Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.

2009

GENERAL CONDITIONS
CONTENTS CLAUSE NO. 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 15.0 16.0 17.0 18.0 19.0 20.0 21.0 22.0 23.0 24.0 Definition Effective Date of Purchase Order Scope Price Basis Validity of Offer Time Schedule Liquidity Damage Payment Terms Warranty Latent Defect Force Majeure Cancellation/Termination Governing Laws Arbitration Use of Purchase Order Change Order Purchase Order Amendments Limitation of Liabilities Support during Erection and Commissioning Quality assurance Programme Deduction from Purchase Order Price Assignment and Subcontracting Contractual Liability Period Language DESCRIPTION

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited
1 Definition 1.1 Purchaser The term Purchaser means M/s L&T-MHI Boilers Pvt. Ltd., herein after referred as LMB, having their Registered office at L&T House, N.M.Marg, Ballard Estate, Mumbai 400 001, (MAH), India and Engineering and Project Management centre at L&T 12/4, Delhi Mathura Road, Near Sarai Khawaja Chowk, Faridabad-121003 (HR) 1.2 Supplier/Bidder The term Supplier/Bidder means M/s ------------------------having their registered Office or Head Office at ----------------------------------1.3 Total Purchase Order Price The term Total Purchase Order Price shall mean the price at which supplier is agree to supply/provide the equipment and services for erection & commissioning as per the enclosed scope. 1.4 Works The term Works shall mean the job assigned to the supplier to complete. 1.5 Purchase Order / PO The term Purchase Order shall mean the Order given by the Purchaser and Seller for the supply of equipment and services as per enclosed scope. 1.6 Owner/End user The term Owner/End User shall mean the entity, who appoints the Purchaser to execute this Purchase Order on his behalf. 1.7 Sub Supplier The Term Sub Supplier shall mean the supplier appointed by the Supplier/Bidder to execute the some part of the Purchase Order. 1.8 Letter of Award The Term Letter of Award shall mean the letter, which will affirm the appointment of the supplier to execute the Purchase Order. 1.9 Techno Commercial Offer The Term Techno Commercial Offer shall mean the proposal complete in technical and commercial aspect provided by the supplier in order to execute the aforementioned Purchase Order. 1.10 LOI The Term LOI shall mean the letter of intent issued by the purchaser to supplier showing interest to engage the Supplier for the supply and services as per the enclosed technical specification.

Date: 26.11.2009

Effective Date of Purchase Order The Purchase Order shall come into effect from the date of issue of LOI/PO whichever is earlier for all its purposes and intents.

Scope

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Document Number: JP/F/SCM/GC/BOF

3

General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

The Scope of Supplier is to Supply the Materials as described in the technical Specification and Special Conditions of Purchase Order. The Supplied Material shall meet all the requirements of relevant & applicable Standards & Codes and other Requirements as Specified in the Purchase Order. 3.1 Unless otherwise expressly limited in the Technical Specifications, the Supplier's obligations cover the provision of the Equipment including spares and the performance of all services required for the design, manufacture (including procurement, quality assurance, delivery ,supervision during erection, pre commissioning, commissioning) of the Equipment and carrying out Guarantee Tests for the equipment in accordance with the plans, procedures, specifications, drawings, codes and any other documents as specified in the Technical Specifications. The Supplier agrees to supply at all times spare parts required for the operation and maintenance of the equipment. All the spares for the Facilities under the Purchase Order will be identical to the corresponding main equipment/ components supplied under the Purchase Order and shall be fully interchangeable3.4 All the mandatory spares covered under the EQUIPMENT Package shall be produced alongwith the main equipment as a continuous operation and the delivery of the mandatory spares will be effected and completed by the respective dates as per the agreed time frame. All the mandatory spares shall be packed in separate identifiable boxes. The Supplier will provide. the Purchaser with the drawings, catalogues, assembly drawings and any other document, required by the Purchaser so as to enable the Purchaser to identify the recommended spares. Such details will be furnished to the Purchaser as soon as they are prepared but in any case not later than six months prior to commencement of manufacture of the corresponding main equipment. In addition to the spares recommended by the Supplier, if the Purchaser further identifies certain items of spares, the Supplier will submit the prices and delivery quotation for such spares within thirty (30) days of receipt of such request with a validity period of three (3) months for consideration by the Purchaser and placement of order for additional spares, if the Purchaser so desires. The quality plan and the inspection requirement finalised for the main equipment will also be applicable to the corresponding spares. Supplier to submit its standard QAP for Customers review and approval prior to commencement of manufacture. The Supplier will provide the Purchaser with all the addresses and particulars of his sub-suppliers while placing the order on Suppliers/ sub Suppliers for items/ components/ equipment covered under the Purchase Order and will further ensure with his Suppliers that the Purchaser, if so desires, will have the right to place order for spares directly on them on mutually agreed terms based on offers of such Suppliers/ Sub Suppliers. In such a case, the Defect Liability Period for items/ components/ equipments covered above shall be governed by SC. The Supplier shall guarantee the long term availability of suitable spares to the Purchaser for the full life of the equipment covered under the Purchase Order to ensure continued, uninterrupted and reliable operations of the Facilities: Supplier shall make available manufacturing drawings, material specifications and technical information including information on alternative equivalent makes for the spare parts under scope along with first supply of spares. The supplier shall guarantee that before going out of production of spare parts for the Equipment covered under the Purchase Order, he shall give the Purchaser atleast 2 years advance written notice so that the latter may order his bulk requirement of spares, if it so desires. The same provision will also be applicable to SubSuppliers. Further, in case of discontinuance of manufacture of any spares by the Supplier and/or his SubSupplier, the Supplier will provide the Purchaser, two years in advance, with

