Joint venture agreement between two companies for execution of turn-key projects
Date
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(hereinafter called ?COMPANY? which term or expression shall unless repugnant to the subject or context be deemed to include its successors-ininterest, executors and permitted assigns) of the ONE PART
AND
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(hereinafter called ?CORPORATION? which term or expression shall unless repugnant to the subject or context be deemed to include its successors-ininterest,
executors and permitted assigns) or the OTHER PART.
WHEREAS CORPORATION intends to enter into contracts with diverse Purchasers for execution of turn-key projects in respect to Design, Engineering,
Manufacture, Erection and Commissioning of Coal Handling Plants for Thermal Power Projects (hereinafter called ?the PROJECT?).
AND WHEREAS COMPANY is in possession of extensive technical know-how, processes, formulae and secret techniques and technical information concerning the planning, design engineering, construction, commissioning and operation of such Projects and has at its disposal skilled technical personnel to assist and intending associate with such technical know-how and technical information for execution of such projects.
AND WHEREAS the CORPORATION is desirous of acquiring from COMPANY the said technical know-how, technical information and assistance for the purpose of execution of its various projects for diverse Purchasers and the COMPANY is willing and agreeable to become as associate with and assist CORPORATION in the execution of such Projects by providing to CORPORATION feed-back consultancy services and the necessary technical know-how for the system design, detailed engineering and necessary checking and approval of drawings and documents as per the respective scopes of work defined in the SCHEDULE marked as ANNEXURE hereto.
NOW THEREFORE THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the parties hereto as follows:
1. For the purpose of this Agreement, the terms set forth hereunder (either in the singular or plural from) are defined to men, unless the context requires otherwise, as follows:
(a) ?The Project? means Coal Handing Plants of TPH capacity and above for Thermal Power Projects;
(b) ?The Technical know-how? means and includes?
(i) engineering and manufacturing information available with COMPANY relating to system design, planning, construction, erection, commissioning, testing of such plants as well as information relating to materials used in the manufacture thereof and the manufacturing of engineering technique of the COMPANY being applicable to the operations of the CORPORATION;
(ii) design, engineering blue-prints, plant layout, plans, specifications, drawings, data, information and documents relating to the said project or the plant utilities ;
(iii) technical information and other data whether patended, patentable or not, relating to the said projects, processes, formulae, design or technique of which the COMPANY is the proprietor ;
(iv) any other technical information or instructions as may be considered necessary for the purpose of the installation of the said projects.
(c) The term ?improvements? means future innovations, improvements or modifications relating to the design, production methods, manufacture and testing process of the projects ;
(d) The term ?effective date of the agreement? means the date on which this agreement is executed or deemed to have been executed by the parties hereto;
(e) The term ?date of commencement period of the order? means the date of receipt of technically and commercially clear order by COMPANY from CORPORATION.
2. On and from the effective date on this agreement until its determination in the manner provided hereinafter for all tenders in which CORPORATION will participate or submit its bids, COMPANY shall issue specific tie-up letter of consent on case-to-case basis addressed to CORPORATION signifying its assent to the above association within the scope of the work agreed hereunder in the performance of the contract by CORPORATION, in the event an order will be placed by CORPORATION on COMPANY after receipt or order by CORPORATION from the prospective Purchasers.
3. The COMPANY shall as soon as may be reasonable practicable or as might be stipulated in the order to be placed by CORPORATION upon COMPANY and at the written request of the CORPORATION in that behalf, transmit its technical information to the CORPORATION as set forth in clause 4 hereinafter as also those specified in the ANNEXURE-I hereto.
4. (1) During the term of this agreement and so long as the CORPORATION shall duly perform and observe its obligations hereunder, COMPANY shall provide the CORPORATION with such further information and technical know-how and improvements pertaining to the planning, layout, design, engineering and commissioning of the projects or considering modifications or improvements in or to the said technical know-how or the said project.
