g) If the performance of either of the Party is not found satisfactory to the other Party during the
execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

Insolvency:
If Supplier enters into liquidation, whether compulsory or voluntary (other than amalgamation or reconstruction with another party taking over
all its rights as well as commitments) or becomes insolvent or suffers a receiver of the whole or part of its asset to be appointed,
i) Shall forthwith notify the same to HAL and the HAL shall have the right without prejudice to his other rights or remedies to terminate the
unexecuted part of this Contract.
ii) In such an event, HAL shall become entitled forthwith to get the refund within 30 days of all the advance payments received by Supplier and
5
expenditure incurred by as a part of its obligations under this contract it has not fulfilled.

In such an event if applicable, Supplier is liable for return of any materials/items (including drawings, designs etc) to HAL, which are held at his
end as a part of the obligations under this contract.

Indemnity:
The successful bidder/Supplier shall defend, indemnify and hold HAL harmless from and against all actions, causes of action, liabilities,
6 claims, suits, judgment, liens, awards, damages of any kind and nature whatsoever and expenses and costs of litigation to the extent such
claims arise out of infringement of any IPR, patent, copyright, trademark or involve wrongful use of trade secret or confidential information or
negligence attributable to the Supplier.

Appropriation:
Whenever under this contract any sum of money is recoverable from any payable by the contractor, HAL shall be entitled to recover such sum
by appropriating in part or whole by deducting any sum then due or which at any time thereafter may become due to the contractor in this or
7 any other contract entered by HAL as a whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should
this sum be not sufficient to cover the full amount recoverable, the contractor shall pay to HAL on demand the remaining balance due.

Risk purchases:
The Supplier will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms
8 and conditions of respective orders. In case the Supplier fails to execute the order either in terms of quality or in quantity, HAL reserves the
right to procure from elsewhere at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by the
Supplier.

C Mandatory Clauses as per Ministry or Govt. of India:

Bribes and Gifts
Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or his parties, agent or servant or any one
on his or their behalf to any officer, servant, representative or agent of HAL or any person on his or their behalf in relation to the obtaining or to
the execution of this or any other contract with HAL shall in addition to any criminal liability which the Vendor may incur, subject to the Vendor
1 to the cancellation of this and all other contracts with HAL and also to payment of any loss or damage resulting from any such cancellation
thereof. Any question or dispute as to the commission of any offence under the present clause shall be settled by HAL in such manner and on
such evidence or information as they may think fit and sufficient and their decision shall be final and conclusive.

Immunity to Government of India

It is understood and agreed that the Government of India is not a party to this agreement and has no
liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and
authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles Contract Law. The vendor
shall agree, acknowledge and understand that HAL is not an agent, representative or delegate of the Government of India. It is further
2
understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other
wrongs arising out of the contract. Accordingly, vendor expressly waives releases and foregoes any and all actions or claims against the
Government of India arising out of this contract, not to sue the Government of India as to any manner, claim, and cause of action or thing
whatsoever arising out of or under this agreement
 Agents/Agency Commission
(Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the said contract. In case, if someone claims
and interacts with the vendors it shall be duty of the vendors to bring such instances to the notice of HAL Management).
The Seller confirms and declares to the Buyer that the Seller is the original manufacturer or authorized
distributor/stockist of original manufacturer or Govt. Sponsored/ Designated Export Agencies (applicable in case of countries where domestic
laws do not permit direct export by OEMs) of the stores referred to in this offer/contract/Purchase order and has not engaged any individual or
firm, whether Indian or Foreign whatsoever, to intercede, facilitate or in any way to recommend to Buyer or any of its functionaries, whether
officially or unofficially, to the award of the contract/purchase order to the Seller; nor has any amount been paid, promised or intended to be
paid to any such individual or firm in respect of any such intercession, facilitation or recommendation. The Seller agrees that if it is established
at any time to the satisfaction of the Buyer that the present declaration is in any way incorrect or if at a later stage it is discovered by the Buyer
3 that the Seller has engaged any such individual/firm, and paid or intended to pay any amount, gift, reward, fees, commission or consideration
to such person, party, firm or institution, whether before or after the signing of this contract/ purchase order, the Seller will be liable to refund
that amount to the Buyer. The Seller will also be debarred from participating in any RFQ/ Tender for new projects/program with Buyer for a
minimum period of five years. The Buyer will also have a right to consider cancellation of the Contract/Purchase order either wholly or in part,
without any entitlement or compensation to the Seller who shall in such event be liable to refund all payments made by the Buyer in terms of
the Contract/ Purchase order along with interest at the rate of 2% per annum above LIBOR (London Inter-Bank Offer Rate) (for foreign
vendors) and Base Rate of SBI (State Bank of India) plus 2% (for Indian vendors). The Buyer will also have the right to recover any such
amount from any contracts/ Purchase order concluded earlier with Buyer.

