Terms and Conditions agencies that have entered into a direct or indirect Contract with

the Client in respect of any part of the other works at Site for and
1. Definitions and interpretat ions any other package on this Project, and shall include their legal
As used in these Terms and Conditions, the following terms shall representatives, successors and permitted assigns. The Client
have the following meanings; shall have full responsibility for the actions, and work of any Other
Contractors contracted by the Client to perform portions of other
1.1 Contract or Contract Agreement works or any other part of the Project.
Contract or Contract Agreement shall mean the confirmation of
acceptance of this Offer by way of signing the form of agreement 1.16 Works
as appended under Annexure S1 of this Offer by both Parties Works shall mean, collectively, all elevators/escalators/passenger
forming the Contract Agreement. conveyers/moving walks works and services, referred to in
the Scope of Works and or Confirmation Order (issued, if any),
1.2 Client required to be provided and performed by the Company for the
Client shall mean a person or a legal entity or its legal assigns with successful and timely execution of the elevator/escalator/passenger
whom the Company has entered into a Contract. conveyer works.

1.3 Commencement Date 1.17 Interpretation

Commencement Date shall mean the date as notified and a) Unless the context otherwise requires, references to “persons”
confirmed shall include any individual, sole proprietorship, unincorporated
in the Contract Agreement and or Confirmation Order (issued, association, body corporate, company, partnership, Governmental
if any) as the date for commencement of the Works. Authority, trust or any other entity or organization.
References to the word “include” or “including” are to be
1.4 Company construed
Company shall mean ThyssenKrupp Elevator (India) Pvt Ltd without limitation.
having b) Wherever in the Offer a provision is made for giving or issue of
its registered office at 429, Functional Industrial Estate, any notice, consent, approval, certificate or determination by
Patparganj, any person, unless otherwise specified such notice, consent,
Delhi 110092. approval, communication, certificate or determination shall be
in writing only and the words “notify”, “certify”, “approved” or
1.5 Confirmation Order “determine” shall be construed accordingly.
Confirmation Order shall mean the document referred to under c) The headings in the Terms and Conditions of this Offer shall not
Annexure S7 Clause 3.0 of this Offer. be deemed to be part thereof or to be taken into consideration
in the interpretation or construction thereof or of the Offer.
1.6 Delivery Period d) Unless specifically stated otherwise, all references and
Delivery period shall mean the period referred to under Annexure crossreferences
S7 Clause 14.1 of this Offer and more specifically the total time made to Clause and sub-Clause numbers in the
period as described under Time Schedule (Annexure S5) of this Terms and Conditions of this Offer refer to the Clauses and
offer. sub-Clauses of the Terms and Conditions of this Offer itself.
e) Words in the singular also include the plural and vice versa
1.7 Terms and Conditions where the context requires.
The Terms and Conditions shall mean, collectively, the Terms f) References to recitals, schedules, clauses and paragraphs are
and Conditions of this Offer and its Annexures and subsequently, to recitals, schedules, clauses and paragraphs of the Terms
when agreed, of the Contract Agreement and its Annexures. and Conditions of this Offer unless otherwise specified.

1.8 Offer 2. SCOPE OF WORK

Offer shall mean this entire document, together with its annexures, Unless otherwise agreed in writing, the Terms and Conditions of
in its entirety and without any alteration unless the same has this
been expressly confirmed by the Company in writing. Offer shall apply at any and all times and the general character and
extent of the Scope of work shall be as illustrated and defined
1.9 Party or Parties under
Party shall mean either the Client or the Company, and Parties Scope of Work (Annexure S4) of this Offer and in the
shall mean the Client and the Company collectively. Confirmation
Order (issued, if any).
1.10 Products
Products shall mean elevators/escalators/passenger conveyors 3. Purchas e order and confirmat ion order
and parts and components thereof as set out in this Offer and Upon signing this Contract Agreement, if the Client issues a
its Annexures. Purchase
Order against this Offer for installation of Products, then subject
1.11 Project to compliance with terms of this Offer the Company may accept
Project shall mean all Contract work packages at Site, taken such Purchase Order within one week by issuing a Confirmation
together including the Works as defined in this Offer and other Order in writing to the Client. Any such Purchase Order shall only
work packages, for designing, engineering, procurement, supply, become binding upon the Company after issuance of the
installation, erection, construction, testing, completion and Confirmation
commissioning Order.
of certain assets etc.
4. Delivery, risk and title
1.12 Purchase Order Unless otherwise agreed in writing, all deliveries shall be made at
Purchase Order shall mean the document referred to under Client’s Site on CIF destination basis. The Client shall be liable to
Annexure make payment as set out in Price Schedule and Payment Terms
S7 Clause 3.0 of this Offer. (Annexure S3) and accept the delivery. The Company may, at its
1.13 Shipment Period sole discretion, make partial deliveries and may invoice the same
Shipment Period shall mean the duration with dates as defined in accordingly. If Lockable and Safe Storage Space is not provided at
the Time Schedule (Annexure S5, S.No M6). site before the due date of material shipment then the Client shall
also be liable to pay detention charges at the rate of INR 5,000 per
1.14 Site day per truck/lorry from the date of arrival of material at site and
The Site shall mean the location/address of the Project as defined until actual date of material unloading.
in the Offer Letter and Confirmation Order (if Work Order issued). The Risk and Title related to the Products stands transferred to the
Client upon the delivery of the Products at the Project Site subject
1.15 Other Contractors to, that all the payments for the same have been settled in full as
Other Contractors shall mean the persons, firms, companies or per Price Schedule and Payment Terms (Annexure S3).