3.2

3.3

3.5

3.6

3.7

3.8

3.9

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

manufacturing drawings, material specifications and technical information including information on alternative equivalent makes required by the Purchaser for the purpose of manufacture/ procurement of such items.

3.10

In case the Supplier fails to supply the mandatory spares in the terms stipulated in the Purchase Order/ subsequent orders within the specified time limits, then the Purchaser shall be entitled to purchase the same from the alternate sources to meet its requirements and recover amount in excess of original Order value from the supplier from any of the payments due to him.

3.11

The Supplier warrants that all spares supplied/ to be supplied in relation to the Equipment will be new and in accordance with the Purchase Order and will be free from defects in design, material and workmanship All required tools and tackles (special), first fill lubricants and other essentials for successful erection and commissioning of the equipment shall be arranged by the supplier.

3.12

4.0 4.1

Price Basis / Insurance Unless inconsistent with any provision of the Purchase Order, the meaning of any trade term and the rights and obligations of parties thereunder shall be as prescribed by Incoterms 2000. Incoterms 2000 means international rules for interpreting trade terms published by the International Chamber of Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris, France. The Price payable to the Supplier under the Purchase Order, as may be agreed to and incorporated in the Purchase Order, for the full and proper performance of the Purchase Order obligations, shall be treated as the Purchase Order Price. The prices shall remain firm till the completion of the Purchase Order irrespective of variation in prices/ taxes/ duties/ levies on input raw material / bought-out items, foreign exchange fluctuation in international currencies, freight or any other charges. Supplier will quote price on CFR International sea / air port (as per INCOTERMS 2000) as well as on CFR Mumbai/ Vishakhapattnam ,India basis. For Indian portion of supply, price should be quoted as Ex-works as well as FOT.. For all supplies, insurance shall be arranged by Purchaser. Supplier shall notify requisite details in advance to organise the appropriate insurance. The details shall be informed in the Purchase Order.

4.2

4.3

4.4

5.0

Validity of Offer Supplier shall give their Techno-Commercial offers valid for a period of 180 days.

6.0 6.1

Time Schedule The time and the date of delivery of the Goods and for furnishing of Engineering information, as stipulated in the Purchase Order Documents by Purchaser with or without modifications, if any, and so incorporated in the Letter of Award of Purchase Order, shall be deemed to be the essence of the Purchase Order. The Supplier shall so organise its resources and perform its obligations, under the Purchase Order, so as to complete the

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

delivery of the Goods not later than the date(s) agreed to and incorporated in the Letter of Award. Time shall continue to remain the essence notwithstanding any delays.

