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NATIONAL FERTILIZERS LIMITED
(A Govt. of India Under taking)
VIJAIPUR-473111, DISTRICT: GUNA(M.P.)
An ISO 9001 & ISO 14001 Certified Unit
: 07544-273580FAX: 0091-7544-273109/273089
___________________________________________________________________________
____
Ref. No.:NFVP/MECH/UREA/E-5/2018-19 Date:07.05.2018
INVITATION TO BID (ITB)
To,
M/s Saipem (A subsidiary of EniS.p.A.)
VialeAlcide De gasperi,16
I-20097 San Donato Milanese
Italy
SUBJECT: INVITATION TO BID FOR RENDERING THE ENGINEERING
SERVICES TOWARDS THE MANUFACTURING OF CARBAMATE CONDENSER
FOR UREA LINE-I OF NFL,VIJAIPUR.
ITB NO: NFVP/MECH/UREA/E-5/2018-19
Date of Issue 07.05.2018
BID Closing Date & Time 17.05.2018 , 15.00 HRS
Unpriced Technical Bid
Opening Date & Time
17.05.2018, 15.30 HRS
Price Bid Opening Date &
Time
Shall be intimated after Un-priced technical bid opening and its
evaluation.
Venue of Opening Office of DGM(M&C) NFL, Vijaipur, Distt-Guna, Madhya
Pradesh INDIA
Type of Bid TWO PART, Single select
Completion Period 24(Twenty Four ) months from the Date of issue of
LOI/FOI/E-mail
Validity of Offer 120 (one hundred twenty) days from the Closing date for the
submission of the technical bid.
For and behalf of
National fertilizers Limited, India
(HR Gupta)
DGM (Mech. & Civil)
2
SECTION-A
1.0 BACKGROUND
1.1 NATIONAL FERTILIZERS LIMITED (A Govt. Of India undertaking) herein referred
to as NFL , is a company incorporated in India under Companies Act , 1956 ,having it‟s
registered office at SCOPE COMPLEX CORE-III, 7, Institutional area, Lodhi road
New Delhi-110 003 and Corporate office at A-11, Sector –24, Dist-GautamBudhnagar,
NOIDA-201301, UP and production units at Nangal, Bhatinda (in the state of Punjab),
Panipat (in the state of Haryana) and Vijaipur ( in the state of Madhya Pradesh) .
Vijaipur plant is located at Vijaipur in the District Guna in the state M.P. on Agra –
Mumbai National Highway (NH-3), about 550 Kilometers from Delhi. Site is well
connected by B.G. Railway line and road to all parts of India.Atit‟sVijaipur site.
There are two Ammonia and two Urea Plants, Ammonia I & II and Urea I & II,
commissioned in 1987 & 1997 respectively along with related bagging & offsite
facilities.Urea-II plants are based on Saipem‟s Ammonia stripping process.These plants
were originally designed for the 2x1100 MTPD of urea. Later on the capacity was
reassessed to 2X1310 MTPD of urea. The capacity was further enhanced to 2X1515
MTPD for Urea Line-I
1.2 OBJECTIVE:
The Carbamate Condenser of 11 & 21 unit of Urea Line-I were supplied by M/s
Nuovopignoneand commissioned in the year 1987. These condenser were found
suitable for the revamped capacity of 2X1515 MTPD, for Urea-I plant. Presently the
Carbamate condenser has undergone thinning in the tubes. Based on their condition,
NFL has decided to replace one number Carbamate Condenser under engineering
consultancy and inspection services of M/s. Saipem, being the urea technology licensor.
The carbamate condenser shall be replaced with new one by keeping all nozzles, associated
auxiliaries, piping, foundation and structure same.
2.0 SCOPE OF WORK: The scope of work of M/s Saipem shall include the following:
Carbamate Condenser E-5 for Urea Line-1
2.1 Documents related:
a) Preparation of Carbamate Condenser UPDATED process data-sheet.
b) Preparation of complete specifications and technical documentation with the following
information for procurement of the Carbamate Condenser:
- applicable codes;
- SAIPEM general specifications;
- SAIPEM standards;
- Particular arrangements and inspection instructions.
The above documents shall be a part of the Specification for enquiry for Carbamate
Condenser procurement and manufacturing, necessary for issuance of the enquiries to
the vendors.
c) During the manufacturingof the Carbamate Condenser:
Review of drawings submitted by the manufacturer of the Carbamate Condenser, based
on the Saipemdata-sheet, which will be timely supplied to M/s Saipem by NFL or
directly by manufacturer.
Saipem shall verify the compliance “from the process standpoint only” with Saipem‟s
prescriptions of the following aspects:
- general arrangement
3
- material in contact with process fluid
- lay-out of internals and weep-holes
- tube to tube-sheet joints
Review and approval of design calculations and all other fabrication and inspection
documents executed by manufacturer.
Review of WPS, Quality Control Plan, N.D.E. procedures, fabrication sequence plan.
To ensure the performance of new Carbamate Condenser shall same as that of existing
onei.e. w.r.t. total heating surface area and total heat exchanged.
d) M/s Saipem shall provide list of approved vendors toissue of NIT for procurement of
Carbamate Condenser.
2.2 Inspection services:
Once the vendor for manufacturing of the Carbamate Condenser is finalized by NFL,
M/s Saipem scope of inspections to be performed at manufacturer‟s workshop for
Carbamate Condenser shall be as below:
a) Pre-inspection meeting:
A Pre-Inspection meeting may be held at manufacturer‟s workshop or at NFL Vijaipur
for the clarifications on the issues related to manufacturing of the equipment like
check/review the drawings, welding procedure, quality control plan, N.D.E.
procedures, fabrication sequence plan and to finalize the procedure and time schedule
of inspections. M/s Saipem to send their technical representatives for the pre-inspection
meetings.
b) Intermediate inspections:
Intermediate inspections shall include inspections for tubesat tube supplier‟s works,
review of inspection certificates for tubes, HUEY test reports,chemical analysis,
macroscopic examination, tube to tube sheet welding,inter-pass temperature monitoring
during welding, any other critical activity, etc.
c) Final inspection:
Final inspections shall include witness of hydraulic tests of tube side, Helium leak test,
DP tests wherever required, Ferrite tests, review of test certificates and manufacturers
test book, etc.
d) The critical activities shall be witnessed by M/s Saipem at Vendor‟s shop or its sub-
vendor shop. The detailed witness and review inspections shall be included in the
Quality Assurance Plan finalized with the vendor.
3.0 BID SUBMISSION PROCEDURE:
Bid shall be submitted in a covering envelope superscribed with
1. The Name of this job.
2. Our Enquiry Number.
3. Date of Opening of the Priced & Un-priced bids.
4. SAIPEM name & seal.
The covering envelope shall contain Two separately sealed envelopes, marked as
Envelope#1, & 2 each super scribed with Name of Job, Enquiry Number and Date of
Opening of the envelope. Contents of the two above said envelopes shall be as follows:
Envelope # 1 -Un-pricedTechno Commercial Bid in original.
Envelope # 2 -Priced commercial Bid in Original.
3.1 Following attachments with annexure enclosed are part of this invitation to bid:
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Section A -Attachments A-1 to A-3.
(i) BID Form, (ii) Price schedule and (iii)
Checklist of Terms & Conditions accepted/deviated.
Section B -Instruction to SAIPEM
Section C -General Terms and conditions of contract
SAIPEM is required to go through the documents thoroughly and ensure submission of
bids in time. It may be noted that bid documents are nontransferable.
4.0 Clarification on submission of bids :
A) For all clarifications against this ITB, the correspondence shall be addressed to
Dy. G.M.(Mechanical& Civil)
National Fertilizers Limited
Vijaipur-473111 Distt. – Guna
State – Madhya Pradesh, INDIA
E-mail: [email protected]
B) Bids in sealed cover be sent to :
Dy. G.M. (Mechanical & Civil)
National Fertilizers Limited,Vijaipur-473111
Distt.:Guna, State: Madhya Pradesh, INDIA
Please acknowledge receipt of bid documents and confirm by return Fax that you are
submitting bid. In case you are not submitting the bid please do send regret and return bid
documents.
Thanking You,
For & on behalf of
National Fertilizers Limited, Vijaipur, India
(H R GUPTA)
Dy. General Manager (Mech. & Civil)
E mail:[email protected]
5
TO BE PUT IN SEALED ENVELOPE MARKED ENVELOPE # 1
Attachment A-1
BID FORM
SUBJECT:RENDERING THE ENGINEERING SERVICES TOWARDS
THEMANUFACTURING OF CARBAMATE CONDENSER FOR UREA LINE-I OF
NFL,VIJAIPUR..
With reference to your subject invitation to bid (ITB), we are pleased to submit our bid for the
subject _______________________________in double sealed covers as detailed below:
Part – I :Technical and un-priced commercial bid.
Part – II :Priced Bid.
We undertake that in the event of acceptance of our bid within the validity period of 120 days
from the date of price bid opening, this bid as modified by mutually acceptable written
changes/amendments till date of notification of award, together with your written notification of
award shall constitute a binding contract between us until a formal contract is prepared and
executed.
We understand that NFL is not bound to accept this bid submitted by SAIPEM.
Dated this ___________________________day of ____________________2018
Authorized Signatories
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Section A Attachment A-2
TO BE PUT IN SEALED ENVELOPE MARKED ENVELOPE # 2
Schedule of Prices for Carbamate Condenser (Qty: 01)
The fees and rates quoted above shall exclude any and all tax & duties leviable on
Saipem in INDIA on the fees and payments to be made to Saipem and their
personnel deputed for supervision of services to the OWNER.
International/Local Travel Expanses, boarding and lodging charges shall be
reimbursed extra at actual.
Authorized Signatory
S
No Item Currency Quoted Unit Price Qty. Amount
1. Service Described at Clause no. 2 of
Scope of work for rendering
engineering services for the
manufacturing of Carbamate
Condenser
Figures
1
Words
2. Inspection services at manufacturer
workshop forCarbamate Condenser
Figures
1
Words
3. Additional Services like Specific
Erection, Pre-commissioning and
Commissioning Services, if required
at site on manday basis. SAIPEM to
quote:
Mandays Rate:
Mandays required:
Figures
Words
7
Section A Attachment A-3
TO BE PUT IN SEALED COVERING ENVELOPE
Checklist of terms & condition quoted
(SAIPEM must confirm / comment point by point)
ITB No : NFVP/MECH/UREA/E-5/2018-19
Item _________________________
SAIPEM _________________________________
We confirm / clarify as in Table below.
(Note1: SAIPEM to attach Deviation List in case of Non Acceptance & mention the cross
reference from the list in the corresponding column)
Note 2: The deviations marked in the following table along with their reference in the
deviation list shall only be valid.)
S
No. Description Accepted
Deviation List‟s
Ref. No/Remarks
Yes No
1. Prices have been quoted as
per Schedule of Prices at
Section A, Attachment A2.
2. Indian Agent, if any.
2a. Name & Address.
2b. Percentage of agency
commission, if any,
included. in the quoted
prices
2c. Mention Percentage of
agency commission as % of
Lump sum Price.
2d. Agency Commission is
payable directly to Indian
Agent in equivalent Indian
Rupees.
3. Firm Prices during Contract
Period
4. Tax & Duties
Fees and payments shall
8
S
No. Description Accepted
Deviation List‟s
Ref. No/Remarks
Yes No
exclude any and all taxes
(Income Tax, GST, etc.)
leviable on SAIPEM and
payable in India on the fees
and payments to be made to
SAIPEM. NFL will pay
these taxes. These fees,
however, shall include all
taxes, which are imposed
outside India on SAIPEM in
connection with this work.
SAIPEM shall give
assistance to NFL in NFL's
dealings with Indian Income
Tax Authorities for taxes, if
any, leviable on the fees to
SAIPEM for this work.
5. Terms of payment agreed as
per ITB and other Tender
documents attached thereto.