Supply offer - printed in India 07-2013 Page 2 of 4
 make payment against the same in full and within 7 days of such
5. site office and other fac ilities invoice submission/presentation. The Company shall prepare and
The Client shall provide suitable space for site office with basic submit the Tax/Retail Invoice along with the delivery of material.
conveniences 12.2 Client’s Failure to make Payment
for entire tenure of the Project for the exclusive use of In the event the Client fails to comply with its payment obligations
Company and its staff. in due time (including payment of any other charges) which have
become payable as per Clause 12.1 then;
6. security a) The Client shall be liable to pay compounded interest for all
The Client shall at its cost provide at all times adequate security to delayed payments @ 2% per month.
guard the Site, Stores, Products, Works Site, installed and b) The Company shall have right to suspend its all contractual
uninstalled activities and/or to refuse any further services or perform any
Products/Works. To procure and maintain necessary insurances further obligations.
shall be the responsibility of the Client at all times. The Company c) The Company shall be entitled to terminate the Contract
shall not be responsible for any loss due to theft, fire, accident Agreement
or any other reasons whatsoever, and if any loss is suffered by the in accordance with Clause 19.0 of this Contract.
Client due to any theft, fire, accident or other reasons whatsoever d) The Company may prohibit any trade or transaction or
the Client shall indemnify and hold harmless the Company for movement
such of the delivered Product and require the return thereof at
losses. Client’s expense.
13. Change orders
7. Permits and licences The Client may change the Scope of Work in agreement with the
The Client shall directly obtain all permits and licences for the Company by issuing written Change Orders, and consequently the
execution Contract Price shall be suitably adjusted for such changes. Rates
and or operation of the Works. The Contract Price shall be for such changes shall be quoted afresh by the Company for
exclusive of all expenses and charges that may be incurred in this consideration
connection. and acceptance of the Client prior to issue of any such
If any statutory inspection by state/central Government authorities Change Order, and no extra work shall commence before issuance
is mandatory, the Client shall bear all the costs for such inspections of a written Change Order agreed by both Parties.
towards application fees and incidental expenses till the time 14. Time for completion
the clearance/license is obtained from an appropriate authority. 14.1 Delivery Period
Any The Delivery Period shall commence from the date of approval
liability arising out of utilization of the Works without proper of GAD by Client or issuance of the Confirmation Order (issued,
clearances/ if any) or receipt of advance payment, whichever is later.
licenses shall be that of the Client. Furthermore,
any delay in delivery due any reason which is beyond
8. Co-ordinat ion of work Company’s control shall be accounted for in its entirety, and the
At the Commencement of the Works, and from time to time, the Delivery Period shall be extended accordingly. The quoted price
Client is valid for the period as mentioned in Annexure S5 of this Offer.
shall co-ordinate with other Contractors and persons engaged 14.2 Liability for Failure to Accept Delivery
on separate contracts in connection with the Project for the purpose Should the Client fail to accept delivery within one month from
of co-ordination and execution of various phases/parts of the the date of material readiness and or notify the Company that
Project. The Client shall determine and ascertain from the vendors, it requires additional time to accept delivery; then the Company
other Contractors and persons engaged on separate Contracts in may allow the same subject to the Client paying a storage charge
connection with the Project, the extent of all chasings, cutting and at the rate of 0.5% of the total Product value on prorata basis for
forming of all openings, holes, details of all inserts, sleeves, etc. each week of such delay.
that are required to accommodate various services. Client shall For sake of clarity and without prejudice to any other rights that
organize the company may have, if the Client fails to accept delivery of the
Coordination Meetings with all project parties and shall circulate Products within eight weeks (counted from the date of material
minutes of actions proposed. readiness) or fail to pay the storage charges, then the Company
shall be entitled to terminate the Contract Agreement in
9. Storage of products at site accordance
The Client shall, at its own cost, provide dry, safe and adequate with the Clause 19.2 and 19.4 of this Contract and disposeoff
covered the Products as it may deem fit.
storage area (minimum 50 sq.mtrs per unit basis) at a mutually 14.3 Extension of Time
agreeable space within the Site, duly lit and with provision of 5 pin The Company shall be entitled to claim for extension of time for
sockets. Should any of the Products deteriorate or be contaminated any of the following reasons:
or damaged due to any other reason except improper stacking or a) Force Majeure.
improper handling then such Products will not be incorporated in b) Suspension of works by either party.
the Works and shall be replaced and the replacement of all such c) Non readiness of Site for storage/installation of Products.
Products shall be at the cost and expense of the Client. d) Delay in receipt of Approved GA drawings.
e) Delay in obtaining applicable consents, approvals and
10. Testing permissions
All tests for Products that shall be necessary in connection with the from the Governmental Authorities.
execution of the Works as required and as called for in this Offer f) Any Change Order which in the opinion of the Company entail
shall be carried out by the Company at the Project Site. Any the requirement of additional time for completion of the Works.
additional 14.4 Price Validity
or special tests including third party testing required by the Any delay affecting the Delivery Period shall account for price
Client shall be paid for additionally by the Client to the Company revision
inclusive of all costs arising out of such additional testing. and such revised price (including any other compensation
for loss due to delay) shall be quoted afresh by the Company for
11. Ow nership of products consideration and acceptance by the Client in general and or in
Upon delivery of Products, the Client shall bear the risk of loss and accordance with the IEEMA Price Variation procedure.