6.2

Within seven (7) days from the date of the Letter of Award, the Supplier shall prepare and submit, to the Purchaser, a detailed Bar Chart, covering the various key activities such as design, procurement, manufacturing, testing, despatch and delivery of the Goods as per Purchase Order conditions. This Bar Chart shall also indicate the interface facilities to be provided by Purchaser and/or the Owner and the dates by which such facilities are needed. The Supplier shall discuss the Bar Chart with the Purchasers Engineer and the agreed Bar Chart which may be in the form as submitted or in the revised form in line with the outcome of the discussions shall form part of the Purchase Order. If on account of reasons of interface facilities to be provided by Purchaser or otherwise, any change in the time frame of any one or more item is required, then Engineer shall have the right to modify the Bar Chart accordingly and Supplier shall be bound to accept such changes. During performance of the Purchase Order, if in the opinion of the Engineer, proper progress is not maintained, suitable changes shall be made in the Supplier's operations to ensure proper progress. The status of the progress made by the Supplier, vis--vis the above Bar Chart, shall be reviewed each month or in such periods as may be decided by the Engineer for which the Supplier shall submit regular progress reports in the form directed by the Engineer. Subsequent to the finalisation of the Bar Chart, the Supplier shall make available to the Engineer, a detailed manufacturing programme, in line with the agreed Purchase Order Bar Chart. Such manufacturing programme shall be periodically reviewed, updated and submitted to the Engineer, as directed by him. The Supplier shall promptly give notice to the Engineer of specific probable future events or circumstances, which may adversely affect the work along with remedial measures which may take to avert such circumstance. If, at any time the Engineer gives notice to the supplier that a program fails (to the extent stated) to comply with the Purchase Order or to be consistent with actual progress and the suppliers stated intentions, the supplier shall submit a revised program to the Engineer in accordance with this sub-clause. Submission of such revised program shall not relieve the supplier of any of his duties, obligations or responsibilities under the Purchase Order.

6.3

6.4

6.5

6.6

7.0

Price Discount / Liquidated Damage Please refer Special Condition of Purchase Order Payment terms Please refer Special Condition of Purchase Order

8.0

9.0 9.1

Warranty Supplier should give warranty for 24 months from the date of issue of certificate from the Purchaser / End user for successful completion for trial operation. In case any failure of component / equipment within aforesaid period of 24 months, the same shall be replaced free of cost by the Supplier and such equipment / component upon any

9.2

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

subsequent failure shall be again replaced free of cost upto 5 years from such failure with an overall sunset clause of 60 months from the date of completion of facility (from trial operation).

10.0

Latent Defect The Supplier is liable for Latent Defects in material and workmanship to materials for a period of Five (5) Years after the issuance by the Purchaser of the Provisional Acceptance Certificate, for repair and/or replacement of failure caused by Latent Defects.

11.0

Force Majeure

The term Force Majeure as employed herein shall mean any event or circumstance or combination of events or circumstances that materially and adversely affects the performance by either party of its obligations pursuant to the terms of the Purchase Order(including by preventing ,hindering or delaying such performance),but only if and to the extent that such events and circumstances are outside the control of the affected party, and were not reasonably foreseeable. Any event or circumstance meeting the description of Force Majeure which have the same effect upon the performance of any of the Purchasers contractor and which ,therefore ,materially and adversely affect the ability of the Supplier or ,as the case may be ,the Purchaser to perform its obligation hereunder shall constitute Force Majeure with respect to the Supplier or the Purchaser respectively Force Majeure circumstances and events shall mean the following events to the extent that they or their consequences satisfy the above requirements:(a) Any war acts of enemy, riot, commotion; acts of terrorism in the country where the Project is located; (b) Fire ,Flood, Earthquake (c) National or regional strike in concerned parties country excluding strikes occurring among the employees of the Supplier or its sub-contractors and/or of the Purchaser. (d) Other acts of God like lightning, cyclone, typhoon, explosion and shipwrecks. Neither Party shall be considered to be in default nor in breach of his obligations under the Purchase Order to the extent that performance of such obligation is prevented by any event of Force Majeure which arises after the Purchase Order becomes effective.

If either Party considers that any event(s) of Force Majeure has/have occurred which may affect performance of its obligations, the affected Party shall notify the other party within fifteen days of the occurrence of the said event. Upon the occurrence of any event of Force Majeure affecting the performance of Purchase Order, the Supplier shall endeavour to continue to perform his obligations under the Purchase Order as far as reasonably practicable. The Supplier shall notify the Purchaser of the steps it proposes to take, including any reasonable alternative means of performance only after the Purchasers approval. Neither Party shall have any claim for damages against the other (including price variation) in respect of such non-performance in the above mentioned event(s) of Force Majeure