6. Bank Guarantees for
Performance as per Formats
accepted
7. Discount, If any
8. Confirm Validity of 120
days from Date of Price Bid
opening.
9. Technical Conformity with
technical Specifications :
The Offer is Without any
deviations
10. Any other deviation not
specified in 1 to 12 above
11. All other Terms &
Conditions as per different
Annexure/attachments/
Documents accepted.
12. Reference list of users of
similar services given
13. Name, Designation. Tel.
No, Emails of contact
person for this ITB
9
We note that wherever terms and conditions indicated in this summary of terms and
conditions are at variance with the terms and conditions quoted elsewhere in our offer; the
terms and conditions indicated in this check list Section-A Attachment-A-3 shall prevail.
Date: Authorized Signatory
10
SECTION-B
INSTRUCTION TO SAIPEM
1.0 GENERAL INSTRUCTIONS
1.1 Bids submitted after the time and date fixed for receipt of bids as set out in the Invitation
to Bid are liable to be rejected.
1.2 The works referred herein is as rendering the Engineering Services towards the
manufacturing of Carbamate Condenserfor Urea Line-I plant of N.F.L. Vijaipur as per
scope defined in this ITB.
1.3 M/s SAIPEM shall accept all the terms and condition of the NIT. However, deviation, if
any, should be spelt out by them in the offer.
1.4 M/s SAIPEM (whether their bid is accepted or not) should treat the details of the
specification and the documents attached thereto as private and confidential.
1.5 NFL shall be under no obligation to entertain/accept any claim /demand of M/s SAIPEM
for the cost, charges or incidentals for or in connection with the preparation and
submission of bid.
1.6 In case SAIPEM is not interested to quote, the ITB documents may please be returned to
NFL with all enclosures.
1.7 SAIPEM shall bear all costs associated with preparation & submission of the Bid and
NFL shall in no case, be responsible or liable for these costs, regardless of the conduct or
outcome of the bidding process.
2.0 JOB INFORMATION
2.1 Information regarding the, plant capacities, location, approach to site and meteorological
conditions as prevailing at the site are given in the Technical Specification and Design
Basis.
3.0 SCOPE OF BID
3.1 The scope of the Bid shall be on the basis of a single SAIPEM responsibility, completely
covering the works as defined in the ITB.
4.0 TIME SCHEDULE
4.1 Time is the Essence of the Contract. The basic considerations and the essence of contract
shall be the strict adherence to the time schedule for performing the specified works.
4.2 SAIPEM has to furnish, along with the bid, a tentative schedule of completion of works
which shall be finalized by the NFL & shall then become the document for achieving the
targets, so as to fulfill NFL‟s requirements of completion schedule for the works as
mentioned in the accompanying technical specifications / invitation to bid.
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5.0 BRAND NAMES
5.1 The specific reference on these specifications or documents to any material by trade
name, make, a catalogue number shall be construed as establishing standard of quality
and performance and not as limiting competition. SAIPEM may offer similar equipment
provided it meets specified design standards and performance requirements.
6.0 SUBMISSION OF BIDS
6.1 All bids shall be prepared by typing or printing with indelible black ink in the Bid sheets
included in the specifications. Original bid, complete in all respects shall be submitted by
SAIPEM. SAIPEM bid and the documents attached thereto shall be considered as
forming part of the Contract Documents..
6.2 SAIPEM must submit the bids in two parts each in separate sealed cover prominently
superscribed as envelope I & II and also indicating on each of the envelope the Enquiry
Number, Name of Job and Date of Opening of the Bid. These two envelopes shall contain
the details of the bid in the following manner:
ENVELOPE # 1 : UNPRICED TECHNO-COMMERCIAL BID
This shall be superscribed “Un-priced Techno-Commercial Bid” and shall contain:
a) Full details of the profile of the firm, list of experience of successful implementation of
similar job etc.
b) Process Guarantees as set forth in this ITB.
c) Un-priced Commercial Terms and Conditions with clear listing of deviations.
d) Check List of Terms and Conditions Accepted/Deviated along with details of
deviations, if any as per attachment A-3.
e) Latest Solvency Certificate issued by SAIPEM‟s Banker showing the financial ability.
ENVELOPE # 2
Prices only
Envelope-II should be superscribed “Price Bid” & shall contain schedule of prices as at
Attachment A-2of Invitation to Bid completely filled in by SAIPEM. The schedule of
prices shall indicate total prices/ rates, in figures as well as in words.
Sealed Envelopes # 1 &2 with above details shall be submitted in a sealed Covering
envelope containing these two envelopes and shall be superscribed as under in bold
letters:
“BID FOR RENDERING THE ENGINEERING SERVICES TOWARDS
THEMANUFACTURING OF CARBAMATE CONDENSER FOR UREA LINE-I OF
NFL, VIJAIPUR.”
ITB No. : NFVP/MECH/UREA/E-5/2018-19
Due date of opening and time of Un-priced bids:
12
SAIPEM Name & Seal
and shall be submitted to the
Dy. G.M. (Mechanical& Civil)
National Fertilizers Ltd.
Vijaipur – 473 111
State - Madhya Pradesh,
INDIA
6.3 a) Envelope – I of the bids will be opened at the time and date set for opening of un-
priced technical bids, and relevant details of the bids opened, will be read out. SAIPEM
authorized representatives (upto two persons) may attend the bid opening.
b) The Envelope – II of the bid shall be opened on the date and time as intimated later on
after getting all clarifications on un-priced technical bid in Envelope-I.
6.4 SAIPEM has the option of sending the bid by registered post or submit the bid in person,
so as to reach by the due date and time indicated in the „Invitation to Bid‟. NFL will not
be responsible for any transit delays/losses and bids received after due date shal l be liable
to be rejected.
6.5 Bids submitted by telex / telegram / fax / e-mail will not be accepted. The NFL reserves
the right to reject the bid if it is not submitted according to the instructions stipulated
above.
7.0 LANGUAGE OF THE BID
7.1 All information in the bid shall be in English language only. This includes Technical
Literatures also.
8.0 SIGNING OF BIDS
8.1 The bid must contain the name, residence and place of business of the person or
persons making the bid and must be signed and sealed by SAIPEM with his usual
signatures. The names of all persons signing should be typed or printed below the
signature. All the pages of the bids submitted in original must be signed by the
Authorized Signatory of SAIPEM.
8.2 Bid by a partnership firm must be furnished with full names of all partners and be
signed with the partnership name followed by the signature and designation of one of
the authorized partners or authorized representative(s).
8.3 A bid by a Corporation / Company must be signed with the legal name of the
Corporation/ Company by the President, Managing Director or by the secretary or other
person or persons authorized to bid on behalf of Corporation / Company in the matter,
with the official seal of the Company.
8.4 A bid by a person who affixes to his signature the word „President‟, „Managing
Director‟, „Secretary‟, „Agent‟ or other designation without disclosing his principal is
13
liable to be rejected. Satisfactory evidence of authority of the person signing on behalf
of SAIPEM shall be furnished with the bids.
8.5 SAIPEM name stated on the Bid shall be the exact legal name of the firm.
8.6 Eraser or other changes in the bid documents shall be endorsed by the initials of the
person signing the bid.
8.7 Bids not conforming to the above requirement of signing may be disqualified.
9.0 INFORMATION REQUIRED WITH THE BID
9.1 Each bid must clearly indicate the type of each principal item of equipment proposed to
be installed & should contain all the documents.
9.2 The above information shall be provided by SAIPEM (in Envelope-I) in the form of
separate sheets, drawings, catalogues etc. in Three (3) copies.
9.3 Oral statements made by SAIPEM at any time regarding quality, quantity or
arrangement of the equipment/system/scheme or any other matter will not be
entertained.
9.4 Standard catalogue pages and other documents of SAIPEM may be used in the bid to
provide additional information and data as deemed necessary by SAIPEM.
10.0 UNDERSTANDING AND CLARIFICATION ON DOCUMENTS AND
SPECIFICATIONS
10.1 SAIPEM is required to carefully examine the specifications and documents and fully
inform themselves as to all the conditions and matters which may, in any way affect the
works or the cost thereof.
10.2 If SAIPEM is in doubt as to the true meaning of any part of these documents, he shall
at once request in writing for interpretation / clarification to NFL. NFL then, will issue
interpretations and clarifications as they may think fit in writing. After receipt of each
interpretation and clarification, SAIPEM may submit his bid but within the time and
date as specified in the Invitation to Bid. All such interpretation and clarifications shall
form a part of the documents and accompany SAIPEM proposal. SAIPEM shall be
deemed to have carefully examined the whole of the documents to have removed
any doubts he may have had in addition to have fully informed themselves as to
the site and local conditions affecting the carrying out of the Contract and to have
made due allowance in his price.
10.3 Verbal clarification and information given by the NFL or his employee(s) or his
representative(s) shall not in any way be binding on the NFL.
11.0 LOCAL CONDITIONS
14
11.1 It will be imperative on SAIPEM to fully inform themselves of all local conditions and
factors which may have any effect on the execution of the works covered under these
documents.
11.2 It shall be understood and agreed that such factors have properly been investigated and
considered while submitting the proposals. No claim for financial adjustment to any
contract awarded under these specifications and documents will be permitted by NFL.
Neither any change in the time schedules of the contract nor any financial adjustments
arising thereof based on the lack of such clear information or its effect on the cost of
the works to SAIPEM, shall be permitted by NFL.
12.0 PRICE BASIS, CURRENCY AND PAYMENTS
12.1 Price is to be quoted in INR, US Dollarsor Euro.
12.2 SAIPEM shall quote in their proposals in Envelope-II the firm prices under “schedule
of rates” for the entire scope of work as per technical specifications. SAIPEM shall
quote the rates excluding all Indian Taxes.
12.3 All Indian Taxes and Duties, as applicable, shall be paid by NFL, as specified in Article
7 of Section-C.
13.0 POLICY FOR BID UNDER CONSIDERATION
13.1 Bids shall be deemed to be under consideration immediately after they are opened and
until such time that the official intimation of award / rejection is made by NFL to
SAIPEM. While the bids are under consideration, SAIPEM and/or their representatives
or other interested parties are advised to refrain from contacting by any means, NFL
and/or his employees / representatives on matters related to the bids under
consideration. NFL, if necessary will obtain clarification on the bids by requesting for
such information from SAIPEM in writing. SAIPEM will not be permitted to change
the substance of the bid after the bid is opened.
14.0 EFFECT AND VALIDITY OF BID
14.1 The submission of any bid connected with these documents and specifications shall not
constitute an ITB which means that SAIPEM shall have no cause of action or claim
against NFL for rejection of his bid. NFL shall always be at liberty to reject or accept
any bid or bids at his sole discretion and any such action will not be called into
question and SAIPEM shall have no claim in that regard against NFL.
14.2 The bids should be kept valid for acceptance for a period of one hundred and Twenty
(120) calendar days from the date of opening of Price Bids.
15.0 AWARD OF CONTRACT
15.1 Notification of Award of Contract will be made by the Letter of Intent or Fax of Intent
to SAIPEM by NFL. The date of Transmission of The Letter of Intent or Fax of Intent
will be the Effective Date of the Contract (EDC).
15.2 The contract will be awarded to qualified and responsive SAIPEM in conformity with
the requirements of these specifications and documents, and NFL shall be the sole judge
15
in this regard. A responsive bid is one which accepts all terms and conditions of these
specification and documents without any major modifications to the content of this Bid.
A major modification is one which affects in any way the prices, quality, quantity or
desired period of completion or any other condition which limits in any way the
responsibilities or liabilities of SAIPEM or any rights of NFL as required in these
specifications and documents.
16.0 EVALUATION OF BID
16.1 A first evaluation will be made by NFL based on the information furnished by SAIPEM
in Envelope-I. SAIPEM has to satisfy them that full information is furnished in
Envelope-I as required herein under in the specifications. Lack of particulars or
incomplete information furnished in Envelope-I may cause rejection of the bid.
16.2 Bid received and found acceptable for consideration will be evaluated by NFL to
ascertain suitability in the interest of NFL, based on the cost benefit analysis, for the
complete works covered under these specifications and documents.