damage with respect to all Products, supplies and components due 15. Indemnity
to unsuitable storage space provided or due to theft or fire etc at The Client shall indemnify, defend and hold and keep indemnified
the Site. the Company, its employees, representatives from and against all
actions, suits, claims costs, fines, judgements, liabilities and
12. Pa yments demands
12.1 Invoice brought or made against the Company in respect of any
The Company shall raise Proforma Invoices to claim amounts matter or thing done or omitted to be done by the Client or any
payable under this Contract including milestone payments as per of its other contractors or their employees, workmen,
Price Schedule and Payment Terms (Annexure S3) and Client shall representatives,
agents, servants or suppliers in the execution of or in connection (regardless of whether war is declared), civil war, rebellion,
with the Works, or the other contractors performance relevant revolution, insurrection, military or usurped power or confiscation,
to this Contract, including but not limited to meeting the Project terrorist activities, nationalisation, government sanction, blockage,
milestones, non-compliance with the provisions of the Contract embargo, labour dispute, strike or a lockout or accident/incident
Agreement, Applicable Laws and regulations of the Governmental ‘on’ or ‘off’ Site having direct or indirect effect on the
Authority and local authorities, not obtaining the relevant licences performance
and permits, infringing any patents rights and specifically of their respective obligations under this Contract. The following
regarding events are explicitly excluded from Force Majeure and shall
use, storage and disposal of hazardous materials. The obligations remain
of the Client under this Clause shall survive till the expiry of the solely the responsibilities of the non-performing Party: (a)
Free economic
Maintenance Period. hardship and (b) changes in Applicable Laws. For the avoidance of
16. Warranty doubt, it is expressly clarified that the Company shall be entitled to
The Warranty on Products shall be valid on pro rata per unit basis suspend performance of the Company’s obligation under the
for a period of eighteen months from the date of material readiness Contract
Supply offer - printed in India 07-2013 Page 3 of 4 upon the occurrence and/or continuation of any of the Force
or for a period of twelve months from the date when the product Majeure events as stated hereinabove.
installation is completed and offered for inspection on unit by unit 19. Suspension, terminat ion and rescission of the contract
basis, whichever occurs earlier. 19.1 Suspension
The Company shall on receipt of a written notice of defect from The company, after giving fifteen days’ notice, shall have the right
the Client during the Warranty Period, at its option, either repair or to suspend performance of any or all of its obligations under this
replace the defective item within a reasonable time period. Contract on occurrence of any the following events;
17. Product claims a) If the Client is adjudged bankrupt or becomes subject to
17.1 Notification of Product Claims voluntary
The Client must immediately notify the Company of any claim or involuntary proceedings under any bank¬ruptcy or
made by any person for any Product liability, property damage or insolvency law or if he should make a general assignment for
personal injury arising out or in relation to the Products and obtain the benefit of its creditors, or if a receiver shall be appointed on
and subsequently provide the Company as soon as practicable account of its insolvency /bankruptcy
any additional information that the Company may require in b) If the Client fails to make any payment to the Company in
relation accordance
to the Product Claim. with Annexure S7 Clause 12.1 of this Contract.
17.2 Conceding of Product Claims c) If the Client persistently disregard Applicable Laws, or if he
In view of high quality of the Products, the Client shall not should contravene or breach or fail to honour any provision of
concede the Contract, or if he has abandoned the Contract, or if he has
any Product Claim without the prior written consent of the suspended the Works other than in accordance with the terms
Company. of this Contract.
17.3 Client to indemnify the Company If the above defaults/events are rectified and or cease to exist
The Client shall indemnify Company from all loss arising out of before
any Product Claims to the extent that it relates to any default by issuance of notice of termination by the Company, the Company
the Client in relation to the Products and their operation and shall resume working as soon as it is reasonably practicable.
maintenance. 19.2 Termination by Company
17.4 Additional Disclaimer In the event that the Client has failed to cure any or all of his
Company expressly disclaims responsibility if the Product(s) is; defaults pursuant to notice under Annexure S7 Clause 14.2 or
a) Damaged by accident. Clause 19.1 of this Contract, then the Company may and without
b) Used in a manner that does not comply with the laws, if any. prejudice to any other right or remedy, and after giving the Client
c) Altered or repaired in any way other than by or through fifteen days’ notice in writing, terminate the Contract Agreement
Company. and take charge of all materials, equipment, tools, and plant and
d) Not regularly maintained in accordance with the operating machinery at the Site and use these as the Company’s property
instructions. for the recovery of the outstanding dues as it may deem
e) Maintained, repaired and modified by the Client or any other appropriate.
person without the prior authorization from the Company. After the notice of termination has taken effect, the Company may;
f) Bought second hand or blemished. a) Cease all further Works, except for such Works as may be
g) Used in breach of Company’s instructions regarding use of the continued
Product(s). for the protection of life or property or for the safety of
h) Damaged due to willful act or default of any of Client’s agents the Works already executed,
or third party including without limiting the generality of the b) Hand over equipment, materials and other work, for which the
forgoing Company has received payment in full, and
damages occurred while the Client completes any civil c) Remove all other equipment and materials from the Site except
work subsequent to the Installation of the Product(s). as necessary for safety, and leave the Site.
17.5 Limitations on the Company’s Liability 19.3 Rescission by Client
The Company shall only be liable for damages, if; If Client cancels the contract and/or commits a breach of Contract
a) The damage results from gross negligence or a deliberate act Agreement, then the Company shall be entitled to following
on the part of the Company, compensation:
b) The Company is in breach of any essential contractual a) 30% of the total contract value if the order is cancelled after
obligation. the Contract Agreement but before submission of GA drawings.
c) The liability of Company under this contract shall not exceed b) 40% of the total contract value if order is cancelled after
10% of the contract value in any case whatsoever. submission
d) The limitations on the Company’s liability shall also extend to of GA drawings but before the material readiness.
the liabilities, if any, of the Company’s employees or agents. c) 100% of the total contract value if order is cancelled at any time
However, all the liabilities are subject to the Consumer Protection after material readiness.