(2) Nothing contained in sub-clause (1) of this clause shall be construed as requiring the COMPANY to furnish or disclose to the CORPORATION any information or data which is prohibited from transferring or disclosing by virtue or any restriction or obligation under other agreements or which the COMPANY is prohibited from transferring or disclosing under the laws and regulations for the time being and from time to time in force in the country.
(3) Subject to respective scopes of work agreed hereunder and contained in the ANNEXURE-I hereto, the time and extent of the supply or transfer of the technical information and improvements will be mutually determined by the G : CDD (Vol. 7) 3 progress of the CORPORATION in the process of execution of its various projects from time to time.
(4) The COMPANY confirms that the technical information that will be transmitted by the COMPANY under this agreement is sufficient to permit the execution of the said projects for its diverse clients by CORPORATION as contemplated under the provisions of this agreement.
5. Subject to the availability of sufficient surplus capacity of the COMPANY, the COMPANY undertakes further developments in the original technology in the design and layout and their application in the implementation of the various projects by CORPORATION and to render necessary technical advice and assistance for the adaptation on the designs, drawings and other technical data furnished by the COMPANY to the CORPORATION according to the Indian Standards.
6. (1) The COMPANY shall depute at the request of the CORPORATION its trained technical personnel as and when required by the CORPORATION to assist the CORPORATION in the setting up of the projects and/or commissioning of the plant as also to train the technical personnel of CORPORATION, if necessary.
(2) THE CORPORATION shall bear and pay all travelling, living and medical expenses of all or any of the personnel so deputed by the CORPORATION at the rates as may be settled between the parties at the time or times of placing specific order/s on case-to-case basis.
(3) The technical personnel so deputed by the CORPORATION shall remain employees of the CORPORATION but while working in the project site of the CORPORATION or any other third party, they shall be subject to all the rules and regulations of the CORPORATION or the third party as applicable to their respective employees.
7. (1) The CORPORATION shall communicate to the CORPORATION any new technological improvements in the method or process of project technology received by CORPORATION from the COMPANY and the COMPANY shall have the right to use such modifications or improvements in connection with its own operations in other field.
(2) If the CORPORATION shall obtain any patents or designs on such improvements of modifications in the original methods and technology received from the COMPANY, it shall, as and when called upon by the COMPANY, grant to the COMPANY licence under such patents and designs on such terms and conditions as may be mutually agreed upon.
(3) The CORPORATION shall not, without the consent of the COMPANY, grant any licence to a third party under the said patents except to its subsidiaries or its parent company or other subsidiaries of such parent company.
8. The COMPANY hereby covenants with CORPORATION?
(1) that the COMPANY shall, provided that the COMPANY is entitled so to do, communicate to the CORPORATION any modifications, improvements or additions to the design which the COMPANY may acquire invent make or discover and shall save as hereinbefore provided permit the CORPORATION to use and apply the same in the execution of the contract or contracts that it may enter into with different prospective clients wherein COMPANY will participate ;
(2) that the COMPANY shall from time to time at the request and expense of the CORPORATION send one or more of its employees to the work site of the CORPORATION for the purpose of demonstration the use of any modifications, improvements or additions to the processes as aforesaid which the COMPANY shall have acquired, invented, made or discovered or the use of new materials.
9. The CORPORATION hereby acknowledges the COMPANY?s exclusive rights?
(a) to the layout plans, designs, technical know-how, data and specifications agreed to be provided hereunder to CORPORATION ;
(b) to all copyrights, trade names and patents now or hereafter applied for or granted in connection therewith ; and
(c) to use and the right to license others to use the said layout plans, drawings, designs, technical data and information accruing hereunder to the use thereof by CORPORATION.
10. The CORPORATION recognises and acknowledges the exclusive right of COMPANY to grant this licence and to grant licences to others to use the method and to conduct business with the technical know-how herein agreed to be provided to CORPORATION.