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

In case the event(s) of Force Majeure prevent either Party, or both the Parties, from fulfilling its obligations under the Purchase Order, and last less than twelve months, the performance of the obligations under this Purchase Order shall be resumed by the Partie(s) as soon as practicable after such event(s) has come to an end or ceased to exist. Under such circumstances the contractual Delivery Period shall be extended by a period equal to that during which such event(s) existed, plus an additional period, if any, as may be considered reasonable by the Purchaser. Should one or both the Parties be prevented from fulfilling their contractual obligations by a state of Force Majeure lasting continuously for a period of at least twelve (12) months, the Parties shall consult each other regarding the further implementation of the Purchase Order; provided always that ,if no mutually agreed arrangement is arrived at within a period of three (3) months from the expiry of the twelve(12) months referred to above ,the Purchase Order shall be deemed to have expired at the end of the said twelve (12) months referred to above ,and Parties shall make their best efforts to quickly settle the various issues related to the Termination of the Purchase Order. 12.0 12.1 Cancellation Cancellation: Purchaser reserves the right to cancel/terminate the order if delay is more than 3 weeks from contractual Delivery date without any cost implication to Purchaser. Termination for Purchasers convenience: The Purchaser reserves the right to terminate the Purchase Order, or any part hereof as per Purchasers convenience. In case of such termination, the Supplier shall immediately stop all work and shall immediately cause any and all of its Suppliers and sub-Suppliers to cease work. In the event of such termination of the Purchase Order, the Purchaser shall pay to the Supplier the following amounts: (a) the Purchase Order Price, properly attributable to the parts of the Facilities executed by the Supplier up to the date of termination. the costs reasonably incurred by the Supplier in the removal of the Supplier's Equipment from the Site and in the repatriation of the Supplier's and its SubSuppliers' personnel. any amounts to be paid by the Supplier to its SubSuppliers in connection with the termination of any subcontracts as a result of termination of the Purchase Order, including any cancellation charges costs incurred by the Supplier in protecting the Facilities and leaving the Site in a clean and safe condition pursuant to paragraph (a) the cost of satisfying all other obligations as per the given scope that the Supplier may in good faith have undertaken with third parties in connection with the Purchase Order and that are not covered by paragraphs (a) through (d) above.

12.2

(b)

(c)

(d)

(e)

12.3

Termination for Supplier's Default

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

12.3.1 The Purchaser, without prejudice to any other rights or remedies it may possess, may terminate the Purchase Order forthwith in the following circumstances by giving a written notice of termination and its reasons therefore to the Supplier, referring to this Clause 12.3.2: (a) if the Supplier becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, if the Supplier is a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Supplier takes or suffers any other analogous action in consequence of debt; or if the Supplier assigns or transfers the Purchase Order or any right or interest to any third party without prior consent of the Purchaser. if the Supplier, in the judgement of the Purchaser has engaged in corrupt or fraudulent practices in competing for or in executing the Purchase Order.

(b)

(c)

For the purpose of this Sub-Clause : "corrupt practice" means the offering, giving, receiving or soliciting of any thing of value to influence the procurement process or in Purchase Order execution. "fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a Purchase Order to the detriment of the Purchaser and includes collusive practice among Suppliers (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Purchaser of the benefits of free and open competition.

12.3.2 If the Supplier (a) (b) has abandoned or repudiated the Purchase Order; or has without valid reason failed to commence work on the Facilities within 14 days from the notice or has suspended (other than pursuant to Clause 12.3.3) the progress of Purchase Order performance for more than twenty-eight (28) days after receiving a written instruction from the Purchaser to proceed; or persistently fails to execute the Purchase Order in accordance with the terms thereof or persistently neglects to carry out its obligations under the Purchase Order without just cause; or refuses or is unable to provide sufficient materials, services or labour to execute and complete the Facilities in the manner that give reasonable assurance to the Purchaser that the Supplier can attain Completion of the Facilities by the Time for Completion.

(c)

(d)

then the Purchaser may, without prejudice to any other rights it may possess under the Purchase Order, give a written notice to the Supplier stating the nature of the default and requiring the Supplier to remedy the same. If the Supplier fails to remedy or to take steps to remedy the same within fourteen (14) days of its receipt of such written notice, then the Purchaser may terminate the

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

Purchase Order forthwith by giving a written notice of termination to the Supplier that refers to this Clause 12.3. 12.3.3 Upon receipt of the notice of termination under Clauses 12.3.1 or 12.3.2, the Supplier shall, either immediately or upon such date as is specified in the notice of termination, (a) cease all further work, except for such work as the Purchaser may specify in the notice of termination for the sole purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition terminate all subcontracts, except those to be assigned to the Purchaser pursuant to paragraph (d) below deliver to the Purchaser the parts of the Facilities executed by the Supplier up to the date of termination to the extent legally possible, assign to the Purchaser all rights, title and benefit of the Supplier to the Facilities and to the equipment as at the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its SubSuppliers deliver to the Purchaser all drawings, specifications and other documents prepared by the Supplier or its SubSuppliers as at the date of termination in connection with the Facilities. perform all such other obligations as may be required to effectively terminate the Purchase Order.