Act, 1986. 19.4 Payment on Termination
18. Force majeure After a notice of termination has taken effect, the Client shall
Neither Party shall be liable for delay or failure to perform its promptly;
respective a) Return the Security(s) and or Bank Guarantee(s) to the
obligations or shall become liable to any claim by the other Party Company,
or shall deemed to be in breach of the Contract, if such delay or b) Pay all amounts due and not previously paid to the Company
failure is the result of the occurrence and/or continuation of an for that part of the Works performed or completed prior to or
event after the delivery of such notice of termination; and
of Force Majeure (including fire, flood, earthquake, storm or any c) Pay all other amounts actually incurred by the Company that
other natural disaster), war, invasion, act of foreign enemies, are incidental to or arising out of the termination, including
hostilities costs relating to:
i. Unused Company’s Products, which shall then be delivered others and if at any time any of such provisions is or becomes
to Client; invalid,
ii. Cancellation costs for existing Contract and or Purchase Orders illegal or unenforceable for any reason whatsoever, the legality,
(issued, if any) and Contracts not previously assigned validity and enforceability of the remaining provisions shall not be
to and assumed by Client; and affected thereby and shall remain in full force and effect.
iii. Demobilization cost of the affected Company’s staff and 27. Joint & several liability
resources. If the Client constitutes a joint venture or a consortium or a
20. Intellectual property rights partnership;
It is hereby acknowledged and agreed that the Company retains the a) all persons constituting such joint venture or consortium or
ownership of all intellectual property rights, including but not partnership
limited shall be deemed to be jointly and severally liable to the
to property rights in the design and in all Drawings, Specifications Company for the performance of the Contract;
and documents prepared by the Company and any of its Vendors. b) such joint venture or consortium or partnership shall notify the
The Client hereby disclaims any right whatsoever on these Company of their leader who shall have authority to bind the
intellectual Client
property rights. This intellectual property right entitlement shall and each of persons constituting such joint venture or consortium
also extend to any maintenance, repair and renewal, reinstatement or partnership; and
and enlargement of the Works. The Client shall ensure that any c) The Client shall not alter its composition or legal status without
provisions of this type necessary to protect the intellectual property the prior intimation to the Company.
rights of the Company are included in all its contracts with other 28. Assignment
contractors. The Client shall not be entitled to assign his rights or claim under
21. Sett lement of disputes and arbitrat ion this Contract to any third party without a prior written consent
Any dispute, difference or controversy of whatever nature arising from
between the Parties or a dispute or difference on any account or the Company.
Supply offer - printed in India 07-2013 Page 4 of 4
as to the withholding by the Client of any payment to which the
Company may claim to be and entitled to, then in any such case,
out of or in relation to the Contract and so notified in writing by
either Party to the other shall in the first instance be attempted to
be
resolved amicably and shall be referred to a director of each Party
or his nominee, for amicable settlement. Upon such reference, the
two shall meet at the earliest mutual convenience and in any event
within fifteen days of such reference to discuss and attempt to
amicably
resolve the Dispute.
In the event that the Dispute in question is not resolved amicably
within the stipulated time then either Party may refer the Dispute
to
arbitration tribunal comprising one arbitrator under the Indian
Arbitration
and Conciliation Act, 1996 as amended from time to time.
In the event of the failure by any Party to agree on an arbitrator
within thirty Working Days from the date of the receipt of the
notice
from the other Party, such arbitrator shall be appointed by the High
Court of Delhi.
The award of the arbitrator shall be final and binding on both the
Parties and shall be set forth in a reasoned opinion. The arbitration
venue shall be New Delhi. The procedure for the arbitration shall
be determined by the arbitrator. Costs of such arbitration shall be
borne by the Party or Parties as decided/instructed by the
Arbitrator
and the cost interalia shall include the fees of the arbitrator.The
language
of arbitration shall be English and the award shall be made
in English language.
The courts at New Delhi shall have exclusive jurisdiction in
respect
of matters under or pertaining to this Contract.
22. Govering law
The governing law of the Offer/Contract shall be Indian law.
23. Jurisdiction
The Contract is deemed to be concluded at New Delhi and the
courts of New Delhi shall have the exclusive jurisdiction over all
disputes
arising out of or by virtue of this Offer or subsequent Orders
or Contract against this Offer.
24. Indirect and consequential da mages
Neither Party shall be liable to the other Party for any indirect or
consequential damages.
25. Waiver
The failure or delay of either Party to insist upon strict adherence
to any term of the Contract Agreement on any occasion shall not
be considered a waiver of any right then or thereafter to insist upon
strict adherence to that term or any other term of this Contract. No
waiver shall be effective unless made in writing.
26. Severability
Each of the provisions of this Offer is severable and distinct from
the
Annexure E7 E7 Clause 3.0 of this Offer.
Terms and Conditions 1.17 Interpretation
1. Definitions and interpretat ions a) Unless the context otherwise requires, references to “persons”
In this Offer (“Offer” hereinafter defined) the following words and shall include any individual, sole proprietorship, unincorporated
expressions shall have meanings hereby assigned to them, except association, body corporate, company, partnership, Governmental
where the context otherwise requires; Authority, trust or any other entity or organization.