17.0 PRICE VARIATION
17.1 SAIPEM shall quote firm prices/rates in the price schedule. Firm prices/rates shall not
be subject to any escalation till final acceptance of the equipment. Bids with variable
prices may be disqualified.
18.0 PERFORMANCE BANK GUARANTEE
18.1 As a Contract Security, in the event the work is awarded to SAIPEM, they will be
required to furnish a Security cum Performance Bank Guarantee (PBG), in the form
attached at Appendix-III of Section-C and its sub clauses of General Terms &
Conditions. The Guarantee amount shall be equal to Fifteen percent (15%) of the total
contract price and it shall guarantee for the faithful performance of the contract in
accordance with the terms and conditions specified in these documents and
specifications. The said PBG shall be issued or counter guaranteed by any Indian
scheduled Bank excluding Gramin / Cooperative bank. Counter guarantee charges shall
be to SAIPEM Account.
The Performance Bank Guarantee (PBG) is to be submitted by SAIPEM within 15 days
of Notification of Award, i.e. Letter of Intent or Fax of Intent. The PBG will be valid for
12 months from the date of acceptance of Carbamate Condenser or 36 months from the
Effective Date of Contract plus 06 months towards claim lodging period.
18.2 The Performance Bank Guarantee will be returned to SAIPEM on the final settlement
and successful completion of the contractual obligation.
18.3 The applicants (contractors/suppliers/service provider), required to furnish original bank
guarantee to NFL in paper format as per the terms of NIT, shall approach their bank (s) for
issuance of bank guarantee in favour of NFL alongwith a request to confirm the same to
SBI, Commercial Branch, South Extn. Part-I, New Delhi (IFSC Code SBIN0000730 &
16
Swift Code SBININBB220). In turn BG issuing bank shall advise SBI Branch at South
Extn. New Delhi through swift about issuance of such BG.
“The tenderer shall furnish a Bank Guarantee from any of the Scheduled Bank excluding
Gramin/Cooperative Bank in the form specified by NFL against Security Deposit for the
faithful execution and proper fulfillment of the contract. The PBG will be valid for 12
months from the date of acceptance of Carbamate Condenser or 36 months from the
Effective Date of Contract plus 06 months towards claim lodging period The Bank
Guarantee should be submitted by Bankers directly to NFL in a sealed cover and not
through supplier.
The party shall also arrange confirmation of Bank Guarantee (including all amendments)
by their issuing bank through SFMS (Structured Financial Messaging System) mode
directly to State Bank of India, N-3, Ist & 2nd
Floor, Commercial Branch, South Extn. Part-
I, New Delhi-110049 (IFSC Code – SBIN0000730 or SBININBB220).”
19.0 CONTRACT QUALITY ASSURANCE
19.1 SAIPEM shall include in their proposal quality assurance programs containing the
over- all quality, management and procedures which he proposes to follow in the
performance of the works during various phases as detailed in the General Technical
conditions.
19.2 At the time of award of the contract; the detailed quality assurance programs to be
followed for the execution of the contract will be mutually discussed and agreed to and
such agreed programs shall form a part of the contract.
20.0 SUITABILITY OF PLANT
20.1 Before submitting his bid, SAIPEM shall ensure that compliance with any requirements
would not render the plant unsuitable in any respect for the purposes mentioned or
inherent in the specification. Should SAIPEM consider that compliance with any
requirement of the Specification would render the plant unsuitable, they shall submit a
proposal or proposals for modifying the requirements and shall include these in the
“Schedule of Deviations” as deviations from the specification.
21.0 ACCEPTANCE OF SPECIFICATIONS
SAIPEM in his proposal under Envelope#1 must conform to the Technical Conditions
& Specifications and Terms and conditions of ITB and no deviations to this will be
accepted.
22.0 PRESENT COMMITMENTS OF SAIPEM
SAIPEM shall submit details of the present commitments along with the bid in the form of a
schedule attached separately as Annexure.
17
SECTION-C
GENERAL TERMS AND CONDITIONS
ARTICLE -1 DEFINITIONS
Wherever used in this ITB unless inconsistent with or otherwise indicated by the
context, the following terms shall have the meaning as defined against them hereunder:
1. ACCEPTANCE DATE means the date of Certificate of Acceptance of New Equipment
pursuant to Article 16.0.
2. ITB means an ITB between Saipem, Italy and NFL, forRendering the Engineering
Services towards the manufacturing of Carbamate Condenser for Urea Line-Iplant of
N.F.L. Vijaipur.
3. EFFECTIVE DATE means the effective date of this ITB pursuant to Article 2.0 of this
ITB.
4. EXISTING UREA-IPLANT means the existing Urea-I Plant at Vijaipur site having
revamped capacity of 3030 MTPD Fertilizer Grade prilled Urea.
5. MECHANICAL COMPLETION means date on which Carbamate Condenser areready
with pre-commissioning completed and inclusive of complete installation, erection &
hook up, for taking the feed and can continue to receive feed leading to production of
urea as mentioned in Article 12.
6. NFL / Owner means National Fertilizers Limited, and shall include its successors and
permitted assignees and (where the context permits) NFL's REPRESENTATIVES as
may be nominated from time to time by NFL in writing to for the purpose of this
WORK.
7. NFL's REPRESENTATIVE means any person, firm or company authorized by NFL to
act on NFL's behalf and nominated from time to time by NFL in writing for the purpose
of this WORK.
8. PURCHASE ORDER means the purchase order and all attached exhibits and
documents referred to therein and all terms and conditions thereof together with any
subsequent modifications thereof.
9. UREA PROCESS shall mean SAIPEM‟s stripping process to produce fertilizer grade,
prilled uncoated urea using Ammonia as the stripping medium.
10. SAIPEM TECHNICAL INFORMATION shall mean data, plans, specifications, flow
sheets, drawings, instructions, and similar information relating to design specifications
for Carbamate Condenser.
11. SITE means that part of the Project Site at Vijaipur, Madhya Pradesh where WORK is
to be done for Installation of Carbamate Condenser.
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12. VENDOR means (as the case may be) any person, firm or company selected from
whom bids are invited and orders are placed for the supply of Carbamate Condenser to
NFL.
13. WORK means all duties, services, responsibilities and obligations to be discharged by
SAIPEM under this ITB for manufacturing of Carbamate Condenser.
14. Total Contract Value is the sum of Lump sum Fee for Preparation of technical
documents, Stage wise Inspection, Review of documents and Dispatch clearance as
stipulated at Attachment-A-2 (1) & (2) and Article 6.2 of Section-C.
ARTICLE 2 EFFECTIVE DATE
The Effective Date of Contract (EDC) shall be the date of issue of Letter of Intent (LOI) or
Fax of Intent (FOI)/E-mail by NFL.
ARTICLE 3: License and SAIPEM General Responsibility
3.1 License
a. To have the Carbamate Condenser commissioned using SAIPEM TECHNICAL
INFORMATION and engineering services of SAIPEM to be supplied by SAIPEM
under this ITB
3.2 SAIPEM‟S General Responsibility
3.2.1 SAIPEM shall furnish services of engineers, designers, draftsmen and other persons
required for the performance of the work pursuant to contract to be entered between
NFL and SAIPEM.
3.2.2 SAIPEM shall in particular provide and be responsible for the tasks described and
outlined in Article 4 of this ITB.
3.2.3 The obligations and responsibilities listed in or referred to in this Article 3 are indicated
in detail in Article 4 without prejudice to the generality of the foregoing. The
enumeration in Article 4 shall not in any manner limit the general scope of obligations
and responsibilities of designing, engineering, construction supervision, commissioning
of Carbamate Condenser within the scope of SAIPEM.
3.2.4 In the event that there is any equipment or WORK of the type provided for, which is
not specifically mentioned in the specifications or drawings but which is mutually
agreed to be necessary (even though not mentioned in this ITB) for normal, safe, and
continuous operation of Carbamate Condenser SAIPEM shall include such equipment
and perform such items of work also free of cost to NFL as if the same had been
originally included in the ITB. Such equipment could for example be items for which
information was not made available to SAIPEM during preparation of the technical
documents.
3.2.5 SAIPEM shall provide technical assistance to obtain certificates under Indian Boiler
Regulation Act, Indian Electricity Act and Rules, Indian Explosives Authorities, Tariff
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Advisory Committee, Factory Inspectorate, Central Pollution Control Board, Madhya
Pradesh Pollution Control Board etc. for EQUIPMENT if applicable.
3.2.6 SAIPEM shall ensure optimisation, co-ordination and integration between the
Carbamate Condenser with the existing facilities.
3.2.7 SAIPEM shall obtain required data, specification and other information about the
EXISTING Carbamate Condenser of UREAPLANT from NFL and satisfy itself about
the reliability of the information.
3.2.8 To furnish the performance Guarantee of Carbamate Condenser as per process data.
ARTICLE 4: SAIPEMOBLIGATIONS
4.1 SAIPEMENGINEERING SERVICES
SAIPEM shall prepare and supply the technical documents for the Carbamate
Condenser as defined in Appendix I to this ITB. Such documents shall be prepared in
accordance with the Design Basis as specified in the Appendix II to this ITB and shall
be supplied to NFL in accordance with the Delivery Schedule specified in Article - 12.3
& 12.4 of this ITB.
During technical documents preparation stage SAIPEM to ensure that all the limitations
are taken care of to achieve the basic objectives of replacement of existing Carbamate
Condenser while keeping the Production Capacity and energy efficiency as mentioned
in Article 13 of Section-C.
4.2 Review of Documentation:
SAIPEM shall review the technical documentation for the Carbamate Condenser
prepared by the Equipment supplier engaged by NFL. The technical documentation
shall be supplied to SAIPEM for review as specified in clause 3.0 of Appendix I to this
ITB. The purpose of such review is to see whether the process and design requirements
of SAIPEM are satisfied. SAIPEM shall inform NFL of its comments with remedial
measures, if any, within 10 (ten) working days (official working days at SAIPEM
office) from receipt of documentation keeping in view the overall time schedule as per
the master time schedule prepared by SAIPEM for the PROJECT.
4.3 Technical Assistance in India:
As such no Technical Assistance from SAIPEM is envisaged in India however,
SAIPEM may indicate the specific points for which they would like to associate their
manpower in India/ Vijaipur site particularly for performance test if needed. For this
purpose SAIPEM may indicate their Manday Rate and minimum Mandays required.
4.4 Codes and Standards
The engineering shall be performed according to acceptable international standards,
which shall be specified by SAIPEM, meeting safety and other requirements of various
Codes and Regulations being in force in India.
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4.5 Drawings and Documents
SAIPEM shall prepare or secure and furnish to NFL all data, specifications, drawings,
plans, and other documents required for WORK as per Appendix I.
4.6 NFL's Review
SAIPEM shall associate NFL's REPRESENTATIVES with WORK as carried out by
SAIPEM. NFL's REPRESENTATIVES shall review for acceptance of documents
specified as per a pre-defined Co-ordination Procedure to be finalised during Kick off
Meeting.
Approval or acceptance given by NFL shall not relieve SAIPEM of its obligations
under ITB.
4.7 Inspection & Expediting shall be performed by Saipem.
4.8 Network Schedule
Within two weeks from the EFFECTIVE DATE, SAIPEM shall provide the project
Master Schedule. The Master Schedule will indicate activities such as Kick off
meeting, Preparation of technical documents for issue of enquiry, detailed Engineering,
Procurement and Manufacturing schedule, etc. to achieve the target date of Carbamate
Condenser commissioning. This Master Schedule shall be discussed and approved by
NFL.
4.9 Manufacturing Aids, Spares and Special Maintenance Tools
SAIPEM in its specification shall recommend based on experience from other plants, a
list of spares and special maintenance tools and fixtures sufficient for commissioning
and for normal operation and maintenance of New Equipment for a period of two years.