11. Subject to as hereinafter provided the know-how made available pursuant to this agreement shall be retained in strict confidence by CORPORATION and anyone using it under this agreement and shall not be disclosed to or used by any other party, person, company or otherwise for any purpose other than the planning, design, engineering, construction, start-up or preparation of the plant and expansion thereof. The know-how may be disclosed to officers, employees, contractors and sub-contractors of CORPORATION to the extent required in each particular instances for the performance of planning, design, engineering, construction or operation as the case may be PROVIDED that in each case appropriate secrecy shall be maintained including procedure respecting the transmission of information visits to the plant and related matters as may be reasonably required by COMPANY to preserve the confidentiality of and COMPANY?s proprietary rights in the technical know-how and to ensure that the know-how shall not be utilised except as required in the plant and expansion thereof. In the event of a breach or threatened breach by any party to the above-mentioned condition CORPORATION shall take all reasonable steps to prevent any such person from disclosing or using such know-how except as authorised herein.
Notwithstanding the above, COMPANY shall give unrestricted consent upon application in writing by CORPORATION to the disclosure and use of documents and information at any time lawfully required by CORPORATION or by contractors and sub-contractors who shall have lawfully received know-how under the foregoing provisions of this clause in connection with planning, design, engineering and construction of the plant from a third party pursuant to a bona fide licence agreement to the extent that the said agreement shall give CORPORATION or any such contractor or sub-contractor the right to disclose and use such documents and information. The application to COMPANY shall describe the general circumstances of the said licence agreement and the manner in which the documents and/or information overlaps with the know-how.
12. The provision of clause 11 of this agreement relating to confidentiality shall survive the termination of this agreement howsoever caused.
13. All documents prepared by COMPANY in connection with the works are the property and copyright of the COMPANY and CORPORATION shall not be entitled, either directly or indirectly, to make use of such documents for carrying out of any work beyond the scopes of work to which this agreement relates, without the prior approval of COMPANY.
14. The CORPORATION shall not after the termination of this agreement howsoever the same may be terminated, practise or employ or permit or cause to be practised or employed the technical know-how disclosed by the COMPANY to the CORPORATION or the technical knowledge under the provisions of this agreement.
15. The COMPANY shall have the right to terminate this agreement and all rights and licences hereby granted or to be granted upon happening of one or more of the following events :?
(a) if the CORPORATION shall make default in the payment of any monies payable hereunder as and when the same shall become due ; or
(b) if CORPORATION shall become insolvent ; or
(c) if the CORPORATION shall go into liquidation whether compulsory or voluntary except for the purpose of amalgamation or reconstruction ; or
(d) if the CORPORATION shall commit any breach of the agreements and covenants on the part of the CORPORATION herein contained and shall fail to remedy such breach (if capable of being remedied) within............. days after written notice thereof to CORPORATION by COMPANY specifying the nature of the breach. Any such termination shall be without prejudice to the rights of COMPANY to recover any monies due to it under this agreement and to the rights or remedies of either party in respect of any antecedent breach of this agreement. 16. The CORPORATION shall have the right to terminate this agreement if COMPANY fails within............. days after written notice by CORPORATION to comply with one or more of the obligations on the part of COMPANY contained in this agreement to be observed and performed.
17. Upon the termination of this agreement under clause 15 or 16 of this agreement the CORPORATION shall forthwith deliver the COMPANY all drawings, written data and documents of a similar nature supplied by COMPANY and which shall be in the possession or under the control of CORPORATION.
18. Corporation shall supply to COMPANY?
(1) All such plans, specifications and essential details, together with all such pertinent data and technical information with such assistance as shall reasonably be required for the carrying out by the COMPANY of its constractual obligations under this agreement ; and
(2) any other information as may be required by COMPANY relevant to the project.
19. The COMPANY shall exercise all reasonable skill, care and diligence in the discharge of the duties agreed to be performed by them, and in so far as any of their duties are discretionary, shall act fairly as between the client and the contractor. Except in an emergency or as may be required by CORPORATION, the COMPANY shall not, without the prior approval of CORPORATION, authorize any modification of the works involving a substantial extra cost.