1.1 Contract or Contract Agreement References to the word “include” or “including” are to be
Contract or Contract Agreement shall mean the confirmation of construed
acceptance of this Offer by way of signing the form of agreement without limitation.
as appended under Annexure E1 of this Offer by both Parties b) Wherever in the Offer a provision is made for giving or issue of
forming the Contract Agreement. any notice, consent, approval, certificate or determination by
1.2 Client any person, unless otherwise specified such notice, consent,
Client shall mean a person or a legal entity or its legal assigns with approval, communication, certificate or determination shall be
whom the Company has entered into a Contract. in writing only and the words “notify”, “certify”, “approved” or
1.3 Commencement Date “determine” shall be construed accordingly.
Commencement Date shall mean the date as notified and c) The headings in the Terms and Conditions of this Offer shall not
confirmed be deemed to be part thereof or to be taken into consideration
in the Contract Agreement and or Confirmation Order (issued, in the interpretation or construction thereof or of the Offer.
if any) as the date for commencement of the Works. d) Unless specifically stated otherwise, all references
1.4 Company and cross-references made to Clause and sub-
Company shall mean ThyssenKrupp Elevator (India) Pvt Ltd Clause of the Terms and Conditions of this Offer itself.
having e) Words in the singular also include the plural and vice versa
its registered office at 429, Functional Industrial Estate, where the context requires.
Patparganj, f) References to recitals, schedules, clauses and paragraphs are
Delhi 110092. to recitals, schedules, clauses and paragraphs of the Terms
1.5 Confirmation Order and Conditions of this Offer unless otherwise specified.
Confirmation Order shall mean the document referred to under 2. SCOPE OF WORK
Annexure E7 Clause 3.0 of this Offer. Unless otherwise agreed in writing, the Terms and Conditions of
1.6 Terms and Conditions this
The Terms and Conditions shall mean, collectively, the Terms Offer shall apply at any and all times and the general character and
and Conditions of this Offer and its Annexures and subsequently, extent of the Scope of work shall be as illustrated and defined
when agreed, of the Contract Agreement and its Annexures. under
1.7 Installation Scope of Work (Annexure E4) of this Offer and in the
Installation shall mean Installation, Testing and Commissioning of Confirmation
the Products covered under this Offer at the Client’s Site. Order (issued, if any).
1.8 Installation Period 3. WORK ORDER AND CONFIRMATION ORDER
Installation period shall mean the period referred to under Upon signing this Contract Agreement, if the Client issues a Work
Annexure Order against this Offer for installation of Products, then subject to
E7 Clause 15.1 of this Offer and more specifically the total compliance with terms of this Offer the Company may accept such
time period as described under Time Schedule (Annexure E5) of Work Order within one week by issuing a Confirmation Order in
this offer. writing
1.9 Offer to the Client. Any such Work Order shall only become binding
Offer shall mean this entire document, together with its annexures, upon the Company after issuance of the Confirmation Order.
in its entirety and without any alteration unless the same has 4. SITE OFFICES AND OTHER FACILITIES
been expressly confirmed by the Company in writing. The Client shall provide suitable space for site office with basic
1.10 Party or Parties conveniences
Party shall mean either the Client or the Company, and Parties for entire tenure of the Project for the exclusive use of
shall mean the Client and the Company collectively. Company and its staff.
1.11 Products 5. Security
Products shall mean elevators/escalators/passenger conveyors The Client shall at its cost provide at all times adequate security to
and parts and components thereof as set out in this Offer and guard the Site, Stores, Products, Works Site, installed and
its Annexures. uninstalled
1.12 Project Products/Works. To procure and maintain necessary insurances
Project shall mean all Contract work packages at Site, taken shall be the responsibility of the Client at all times. The Company
together including the Works as defined in this Offer and other shall not be responsible for any loss due to theft, fire, accident
work packages, for designing, engineering, procurement, supply, or any other reasons whatsoever, and if any loss is suffered by the
installation, erection, construction, testing, completion and Client due to any theft, fire, accident or other reasons whatsoever
commissioning the Client shall indemnify and hold harmless the Company for
of certain assets etc. such
1.13 Site losses.
The Site shall mean the location/address of the Project as defined Installation offer - printed in India 07-2013 Page 2 of 4
in the Offer Letter and Confirmation Order (if Work Order issued). 6. Lighting and ventilat ion
1.14 Other Contractors The Client shall at its own cost, make necessary arrangements in
Other Contractors shall mean the persons, firms, companies or respect of the provision of adequate lighting and ventilation
agencies that have entered into a direct or indirect Contract with (natural
the Client in respect of any part of the other works at Site for and as well as artificial) at all work places to enable carrying out the
any other package on this Project, and shall include their legal Works in a proper, safe and satisfactory manner by the workmen.
representatives, successors and permitted assigns. The Client The Client shall also provide general lighting in common areas
shall have full responsibility for the actions, and work of any Other such
Contractors contracted by the Client to perform portions of other as entrances, staircases etc with minimum lux level requirements
works or any other part of the Project. besides illuminating the work places generally.