The spares recommended shall be optimum, so as not to fall short during
commissioning and two years' operation thereafter, but shall not be very high so as to
cause an excessive inventory.
4.10 Commissioning Services:
If needed, SAIPEMshall provide services for supervision and direction of
commissioning after pre-commissioning activities have been completed giving due
regard to safety of EQUIPMENT according to sound international practice. NFL shall
provide experienced trained operating and maintenance personnel who shall work under
the supervision of SAIPEM. The commissioning activities shall include the following:
a) Introduction of feed & lining-up of various sections of UREA plant with new
equipment leading to production of Prilled Urea.
b) Stabilizing the new equipment and stepping up production to full rated capacity.
4.11 Laws and Regulations
SAIPEM shall abide, while fulfilling its obligations, by all applicable Codes, laws, and
Regulations from time to time in force in the State of Madhya Pradesh and in India. In
the event of change in any codes, laws, or regulations applicable to Carbamate
Condenser after EFFECTIVE DATE, which alters the scope of SAIPEM obligations,
SAIPEM shall agree to make the necessary change in scope of WORK subject to
provision of Article 11.
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4.12 Technical Information
SAIPEM shall furnish to NFL, SAIPEM‟s Technical Information and Know-How as
may be necessary for the operation of Carbamate Condenser relating to SAIPEM
processes. SAIPEM will grant to NFL an irrevocable right to use the said technical
information and Know-How and shall further advise NFL of any improvements in
process, know-how, engineering, operation methods, and other conditions which will
result in more efficient operation of Carbamate Condenser that are developed by
SAIPEM or have come to the knowledge of SAIPEM without any cost to NFL.
4.13 Work of Equipment supplier
NFL shall engage supplier for the design, manufacturing and supply of Carbamate
Condenser based on basic design submitted by SAIPEM. SAIPEM shall provide
technical service assistance as per sub clause 4.2 to review the supplier‟s work.
4.14 Co-ordination
SAIPEM and NFL shall:
a) Review & finalise the basic design conditions for Carbamate Condenser.
b) SAIPEM shall provide necessary assistance to NFL for integration and
optimisation of Carbamate Condenser with existing facilities related specifically
to overall steam system and power network within BATTERY LIMITS.
c) Co-ordinate as per Appendix-IV.
ARTICLE 5 NFL'S Obligations
5.1 General
NFL shall be responsible for fulfilling all obligations as specified
Article 5.
5.2 Basic Design Conditions
In consultation with NFL, SAIPEM shall finalise information concerning the basic
design conditions as soon as practicable. SAIPEM shall verify and satisfy themselves
the accuracy, consistency and adequacy of such information.
5.3 Government Clearances
SAIPEMshall assist NFL in obtaining visas and other permits for expatriate personnel
of SAIPEMand/or other documentation
5.4 Facilities for SAIPEM Personnel
NFL shall assist in obtaining Visas and other Permits from the appropriate authorities
in India for SAIPEM expatriate personnel to enter and stay in India as necessary for
performance of WORK in India. NFL shall also provide facilities to SAIPEM
expatriate personnel in accordance with the provisions Appendix-V of this ITB.
5.5 Documentation for EXISTING UREA-I PLANT
NFL shall provide SAIPEM with documentation on EXISTING Carbamate Condenser
as required by SAIPEM and as available to enable SAIPEM to carry out their WORK
and to ensure integration with the EXISTING UREA-I plant facilities. In the event
NFL cannot provide certain documentation, then NFL, SAIPEMand equipment
Carbamate Condenser shall discuss and jointly find the solution.
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ARTICLE 6 FEES TO SAIPEM
6.1 General
SAIPEM shall receive the fees as specified in this Article 6 for the faithful performance
of WORK as specified in detail in Article 3 & 4 of this ITB. The fees provided for in
this Article 6 shall cover entire consideration payable to SAIPEM for all obligations of
SAIPEM except as otherwise provided for in this ITB.
6.2 Technical Services
SAIPEM shall submit their fees as per Attachment A-2 (1) & (2) of Section A.
6.3 For Technical Assistance in India by SAIPEM engineers as referred to in sub-clause 4.3
of this ITB, on Manday Rate basis
6.4 Price Basis:
The prices quoted as above by SAIPEM will remain Firm and Fixed throughout entire
period of the Contract.
ARTICLE 7: TAXES
7.1 Fees and payment (s) shall exclude any and all taxes (Income Tax, GST, etc.) leviable
on SAIPEM and payable in India on the fees and payments to be made to SAIPEM.
These fees quoted, however, shall include all taxes, which are imposed outside India on
SAIPEM in connection with this work. SAIPEM shall give assistance to NFL in NFL's
dealings with Indian Income Tax Authorities for taxes, if any, leviable on the fees to
SAIPEM for this work. SAIPEM shall intimate whether they have a permanent
establishment in India so as to enable NFL to pay the applicable Indian Income tax.
7.2 NFL shall pay Indian Income Tax leviable on payments to SAIPEM expatriate
personnel deputed to India for technical and advisory services. SAIPEM shall submit
(or cause to be submitted) the income tax returns of its personnel for checking and
verifying by NFL before the same are filed with the Indian Income Tax Authority.
However, if any refund of tax is finally obtained from Indian Income Tax Authorities,
same shall be refunded to NFL on receiving of the Income Tax Refund Order in respect
of the expatriate personnel within two months.
7.3 On the basis of original Income Tax receipts to be furnished to SAIPEM by NFL for
Income Tax referred to in sub-clause 7.1, SAIPEM shall seek in Italy, Italian Income
Tax rebate by utilising the Indian Income Taxes paid under this ITB and shall, when
such benefit is finally obtained, pass such rebate as obtained by SAIPEM to NFL pro-
vided that the original tax receipts are furnished to SAIPEM within 2 (two) months
from date of payment. SAIPEM shall use its best efforts short of litigation to obtain any
such rebates, which may be available under Italian Tax Laws for Income Tax paid in
India under this ITB.
SAIPEM shall on 31st December of every year make available to NFL certified
statement from SAIPEM independent auditors in Italy indicating the amount of rebate
claimed and/or obtained by SAIPEM in Italy against Income Tax paid in India in
connection with this ITB.
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ARTICLE 8 PAYMENT TERMS
8.1 General
The payments by NFL to SAIPEM of the fees specified in Article 6 shall become due
as specified in this Article 8 and shall be paid by NFL after signing of the contract to be
entered into between NFL and SAIPEM as per article 31 of the ITB. In accordance with
Article 7, NFL shall pay Indian Income Tax leviable on the payments made to
SAIPEM.
8.2 Preparation of technical documents
The fees specified in sub-clause 6.2, put together, forms total contract value of this ITB
and shall be paid as per payment schedule to be agreed by N.F.L. and Saipem, after
submission of a Performance Bank Guarantee which is to be submitted by SAIPEM as
per format at Appendix III of Section-C and in a manner as specified in sub-clause 9.3
of this ITB, within 15 days of NFL‟s LOI. The fees shall be paid in following
instalments:
a. 25% against submission of Engineering documents as per Clause 2.1, Section-A.
b. 25% against review and approval of drawings, QAP, N.D.E. procedures, WPS,
design calculation and all other fabrication and inspection documents including pre
inspection services as per Cl. 2.2a, Section A.
c. 25% against Intermediate inspection as per Cl. 2.2.b, Section A.
d. 25% against Final Inspection and submission of equipment release note as per Cl.
2.2.c, Section A.
The fees for technical services as referred to in sub-clause 6.3 of this ITB shall be paid
against monthly invoices submitted by SAIPEM.
ARTICLE 9 PAYMENT PROCEDURES & OTHER TERMS AND PAYMENT
9.1 All payments under sub-clauses 8.2 of this ITB shall be payable in accordance to sub-
clause 9.2 of this ITB after signing of the Contract to be entered between NFL and
SAIPEM as per article 31 of the ITB and shall be made against duly verified invoices
issued in quadruplicate to NFL by SAIPEM. The amounts under sub-clause 6.2 of this
ITB shall be paid within 45 (forty-five) days after the end of each month in which the
technical services were rendered on the basis of monthly invoices issued to NFL by
SAIPEM. SAIPEM shall ensure that each invoice is issued to NFL 30 (thirty) days
prior to the due date of payment.
9.2 All amounts payable to SAIPEM under this ITB shall be transferred to SAIPEM by
SWIFT or other Banking channel. For this SAIPEM will submit the details of their
Banker, Bank Account, SWIFT Code etc. All expenses with NFL's bank in India shall
be borne by NFL, whereas the expenses of SAIPEM bank shall be borne by SAIPEM.
9.3 Performance Bank Guarantee: Pursuant to sub-clause 8.2 of this ITB, SAIPEM shall
submit to NFL a Performance Bank Guarantee (PBG) as per format at Appendix III,
equivalent to 15% (Fifteen percent) of Contract Value, within 15 days of NFL‟s
LOI/FOI/E-mail The validity of the PBG will be 12 months from Acceptance Date or
36 months from Effective Date of the Contract, with an additional claim period of 06
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months. The PBG will be issued or counter guaranteed by any Indian scheduled bank
excluding Gramin/Cooperative bank.
9.4 All payments in Indian Rupees shall be made according to procedures to be agreed
upon by and between NFL and SAIPEM.
ARTICLE 10 PAYMENTS TO EQUIPMENT SUPPLIER
NFL shall pay directly to Equipment supplier for the services to be performed under a
separate ITB / contract between the NFL and Equipment supplier.
ARTICLE 11 CHANGES IN WORK
11.1 NFL shall have the right to request in writing changes in WORK within the scope of
CONTRACT. When the request for a change by NFL has been agreed and complied
with by SAIPEM, then SAIPEM‟s obligation under CONTRACT shall remain
unaffected unless otherwise agreed.
11.2 For each request for a change in WORK, SAIPEM shall promptly inform NFL in
writing whether this request will fall within the provision of clause 11.6. If this request
does not fall under the provision of clause 11.6 and SAIPEM has to incur additional
expenses, then SAIPEM shall promptly submit a cost estimate, and terms of payment
for making the requested change together with the details of any variation required to
be made to any of SAIPEM‟s or NFL‟s obligations and / or guarantees.
11.3 If in SAIPEM‟s opinion fulfilment of any of its obligations under the Contract, if
awarded, would be jeopardized by a change requested by NFL, then SAIPEM shall
explain in writing to NFL the reasons for not accepting these changes within
30(Thirty) days of receipt of NFL‟s request.
11.4 NFL and SAIPEM shall agree upon the basis and terms of the change in WORK in
writing.
11.5 It is understood that no change shall become effective and no change will alter the
scope of WORK until all of the matters referred to in clause 11.2 have been mutually
agreed upon in writing by NFL and SAIPEM.
11.6 It is agreed by both Parties that the following changes shall not be considered a change
in the meaning of this Article 11:
a) Changes requested by OWNER and accepted by SAIPEM which do not involve any
additional cost or man-hour effort.
b) Changes in SAIPEM‟s WORK required on account of SAIPEM not having included
any item of EQUIPMENT or WORK which in the opinion of NFL/SAIPEM is
necessary for the normal safe and continuous operation of Carbamate Condenser as
referred to in clause 3.2.4.
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ARTICLE 12 MECHANICAL COMPLETION & DOCUMENT DELIVERY
SCHEDULE
12.1 MECHANICAL COMPLETION is defined as the date on which the Carbamate
Condenser after mechanical erection and pre commissioning is ready for acceptance of
feed leading to production of Prilled urea.
12.2 MECHANICAL COMPLETION shall include completion of all required activities of
mechanical erection and pre commissioning.
12.3 SAIPEM shall be responsible for and guarantee document delivery as per agreed
Document Delivery Schedule. The technical documents for Carbamate
Condenserspecified in Appendix I of this ITB shall be supplied by SAIPEM in
accordance with the delivery Schedule specified herein. The desired delivery dates are
to be given in the following format for certain items specified and designated in
Appendix I in terms of number of weeks. Delivery shall be considered to have taken
place upon dispatch from SAIPEM offices in Italy under Document Transmittal.