20. Subject as hereinafter provided none of the parties to this agreement may assign any of its rights or obligations hereunder without the consent in writing of the other PROVIDED that any party may assign all (but not part) of its rights and obligations hereunder to a subsidiary of the assignor or to the assignor holding company or to a subsidiary of the assignor?holding company on the condition that in the case of any such assignment the assignor shall remain fully liable for the performance of its obligations hereunder and on condition that any such assignee shall assume all of the obligations of the assignor hereunder. For the purposes of this agreement the expressions ?subsidiary? and ?holding company? shall respectively bear the meanings as ascribed thereto by section 4 of the Companies Act, 1956.
21. It shall be lawful for COMPANY at any time to take feed-back consultancy services from any person, firm or company having specialised knowledge or technical know-how on the job or pertaining to any aspect of the work covered by this agreement.
22. This agreement shall not operate to constitute either party as the partner, agent or representative of the other and the parties hereto will not represent themselves as such agent for each other nor represent themselves as having any power or authority to incur any obligation of any nature, express or implied on behalf of one another and shall not bind or pledge the credit of one another or attempt or purport to do any of such things.
23. This agreement shall remain valid and binding between the parties hereto for a period of two years, whereafter this agreement will be subject to review by both the parties for further extension on mutually agreed terms PROVIDED that all contracts to be entered into between the parties pursuant to the provisions of this agreement and the liabilities for any work done or to be done thereunder or the respective liabilities under the scopes of work stipulated hereunder, shall be irrevocable and would continue to be enforceable and binding until completion of all work, warranty and responsibilities under the said contracts or orders or under this agreement.
24. This agreement is the entire agreement between the parties hereto as to the subject-matter hereof and no amendments hereto shall be effective unless in writing and signed by or on behalf of each of the parties.
25. The invalidity or unenforceability of any part of this agreement shall not prejudice or affect the validity or enforceability of the remainder.
26. COMPANY will not be responsible for any delay in the execution of the project by CORPORATION as the principal contractor under the terms of any order to be placed upon CORPORATION by the Purchaser PROVIDED HOWEVER COMPANY hereby undertakes to perform its obligations under this agreement or under any order or orders that may be placed upon COMPANY by CORPORATION pursuant to this agreement, as appropriate to COMPANY?s responsibility within the scope of the work specified in the ANNEXURE-I hereto.
27. CORPORATION will be responsible for procurement of various equipment and items in accordance with the standard and specifications to be laid down or supplied by COMPANY and CORPORATION shall ensure that the equipment and material to be supplied against various orders is individually inspected, tested and analysed in terms of the specifications laid down or supplied by COMPANY and in accordance with the relevant codes and practices specified together by expression or implication.
28. CORPORATION should make available to the COMPANY and any other individual agency authorised by the COMPANY for the purpose of inspection of all its records and results in respect of inspection, tests and analysis conducted by CORPORATION as part of their testing and operations under the applicable codes and practices specified by expression or implication in this regard.
29. If required by the COMPANY the CORPORATION or its sub-contractor shallprovide and deliver free of charge for test/analysis by an independent authority at any such place or places as the COMPANY or its authorised inspector may reasonably require, cost of such raw materials used or intended to be used for the contracted work by the CORPORATION as the COMPANY or its authorized Inspector shall consider necessary and the cost of such test/analysis shall be borne by the CORPORATION.
30. Should the CORPORATION fail to comply with any of the provisions contained in clauses 27 to 29 relating to inspection, testing and/or analysis, the COMPANY shall be entitled by itself and/or through Inspectors to conduct or have conducted the Inspection, tests and/or analysis at the risk and expenses of the CORPORATION in all respects.
31. COMPANY shall guarantee that the performance of the plants commissioned under the orders to be received from CORPORATION shall be strictly in conformity with the specification, design and within the technical parameter of the contract and should any defects be noticed in the plants due to faulty design, specifications or due to incomplete and erroneous instruction issued by COMPANY to CORPORATION within 12 months from the date of commissioning of the plant CORPORATION shall inform the COMPANY and the COMPANY shall immediately on receipt of such intimation, depute their technical personnel within.......... days to investigate the causes of defects and arrange rectification of the defects at the cost of COMPANY within a reasonable period.