1.15 Works 7. Permits and lice nces
Works shall mean, collectively, all elevators/escalators/passenger The Client shall directly obtain all permits and licences for the
conveyers/moving walks works and services, referred to in execution
the Scope of Works and or Confirmation Order (issued, if any), and or operation of the Works. The Contract Price shall be
required to be provided and performed by the Company for the exclusive of all expenses and charges that may be incurred in this
successful and timely execution of the elevator/escalator/moving connection.
walk works. If any statutory inspection by state/central Government authorities
1.16 Work Order is mandatory, the Client shall bear all the costs for such inspections
Work Order shall mean the document referred to under Annexure towards application fees and incidental expenses till the time
the clearance/license is obtained from an appropriate authority. Company by issuing written Change Orders, and consequently the
Any Contract Price shall be suitably adjusted for such changes. Rates
liability arising out of utilization of the Works without proper for such changes shall be quoted afresh by the Company for
clearances/ consideration
licenses shall be that of the Client. and acceptance of the Client prior to issue of any such
8. Wate r and electricity Change Order, and no extra work shall commence before issuance
Water and Electricity shall be made available to the Company at of a written Change Order agreed by both Parties.
one 15. Time for completion
point per floor on the Site on ‘free of cost’ basis. Further 15.1 Installation Period
distribution The Installation Period shall commence seven days after receipt of
from such points onwards shall be arranged by the Company. notice from Client in writing confirming the availability of the
9. Co-ordinat ion of work Products
At the Commencement of the Works, and from time to time, the at the Site and the readiness of Site for installation including
Client the completion of Clients scope of works per Annexure E4 and
shall co-ordinate with other Contractors and persons engaged after receipt of due payments as per Price Schedule, whichever
on separate contracts in connection with the Project for the purpose is later. Furthermore, any delay in commencement due to
of co-ordination and execution of various phases/parts of the nonavailability
Project. The Client shall determine and ascertain from the vendors, of the Products at the Site or non-readiness of Site for
other Contractors and persons engaged on separate Contracts in Installation or non-availability of single phase & three phase power
connection with the Project, the extent of all chasings, cutting and supply or incomplete architrave works or non-issuance of duly
forming of all openings, holes, details of all inserts, sleeves, etc. signed Contract Agreement or non-receipt of any due payment
that are required to accommodate various services. Client shall or any other hindrance which is beyond control of the Company
organize should be taken into account, and the Installation Period shall be
Coordination Meetings with all project parties and shall circulate extended accordingly. The quoted price is valid for the period as
minutes of actions proposed. mentioned in Annexure E5 of this Offer.
10. Storage of products at site 15.2 Delay in Providing Site Ready for Installation
The Client shall, at its own cost, provide dry, safe, weather proof Should the Client fail to provide site ready for installation in
and adequately covered storage area (minimum 50 sq.mtrs per unit accordance
basis) at a mutually agreeable space within the Site, duly lit and with Time Schedule (Annexure E5) and or notify the
with provision of 5 pin sockets. Should any of the Products Company that it requires additional time to provide the site ready
deteriorate for installation; then the Company may allow the same subject to
or be contaminated or damaged due to any other reason the Client paying an idling charge at the rate of 0.5% of the total
except improper stacking or improper handling then such Products contract value for each week of such delay.
will not be incorporated in the Works and shall be replaced and the For sake of clarity and without prejudice to any other rights that
replacement of all such Products shall be at the cost and expense the company may have, if the Client fails to provide the Site ready
of the Client. for installation of the Products within six weeks (counted from the
11. Testing scheduled due date) or fail to pay the idling charges, then the
All tests for Products that shall be necessary in connection with the Company shall be entitled to terminate the Contract Agreement in
execution of the Works as required and as called for in this Offer accordance with the Clause 22.2 and 22.4 of this Contract.
shall be carried out by the Company at the Project Site. Any 15.3 Extension of Time
additional The Company shall be entitled to claim for extension of time for
or special tests including third party testing required by the any of the following reasons:
Client shall be paid for additionally by the Client to the Company a) Force Majeure.
inclusive of all costs arising out of such additional testing. b) Suspension of works by either Party.
12. Ow nership of products c) Non availability of the Products at Site.
The Client shall handover the Products to be incorporated in the d) Non readiness of Site for Installation.
works to the Company which shall then retain the custody and e) Non availability of Single and Three Phase power supply.
control f) Delay in obtaining applicable consents, approvals and
of the Products to be used in the relevant Works until: (i) permissions
Completion from the Governmental Authorities.
of Works on pro rata per unit basis or (ii) termination of this g) Any Change Order which in the opinion of the Company entail
Contract, whichever shall first occur. Such handover of custody the requirement of additional time for completion of the Works.
and 15.4 Price Validity
control of Products shall in no way mean that the ownership of the Any delay affecting the Installation Period shall account for price
Products have been transferred to the Company. revision and such revised price (including any other compensation
Notwithstanding custody and control as provided hereinabove, the for loss due to delay) shall be quoted afresh by the Company for
Client shall bear the risk of loss and damage with respect to all consideration and acceptance by the Client in general and or in
Products, supplies and components of the Works not incorporated accordance with the IEEMA Price Variation procedure.
into the Project/Works due to unsuitable storage space provided or 16. Indemnity
due to theft or fire etc at the Site. The Client shall indemnify, defend and hold and keep indemnified
13. Pa yments the Company, its employees, representatives from and against all
13.1 Invoice actions, suits, claims costs, fines, judgements, liabilities and
The Company shall raise Proforma Invoices to claim amounts demands
payable under this Contract including milestone payments as per brought or made against the Company in respect of any
Price Schedule and Payment Terms (Annexure E3) and Client shall matter or thing done or omitted to be done by the Client or any
make payment against the same in full and within 7 days of such of its other contractors or their employees, workmen,
invoice submission/presentation. representatives,
13.2 Client’s Failure to make Payment agents, servants or suppliers in the execution of or in connection
In the event the Client fails to comply with its payment obligations with the Works, or the other contractors performance relevant
in due time (including payment of any other charges) which have to this Contract, including but not limited to meeting the Project
become payable as per Annexure E7 Clause 13.1 then; milestones, non-compliance with the provisions of the Contract
a) The Client shall be liable to pay compounded interest for all Agreement, Applicable Laws and regulations of the Governmental
delayed payments @ 2% per month. Installation offer - printed in India 07-2013 Page 3 of 4
b) The Company shall have the right to suspend all contractual Authority and local authorities, not obtaining the relevant licences
activities and/or to refuse any further services or perform any and permits, infringing any patents rights and specifically
further obligations. regarding
c) The Company shall be entitled to terminate the Contract use, storage and disposal of hazardous materials. The obligations
Agreement of the Client under this Clause shall survive till the expiry of the
in accordance with Clause 22.0 of this Contract. Free
14. Cha nge orders Maintenance Period.
The Client may change the Scope of Work in agreement with the 17. Completion of works
The Works shall be considered to have been completed in d) The limitations on the Company’s liability shall also extend to
accordance the liabilities, if any, of the Company’s employees or agents.