12.4 SAIPEM shall submit the documentation delivery schedule as per the following format:
Deliverables Weeks from
Finalisation of Design Basis
( To be filled in by the bidder,
i.e, SAIPEM)
a. Preparation of Carbamate Condenserprocess data-sheet
b. Preparation of technical documentation including
applicable codes; SAIPEM general specifications;
SAIPEM standards; particular arrangements and
inspection instructions as part of the Specification for
raising enquiry for Carbamate Condenser
manufactures , to the vendors
C Review of drawings executed by manufacturer, which
will be timely supplied to Saipem by NFL or directly by
manufactures.
d. Review and approval of design calculations and all other
fabrication and inspection documents executed by
manufacturer.
E Review and approval of WPS and PQR documents
executed by manufacturer, including verification the
compliance with Code and SP‟s prescriptions.
However, the delivery of documents will be made progressively in such a manner that
detailed engineering work can be performed simultaneously. The delivery schedule
quoted above by SAIPEM shall meet total Construction time of 18 months for
Carbamate Condenser.
All Soft copy documents will be given in editable form by SAIPEM.
SAIPEM shall supply the Technical documents referred to in sub-clause 4.1 of this ITB
in accordance with the Delivery Schedule specified herein. In case of any delay in such
supplies for reasons attributable to SAIPEM, the related payments may be
correspondingly delayed and SAIPEM shall pay penalties pursuant to sub-clause 15.2.2
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Further, pursuant to Article 4.3 & 6.3, SAIPEM to indicate the time schedule for
activities falling in their scope covered under these Articles. The time schedule quoted
above by SAIPEM to be in agreement with PERT chart ensuring total completion of the
Project within 24 months from the Effective Date of the Contract.
ARTICLE 13 MUTUALLY AGREED PREDETERMINED DAMAGES
13.1 SAIPEM shall check before start-up and certify that the Carbamate Condenser has been
manufactured and commissioned in accordance with the drawings and specifications
furnished by SAIPEM.
13.2 Mutually Agreed Pre-determined Damages which, pursuant to sub-clause 15.0, may
become payable as compensation for non-fulfillment of process parameters and Job
schedule.
13.3 Mutually Agreed Predetermined Compensation for Delays in completion of work as per
scope inclusive of delivery of all related documentations.
13.4 SAIPEM shall be liable to pay Compensations for Delays in completion of work as per
scope inclusive of delivery of all related Documentations for the procurement of
Carbamate Condenser as set out hereunder:
13.5 SAIPEM shall pay Mutually Agreed Predetermined Compensations for delay
mentioned as above for reasons solely attributable to SAIPEM. Compensations are to
be calculated as 0.5% (zero point five per cent) of the total Contract Value per week or
part thereof subject to a ceiling of 5 % (five percent) of the total Contract Value. Total
Contract Value for this purpose is the sum of Lump sum Fee as stipulated at 6.2
ARTICLE 14 TECHNICAL INFORMATION
14.1 Pursuant to sub-clauses 3.1.1 SAIPEM will grant NFL non-exclusive rights to use all
technical data, information, and know-how (hereinafter called Technical Information)
for all purposes related to the Carbamate Condenser.
ARTICLE 15 ENGINEERING GUARANTEES
15.1.1 SAIPEM shall prepare and be responsible for the design and engineering of Carbamate
Condenserreferred to in sub-clause 4.1 Section-C of this ITB in accordance with the
most up-to-date engineering practice and in compliance with specified codes and
standards. In case of any defect or omission in the final issues of drawings and
documentation which has been brought to SAIPEM attention in writing as soon as
possible and not later than 1 (one) year from ACCEPTANCE DATE of the Carbamate
Condenser, SAIPEM shall as soon as possible supply to NFL free of charge new or
revised drawings and other documentation as required to rectify the defect or omission.
The cost and expense of such additional design, engineering, shall be borne by
SAIPEM. In case SAIPEM has to modify or prepare further documentation, the validity
of the guarantees and/or performance of a fresh guarantee test by SAIPEM in
connection there with, shall be at the discretion of the NFL. SAIPEM shall also provide
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all other services related to WORK that may be required in connection with the afore -
said additional design and re-engineering without additional cost to NFL.
15.1.2 SAIPEM shall supply the technical documents and services for the Carbamate
Condenser referred to in sub-clause 4.1 of this ITB in accordance with the Delivery
Schedule specified in Article 12. In case of any delay in such supplies for reasons
attributable to SAIPEM, the related payments may be correspondingly delayed and
SAIPEM shall pay penalties pursuant to sub-clause 15.2.2.
15.1.3 In no event shall SAIPEM review or comment on technical documentation for the
Carbamate Condenser pursuant to sub-clause 4.2 of this ITB constitute acceptance by
SAIPEM of any liability in respect of such technical documentation other than for
SAIPEM process and design requirements.
15.2 FAULTY EQUIPMENT CAUSED BYSAIPEM
15.2.1 In case a defect in any Equipment is due to an error in specifications prepared by
SAIPEM, SAIPEM shall undertake engineering and services for procurement and
inspection at its own cost. In the event that as a result of faulty Equipment due to
SAIPEM‟s faulty specifications, Carbamate Condenser does not, during the one year
period after ACCEPTANCE DATE, operate within the ranges specified parameters
ranges,
15.2.2 SAIPEM will have responsibility for replacing at its own cost the item or items of
such Equipment that caused the deficiency in performance of the Carbamate
Condenser, provided that mal-operation by NFL of the Carbamate Condenser is not
the sole factor.
ARTICLE 16: LIMITATION OF LIABILITY
16.1 Notwithstanding anything contained elsewhere in ITB implied to the contrary:
a) SAIPEM shall in no circumstances be liable in respect of any indirect or consequential
loss or losses of profit suffered by NFL in connection with or arising out of
CONTRACT, if awarded to SAIPEM.
b) NFL shall in no circumstances be liable in respect of any indirect or consequential loss
suffered by SAIPEM in connection with or arising out of CONTRACT, if awarded to
SAIPEM.
c) SAIPEM entire liability as stipulated in this ITB, but excluding liability under the
provisions of clauses 19.2 shall be limited to an aggregate of 5 % of the contract value.
16.2 Notwithstanding the provisions of sub-clause 19.1, SAIPEM liability shall be limited in
the following cases:
The total production capacity of UREA-I Plant after installation of Carbamate
Condenser shall not be lower than 1515 MTPD of Prilled Urea of one stream.
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ARTICLE 17:SUSPENSION OF WORK
17.1 NFL may order SAIPEM in writing to suspend all or any part of WORK for such period
of time as may be determined by NFL to be necessary or desirable for the convenience
of NFL.
17.2 If such suspension delays the progress of WORK and causes additional expense or cost
to SAIPEM, the increased costs due to such suspension shall be to NFL‟s account.
17.3 NFL shall advise SAIPEM of the period such suspension is likely to cover and the
adjustments, if any, in the fees to SAIPEM and in the delayed time schedule of the
Carbamate Condenser, shall be mutually agreed to between the parties.
17.4 NFL shall have the right to direct SAIPEM to suspend any or part of or whole of the
work at any time after giving written notice to SAIPEM, provided that any period of
suspension exceeding 60 days may be treated as termination .
ARTICLE 18 SETTLEMENTS OF DISPUTES AND ARBITRATION
18.1 In the event of any dispute, difference of contention in the interpretation or meaning
of any of the Articles in this ITB or reasonable inference there from, both parties
shall promptly make endeavour to resolve the dispute or differences by mutual
discussions.
18.2 Should the dispute or differences continue to remain unresolved, both parties may
each nominate a person to negotiate and reconcile the dispute or differences to
resolve thereby the matter of contention between the parties arising out of the ITB.
In the event that these two persons, referred to, cannot agree they shall nominate a
third Neutral Party to reconcile the dispute or difference. In case the two persons
cannot agree on a third Neutral Party or in case the efforts of Neutral Party nominated
by the two parties fail to resolve the differences within six (6) months from the date
of reference of the dispute, both parties shall proceed to Arbitration as provided
herein.
18.3 Pending resolution of any such claim or dispute pursuant to Article 21.1 and 21.2,
SAIPEM shall perform in accordance with the terms of this ITB without prejudice to
any claim by SAIPEM for additional compensation and/or time to complete work if
such instructions are (in his opinion) above and beyond the requirement of this ITB.
18.4 Notwithstanding the existence of dispute SAIPEM and NFL shall continue to carry
out their respective obligations under this ITB and payment(s) to SAIPEM shall
continue to be made in accordance with the terms of this ITB that in appropriate cases
qualify for such payment(s), unless the payment is the subject matter or one of the
subject matters of dispute.
18.5 Subject to provisions of the Articles, either NFL or SAIPEM may demand Arbitration
with respect to any claim, dispute or other matter that has arisen between the parties.
18.6 All claims, disputes and other matters in question arising out of or relating to the
contract, designs, drawings, specifications, payments, instruction, orders or otherwise
concerning the work of the execution or failure to execute the same, whether arising
29
during the progress of work, or after completion thereof or otherwise which cannot be
resolved by the parties as per sub-clauses 21.1 and 21.2 hereinabove, shall be
adjudicated upon by Arbitration in accordance with the Arbitration and Conciliation
Act, 1996 or any statutory modification or re-enactment thereof and the rules made
there under and for the time being in force shall apply to the arbitration proceedings.
Each party shall appoint its Arbitrator and the Arbitrators so appointed shall appoint
third Arbitrator as presiding Arbitrator not later than one month from the latest date
of their respective appointments and in any event prior to proceeding with reference.
Arbitrators will be from the Indian Council of Arbitration and Rules of Indian
Council of Arbitration shall be applicable.
18.7 The arbitrators shall give an itemized and reasoned award without any interest in
case of money award and the award shall be conclusive, final and binding on both the
Parties. The costs of Arbitration shall be borne by the Parties themselves; however,
the fees of the presiding arbitrator and the incidental expenses in relation to holding
of arbitration proceedings shall be borne by the parties equally.
18.8 Notice of the demand for Arbitration shall be filed in writing with the other party to
this ITB and the arbitration proceedings shall be deemed to commence from the date
of receipt of such notice by the other party. The demand for Arbitration shall be
made within thirty days from the date of the failure of the conciliation proceedings as
stated hereinabove and in no event the demand for Arbitration shall be made after
institution of legal or equitable proceedings based on such claims, dispute or other
matter in question as if it would be barred by the applicable statute of limitation.
18.9 SAIPEM and NFL shall continue to work and undertake their obligations under this
ITB and SAIPEM shall maintain the progress schedule during any Arbitration
proceedings, unless otherwise agreed by NFL in writing.
18.10 In the event of Arbitration, SAIPEM and NFL agree that the Arbitrators shall have
unrestricted access to the plant (notwithstanding the secrecy provisions of this ITB)
for the purpose of the said Arbitration.
18.11 The venue of Arbitration shall be New Delhi, India.
18.12 This ITB shall be construed and the legal relations between the Parties shall be
determined in accordance with the laws of India.
18.13 All disputes arising out of or in connection with the present contract shall be
finally settled under the Rules of Arbitration of the International Chamber of
Commerce, India by one or more arbitrators appointed in accordance with said
Rules.
ARTICLE 19: FORCE MAJEURE
19.1 Neither SAIPEM nor NFL shall be considered in default in the performance of their
obligations under this ITB, so long as such performance is prevented or delayed by
Force Majeure. Force Majeure shall be understood to be any cause beyond the
reasonable control of the Party affected including (without limitation) Acts of God,
severe earthquake, typhoon, cyclone (except monsoon), floods, lightning, land-slide,
fire, explosion, plague, epidemic, strike, lockout, sabotage, hostilities (whether war be
30
declared or not), civil war, rebellion, revolution, insurrection, military or usurped
power or confiscation, trade embargoes, restraining order control, destruction, or
requisition by order of any Government or any public authority.