32. If COMPANY fails to meet its obligation to remove the defects within a reasonably period or refuses to carry out work under the guarantee clause and implied guarantee conditions, if dangers anticipated or in case of servere urgency, the CORPORATION shall be entitled to carry out at COMPANY?s cost and risk, repair work or replacement of the necessary work or have it done by a third party.
33. Liability of COMPANY under the foregoing clauses 31 and 32 shall be joint with CORPORATION and where the causes of failure or defects in the performance of the plant are not attributable to any defects in the planning, design engineering or technical data supplied by COMPANY to CORPORATION but the same are either due to failure on the part of CORPORATION or any of its agents or contractors/sub-contractors to make true and correct use of the drawings, or on account of failure on the part of CORPORATION to act in accordance to the specification and technical information and/or instructions supplied by COMPANY or if the failure in the performance is due to any defects in design, material and/ or workmanship in any equipment or machinery used or installed in the plant and supplied by any other supplier or suppliers, then and in either of the events the COMPANY will not be responsible for breach of any covenant for warranty as aforesaid.
34. The COMPANY shall keep the CORPORATION indemnified from and against any and all claims, actions, demands and proceedings whatsoever brought or made against the CORPORATION on the basis of any patent or infringement thereof claimed or otherwise relating to and arising from any method or process employed or method or thing done to or in connection with any work executed by the COMPANY under this agreement or any other agreement or order, and the COMPANY shall, at its own risk and expenses defend any suit for infringement of patent or like suit brought against the CORPORATION (whether with or without the COMPANY being a party thereto) and shall pay any damages and costs in such suit, and keep the CORPORATION indemnified from and against all consequences thereof.
35. During the continuance of this agreement CORPORATION will?
(1) Indemnify and keep indemnified the COMPANY from and against any and all loss, damages, liability and legal fees and costs incurred by COMPANY because of:
(a) any act, neglect or default of the CORPORATION or any of its agents, employees, licensees or customers in connection with the work or works agreed to be performed under this agreement ; (b) any other reason so long as such loss, damages, liability, fees or costs resulted from the licence hereby granted and was not due to any default of COMPANY.
36. CORPORATION shall not save with the previous consent in writing of COMPANY, sublet, transfer or assign the contract or any part thereof or interest therein or benefit or advantage thereof in any manner whatsoever. PROVIDED nevertheless, that any such consent shall not relieve CORPORATION from any obligation, duty or responsibility under the contract.
37. None of the parties shall be considered in default for the performance of their respective obligations under the contract if and so long as such performance is delayed or prevented by force majeure conditions such as floods, draughts, earthquake, cause of any government authority, domestic or foreign, including but not limited to war (whether declared or not), quarantine, licensing controls or production or distribution restriction, accidents, destructions including but not limited to fires, explosives, strikes, lock-outs and sabotage. If the occurrence of any of the aforesaid force majeure conditions prevents or delays the fulfillment of the obligations of either COMPANY or CORPORATION continuously for a period of one month, then the parties should meet and jointly decide the further course of action to be taken.
38. Waiver by a party hereto of any particular default by the other shall not affect or prejudice that party?s rights in respect of any other default nor any subsequent default of the same or of a different kind nor shall any delay or omission of that party to exercise any right arising from any default affect or prejudice its rights as to the same or any future default.
39. In consideration of the premises the CORPORATION shall make payment to the COMPANY the lump sum fee based on the final contract price at the rate and in the manner specified in ANNEXURE-II hereto.
40. All notices, consents and the like given under this agreement shall be delivered or sent by registered or recorded delivery post addressed to the other party at its address as herein set out or to such other address as such party shall declare in writing for that purpose to the other and all such notices and consents shall be deemed to be given on the day of delivery if delivered and on the day following the date of posting if sent by registered or recorded delivery post.
