GENERAL CONDITIONS OF SUBCONTRACT

1.0 GENERAL:

1.1 The conditions stated herein form the “General Conditions of Subcontract” as defined in the “Work Order” awarded to the “Subcontractor” whose offer has been accepted by .............. (hereinafter referred to as CBPU / Contractor) for the execution of the “Subcontract Works”.

2.0 DEFINITIONS AND INTERPRETATIONS:

2.1 In the Subcontract Work Order the following words and expressions shall have the meanings hereby assigned to them except when the context otherwise requires.

a. Employer:

"Employer" is the company / agency / firm / partnership / individual or like as stated in the Letter Of Intent / Acceptance or Work Order or Subcontract Agreement and the legal successors in title to, or assignees of, such person, as the Contractor shall notify the Subcontractor from time to time.

b. Contractor:

“Contractor” shall mean .............. having it’s registered office at …….“(hereinafter referred to as Contractor / ..............).

c. Service provider:

"Service provider" is the company / agency / firm / partnership / individual or like as stated in the Contractor’s Letter Of Intent / Acceptance or Work Order or Subcontract Agreement whose offer has been accepted by the Contractor and the legal successors in title to such person, but not (except with the written consent of the Contractor) any assignee of such person.

d. Subcontract Works:

“Subcontract Works” means the work(s) to be executed, items and / or activities to be provided / carried out, and / or services and activities to be performed in accordance with the Work Order issued to the Subcontractor or part(s) thereof as the case may be and shall include all extra or additional, altered or substituted or temporary works as required for performance of the Subcontract and urgent measures which in the opinion of the Contractor become necessary during the process of work to obviate any risk of accident or failure.

e. Subcontract:

“Subcontract” means the Work Order placed on the Subcontractor by the Contractor for the execution of the specified portion of the Work(s), in accordance with the Conditions of Contract, Specifications, Priced Bill of Quantities, Drawings and any other documents as may be expressly incorporated in the Order Documents.

f. Subcontract Value:

“Subcontract Value” means the total sum derived from the quantities and item rates accepted by Contractor after deduction of all rebates as per the Priced Bill of Quantities enclosed with the Work Order.

g. Temporary Works:

“Temporary Works” means all temporary works of every kind, provisions, acts and deeds by the Subcontractor necessary to perform the Works in accordance with the Subcontract.

h. Specifications:

“Specifications” means the directions, technical specifications, requirements and provisions furnished or approved in writing by the representative(s) of the Contractor or the Employer as the case may be.

i. Words – singular and plural:

Words imparting the singular only also include the plural and vice versa, where the context requires.

j. Headings:

The headings in the Conditions of Subcontract shall not be deemed part thereof or be taken into consideration in the interpretation or construction thereof or of the Subcontract.

3.0 LANGUAGE:

The language in which the Subcontract documents shall be drawn up and all further correspondence inverse between the Contractor and the Subcontractor shall be English.

4.0 GOVERNING LAW:

This Subcontract is construed and shall be governed as per the laws, statutes, legislations and statutory enactments as applicable in India.

5.0 DOCUMENTS FORMING SUBCONTRACT:

The several documents forming the “Subcontract”, listed in the Work Order or the Subcontract Agreement (if any), are to be taken as mutually explanatory of one another unless otherwise provided in the Work Order or the Subcontract Agreement (if any). In case of any disagreement between the documents, the order of priority of the documents forming the Subcontract shall be as follows:

Subcontract Agreement / Work Order (WO). General Conditions of Subcontract. Quality Assurance Plan (QAP) Any other document forming part of the Subcontract.

6.0 NO PRIVITY OF CONTRACT OF THE SUBCONTRACTOR WITH THE EMPLOYER:

Nothing herein shall be construed as creating any privities of contract between the Subcontractor and the Employer.

7.0 MODIFICATIONS, ALTERATIONS, CHANGES:

The Subcontract Works are to be executed as per the terms and conditions of the Work Order, Specification, Bill Of Quantities, etc. and any modifications / additions/ changes necessary as per the opinion of the Project Manager of the Contractor and/or specification shall be conveyed to the Subcontractor in writing and the same shall be adhered by the Subcontractor. The Subcontractor shall not make any changes, whatsoever, unless instructed in writing by the Contractor. If any modification / additions / changes in the opinion of the Subcontractor results in cost implications, the proposal to be submitted by the Subcontractor to the Contractor in writing for review & mutual agreement before proceeding with the work.

Subcontractor undertakes to support the Contractor in every respect in terms of technical support data and evidence of costs and the like in pursuit of modification / alteration under the Subcontract. The Subcontractor hereby agrees that all modifications / alterations approved by the Contractor shall be duly supported with backup documents where such backup documents shall include but not be limited to labour and engineering man-hours, material takeoff, technical justifications, etc.