19.2 The Party claiming the benefit of this Article 22 shall forthwith and within 28 (twenty
eight) days give notice to the other Party specifying the event constituting Force
Majeure and explaining to what extent contractual obligations will thereby be
prevented or delayed and the further period for which it is estimated that such
prevention or delay will continue. SAIPEM and NFL shall as soon as possible in
consultation determine the length of delay likely to be caused by such event, and on the
basis of available evidence agree in writing on a fair and reasonable extension of time
for the completion of WORK, if possible, and any other consequence of Force Majeure.
The Party claiming Force Majeure shall notify the other Party of the date when the
event, giving rise to Force Majeure has ceased to exist.
19.3 NFL and SAIPEM shall be diligent and use their individual and combined efforts in
attempting to prevent, overcome, or avoid the causes of Force Majeure. The Parties
upon receipt of notice of Force Majeure shall confer promptly with each other and
mutually agree upon a course of action to remove or alleviate such causes.
19.4 If, in spite of the action taken under sub-clause 22.3, the state of Force Majeure
continues for a period of 6 (six) months, then the Parties shall consult with each other
with a view to deciding what action should be taken in the circumstances and what
amendments to the terms of this ITB ought to be made.
ARTICLE 20: PATENT INFRINGEMENTS AND INDEMNIFICATION
20.1 SAIPEM shall at all times indemnify and keep indemnified NFL against all claims or suits
and defend, at its own cost, any suit or action brought against NFL and hold NFL free and
harmless against all costs of such claims or suits which may be made against NFL in
respect of any infringement of any rights protected by patent, registered design and other
industrial property right, copyright, trademarks, and trade secrets to the extent that such
claim, suit, or action is a result of the use of SAIPEM Technical Information (as defined in
Article 17) for the manufacture of the Carbamate Condenser and the use of SAIPEM (as
licensed under Article 3) in the Carbamate Condenser. In this connection NFL shall pass
on all claims made against it to SAIPEM for settlement as per the provisions of this Article
23.
20.2 SAIPEM declares that to the best of its knowledge and belief that the use of SAIPEM
Technical Information (as defined in Article 17) for the manufacture of Carbamate
Condenser and the use of SAIPEM (as licensed under Article 3) will not infringe any valid
patent rights of a third party. However, if at any time such infringement arises, SAIPEM
agrees to keep NFL indemnified and harmless against such claims and costs thereof and
make arrangements that will allow NFL to continue the operation of the Carbamate
Condenser.
20.3 NFL shall promptly advise SAIPEM in writing of any claim of infringement or any action
for infringement of patents brought against it by a third party and based upon the use of
SAIPEM Technical Information and SAIPEM PROCESS. If such use is in accordance with
instructions given in writing by SAIPEM, they shall undertake the defence, or assist NFL in
the defence, of the claim or suit to final judgement or settlement.
31
20.4 In the event that NFL is legally restrained from operating the Carbamate Condenser on
account of any infringement action or suit, SAIPEM shall take all possible actions at its
own cost, to allow NFL to operate and use the Carbamate Condenser.
20.5 Neither SAIPEM nor NFL shall settle or compromise any suit or action without the written
consent of the other if settlement or compromise obliges the other to make any payment or
part with any property or assume any obligations or surrender any rights or be subjected to
any injunction by reason of such settlement or compromise.
20.6 If SAIPEM undertakes the defence pursuant to clause 23.3, SAIPEM shall have sole
charge and direction of the defence and shall pay all costs related thereto. SAIPEM shall
further hold NFL harmless from any damages or other sums that may become payable by
NFL under a final judgement or settlement. However, NFL shall render to SAIPEM all
reasonable assistance that may be required by SAIPEM in the defence and shall have the
right to be represented therein by advisory counsel of its own selection and at its own
expense.
20.7 In addition to the measures specified in article23.0,SAIPEM may further at its option,
however, in reasonable consultation with NFL, seek to abate the alleged infringement by
modification of the Carbamate Condenser or its operation without adversely affecting the
performance and/or secure for NFL immunity from suit for infringement. In such case,
SAIPEM shall reimburse NFL for all costs related to said modifications and to said
immunity.
ARTICLE 21 MISCELLANEOUS PROVISIONS
21.1 SAIPEM shall be responsible for determining that all persons employed by it or its
affiliates for WORK in India and their dependents are physically fit and will not be
paid for any additional costs, such as evacuation or travel of replacements, incurred
because of inadequate medical examinations of proposed employees and dependents or
which might have been anticipated as a result of medical examination.
21.2 This ITB (including its Appendices I to V as attached to and made part of this ITB) sets
forth the entire and sole understanding between NFL and SAIPEM with respect to the
subject matter hereof, except as otherwise expressly specified in this ITB. No change
in, addition to, or waiver of the provisions of this ITB shall be binding upon NFL or
SAIPEM unless approved in writing by authorised representatives of both Parties and
with express reference to this ITB.
21.3 Neither Party may assign this ITB without the written consent of the other Party, except
to a purchaser of substantially all of its assets, or the entire part thereof related to the
field of this ITB, or to a successor by merger or consolidation, provided that in case of
assignment by NFL, the assignee shall be approved by SAIPEM, which approval shall
not be unreasonably withheld. No assignment of this ITB shall be valid until and unless
all provisions of this ITB have been assumed in writing by the assignee. When duly
assigned in accordance with the foregoing, this ITB shall be binding upon and shall
inure to the benefit of the assignee.
21.4 SAIPEM shall not sub-contract the whole or part of work without the prior written
consent of NFL provided always that SAIPEM may sub-contract any part of work to
32
any of its affiliates in which event SAIPEM shall remain fully responsible to NFL for
the work performed by such affiliates.
21.5 Improvements and Expansion
If SAIPEM during the effective term of this ITB should make or should acquire from a third
party (with the right to grant sub-licenses for use without having to account therefore to such
third party) any improvements, whether patentable or not, relating to practising SAIPEM
technical information for the manufacture of Carbamate Condenser as re-designed and
modified in accordance with the technical information supplied by SAIPEM to NFL pursuant
to sub-clause 4.1 of this ITB, then SAIPEM shall promptly inform NFL of the details of such
improvements.
ARTICLE 22 TERMINATION
22.1 Prior to NFL's invoking any of its rights under sub-clauses 22.2 and/or 22.3 below, or
prior to SAIPEM invoking any of its rights under sub-clause 22.6, the Parties shall meet
and discuss any outstanding issue of dispute, so as to gain a full understanding of the
other Party's position. All efforts shall be made by the Parties to reach an equitable and
amicable solution to such issue or dispute.
22.2 NFL may, by written notice to SAIPEM, terminate the Contract Agreement whenever
NFL deems such termination to be in its best interests. Upon such termination the
provisions of clauses 22.4, 22.7, 22.8 and 22.11 shall be applicable.
22.3 If SAIPEM neglects to execute WORK with due diligence or expedition, or refuses or
neglects to comply with any reasonable order given to it in writing by NFL in
connection with WORK, or contravenes any of the provisions of this ITB, NFL may
give notice in writing to SAIPEM calling upon it to make good the failure, neglect or
contravention complained of, within a period of 60 days or any longer period as may be
deemed reasonable. In SAIPEM default of compliance with any such notice, NFL may
without prejudice to its rights rescind or terminate the Contract Agreement.
22.4 Upon notice of termination by NFL pursuant to sub-clauses 22.2 and/or 22.3 above,
NFL may require SAIPEM to:
a) Terminate all work.
b) Release no further purchase orders.
c) Deliver to NFL (subject to Article 17) plans, specifications, and drawings
produced, prepared, or acquired for WORK.
22.5 On termination by NFL under sub-clause 22.3 of this ITB, NFL may carry out all
remaining WORK necessary to complete WORK either by itself or through its agents or
may re-contract any person or company to execute the same and provide materials,
tools, tackles, or labour for the purpose of completing WORK at the risk and cost of
SAIPEM. NFL shall have the right to make use of the amount withheld towards the cost
of such WORK by giving notice in writing of its intention of doing so to SAIPEM.
22.6 If NFL contravenes the provisions of the Contract Agreement or suspends WORK for a
continuous period of 60 days, or for an aggregate of 90 days in any 365 days period,
SAIPEM may give notice in writing to NFL calling upon it to make good the
33
contravention complained of or to terminate such suspension and to resume WORK
within such time as may be deemed reasonable. In NFL's default of compliance with
any such notice, SAIPEM may without prejudice to its right suspend WORK or
terminate CONTRACT holding NFL liable to reimburse SAIPEM for all fees for
WORK already performed.
22.7 Upon termination by NFL under sub-clause 22.2, NFL shall thereupon become
immediately liable to pay SAIPEM all payments due under Article 6 up to the date of
termination in accordance with WORK actually performed and all reasonable costs
arising from the termination which SAIPEM may reasonably incur and give due
evidence of the same.
22.8 In case of termination under Article 22.2 and if NFL shall elect to carry out by itself or
by any other person WORK necessary to complete WORK by using SAIPEM licensed
processes referred to in Article 3, SAIPEM shall be paid for the unpaid balance of the
fees referred to in Article 6 above.
22.9 Unless sooner terminated as provided in clauses 22.2, 22.3, and 22.6 of this ITB, the
Contract Agreement shall expire, when NFL and SAIPEM have fulfilled their respect-
ive obligations under the Agreement or on its 4th
anniversary of its EFFECTIVE DATE
, whichever is earlier.
22.10 Termination or expiry of the Contract Agreement for any reason shall not diminish or
terminate the obligations of the parties under the provision of Articles 14 and 20.
22.11 If CONTRACT is terminated by NFL for reasons which do not arise directly or
indirectly as a consequence of non/deficient performance of WORK by SAIPEM, the
Bank Guarantee towards Security Deposit and Performance Bond will be returned to
Bank by NFL if no amount is due to NFL from SAIPEM within 60 (sixty) days after
termination or settlement of such due amount, whichever occurs later.
22.12 If SAIPEM or NFL commence to wind up (not being Members Voluntary Winding-up
for the purpose of amalgamation or reorganization) or carry on its business under a
Receiver for the benefit of its Creditors or any of them, other party shall have liber ty to:
a) Terminate this ITB forthwith by notice in writing to the other party hereto or to the
Receiver or Liquidator or to any person in whom this ITB may have become vested,
or
b) Give such Receiver, Liquidator or other person, the option of carrying out this ITB
subject to his providing a guarantee for the due and faithful performance of this
ITB upto an amount to be agreed.
ARTICLE 23:GOVERNING LAWS AND LANGUAGE
23.1 ITB shall be governed and considered according to Indian Laws, except otherwise
expressly provided in ITB.
23.2 English shall be the language for communication between SAIPEM and NFL or any
other parties involved in implementation of ITB. The official and controlling text of
ITB shall be the English language, and all notices, communications, statements, data
including technical data and other written materials to be given by NFL to SAIPEM or
vice versa shall be made also in the English language.
34
23.3 Jurisdiction of Court:
Notwithstanding any other court or courts having jurisdiction to try any civil suit
arising out of this contract, it shall be only the court of competent jurisdiction at New
Delhi (where the contract shall be deemed to have entered into) to try such suits to the
exclusion of all other courts in the country.
ARTICLE 24: TITLE OF DOCUMENTS:
24.1 TITLE OF TECHNICAL DATA FURNISHED BY NFL
Title of all technical data and information furnished to SAIPEM by NFL under the ITB
shall remain with NFL. Such data shall not be used or divulged to others by SAIPEM
without the prior written consent of NFL, as the case may be except for the use in
connection with the performance of the ITB.
24.2 TITLE TO TECHNICAL DOCUMENT FURNISHED BY SAIPEM
Title to all the technical documents prepared and furnished by SAIPEM to NFL under
the ITB shall remain with SAIPEM. However, it is understood that only know-how
incorporated in such documents shall remain with such party who provides the know-
how. Any of the said technical documents, prepared and furnished by SAIPEM to NFL
hereunder shall be kept by NFL as secret and confidential and NFL shall use them for
any purpose other than the intended purpose, nor disclose or divulge whole or part of
these to any third party without prior written consent of SAIPEM.