Make In India
Considering the huge and continuous requirement, HAL suggests the successful bidder to explore the possibility of manufacturing of the
offered items in India to promote Govt. of India’s Make in India Policy. At this stage, HAL proposes to buy the systems/ items directly from the
4 bidder for the firm requirement indicated above. However, for anticipated/future requirement, HAL requests successful bidder to submit the
roadmap/proposal for HAL’s review for manufacturing of the offered system/item in India by setting up manufacturing facility in India or through
joint venture in India.
Fall Clause
The price quoted shall be in no event exceed the lowest price at which you sell the supplies or offer to sell supplies of identical description for
similar quantity/terms to any person(s)/ organization including the purchases by any department of the Govt. of India, the State Govt. or any
statutory undertaking of the Govt. of India/ State Govt., as the case may be during the period till the completion of the performance of the order
placed and during currency of the order.
5 If at any time during the said period, the contractor reduces the sales price, sells or offers to sell such
supplies to any person/ organization including the purchaser or any department of Central Govt. or any Dept. of State Govt., or any statutory
undertaking of the Central or State Govt., as the case may be at a price lower than the price chargeable under the contract, Seller shall
forthwith notify such reduction/ sale or offer to sale to the HAL and the price payable under the contract for the supplies supplied after the date
of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

D Dispute Resolution Mechanisms

Settlement of Disputes and Arbitration
a) Below clause is applicable to organizations other than PSUs/ DPSUs:
Amicable Settlement:
Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of
1 this contract or the validity or the breach thereof shall be settled by bilateral discussions.
In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party,
appointed for this purpose.
Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a
notice that such dispute, disagreement or question exists, shall be settled by Arbitration.
Arbitration:
The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent
amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be
consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause
by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its
subsequent amendments from time to time.
In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be
appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding
officer.
1 In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to
nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the
retiring Arbitrator.
The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English.
The award of the Arbitration shall be final and binding between the parties to this Agreement.
Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the
Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal.
Except as may be required by law, neither a party nor its representatives may disclose the existence,
content, or results of any arbitration hereunder without the prior written consent of other party.

b) Applicable only for MSEs:

The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro
1 or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under
Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006,
these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996.
c) Settlement of Disputes and Arbitration with PSUs/ DPSUs:
In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between
Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations
1 (excluding disputes concerning Railways, Income Tax, Customs &Excise Departments), such disputes or differences shall be taken up by
either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No.
05/0003/2019-FTS-10937 dated 14-12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties.

Supply and Payment during Arbitration:

Supply under the contract shall if reasonably possible continue by mutual agreement during the Arbitration proceedings and no payment due
2 to or payable by HAL, will be withheld without reasonable cause and merely on account of the pendency of such proceedings.

Jurisdiction and Governing/Applicable laws:

The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this
contract.
3 This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in
force from time to time.
Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any
manner which will contravene the Laws of India.
D Payment related clauses:
Payment terms applicable for MSMEs:
HAL is registered on TReDS platform (Trade Receivable Discounting Systems), as being promoted by GOI directives. It is suggested that all
1 the MSME Vendors to take note of the same and consider for registration on any TReDS platform and avail the platform services which is
being made available as per Government initiative.
Firm Prices
2 The contract prices will be firm and fixed as per contract terms till execution of contract and exclude subsequent claims or price increases of
any kind.
Payment For Stores/Supplies:
Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer
3 (ECE/RTGS) to the supplier’s bank account as notified to HAL on submission of bills in triplicate. Payment for the stores on each delivery will
be made to the contractor after goods are received and passed by inspection. Normally 30 days will be allowed forinspection afterreceipt of
goods.

Statutory Variation Clause:

Unless otherwise stated in the contract, statutory increase in applicable GST rate only during the original delivery period shall be to Procuring
Entity’s/Buyer account. Any increase in the rates of GST beyond the original completion date during the extended delivery period shall be
4 borne by the Supplier. The benefit of any reduction in GST rate must be passed on to the Procuring Entity/Buyer during the original and
extended delivery period. However, GST rate amendments shall be considered for quoted HSN code only, against documentary evidence,
provided such an increase of GST rates takes place after the last date of bid submission.

E Confidentiality and IPR related clauses:

a) The Supplier shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not
reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The
Purchaser shall hold confidential technical data and information supplied by the Supplier or on behalf of the Supplier and shall not reproduce
any such technical data or information or divulge the same to any third party without prior written consent of the Supplier except as far as may
be necessary for either party to carry out its obligations under this Contract.

b) In the development orders, where technical inputs/assistance is provided to the vendors, the Intellectual
Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items.

c) For the purpose of this Tender/Contract/Agreement, the Bidder/Contractor/ Supplier shall not store, copy or disclose HAL’s data and
1 information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also,
Bidder/Contractor/Supplier agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any
other person or entity or third party and shall safeguard the provided data including from cyber security risks etc.
Bidder/Contractor/Supplier should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of
Tender/Contract/Agreement or early termination of Contract/Agreement and certify that HAL’s data has been deleted permanently.