Where the requested work is not of a similar nature or is not carried out under similar conditions to work prices in the subcontract or there are no appropriate rates or prices in the subcontract then the fair evaluation shall be made utilizing invoices, payroll documents satisfactory to the contractor. Subcontractor shall maintain records of manpower and equipments on daily basis which will be signed by contractor’s representative.

8.0 NOTICES, CONSENTS, APPROVALS, CERTIFICATES, CONFIRMATIONS AND DETERMINATIONS:

Wherever in the Subcontract provision is made for the giving or issue of any notice, consent, approval, certificate, confirmation or determination by any person, unless otherwise specified such notice, consent, approval, certificate, confirmation or determination shall be in writing and the words "notify”, “certify”, “confirm” or "determine" shall be construed accordingly. Any such notice, consent, approval, certificate, confirmation or determination shall not unreasonably be withheld or delayed.

9.0 INSTRUCTIONS TO BE IN WRITING:

Instructions given by the Contractor shall be in writing, provided that if for any reason the Contractor considers it necessary to give any such instruction orally, the Subcontractor shall comply with such instruction. Confirmation in writing of such oral instruction given by the Contractor, whether before or after the carrying out of the instruction, shall be deemed to be an instruction within the meaning of this Clause. Provided further that if the Subcontractor, within 7 (seven) days, confirms in writing to the Contractor any oral instruction of the Contractor and such confirmation is not contradicted in writing within 7 (seven) days by the Contractor, it shall be deemed to be an instruction of the Contractor.

10.0 LIQUIDATED DAMAGES:

If the completion of the work is delayed for reasons attributable to the Subcontractor, beyond the scheduled period, liquidated damages will be levied on the Subcontractor at the rate “0.5% (half per cent) of the subcontract value for each week of delay. Overall limit of Liquidated Damages will be maximum 5% (five per cent) of the Subcontract Value.”

11.0 DEFECTS LIABILITY PERIOD:

11.1 Defects liability period shall be as mentioned in the Special Conditions of Subcontract reckoned from the Date of issue of Completion Certificate of Works by the Contractor unless otherwise specified in the LOI / Work Order. The Subcontractor during such period shall be liable for making good any defects in the material, plant or workmanship and the removal, proper rectification / repair and replacement of the same as shall be necessary, notwithstanding any previous tests thereof, if in the opinion of the Contractor the same is not in accordance with the Subcontract. The Subcontractor shall carry out all the removal, repairs, rectification and replacement on this account at no extra cost to the Contractor whatsoever.

11.2 In the event the Subcontractor does not rectify or replace the defects within a reasonable time, Contractor reserves the right to carryout such rectification

utilizing the retention money or by any other means as deemed fit and further at the risk and cost of the Subcontractor

12.0 ASSIGNMENT OF SUBCONTRACT:

The Subcontractor shall not sublet, subcontract or assign the part or whole of the Subcontract Works to his subcontractor or subagents, without prior written consent of the Contractor. Any such consent shall not relieve the Subcontractor from any liability or obligation under the Subcontract and the Subcontractor shall be responsible for the acts, defaults and neglects of any of his subcontractors, including such subcontractor's agents, servants or workmen as fully as if they were the acts, defaults or neglects of the Subcontractor, his agents, servants or workmen.

13.0 RESOURCE DEPLOYMENT:

The Subcontractor at no extra cost to the Contractor shall arrange all equipment, material, manpower & facilities required for the execution of the Subcontract Works within the specified duration. In case the Subcontractor fails to deploy adequate number of plant/equipment and/or other resources required for the timely execution of the Subcontract Works, the Contractor reserves the right to engage the same at the risk and cost of the Subcontractor. The Subcontractor will not remove any plant and equipment from the site without the written permission of the Contractor.

14.0 TIME OF COMPLETION:

14.1 Time is the essence of the contract.

14.2 The Subcontractor will mobilize and start the work at site within 15 (Fifteen) days of receipt of the work order. The entire work is to be completed with in the time stipulated in the Special Conditions of Subcontract.

15.0 WORK PROGRAMME:

15.1 The Subcontractor shall submit within 10 (Ten) days from the date of Contractor’s Letter of Intent or Acceptance or Work Order, but before the commencement of the Subcontractor Works, a detailed work programme & methodology. The programme shall identify all critical activities including (but not limited to) manpower and equipment deployment / utilization for the work, milestones etc. the Contractor shall approve the same with any modifications if so required and the Subcontractor shall strictly adhere to the program & methodology.

15.2 Any such review or approval shall not relieve the Subcontractor of his liability or obligation for the timely completion of the Subcontract Works to the approved/required quality & specification.