24.3 EXPIRATION OF REGISTRATION
Notwithstanding the fact that the Contract Agreement is terminated for any reason,
whatsoever and ceases to operate and bind the parties hereto, it is declared that this
clause shall remain operative until the aforesaid technical data, information or
documents lose their confidential character for any reason whatsoever.
ARTICLE 25: TIME EXTENSION
All requests of SAIPEM, if any, for Grant in Time Extension shall be processed on
merit at the end of successful completion of the Work. Time extension if granted will
be without prejudice to the relevant liquidated damages clause.
ARTICLE 26: CONTINUED PERFORMANCE
SAIPEM shall not stop work in case of any dispute pending before
arbitrator/court/Tribunal in relation to the Agreement or otherwise unless further
progress or works has been rendered impossible due to non-fulfillment of any
reciprocal promise. Unilateral stoppage of work by SAIPEM shall be considered a
breach of Agreement and NFL shall be within its rights to take suitable and necessary
action as it may deem fit to adequately protect its own interests.
35
ARTICLE 27: TIME LIMIT FOR UNFORSEEN CLAIMS
Under no circumstances whatsoever, shall SAIPEM be entitled to any compensation
from NFL on any account unless SAIPEM shall have submitted a claim in writing, to
the officer-in-charge within three months of the cause of such a claim occurring.
SAIPEM shall be deemed to have waived off his right to claim, if the claim is not
raised within one month.
ARTICLE 28: CONTRACT AGREEMENT
SAIPEM have to enter into an Agreement with NFL within 15 days of receipt of the
LOI/FOI/ E-mail/Work Order. The Agreement will be executed in the prescribed form
enclosed herewith on a non-judicial stamp paper of the value of Rs.1000/-. The cost of
stamp paper shall be borne by SAIPEM. The Agreement shall be signed within 15 days
of receiving the LOI/Work Order. However, the Effective Date of the Contract will be
the date of issue of LOI/FOI /E-mail by NFL.
The contract shall mean and include the ITB documents, LOI/WORK ORDER,
Accepted Schedule of Rates, Drawings and other Annexure/Appendices, Specifications,
agreed variations, formal agreement and all these documents taken together shall form
one document and shall be deemed to form the contract and shall be supplementary to
one another.
ARTICLE 29: Insurance
i) SAIPEM shall be solely responsible for any loss, damage or injury to its personnel
deputed for the job under this ITB. Any compensation whatsoever payable on this
account shall be borne and paid by SAIPEM. SAIPEM will arrange for necessary
Insurance coverage of its personnel on its own cost. SAIPEM shall take Insurance
cover for their employees to cover the liability under Workman Compensation Act and
Medical Insurance cover to meet Medical Treatment expenses of their personnel in the
event of any accident during their stay in India/ at site.
ii) SAIPEM shall indemnify NFL and every employee of NFL against all actions,
proceedings, claims, demands, costs and expenses whatsoever arising out of or in
connection with matters referred to in relevant clauses and against all actions,
proceedings, claims, demands, costs and expenses which may be made against NFL for
or in respect of or arising out of any failure by SAIPEM in the performance of their
obligations under this ITB.
iii) SAIPEM will indemnify NFL from all claims for injury caused to any person while in
or upon the site of NFL.
ARTICLE 30: Accounting and Records
SAIPEM shall keep full and accurate records of payment received or charges made by
it for items which are to be reimbursed and shall preserve such records for 3 (three)
years after ACCEPTANCE DATE or the date of termination of CONTRACT,
whichever occurs earlier.
36
ARTICLE 31: ENTIRE CONTRACT
31.01 CONTRACT sets forth all terms and conditions agreed to by the Parties and no
representation, promise, or undertaking made or given by either Party prior to the
execution of CONTRACT shall be of any force or effect unless the same is contained in
or referred to in CONTRACT. No amendment of any of the terms and conditions of
CONTRACT shall be of any force or effect unless made in writing with express
reference to CONTRACT and signed by both Parties by their duly authorised
representatives.
31.02 In the event there shall arise any conflict between any of the terms and conditions
contained in any one or more of the documents constituting CONTRACT and any terms
and conditions contained in any other such document or documents, the Parties shall
clarify and settle such conflict by mutual agreement taking in due account the original
intention of the Parties on the matter in stipulating CONTRACT. If an agreeable
settlement between the Parties is not reached, then provisions as indicated in settlement
of disputes as mentioned in Article 18.0 shall prevail.
ARTICLE 32: Waiver of Claims on Final Payment
Issue of a certificate of Acceptance of Carbamate Condenser by NFL shall constitute a
waiver of all claims by NFL against SAIPEM and all claims of SAIPEM against NFL,
under CONTRACT except claims which either party prior to that date has given notice
in writing to other party and except as otherwise provided in CONTRACT.
ARTICLE 33: Notices and Addresses of Parties
All notices shall be in writing and shall be given either personally or by registered
post/courier, Fax or e-mails and shall be deemed adequately served as and when
received by the party to be notified at its address set forth herein. Either party may by
written notices to the other, change its address for receiving such notices.
NFL SAIPEM
Mailing Address:
NATIONAL FERTILIZERS LTD
Attn. S. K. Shukla
Chief General Manager
NATIONAL FERTILIZERS LTD
VIJAIPUR-473111
Dist: Guna
State: Madhya Pradesh
INDIA
Fax : 0091-07544-273109/273089
Phone no.: 0091-07544-273101
e-mail : [email protected]
Mailing Address:
37
34.0 INTEGRITY PACT CLAUSE:
“Bidders will sign the Integrity Pact which is an integral part of the tender documents, failing
which the tenderer/bidder will stand disqualified from the tendering process and the bid of
the bidder is rejected. Details regarding Integrity Pact can be viewed on our website:
www.nationalfertilizers.com and down loaded. Kindly enclose duly signed copy of Integrity
pact along with other documents”.
38
APPENDIX I
Definition of consultancy services contract for Carbamate Condenser
The consultancy services contract for the manufacture of Carbamate Condensershall enable
an experienced engineering consultant to prepare the data sheet, provide the technical
information and perform the stage inspection for the manufacture of Carbamate
Condenserwith the objective of delivering the performance as per preset norms.
1.0 Technical Documentation
- Engineering process specifications and process data sheets for new equipment.
- Saipem shall furnish all latest specifications like tube specification, piping spec,
Equipment fabrication Spec, tube to tube sheet weld specification, welding
specification for all classes of piping of Urea Plant, insulations Specification,
painting specification and other relevant specification related with the
manufacture of Carbamate Condenser in soft copy as well as in Hard copy in
English Language.
- Saipem shall furnish general spec SPC.CR.UR.510 latest for Austenitic Stainless
Steel for Urea Plant in soft copy as well as in Hard copy in English Language.
2.0 Documentation Format
Documentation shall be delivered in standard SAIPEM layout with process
parameters, fluid properties, design and operating conditions, equipment
specifications, etc.
Documentation shall be delivered in three (for first issues) and six (for final issues)
black and white copies.
A soft copy of design calculations, all drawings, reports, manual, etc., shall also be on
CD-ROM. All reports shall be in an editable format compatible with latest version of
Micro soft office and all drawings shall be in an editable format compatible with
Auto CAD latest format.
3.0 Review of Documents:
The documents prepared by Equipment supplier are in due time to be submitted to
SAIPEM for information and review for conformity with process requirements:
39
APPENDIX II
DESIGN BASIS
1.0 Introduction:
This documentation describes the conditions at the plant site and defines the design basis
for the manufacture of Carbamate Condenserfor the Urea Plant of Vijaipur Fertilizer
Complex of National Fertilizers Limited. The design basis is valid for the replacement of
existing Carbamate Condenser one Streams of Urea-I plant having capacity of 1515 MTPD
of Urea.
2.0 Products:
2.1 Urea Production
The total production capacity of the Urea-I Plant based on the design feed composition
shall not be less than 1515 MTPD of prilled Urea for one stream Urea-I plant.
New equipment design shall ensure that the quality of the Urea product is not adversely
affected compared with existing plants
Total Nitrogen on dry basis (Minimum) 46.3% by wt
Moisture (maximum) 0.3% by wt
Biuret (maximum) 0.9% by wt.
Delta iron (maximum) 1.0 ppm
Temperature at the prilling tower bottom: 60ºC max based on design ambient
temperature of 43ºC
1.0 Raw materials
1.1 Process feed
For design ofCarbamate Condenserthe Battery limit conditions for Ammonia and carbon
di-oxide shall be as given below:
Physical condition: Ammonia-: Liquid
CO2 Gas
Battery limit conditions:
Ammonia: Pressure (min) : 23ata
Temperature : +12ºC(-33ºC in the storage tank)
CO2 Pressure (min)/Norm : 1.45/1.58 Kg/Cm²abs
Temperature : 40ºC
Specification sheets:
Ammonia NH3 :99.5% by weight
Oil :10 ppm max
Water :0.5% by weight.
Carbon Di-oxide CO2 : 98.00% wt
H2O :2% by weight
40
2.0 Utilities
2.1: Steam
High Pressure steam Normal Mechanical Design
Pressure Kg/Cm²g 40 43
Temperature °C 370 440
Medium Pressure steam Normal Mechanical Design
Pressure Kg/Cm²g 24 26
Temperature°C 330 350
Low Pressure steam
Pressure Kg/Cm²g 3.5 6
Temperature°C Approx224 350
2.2 Demineralized water:
Quality shall be as per VGB norms for High Pressure Boilers
Pressure Kg/Cm²g : Normal :2.0 / Design :5
Temperature°C: Normal :40 / Design :70
2.3 Cooling water:
Cooling Water system: Open recirculating cooling tower
Normal Mechanical Design
Pressure Kg/Cm²g : 3.5 6
Temperature°C: 33.0 (Supply header)/ 43.0 (return header )
2.4 Instrument Air)
NormalDesign
Pressure kg/cm²g 6.5 10
Temp ° C Ambient 70
Dew point at atm pressure 0 C -40
Quality free from Dust, water drops, oil
New instrument lines to be made in SS 304
2.5 Plant Air:
Normal Design
Pressure kg/cm2g 4 10
Temp ° C Ambient 70
Quality free from Dust, oil
2.6 Nitrogen
Nitrogen is supplied from a cryogenic air separation unit at following conditions
Normal Design
Pressure kg/cm2 6 10
Temp 0 C Ambient 70
Purity N2 99.9 vol%
O2 1000 ppm max
2.7 Electrical installations
Power is distributed at the following levels
41
-11 kv 3 phase with resistance earthed neutral
-3.3 kv 3 phase with resistance earthed neutral
-0.415 kv 3 phase with solidly earthed neutral
-0.24 kv single phase with solidly earthed neutral
The above voltages have a tolerance of (+-)10% and a 50Hz frequency with a tolerance of
(+-)3%.
Instrument power will be distributed at 115 v AC with solidly earthed neutral (3 wire
system)
Consumer voltages
Power and lighting:
- motors above 1000 KW 3 x 11 kv
- motors from 150 kw to 1000 KW 3 x 3.3 kv
- motors up to 150 KW 3 x 0.415kv
-electric heaters acc .tomanufacturerer‟s requirement
-lighting normal,emergency 240 v AC
-level gauge lighting 240 v AC
-panic lighting 110 v AC
-hand tools 110 v AC
-lighting for vessels and furnaces 24 v AC
Controls and instruments for switch gear:
-11 kv switch gear (trip circuit) 110 v DC
-11 kv switch gear (other circuit) 240 v AC
-3.3 kv switch gear (trip circuit) 110 v DC
- 3.3 kv switch gear (other circuit) 110 v DC
-0.415 kv switch gear 240 v AC and 110 v DC
Instrumentation:
-motorised control valves(4 wire system) 3 x 415 v AC
-solenoid valves 110v DC
-instruments and data logger 115v AC through UPS
-alarm circuits with lamps and relays 24 v DC
-illumination of level gauges 240 v AC
3.0 Site conditions
3.1 Description of the Site
The site for the Vijaipur Fertilizer Complex is located approximately 20 km south-
east of Guna, west of the national highway no. 3 and the Guna Ujjain railway line. A
2.8 km long roadway connects the highway with the site. The elevation for the plant
is 424,500 m Reduced Level (RL) above Mean Sea Level (MSL), corresponding to
site elevation (finished floor level) 100,000 m. The fertilizer complex is situated in an
agricultural region. The distance to Bombay by road is approximately 900 km
whereas it is about 600 km by road to Delhi.