41. If any dispute, difference, question or disagreement shall at any time hereafter arise between the parties hereto or the respective representatives or assigns in connection with or arising out of the contract or in respect of meaning of specifications, design, drawings, estimates, schedules, annexures, order, instructions, the construction, interpretation of this agreement, application of the provisions thereof or anything hereunder contained or arising hereunder or as to the rights, liabilities or duties of the said parties hereunder or any matter whatsoever incidental to this contract whether arising before or after the completion of the work under this contract which cannot be mutually resolved by the parties, the same shall be referred to the sole Arbitration of CMD/COMPANY or his appointed nominee and the provision of Indian Arbitration and Conciliation Act, 1996 will apply in such Arbitration.
42. This contract, including all matters connected with this contract shall be construed and operated as an Indian contract and governed by the Indian Laws both substantive and procedural, for the time being in force and shall be subject to the exclusive jurisdiction of the Courts at...............
IN WITNESS WHEREOF the parties hereto have, through their authorized representatives, executed these presents on the day, month and year first abovewritten.
SIGNED SEALED AND DELIVERED by M/s............. COMPANY LTD. through their authorised representative Shri..............................(Designation) In the presence of
WITNESSES:
1.
2.
SIGNED SEALED AND DELIVERED by
M/s.......................... CORPORATION LTD. through their authorised representative
Shri ........................(Designation) in the presence of
WITNESSES:
1.
2.
ANNEXURE I ABOVE REFERRED TO :
PART A
COMPANY?S SCOPE OF WORK
I. SYSTEM ENGINEERING:
1. Preparation and finalisation of System layout on the basis of site survey documents furnished by CORPORATION, showing co-ordinates and levels of various Transfer points, Crusher House underground Tunnels, reclaim Hopper, Wagon tippler, Control Rooms and Conveyors etc., so as to fit into the existing/proposed plant layout of the relevant NIT.
2. Finalisation of material Flow diagram.
3. Preparation of foundation load data Anchor Bolt Plan of whole Coal Handling system, including location and loads for inserts.
4. Preparation of General Arrangement Drawings, with adequate details of equipment and conveyor layouts, so that these drawings would be adequate for design of Civil and Structural Engineering work independently.
5. Material Schedule, (for procurement purpose) for total project, which are to be prepared at the beginning of the Project on finalisation of schematic design.
6. Technical evaluation of and recommendations about, various bids and selection of vendors for various systems.
7. Review and approval of design/drawing furnished by vendors and/or equipment manufacturers.
8. To ensure fulfilment of anticipated plant performance parameters.
II. MECHANICAL :
1. Preparation of outline specification and schematic/layout drawings and related tender documents for all bought-out and/or fabricated equipment.
2. Detail design of conveyors and associated equipments.
3. Drive and tension calculations for conveyor system, and minimum power requirement for other equipment.
4. Preparation of and Blow-ups and detail drawings of Conveyors, Belt Feeders, Belt cleaners, Ghutes, Drive frames, Take-ups, Gates (sliding 3 flap gate), Pulleys, Drive system etc. as applicable.
5. Preparation of all detail drawings for conveyor technological structures, including all chute work, liners for RCC/Steel bunker/chutes, skift board, deck plates etc. and rail fixing arrangements, as applicable.
III. CIVIL:
1. Preparation of Civil design criteria and design calculations, and general arrangement/detailed construction drawings with elaborate dimensions, showing plan, elevations, sections and views as well as details of various inserts and anchor bolts, based on soil data furnished by CORPORATION.
2. Tender documents and preliminary bill of quantities with a variation of +/? ...% for finalisation of contract with sub-vendors/for procurement purposes only.
3. Preparation of Bar-bending schedule and material list.
4. Updating of detail drawing based on ?As built? information received from CORPORATION.
IV. STRUCTURAL:
1. Preparation of structural design, calculations with design criteria and G.A. drawings.
2. Tender documents and preliminary bill of quantities with a variation of for finalisation of contract with sub-vendors/for procurement purposes only.