16.0 PERFORMANCE BANK GUARANTEE:

Performance Bank Guarantee of shall be submitted by the Subcontractor as per format enclosed from any nationalized bank within 15 (Fifteen) days of receipt of order / LOI, which shall be valid till completion of the Defects Liability Period. The amount of the Performance Bank Guarantee shall be as per Appendix to the General Conditions of Subcontract.

17.0 RETENTION MONEY:

An amount (including escalation payable if any) of the running account bill / interim progress bill shall be deducted from all invoices / running account / interim progress bills towards cash retention. The retention money held shall be returned without interest to the Subcontractor within 3 months of the end of defects liability period. “5 % (Five per cent) of the bill value shall be deducted up to 5% of the gross value of the Subcontract.”

18.0 TEMPORARY ENABLING WORKS:

18.1 The Subcontractor shall make his own provisions for all the Temporary works required for the purpose of executing and completing the Subcontract Works. He shall also arrange and is liable for all statutory and other obligations to test or inspect the Temporary Works to be used by his agents, servants or workers or to provide suitable Temporary Works for their use at his own risk and cost.

18.2 The Subcontractor shall also submit the detail design and drawings of all temporary works including scaffolding / staging / shuttering work to the Contractor for review. Any such submission to the Contractor or review by the Contractor does not relieve the Subcontractor of his liability or obligation for the safety or successful performance of the same. The Subcontractor shall make changes to the design and drawings as necessary for the safety and performance of the temporary works as pointed out during the review stage by the Contractor / Employer without any extra cost and time.

19.0 INSPECTION OF WORKS:

The Contractor at its own will inspect the works carried out by the Subcontractor and review the reports submitted by the Subcontractor. The Employer, their consultants and their inspectors shall also have right to conduct inspection of the works carried out by the Subcontractor or the equipment deployed for execution during any stage with prior information to the Subcontractor. The Subcontractor promptly without any additional cost and time to Contractor shall rectify any non-compliance pointed out.

20.0 NON – PERFORMANCE:

In case the Subcontractor does not mobilize adequately, or does not commence the work, or does not progress satisfactorily, or does not maintain quality of work or neglect or does not comply with instructions, or do not make payments to their workmen, do not comply and observe statutory laws of the place of work

the Contractor reserves the rights to take all or any of the following remedial measures (not necessarily in the same order) by serving 7 days notice –

a) Reduce the Scope of Work.

b) Execute the balance work in full or part (including any rectification in work already executed by the Subcontractor) either on its own or through any other agency at the risk and cost of the Subcontractor as well as recover all losses from the Subcontractor.

c) Termination of Subcontract.

Any other method as appropriate for due performance.

21.0 SAFETY REQUIREMENTS:

1) SUBCONTRACTOR shall observe safety measures in accordance with Exhibit ___ of this SUBCONTRACT.

2) The Subcontractor shall take all precautions for the safety of persons including Third party and property with respect to performance of WORK and comply with the necessary safety measures as per provisions of applicable laws, ordinances, rules, regulations, orders and also as per requirement of the Employer. SUBCONTRACTOR shall be responsible for extra costs arising from violations of the same.

3) CONTRACTOR, or their authorized representatives, shall have unrestricted access at all reasonable times to the facilities, equipment, materials, personnel and records of the SUBCONTRACTOR to audit any or all of the Health, Safety and Environmental Management System(s) of the SUBCONTRACTOR. The SUBCONTRACTOR shall provide full cooperation in the audits. The SUBCONTRACTOR shall implement all agreed recommendations from such audits within a timescale mutually agreed between CONTRACTOR and the SUBCONTRACTOR.

4) Prior to commencing work, the SUBCONTRACTOR shall ensure that all personnel proposed for work have been given the necessary HSE & job related training required by law as well as training in the appropriate safety policies and procedures. SUBCONTRACTOR shall maintain all records of safety and environmental training and of personnel job competency for the period of the contract.

5) SUBCONTRACTOR’S obligation to observe safety measures in accordance with this clause shall be considered an essential, basic obligation, and failure to comply with the same shall constitute a material breach of this SUBCONTRACT

and shall give the CONTRACTOR a right to terminate the SUBCONTRACT pursuant to Clause - "Termination".

22.0 ENVIRONMENTAL REQUIREMENTS:

22.1 The Subcontractor shall abide by the statutory environmental requirements as specified by the Contractor. Acceptance and Signing of the Work Order confirms that the Subcontractor is in possession of the said document/s for his reference, necessary action and has understood the same. The Subcontractor having understood the environmental norms explicitly agrees that any incidental cost of adhering to the environmental norms is included in unit rates agreed.

22.2 The Subcontractor shall provide, adopt and implement all environmental requirements including those specific to the Work and shall indemnify the Contractor against all losses and/or claims that may arise due to the non-observation of environmental requirements by the Subcontractor. The Subcontractor shall make good any such damage and/or compensate such damages caused by his action at his own risk and cost with no liability or cost on the Contractor.