3.2 Climatic and Seismic Condition at the Site
The plant site has semitropical monsoon climate, characterized by a rainy season
from June to September and a virtually rainless season from November through April.
42
The air temperature varies throughout the day and the year, and extremes of heat or
cold are met. The plant site experiences occasional earthquake.
In the following are given selected meteorological data for the nearby Guna station.
3.2.1 Atmospheric Pressure
Max. recorded, mbar 967.9
Min. recorded, mbar 936.1
Design,mbar 939.0
3.2.2 Air Temperature
Jan July
Highest temperature recorded, °C 31.7 41.7
Monthly mean daily max. temp., °C 24.0 31.1
Monthly mean temp.at 17:30, °C 22.7 26.1
Monthly mean temp.at 10:30, °C 11.9 25.7
Monthly mean daily min. temp., °C 8.2 24.0
Lowest temperature recorded, °C -2.2 20.6
Maximum temperature recorded, °C 46.1 (May)
Annual mean temperature recorded, °C 22.3
Lowest temperature recorded, °C -2.2 (January)
3.2.3 Rainfall
Mean annual rainfall, mm 1219.8
Heaviest in a day, mm 290.5
3.2.4 Humidity
Jan July
Monthly mean rel. humidity at 10:30, % 61 84
Monthly mean rel. humidity at 17:30, % 37 71
3.2.5 Wind
The recorded mean wind speeds are as follows:
January 1.4 km/h
February 5.1
March 5.9
April 7.4
May 10.4
June 13.0
July 12.0
August 10.1
September 7.4
October 5.9
November 2.9
December 3.3
Prevailing direction is W to E from February to June, SW to NE from June to October
and NE to SW from October to February.
43
3.2.6 Seismic Conditions
The design shall be executed as per Code IS:1893 (1984). The actual site is defined as
being situated in Zone one (1).
3.2.7 Climatic Conditions
Mid-October to end-March Cool to cold and dry (winter)
April to mid-October Hot to very hot (summer)
Mid-June to September Rainy (monsoon)
Maximum temperature, °C 46.1 (recorded in May)
Minimum temperature, °C -2.2 (recorded in January)
3.2.8 Design. Air Temperature/Humidity
For process air compressor:
Temperature,°C 35
Relative humidity 100
For heating and ventilation:
Winter, °C -1.5 minimum
Summer, °C 46.0 maximum
For cooling towers:
Wet bulb, °C 29.0
Dry bulb, °C 36.0
For electrical equipment:
Max. temp., °C 46.0
(approval certificate shall be for 40°C only)
For Instruments:
Max. temp., °C 46.0
Max. relative humidity, % 100
Annual average relative humidity, % 80
(approval certificate shall be for 40°C only)
3.2.9 Atmospheric Pressure
Design, mbar 939.0
3.2.10 Rainfall
Design (1 hour), mm 120.0
3.2.11 Wind
Design wind speed, km/hr 160
Design wind load for design against wind forces, wind load shall be increased
by 30% to cater for the effect on piping systems, Platform, ladders, etc.
3.2.12 Ambience
44
Due to the location within an industrial complex, the air may contain particles of sand
and urea. the air may accidentally contain ammonia vapor, and for this reason no part
in direct contract with the atmosphere may be constructed from copper or copper
alloys.
3.2.13 Soil Data
Nature of terrain Flat and graded.
Land characteristics Clay, sand and fractured rock.
3.2.14 Load bearing capacities
All major foundations may be placed at a depth of 1.5-2.0 meters below ground level
with net sage bearing capacity of 300-450 kN/m². Ordinary foundations may be
placed at a depth of 1.0-1.5 meters below ground level with a net safe bearing
capacity of 150-200 kN/m².
3.2.15 Seismic zone
The design shall be executed as per code IS 1893(1975).The actual site at Vijaipur is
defined as being situated in zone one (I)
1. For non critical items the seismic coefficient method under clause 3.4.2.3 of IS
1893 should be adopted.
The design value of the horizontal seismic coefficient h is computed by
h = x I x 0
= depends on soil conditions, which in Vijaipur is rock or hard soil giving
= 1
I = depends on importance of structure in question and may in most cases in
the ammonia plant be taken as 2, unless other values indicated in design
documents.
0 = is the basic horizontal seismic coefficient which is 0.001 in zone (I)
2. For critical items and tall structures the response spectrum method under clause
3.4.2.3 of IS 1893 should be adopted.The design value of the horizontal seismic
coefficient h is computed by
h = x I x Fo x Sa/ g
= depends on soil conditions, which in Vijaipur is rock or hard soil giving
= 1
I = depends on importance of structure in question and may in most cases in
the ammonia plant be taken as 2, unless other values indicated in design
documents
Fo = is a seismic zone factor .Fo=0.05 for vijaipur.(zone one(I))
Sa/g is an average acceleration coefficient as read from fig,2 (page 18 of IS
1893) for appropriate natural period and damping of structure in question.
3. The design value of the vertical seismic coefficient may be taken as half of
the design value of the horizontal seismic coefficient.
45
APPENDIX-III
PROFORMA FOR PERFORMANCE GUARANTEE BY SAIPEM
(To be executed on non-judicial stamp paper of appropriate value)
Whereas National Fertilizers Limited (hereinafter referred to as “NFL” which expression
shall unless repugnant to the context or meaning thereof include their legal representatives,
successors and permitted assigns of the one part) having their Registered office at Core III,
SCOPE Complex, Lodhi Road, New Delhi, have appointed vide LOI/Work order/ entered
into a CONTRACT dated ________with M/s ____________________(hereinafter referred to
as “SAIPEM” which expression shall unless repugnant to the context or meaning thereof
include their legal representative, successors and permitted assigns of the other part) having
their Registered. Office at _________________________ for Rendering the Engineering
Services towards the manufacture of Carbamate Condenser for Urea Line-I plant of N.F.L.
Vijaipur, Guna, M.P. (India).
AND whereas one of the conditions of the said LOI/CONTRACT is that the SAIPEM shall
furnish to NFL a Bank Guarantee from a Scheduled Bank excluding Gramin /Cooperative Bank
for 15% (Fifteen percent) of the agreed fee as specified in the said contract against due and
faithful performance by the SAIPEM of his obligations for services to be rendered under the
said LOI/CONTRACT.
AND whereas the SAIPEM has approached __________________(name of the Bank with
complete address), and at the request of the SAIPEM and in consideration of the premises,
we _______________________(name of the Bank) do hereby agree to give such guarantee as
hereunder and undertake to pay to NFL an amount not exceeding USD/EURO
_________________ against any loss or damage caused to or suffered or would be caused to
or suffered by NFL by reason of any breach by the said SAIPEM of any of the terms and
conditions and the specific guarantees contained in the said LOI/Work order/CONTRACT.
We _____________(name of the Bank) hereby guarantee to NFL due observance and
fulfillment by the SAIPEM of the terms and conditions of the said LOI/Work
order/CONTRACT and of the performance and other guarantees which are a part of the said
CONTRACT and agree and undertake that if the CONTRACT fails to observe and fulfil the
terms of the said CONTRACT, then the Bank shall immediately pay to NFL on demand such
sum or sums of money to the extent of USD/EURO______________(US
Dollors/EURO____________________only) being 15 % of the agreed lump sum fee payable
to the SAIPEM on account of losses and damages as may be claimed by NFL by reason of
such non observance and non-fulfillment by the SAIPEM as aforesaid and shall also
indemnify NFL against all losses and damages which may be suffered by NFL as aforesaid
and against all costs, charges, expenses which may be incurred by NFL in connection
herewith not exceeding USD/EURO______________(US
Dollors/EURO____________________only).
We ____________(name of the Bank with complete address) do hereby undertake to pay
the amounts due and payable under this guarantee without any demur, merely on a demand
from NFL stating that the amount claimed is due by way of loss or damage caused or would
to be caused to or suffered by NFL by reason of breach by the said CONTRACT of any of
the terms or conditions and the specific conditions/guarantees contained in the said
46
CONTRACT or by reason of the SAIPEM‟s failure to perform the said CONTRACT. Any
such demand made on the Bank shall be conclusive as regards the amount due and payable by
the Bank under this guarantee. However, our liability under this guarantee shall be restricted
to an amount not exceeding USD/EURO______________(US
Dollors/EURO____________________only).
We ____________(name of the Bank) undertake to pay to NFL money so demanded
notwithstanding any dispute or disputes raised by the said CONTRACT in any suit or
proceeding pending before any court or Tribunal relating thereto our liability under this
present being absolute and unequivocal.
The payment so made by us under this bond shall be a valid discharge of our liability
for payment there under and the CONTRACT shall have no claim against us for making such
payment.
This guarantee shall be in addition to and not in substitution of any other guarantee or
security to be furnished to NFL by the SAIPEM in respect of the said CONTRACT.
We ______________(name of the Bank) further agree that the guarantee herein contained
shall remain in full force and effect during the period that would be taken for the performance
of the said CONTRACT and that it shall continue to be enforceable till all the dues of NFL
under or by virtue of the said CONTRACT have been fully paid and its claims satisfied or
discharged or till Chairman & Managing Director, of NFL certifies that the terms and
conditions and the specific guarantees of the said SAIPEM have been fully and properly
carried out by the said SAIPEM and accordingly discharges this guarantee. Unless a demand
or claim under this guarantee is made on us in writing on or before the____(six months from
the date of this guarantee)___, we shall be discharged from all liability under this guarantee
thereafter.
We,_____________ (name of the Bank) further agree with NFL that NFL shall have the
fullest liberty without our consent and without affecting in any manner our obligations
hereunder to vary any of the terms and conditions of the said CONTRACT or to extend time
of performance by the said SAIPEM from time to time or to postpone for any time or from
time to time any of the powers exercisable by NFL against the said SAIPEM and to forbear
or enforce any of the terms and conditions relating to the said CONTRACT and we shall not
be relieved from our liability by reason of any such variation or extension being granted to
the said SAIPEM or for any forbearance, act or omission on the part of NFL or any
indulgence by NFL to the said SAIPEM or by any such matter or thing whatsoever which
under the law relating to sureties would, but for this provision have effect of so relieving us.
This guarantee will not be discharged due to the change in the constitut ion of the Bank or
NFL or the said SAIPEM.
We___________________(name of the Bank) lastly undertake not to Revoke this guarantee
during its currency except with the previous Consent of NFL in writing.
The Bank hereby declares that it has the power to issue this guarantee and the undersigned
have full power to do so.
Notwithstanding anything stated above, our liability under this guarantee is restricted to
47
USD/EURO___________(US Dollors/EURO_______________only) and this guarantee shall
expire on ____________.
Unless a written demand or claim under this guarantee is filed against us within six months
from the date of expiry of this guarantee, all rights of NFL under this guarantee shall be
forfeited and we shall be relieved and discharged from all liabilities hereunder.
Dated the______________day of_________
______________________________
(Signature of a person duly authorised
to sign on behalf of the Bank}
___________________
48
APPENDIX-IV
I) COORDINATION PROCEDURE
To be agreed during Kick-off Meeting and inserted in the minutes of the Kick-off
meeting which will become part of the contract.
49
APPENDIX -V
GENERAL CONDITIONS FOR TECHNICAL ASSISTANCE SERVICES
BY SAIPEM PERSONNEL OUTSIDE ITALY
May be submitted by SAIPEM in line with the ITB conditions.