Note: Non-adherence to this confidentiality clause by the Bidder/Contractor/Supplier shall be treated, as a material breach of this
Tender/Contract/Agreement.
The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

IPR Clause for indemnification of HAL in case of Infringement of Third Party IPR:
HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual
Property Rights. Seller shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising
from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Seller. If HAL or HAL’s
customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third
party, Seller shall within reasonable time at Seller’s own cost either,
i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,
2 ii) replace or modify the Supplies/Services so that it becomes non-infringing or,
iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to seller and
damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof.
Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship,
technical data, drawings, specifications, process information, reports and documented information; and computer software(including without
limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or
recreated), topology of integrated circuits, databases or any other such results of intellectual activity

PART – III
Tender conditions:
a) Any order, resulting from the enquiry, shall be governed by the General Terms and Conditions of Contract of HAL and any party quoting
against this enquiry shall be deemed to have read and understood these terms and conditions and to have quoted subject to these terms and
conditions (Tender Documents as enclosed in this RFQ).
b) When counter terms and conditions have been offered by a tenderer, HAL shall not be deemed to be governed by such terms and
1 conditions unless specific written acceptance thereof has been given by HAL.
c) Any terms & conditions which has not been the part of the bid or Purchase Order, if put forward in subsequent correspondence, shall not be
considered by HAL.
d) Disregard of any instructions, may result in your offer being ignored.
e) Canvassing by tender form, including unsolicited letter on tender submitted or post tender corrections shall render their tenderers liable for
rejection

Price:
The bidder is required to indicate prices against individual items.
a) Price quoted should be on F.O.R. MCSRDC-HAL, Bangalore for delivery at HAL Stores inclusive of all charges including transit insurance.

b) Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees.
2
c) Tenderers should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless
otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any
increase in prices at a later date for ordering lesser quantities will not be agreed to.

Taxes:
3 Rate of GST HSN code/ SAC or any other Tax chargeable should be clearly indicated in the offer / bid as inclusive in the price quoted
or extra. If not indicated, HAL will assume that the rates quoted are inclusive of taxes.
 Delivery Period:

T1: Date when HAL provides the technical inputs to the vendor for 1st iteration.
T2: Date when HAL provides the technical inputs to the vendor for 2nd iteration.

Terms of Payment:
5 In the event of an order, 100% payment within 30 days on receipt and acceptance of individual line item.
Payment will made by RTGS or any other latest Electronic Payment remittance mode.
DOCUMENTS: Following documents where ever applicable should be submitted along with the bid
1. GST Regsitration Certificate
2. HAL Vendor resgistration Certificate
6 3. ECS Mandate
4. MSME Resgistration on UAM portal (if applicable)
5. Authorised Distributor Certificate from OEM (if applicable)

Government e-Marketplace (GeM) registration: Any bidder participating in the tender should also got registered in GeM portal and should
provide GeM seller ID as a part of their offer. In case, such GeM seller ID not provided as a part of their offer, supplier need to take up with
7 GeM Authority for onboarding on GeM portal and provide such details, which will be necessary requirement for placement of order by HAL for
this tender.
Indicate your GeM registration Number
ISO 45001:2018 STANDARD GUIDELINES:
The vendor/Supplier/ contractor shall ensure requirements with respect to ISO 45001:2018 standard guidelines clause A 8.1.4. This includes
equipment’s, installations and materials are safe for use by workers as intended by ensuring:
a) equipment is delivered according to specification and tested to ensure it works as intended
8 b) installations are commissioned to ensure they function as designed
c) materials are delivered according to their specifications
d) any usage requirements, precautions or other protective measures are communicated and made available (E.g. Safety instructions, Hazard
communication Symbols, SDS, Etc.)

9 Debarred/ banned or blacklisted (Yes-Banned; No-Not banned)

Bidders to confirm whether, they have been debarred/ banned/ blacklisted or not
by any Division/ Office of HAL/ PSE/PSU/CPSE/Ministry of Defence or any institutions/offices of State & central GOI.

10 Also upload self certification for not banned status along with bid documents in portal.

If at later stages its been found that your company is banned or blacklisted or if you have provided any false certification, suitable action will be
initiated as deemed fit by HAL.

Please indicate following:

Contact person name

Postal address,
11
email ID for future correspondence / clarifications

and also provide email and phone no of CEO/MD/GM/Proprietor

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