22.3 In case the Subcontractor fails to meet the environmental requirements, the Contractor reserves the right to enforce the same and recover the cost on this account from monthly running account bills/ interim bills / final bill of the subcontractor.

23.0 EMPLOYEE PROVIDENT FUND:

23.1 The Subcontractor shall have to comply with the Provident Fund rules applicable for his workers, make timely payment, submit all documents to the concerned authorities, and submit copies to the Contractor as documentary evidence. The Subcontractor shall obtain establishment code no. and their employees PF Account No and provide to the Contractor’s Project Manager as called for within 7 days of start of work at site. In case of any failure on Subcontractor’s part to do so, the required amount will be recovered from Subcontractor’s work bills as per

Employees Provident Fund Act 1961, Jammu & Kashmir plus 10% of the total amount deposited on account of Provident Fund as service charge of the actual wages as per minimum wages act 1948 and P.F. contribution as aforesaid will be paid by the Contractor from Subcontractor’s recoveries.

23.2 The Subcontractor will have to submit to the Contractor 'Register of Wages and Muster Roll' every month after disbursement of payments. In case the Subcontractor does not submit the ‘Register of wages and Muster roll in time or does not make timely payments to their workmen, the subsequent payment of any nature shall not be released against the work done in the following month.

24.0 TEMPORARY FACILITIES TO BE PROVIDED BY THE SUBCONTRACTOR:

The subcontractor, in addition to his scope of executing the Permanent works, shall also provide for Mess and Canteen facilities in line with the provision of “Building and Other Construction Works” (Regulation of Employment and Conditions of Service) Act 1996 and other relevant statutes.

25.0 QUALITY ASSURANCE PROGRAMME:

25.1 Subcontractor shall submit within 10 (Ten) days of Subcontract award, its Quality Assurance Programme and Quality Control Programme in accordance with this Subcontract to Contractor for approval. The Quality Assurance Programme shall include, but not be limited to, quality manual, contract quality plan, procedures with sample forms and flow diagrams.

25.2 The Quality Assurance Plan shall be finally modified and approved by the Employer, which will be binding on the Subcontractor.

25.3 In addition and within 7 days of Subcontract Award, Subcontractor shall submit the various organization charts, procedures, personnel details and other documentation described in the Subcontract.

25.4 The Contractor reserves the right to assess Subcontractor's quality management system during execution of the Work to determine that Subcontractor is adhering to the approved Quality Assurance Programme. Failure of Subcontractor to adhere to the Quality Assurance Programme shall entitle Contractor to withhold payment for any work that is not performed in accordance with the said programme and the Contractor reserves their right to enforce Non-performance Clause 20.

25.5 In the event that quality requirements are being prejudiced or may be prejudiced by improper performance of the Work, Contractor shall be entitled, without discharge of Subcontractor's obligations, to enforce at Subcontractor's cost, such corrective actions as may be necessary to meet such quality requirements.

25.6 The Subcontractor shall incorporate into its Programme any additional requirements that it knows from its own experience will be necessary for proper quality control of the Work in particular, for e.g., shall include, for any concrete Work, placement and curing inspection and approval system based on batch

cards or similar, which shall provide for both Subcontractor and Contractor evidence of inspection and approval prior to concrete placement.

25.7 Subcontractor shall implement its entire Quality Assurance Programme from commencement of Work until Final Acceptance

26.0 EMPLOYEES OF OTHER SUBCONTRACTORS:

Subcontractor shall not employ or engage in his work employees of any other subcontractor working at the Site without written consent of such other subcontractor.

27.0 TAXES AND DUTIES:

27.1 The Subcontractor’s rate shall be inclusive of all taxes and duties including VAT, Service Tax, Cess, Entry Tax, Excise Duty, Octroi etc.

27.2 The Contractor will issue to the Subcontractor necessary Tax Deduction Certificates (TDS) under the Income Tax and relevant Sales Tax Act.

28.0 EXECUTION OF WORK:

28.1 The work shall be carried out as per directions, technical specifications, requirements and provisions and modification(s) thereof or addition(s) thereto as may from time to time be furnished or approved in writing by the CONTRACTOR. The materials used in the Works and the general workmanship requirement shall strictly comply with the approved/required specifications.

28.2 In case of accidents, injuries non-fatal or fatal and/or damage to any equipment /plant or material or other resources due to negligence or action of the Subcontractor, Contractor and Employer shall be indemnified.

28.3 In case the Subcontractor damages any of the Contractor’s or any other agency’s property or persons while executing the Subcontract, then the Subcontractor will be fully responsible for the same and make good / compensate the loss.