3. Preparation of fabrication and erection drawings, with celebrate dimensions, showing plan, elevation, sections, views, joints having signs and marks of different elements, along with Bill of Materials against each drawing.
4. Preparation of Bill of quantities along with bulk list (with +/?. ..% variation) for procurement within one month from finalisation of basic design.
5. Updating of detail drawings based on ?As built? information received from CORPORATION.
V. ELECTRICAL :
1. To furnish all such data, as may be required for preparation of detailed design of electrical system of the plant, inter-facing requirements are also to be taken care of.
2. Review and inter-facing of drawings, (to be submitted by Electrical detailer, which shall be arranged by CORPORATION).
VI. DUST EXTRACTION SYSTEM/PIPE-LINE/AIR CONDITIONING :
1. Preparation of layout drawings and basic design parameters/schemes, based on which detail engineering, manufacturing, supply, erection andcommissioning of these systems can be executed by other agencies.
2. Review and inter-facing of drawings, (to be submitted by Vendors, which shall be arranged by CORPORATION).
VII. SUPPLY OF EQUIPMENT :
Vendors selection for various equipment and items, and assessments of overall capabilities of the vendors, will be jointly undertaken by COMPANY and CORPORATION, and the final orders will be placed by CORPORATION on approved vendors only.
VIII. GENERAL:
1. Preparation of inter-facing drawings, super-imposing civil, structural, conveyors, technological, structures, mechanicals, electricals and dust extraction system.
2. Co-ordination with Purchaser jointly with CORPORATION, for getting approvals for various design calculations/drawings to be prepared by COMPANY, in accordance with this Contract.
3. Submission of revised drawings incorporation comments/improvements, as and when required.
4. Number of prints of each drawings and document shall be submitted as per requirement of Purchaser, till client?s approval. Two sets of reproductible prints of each approved drawings to be finally submitted. Detailed construction drawings not requiring approval by the Purchaser to be submitted in 5 copies with one set of reproducible prints.
5. Visit to the site of work, to deal with major design/construction problems, as appropriate to COMPANY?s responsibility.
6. Preparation of operating instructions and maintenance manuals, for the total system based on manuals/information supplied by various equipment vendors.
PART B
CORPORATION?s SCOPE OF WORK AND RESPONSIBILITY
1. CORPORATION shall be the principal contractor responsible for the total execution of the Project, in accordance with the order placed by the Purchaser.
2. CORPORATION shall place firm order on COMPANY, as per the mutually agreed scope of work, as spelt out in this agreement.
3. CORPORATION will maintain close liaison with the Purchaser in all matters, for resolving all problems, and thereby expediting project execution and maintaining the contractual.
4. CORPORATION shall similarly also arrange for detail engineering for Air Polution Control system package etc. to be carried out.
5. CORPORATION shall arrange for detail engineering of electrical package to be carried out.
6. CORPORATION shall also be responsible for all other work involved in the projects, including complete erection/commissioning of all structurals and equipment etc., required for the project, site, supervision, co-ordination etc. Further COMPANY will also be kept fully informed about all relevant matters to enable COMPANY to intervene/ give suggestions to CORPORATION for satisfactory completion of the PROJECTS.
ANNEXURE II
ABOVE REFERRED TO :
FEES FOR COMPANY?SCOPE OF WORK
For COMPANY?s Scope of Work as specified in PART-A of ANNEXURE-I to this agreement, CORPORATION WILL pay a lump sum fee of................... of the final contract price to COMPANY and the payment terms shall be as follows:
... as an advance against Bank Guarantee for equivalent amount.
... pro-rata payment will be made to COMPANY on submission of drawings.
... pro-rata payment will be made to COMPANY against approval of drawings by the Purchaser.
... after successful commissioning of the plant or after the contractual date of completion whichever is earlier, subject to completion of COMPANYScope of Work, against Indemnity Bond/Bank Guarantee.