with the Contract upon completion of installation and intimation However, all the liabilities are subject to the Consumer Protection
of Handing-Over of Products on unit by unit basis. The Free Act, 1986.
Maintenance Period for the Works shall commence from the date 21. Force Majeure
when such Completion is deemed to have taken place on a unit Neither Party shall be liable for delay or failure to perform its
by unit basis. If for any reason, the three phase power supply with respective
double earthing is not provided within two weeks of notification in obligations or shall become liable to any claim by the other
writing by the Company then the Product will be deemed to have Party or shall deemed to be in breach of the Contract, if such delay
be handed over with immediate effect. Free maintenance of the or failure is the result of the occurrence and/or continuation of an
installed event of Force Majeure (including fire, flood, earthquake, storm or
Product will start from the date of deemed handing over date any other natural disaster), war, invasion, act of foreign enemies,
on a unit by unit basis and will expire as per the period mentioned hostilities (regardless of whether war is declared), civil war,
in Annexure E7 Clause 18.0. rebellion,
Should, before the Completion of the Works the Client decides to revolution, insurrection, military or usurped power or confiscation,
occupy terrorist activities, nationalisation, government sanction,
or use any portion of the Works then the same shall constitute blockage, embargo, labour dispute, strike or a lockout . The
an acceptance of any such part of the Works or of any such following
Product. events are explicitly excluded from Force Majeure and shall
18. Free maintenance remain solely the responsibilities of the non-performing Party: (a)
The Offer includes twelve months free maintenance service of the economic hardship and (b) changes in Applicable Laws. For the
Works. The free maintenance service will consist of regular avoidance of doubt, it is expressly clarified that the Company shall
examination be entitled to suspend performance of the Company’s obligation
and necessary adjustments and lubrication of the Products under the Contract upon the occurrence and/or continuation of any
by Company’s authorized representative under Company’s of the Force Majeure events as stated hereinabove.
direction 22. Suspension, terminat ion and rescission of the contract
and supervision. The required supply or spare parts as replacement 22.1 Suspension
of normal wear and tear will be furnished by the Company at its The company, after giving fifteen days’ notice, shall have the right
sole discretion except such parts as may be needed because of to suspend performance of any or all of its obligations under this
negligence, misuse and accidents. The free maintenance service Contract on occurrence of any the following events;
will be performed during Company’s working hours on a) If the Client is adjudged bankrupt or becomes subject to
Company’s voluntarily
working days. or involuntarily proceedings under any bank¬ruptcy or
19. Final completion of the works insolvency law or if he should make a general assignment for
The Works shall be considered as finally complete at the end of the the benefit of its creditors, or if a receiver shall be appointed on
Free Maintenance Period of such Works on unit by unit basis. account of its insolvency /bankruptcy
20. Product claims b) If the Client fails to make any payment to the Company in
20.1 Notification of Product Claims accordance
The Client must immediately notify the Company of any claim with Annexure E7 Clause 13.1 of this Contract.
made by any person for any Product liability, property damage or c) If the Client persistently disregard Applicable Laws, or if he
personal injury arising out or in relation to the Products and obtain should contravene or breach or fail to honour any provision of
and subsequently provide the Company as soon as practicable the Contract, or if he has abandoned the Contract, or if he has
any additional information that the Company may require in suspended the Works other than in accordance with the terms
relation of this Contract.
to the Product Claim. If the above defaults/events are rectified and or cease to exist
20.2 Conceding of Product Claims before
In view of high quality of the Products, the Client shall not issuance of notice of termination by the Company, the Company
concede shall resume working as soon as it is reasonably practicable.
any Product Claim without the prior written consent of the 22.2 Termination by Company
Company. In the event that the Client has failed to cure any or all of his
20.3 Client to indemnify the Company defaults pursuant to notice under Annexure E7 Clause 15.2 or
The Client shall indemnify Company from all loss arising out of Clause 22.1 of this Contract, then the Company may and without
any Product Claims to the extent that it relates to any default by prejudice to any other right or remedy, and after giving the Client
the Client in relation to the Products and their operation and fifteen days’ notice in writing, terminate the Contract Agreement
maintenance. and take charge of all materials, equipment, tools, and plant and
20.4 Additional Disclaimer machinery at the Site and use these as the Company’s property
Company expressly disclaims responsibility if the Product(s) is; for the recovery of the outstanding dues as it may deem
a) Damaged by accident. appropriate.
b) Used in a manner that does not comply with the laws, if any. After the notice of termination has taken effect, the Company may;
c) Altered or repaired in any way other than by or through a) Cease all further Works, except for such Works as may be
Company. continued
d) Not regularly maintained in accordance with the operating for the protection of life or property or for the safety of
instructions. the Works already executed,
e) Maintained, repaired and modified by the Client or any other b) Hand over equipment, materials and other work, for which the
person without the prior authorization from the Company. Company has received payment in full, and
f) Bought second hand or blemished. c) Remove all other equipment and materials from the Site except
g) Used in breach of Company’s instructions regarding use of the as necessary for safety, and leave the Site.