28.4 The Subcontractor shall perform maintenance (daily, scheduled and emergency) of all his construction equipment. Contractor may require the removal from site of any Subcontractor’s equipment that is considered unsafe or fails to perform its function, at the total cost and impact on the Subcontractor.

28.5 The Subcontractor shall observe rules and regulations of the Contractor as well as all statutory laws and regulations in force. The Subcontractor shall also maintain adequate records towards observance of the laws. The Contractor shall be indemnified in case of Subcontractor’s default due to non-observance of any of the statutory laws and/or regulations.

28.6 The Subcontractor shall take directions from the Contractor’s representative only and execute the Subcontract Works as per his direction to the required specification & schedule.

28.7 No idle charges will be paid for any reason whatsoever.

28.8 Before successful completion of the Subcontract Works under this Subcontract, the Subcontractor shall not undertake any work for any other agency at the Employer’s Site/Project unless specifically approved by the Contractor in writing. Further the Subcontractor shall not commit any plant / equipment mobilized for this work to any other work / job during the period the plant / equipment is required as per the Contractor for the execution of this work.

28.9 The Subcontractor shall be responsible for the security and safety of his (including those supplied / handed over to him by the Contractor) plant/equipment, camp, belongings, personnel, materials etc. at no extra cost to

the Contractor. The Contractor will not be responsible or liable for any loss to the Subcontractor on this account. The Subcontractor shall delegate the responsibility of implementation of safety rules to one of his staff. All safety appliances like helmet, safety shoes, hand gloves, etc. shall be arranged by the Subcontractor at the Subcontractor’s cost.

28.10 The Contractor’s logo shall be displayed on all plant / equipment deployed by the Subcontractor at the Contractor’s project site for the execution of the Subcontract.

28.11 This Subcontract order is subject to the approval of the Subcontract & Subcontractor’s scope of work by the Employer. In case the Employer refuses such approval, this Subcontract shall automatically be terminated without any claim / obligation on the Contractor.

28.12 If in any circumstance the scope of work defined in the Subcontract Work is deleted / reduced from the Contractor’s Main contract, then this Subcontract stand terminated / scope reduced automatically without any claims / obligation on the Contractor by the Subcontractor.

28.13 The Contractor reserves the right to terminate the Subcontract for reason beyond the Contractor’s control. The work completed at the time of termination will be jointly assessed for payment.

28.14 The Subcontractor shall maintain and submit the entire document required by the Contractor / Employer necessary for quality assurance/control and all other relevant record pertaining to this Subcontract Work.

28.15 The Subcontractor shall fulfill and submit the required documentation as required/directed by the Contractor from time to time and before claiming the final payment / performance bank guarantee / retention deposit / completion certificate.

28.16 The Subcontractor is deemed to have, prior to the acceptance of the Work Order, visited, inspected and examined the site where the work is to be executed and its surroundings and information available in connection therewith and to have satisfied himself and, in general, shall be deemed to have obtained all necessary

information for the execution of the work including (but not limited to) risks, contingencies and all other circumstances which may influence or effect the work. The Subcontractor is deemed to have taken into consideration all such information while agreeing to the rates, terms & conditions of the work order and no claims whatsoever shall be entertained in this regard.

28.17 The Subcontractor shall work in close co-operation with other subcontractor(s)/ departmental staff working in the adjacent sections.

29.0 VARIATION IN QUANTITIES:

The quantities mentioned in the Bill of Quantities are tentative and will be subjected to variation as per approved design, drawings and actual site

conditions. The quantities may vary to any extent, but the rates shall remain firm and fixed and not subject to any variation on this account.

30.0 PRICE BASIS:

The contract unit rate for above work shall include cost of all equipment, labour, tools, tackles, plant, equipment for transportation of materials, all handling, re-handling, lead and lift, whether by head load or any other means, feeding to plant, mixing, unloading to carriers, transporting, laying compacting, testing etc. complete including all taxes including, sales tax / VAT, duties, cess, levies, octroi, royalties, insurance, quality and environmental requirements etc. to complete the scope of work to the entire satisfaction of the Contractor’s Engineer In Charge / Clients / Consultants. All incidental expenses for testing of material, approval, certification of BOQ shall also be included in the rates.

31.0 RATES FOR PAYMENT:

31.1 Payment will be made on the actual quantity executed as per accepted rates based on the quantities certified by the Client. No variation in rates/prices of material, consumables or wages, escalation or on any other account whatsoever shall be payable under this contract except what is admissible as per Escalation Clause if provided in the Special Condition of Subcontract.

32.0 TERMS OF PAYMENT:

32.1 The Subcontractor shall submit monthly R.A. bills along with the Tax Invoice as mentioned in Clause 25 hereof against which the payments will be made in Indian Rupees on the basis of joint measurements by the Subcontractor’s representative and the Engineer-in-charge or representative of the Contractor, within thirty (30) days from the date of receipt of the bill by the Contractor, subject to certification of execution of the quantities by the Employer, after deducting the statutory charges, advance drawn, if any, retention & other recoveries.

32.2 All monthly R.A. bills shall be supported by reconciliation statement of materials issued to the subcontractor.

32.3 Based on the joint measurements entered in the running account bills, the subcontractor shall submit his ‘final’ bill along with the details of measurement and calculation of quantities in proforma approved by the of Contractor / the Contractor’s representative which will be released after certification of the quantities by the Employer.

33.0 CLAIMS / IDLE TIME CHARGES:

There will be no claims from the subcontractor towards work interruptions due to safety, monsoons, work permits etc. Idle time charges shall not be payable whatsoever may be the reasons. There shall not claims towards compensation for extended stay.

34.0 INSURANCE:

34.1 The Subcontractor shall without absolving the Subcontractor / the Contractor’s obligations and responsibilities undertake and submit the following insurance policies at his own expenses:

a. Loss or damage to Plant and Machinery engaged by the Subcontractor to the full replacement cost.

b. The labour employed by the Contractor / Subcontractor have been already covered under insurance taken by the Contractor.

35.0 LABOUR:

35.1 The Subcontractor shall, in accordance with the Labour Laws, comply with the following and adhere to the same during the course of execution of work:

a. Obtain code number for depositing Provident Fund amount of Subcontractor’s workmen and submit challans every month along with wages sheet.

b. Obtain ESI Code number if ESI is applicable to workmen in the said Project.

c. Should not engage Child Labour at work. d. Due to the adverse site conditions, male workers would be preferred.e. Shall maintain registers, records as required under various Labour Laws

and also strictly comply provisions of various Labour laws.f. For engaging migrant workmen, the Subcontractor shall obtain

registration under Interstate Migrant Act.g. To pay minimum rates to workmen as per Minimum Wages Act prevailing

in the project area.h. Various statutory returns are to be submitted to concerned authorities

under intimation to the Contractor

35.2 No extra payment shall be made to the Subcontractor for complying with the labour laws and regulations

36.0 DOCUMENTS – PRIVATE AND CONFIDENTIAL:

The Subcontractor shall treat the Work Order and everything contained therein as private and confidential and shall not publish or issue to any third party any information, drawing, document or photograph concerning the works and shall not use the site for the purpose of advertising except with the written consent of the Contractor.

37.0 DEFECT RECTIFICATION PLAN:

All the defect rectification should be applicable as per the codal provisions.

38.0 TERMINATION OF CONTRACT:

In case the Subcontractor does not submit the Performance Guarantee within the specified time frame or if the Subcontractor’s progress is constantly found to be below the accepted programme and/or if the quality of work being executed by the Subcontractor falls below the expected standards as laid down, in such cases, in the interest of timely completion of the project and to maintain the high quality of work the Contractor reserves the right to delete any part , or , the entire balance work under the scope from the Subcontractor and get such works executed by other agencies , at the risk and cost of the Subcontractor. In such a case, no compensation or damages or any other extra payment shall be made to the Subcontractor.

39.0 FORCE MAJEURE:

If any time, during the continuance of this contract, the performance in whole or in part by either party of any obligation under this contract shall be prevented or delayed by reason of any war, hostility, acts of public enemy, civil commotion, sabotage, serious loss or damage by fire, explosions, epidemics, strikes, lockouts or acts of God (hereinafter referred to ‘events’) provided, notice of the happening of any such event is given by either party to the other within 30 days

from the date of occurrence thereof, neither party shall by reason of such event, be entitled to terminate this contract nor shall either party have any claim for damages against the other in respect of such non-performance of delay in performance, and works under the contract shall be resumed as soon as practicable after such event has come to an end or ceased to exist, and the decision of the Engineer in-charge as to whether the works have been so resumed or not shall be final and conclusive, PROVIDED FURTHER that if the performance in whole or in part of any obligation under this contract is prevented or delayed by reason of any such event for a period exceeding 60 days, either party may at his option terminate the contract by giving notice to the other party.

40.0 SETTLEMENT OF DISPUTES:

This Subcontract shall be governed by and is construed in accordance with the laws of India.

In the event that any Dispute arises between the Parties, the Parties shall first use their reasonable efforts to reach an amicable solution of any Dispute by means of direct negotiation within fifteen (15) days from the date that a Party notifies the Dispute, failing which any Party may refer such Dispute to the Courts of Mumbai Jurisdiction.

Notwithstanding the fact that settlement of dispute(s) (if any) may be pending, the Subcontractor shall continue to be governed by and perform the work in accordance with the provisions under this Subcontract.