Product(s). 22.3 Rescission by Client
h) Damaged due to willful act or default of any of Client’s agents If Client cancels the Contract and/or commits a breach of Contract
or third party including without limiting the generality of the Agreement, the Company shall become entitled to following
forgoing compensation
damages occurred while the Client completes any civil with immediate effect;
work subsequent to the Installation of the Product(s). a) 20% of the total contract value if the order is cancelled after
20.5 Limitations on the Company’s Liability the Contract Agreement but before submission of GA drawings.
The Company shall only be liable for damages, if; b) 70% of the total contract value if order is cancelled after start
a) The damage results from gross negligence or a deliberate act of Installation Works.
on the part of the Company, c) 100% of the total contract value if order is cancelled after
b) The Company is in breach of any essential contractual completion
obligation. of Installation Works.
c) The liability of Company under this contract shall not exceed 22.4 Payment on Termination
10% of the contract value in any case whatsoever. After a notice of termination has taken effect, the Client shall
promptly; or Contract against this Offer.
a) Return the Security(s) and or Bank Guarantee(s) to the 27. Indirect and consequential dama ges
Company, Neither Party shall be liable to the other Party for any indirect or
b) Pay all amounts due and not previously paid to the Company consequential damages.
Installation offer - printed in India 07-2013 Page 4 of 4 28. Waiver
for that part of the Works performed or completed prior to or The failure or delay of either Party to insist upon strict adherence
after the delivery of such notice of termination; and to any term of the Contract Agreement on any occasion shall not
c) Pay all other amounts actually incurred by the Company that be considered a waiver of any right then or thereafter to insist upon
are incidental to or arising out of the termination, including strict adherence to that term or any other term of this Contract. No
costs relating to: waiver shall be effective unless made in writing.
i. Unused Company’s Products, which shall then be delivered 29. Severability
to Client; Each of the provisions of this Offer is severable and distinct from
ii. Cancellation costs for existing Contract and or Purchase Orders the
(issued, if any) and Contracts not previously assigned others and if at any time any of such provisions is or becomes
to and assumed by Client; and invalid,
iii. Demobilization cost of the affected Company’s staff and illegal or unenforceable for any reason whatsoever, the legality,
resources. validity and enforceability of the remaining provisions shall not be
23. Intellectual property right s affected thereby and shall remain in full force and effect.
It is hereby acknowledged and agreed that the Company retains the 30. Joint & several liability
ownership of all intellectual property rights, including but not If the Client constitutes a joint venture or a consortium or a
limited partnership;
to property rights in the design and in all Drawings, Specifications a) all persons constituting such joint venture or consortium or
and documents prepared by the Company and any Sub-Company’s partnership
or Vendors, belongs and shall be remain solely to the Company in shall be deemed to be jointly and severally liable to the
whole or in part, in any manner at the Company’s sole discretion. Company for the performance of the Contract;
The Client hereby disclaims any right whatsoever on these b) such joint venture or consortium or partnership shall notify the
intellectual Company of their leader who shall have authority to bind the
property rights in which cases the Client shall be duly informed Client
in that regard. This intellectual property right entitlement shall not and each of persons constituting such joint venture or consortium
only be limited to any maintenance, repair and renewal, or partnership; and
reinstatement c) The Client shall not alter its composition or legal status without
and enlargement of the Works. The Client shall ensure that the prior intimation to the Company.
any provisions of this type necessary to protect the intellectual 31. Assignment
property The Client shall not be entitled to assign his rights or claim under
rights of the Company are included in all its contracts with other this Contract to any third party without a prior written consent
contractors. from
24. Settleme nt of disputes and arbitrat ion the Company.
Any dispute, difference or controversy of whatever nature arising
between the Parties or a dispute or difference on any account or
as to the withholding by the Client of any payment to which the
Company may claim to be and entitled to, then in any such case,
out of or in relation to the Contract and so notified in writing by
either Party to the other shall in the first instance be attempted to
be
resolved amicably and shall be referred to a director of each Party
or his nominee, for amicable settlement. Upon such reference, the
two shall meet at the earliest mutual convenience and in any event
within fifteen days of such reference to discuss and attempt to
amicably
resolve the Dispute.
In the event that the Dispute in question is not resolved amicably
within the stipulated time then either Party may refer the Dispute
to
arbitration tribunal comprising one arbitrator under the Indian
Arbitration
and Conciliation Act, 1996 as amended from time to time.
In the event of the failure by any Party to agree on an arbitrator
within thirty Working Days from the date of the receipt of the
notice
from the other Party, such arbitrator shall be appointed by the High
Court of Delhi.
The award of the arbitrator shall be final and binding on both the
Parties and shall be set forth in a reasoned opinion. The arbitration
venue shall be New Delhi. The procedure for the arbitration shall
be determined by the arbitrator. Costs of such arbitration shall be
borne by the Party or Parties as decided/instructed by the
Arbitrator
and the cost interalia shall include the fees of the arbitrator.The
language
of arbitration shall be English and the award shall be made
in English language.
The courts at New Delhi shall have exclusive jurisdiction in
respect
of matters under or pertaining to this Contract.
25. Govering law
The governing law of the Offer/Contract shall be Indian law.
26. Jurisdiction
The Contract is deemed to be concluded at New Delhi and the
courts of New Delhi shall have the exclusive jurisdiction over all
disputes
arising out of or by virtue of this Offer or subsequent Orders