PROFORMA OF BANK GUARANTEE FOR MOBILIZATION ADVANCE

This guarantee executed this _____________ date of __________ 201_ by ( Banker's Name and address) hereinafter called the Guarantor of ONE PART in favour of .............. Infrastructure Limited having its Registered Office at .............. House, 16,Shah Industrial Estate, Veera Desai Road, Azad Nagar Post, Andheri (West), Bombay 400053" (hereinafter called "The Principal") which expression shall unless excluded by or repugnant to the context be deemed to include its successors or Assigns of the OTHER PART.

In consideration of the Principal having awarded certain work for ____________________________________________________________ toM/s.__________________________________________________________having their registered office at ________________________________ (hereinafter called "the Sub-Contractor" which expression shall unless excluded by or repugnant to the context be deemed to include it successors and assigns) under certain terms and conditions inter alia mentioned in the Principals Letter of Acceptance No._______ dated______ read with the relative sub-contract Documents(hereinafter collectively called "the Sub-Contract" which expression shall include any formal contract entered into between the Principal and Sub-Contractor in supersession of the said Letter of Acceptance or modification in the Sub-contract) andWHEREAS the Sub-Contractor has confirmed that they shall fulfil the terms of the said the Sub-Contract issued by the Principal, andWHEREAS the principal has agreed to make payment of advance of Rs............. (Rupees .................................... only) in terms of the said Sub-Contract to the Sub-Contractor on a condition that the Sub-Contractor furnishes a guarantee from a scheduled bank for the amount to be advanced by the Principal as provided in the said Sub-Contract (hereinafter called the said advance). WHEREAS we "the Guarantor" have been requested by the Sub-Contractor to issue a guarantee for Rs......... (Rupees .....................only) in favour of the Principal and we the Guarantors are in agreement to do so.NOW THIS AGREEMENT WITNESSETH that in consideration of the premises, we the Guarantor (Bankers Name and Address) hereby confirm our agreement and undertake to pay to the Principal upon demand in writing whenever required by them to do so such sum or sums of money not exceeding the said sum of Rs............. (Rupees ........................................ only).

We, the Guarantors do hereby undertake to indemnify and keep indemnified the Principal to the extent of Rs................. (Rupees .................................... only).

We, the Guarantors, further agrees that on a demand made by the Principal for honouring the Bank Guarantee, we, the said Guarantor, have no right to refuse or decline the demand for any reason whatsoever. The fact that there is a dispute between the Sub- Contractor and the Principal is no ground for us, to decline to honour the demand under this Guarantee and the Principal shall always have a right to enforce the Bank Guarantee unconditionally without any reference to the said Sub-Contractor.

We, the Guarantor, further agree that a mere demand by the Principal is sufficient for us, to pay the amount covered by the Bank Guarantee without reference to the said

Sub-Contractor and any protest by the said Sub-Contractor cannot be valid ground for us, to decline payment to the said Principal.

We, the Guarantor, further agree that the Guarantee herein contained shall remain in force and effect for a period upto .......... from the date hereof.

The Principal shall have the fullest liberty without affecting in any way the liability of the Guarantor under this Guarantee or indemnity, from time to time, to vary any of the terms and conditions of the said Sub-Contractor to extend time of performance by the said Sub- Contractor or to extend time or postpone for any time and from time to time any of the powers exercisable by it against the said Sub- Contractor whether to enforce or forbear from enforcing any of the terms and conditions governing the said Sub-Contract or securities available to the Principal and we the Guarantors shall not be released from its liability under these presents by any exercise by the Principal of the liberty with reference to the matter aforesaid or by reasons of time being given to the said Sub-Contractor or any other forbearance act or commission on the part of the Principal or to any indulgence of the Principal to the said Sub-Contractor or any other matter or thing whatsoever which under the law relating to sureties would, but for these provisions have the effect of so releasing us, the Guarantors from its such liability.

It shall not be necessary for the Principal to proceed against the Sub-Contractor before proceeding against us, the Guarantors and the Guarantee herein contained shall be unconditionally enforceable against us, the Guarantors, notwithstanding any security which the Principal may have obtained or obtain from the Sub-Contractor at the time when proceedings are taken against us, the Guarantors hereunder be outstanding or unrealised.

We, the Guarantors, lastly undertake not to revoke this Guarantee during its currency except with the previous consent of the Principal in writing and agree that any change in the constitution of the said Sub-Contractor or the Guarantor shall not discharge our liability hereunder.

Our liability under this Guarantee is restricted to Rs............. (Rupees .........................................), and shall remain in force until unless a demand or claim under this Guarantee is made on us in writing on or before............................ Thereafter all the rights of the Principal under this Guarantee shall be forfeited and we shall be relieved and discharged from all liability(s) under this Guarantee. Dated this ________ day of ____________ , 201__.

PROFORMA OF PERFORMANCE BANK GUARANTEE

This guarantee executed this _____________ date of __________ 201_ by (Banker's Name and address) hereinafter called the Guarantor of ONE PART in favour of .............. Infrastructure Limited having its Registered Office at .............. House, 16,Shah Industrial Estate, Veera Desai Road,Azad Nagar Post, Andheri (West), Bombay 400053" (hereinafter called "The Principal") which expression shall unless excluded by or repugnant to the context be deemed to include its successors or assigns of the OTHER PART.

In consideration of the Principal having awarded certain work for ____________________________________________________________ to M/s.__________________________________________________________having their registered office at ____________________________________ (hereinafter called "the Sub-Contractor" which expression shall unless excluded by or repugnant to the context be deemed to include it successors and assigns) under certain terms and conditions inter alia mentioned in the Principals Letter of Acceptance No._______ dated______ read with the relative sub- contract Documents(hereinafter collectively called "the Sub- Contract" which expression shall include any formal contract entered into between the Principal and Sub-Contractor in supersession of the said Letter of Acceptance or modification in the Sub-contract) and WHEREAS the Sub-Contractor has confirmed that they shall fulfil the terms of the said Sub-Contract issued by the Principal, and

WHEREAS the Sub-Contractor has agreed to submit to the Principal Performance Guarantee for....% (...........) of the value of the Sub-Contract in favour of the Principal for a minimum period of..... month reckoned from the date hereof.WHEREAS we "the Guarantor" have been requested by the Sub- Contractor to issue a performance guarantee for Rs......... (Rupees .....................only) in favour of the Principal and we the Guarantors are in agreement to do so.NOW THIS AGREEMENT WITNESSETH that in consideration of the premises, we the Guarantor (Bankers Name and Address) hereby confirm our agreement and undertake to pay to the Principal upon demand in writing whenever required by them to do so such sum or sums of money not exceeding the said sum of Rs............. (Rupees ........................................ only) arising out of any loss or damage suffered or that may be suffered by the Principal as a result of breach in fulfilment of the conditions of the said Sub-contract on the part of the Sub-Contractor and due to any defect which arise during the agreed period as said above in the said work as per the terms of the Sub-Contract. We, the Guarantors do hereby undertake to indemnify and keep indemnified the Principal to the extent of Rs.................(Rupees ....................................only). We, the Guarantors, further agrees that on a demand made by the Principal for honouring the Bank Guarantee, we, the said Guarantor, have no right to refuse or decline the demand for any reason whatsoever. The fact that there is a dispute between the Sub-Contractor and the Principal is no ground for us, to decline to honour the demand under this Guarantee and the Principal shall always have a right to enforce the Bank Guarantee unconditionally without any reference to the said Sub-Contractor.

We, the Guarantor, further agree that a mere demand by the Principal is sufficient for us, to pay the amount covered by the Bank Guarantee without reference to the said Sub-Contractor and any protest by the said Sub-Contractor cannot be valid ground for us, to decline payment to the said Principal.

We, the Guarantor, further agree that the Guarantee herein contained shall remain in force and effect for a period up to .......... from the date hereof.

The Principal shall have the fullest liberty without affecting in any way the liability of the Guarantor under this Guarantee or indemnity, from time to time, to vary any of the terms and conditions of the said Sub-Contractor to extend time of performance by the said Sub-Contractor or to extend time or postpone for any time and from time to time any of the powers exercisable by it against the said Sub-Contractor whether to enforce or forbear from enforcing any of the terms and conditions governing the said Sub-Contract or securities available to the Principal and we the Guarantors shall not be released from its liability under these presents by any exercise by the Principal of the liberty with reference to the matter aforesaid or by reasons of time being given to the said Sub-Contractor or any other forbearance act or commission on the part of the Principal or to any indulgence of the Principal to the said Sub-Contractor or any other matter or thing whatsoever which under the law relating to sureties would, but for these provisions have the effect of so releasing us, the Guarantors from its such liability.

It shall not be necessary for the Principal to proceed against the Sub-Contractor before proceeding against us, the Guarantors and the Guarantee herein contained shall be unconditionally enforceable against us, the Guarantors, notwithstanding any security which the Principal may have obtained or obtain from the Sub-Contractor at the time when proceedings are taken against us, the Guarantors hereunder be outstanding or unrealised.

We, the Guarantors, lastly undertake not to revoke this Guarantee during its currency except with the previous consent of the Principal in writing and agree that any change in the constitution of the said Sub-Contractor or the Guarantor shall not discharge our liability hereunder.

Our liability under this Guarantee is restricted to Rs.............(Rupees .........................................), and shall remain in force until unless a demand or claim under this Guarantee is made on us in Writing on or before............................ Thereafter all the rights of the Principal under this Guarantee shall be forfeited and we shall be relieved and discharged from all liability(s) under this Guarantee .Dated this ________ day of ____________, 201__.