(b)

(c)

(d)

(e)

(f)

12.3.4 The Purchaser may enter upon the Site, expel the Supplier, and complete the Facilities itself or by employing any third party. The Purchaser may, to the exclusion of any right of the Supplier over the same, take over and use with the payment of a fair rental rate to the Supplier, with all the maintenance costs to the account of the Purchaser and with an indemnification by the Purchaser for all liability including damage or injury to persons arising out of the Purchaser's use of such Facilities, any Supplier's Equipment owned by the Supplier and on the Site in connection with the Facilities for such reasonable period as the Purchaser considers expedient for the supply and installation of the Facilities. Upon completion of the Facilities or at such earlier date as the Purchaser thinks appropriate, the Purchaser shall give written notice to the Supplier that such Supplier's Equipment will be returned to the Supplier at or near the Site and shall return such Supplier's Equipment to the Supplier in accordance with such notice. The Supplier shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. 12.3.5 Subject to Clause 12.3.6, the Supplier shall be entitled to be paid the Purchase Order Price attributable to the Facilities executed as at the date of termination, the value of any unused or partially used Equipment on the Site, and the costs, if any, incurred in protecting the Facilities and in leaving the Site in a clean and safe condition pursuant to paragraph (a) of Clause 12.3.3. Any sums due to the Purchaser from the Supplier accruing prior to the date of termination shall be deducted from the amount to be paid to the Supplier under this Purchase Order. 12.3.6 If the Purchaser completes the Facilities, the cost of completing the Facilities by the Purchaser shall be determined.

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

If the sum that the Supplier is entitled to be paid, pursuant to Clause 12.3.5, plus the reasonable costs incurred by the Purchaser in completing the Facilities, exceeds the Purchase Order Price, the Supplier shall be liable for such excess. If such excess is greater than the sums due to the Supplier under Clause 12.3.5, the Supplier shall pay the balance to the Purchaser, and if such excess, is less than the sums due to the Supplier under Clause 12.3.5, the Purchaser shall pay the balance to the Supplier. The Purchaser and the Supplier shall agree, in writing, on the computation described above and the manner in which any sums shall be paid.

13.0

Governing Language and Laws The Purchase Order shall be written in English .This Purchase Order shall be governed by and interpreted in accordance with laws in force in India. The Courts of Delhi shall only have exclusive jurisdiction in all matters arising under this Purchase Order.

14.0 14.1

Arbitration In the event of any dispute or difference between Purchaser and the Supplier arising out of or in connection with the Purchase Order or in the interpretation of any of the provisions hereof (a Dispute) they shall endeavour to meet together in an effort to resolve such Dispute by discussion between them but failing such disputes shall be referred to and settled by arbitration under and in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996.The venue for the arbitration shall be Delhi. The courts in Delhi shall have jurisdiction on any matter connected with the arbitration. Notwithstanding any pending reference to arbitration both parties shall proceed with their respective obligations under the Purchase Order unless such performance itself relates to Dispute referred to arbitration. All costs of arbitration shall be borne by the losing Party, unless determined otherwise under the arbitration award, except the cost of the legal counsel which shall be borne by the respective Parties. Performance of the Purchase Order by the Supplier shall continue during arbitration proceedings, unless the Purchaser orders the suspension thereof No payment due or payable by the Purchaser shall be withheld on account of pending reference to arbitration, unless such payment itself is a subject matter of arbitration. Use of Purchase Order The Supplier shall not, without Purchaser's prior written consent, disclose the Purchase Order or any provision thereof or any specification, plan, drawing, pattern, sample or information furnished by or on behalf of Purchaser or the Owner, in connection therewith, to any person other than a person employed by the Supplier in performance of the Purchase Order. Disclosure to any such employed person shall be made in confidence and shall extend only so far, as may be necessary for the purpose of such performance. The Supplier shall not, without Purchaser's prior written consent, make use of any document or information enumerated in above Sub-clause, except for the purpose of performing the Purchase Order.

14.2

14.3

14.4

15.0

15.1

15.2

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

15.3. Any document, other than the Purchase Order itself, shall remain the property of Purchaser
and shall be returned (in all copies) to Purchaser, on completion of the Supplier's performance under the Purchase Order, if so, required by Purchaser.

15.4

The Supplier shall be deemed to give the Purchaser non-terminable transferable nonexclusive royalty free license to copy use and communicate the Suppliers documents, including making and using modifications of them. The license shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the works, (b) entitle any person in proper possession of the relevant part of the Works to copy, use and communicate the Suppliers documents for the purpose of completing, operating, maintaining, altering, adjusting, repairing and demolishing the Works, and (c)in the case of suppliers documents which are in form of computer programs and other software, permit their use on any computer on the site and other places as envisaged by the Purchase Order, including replacement of any computers supplied by the Supplier.

15.5

All the drawings, documents and technical specification are proprietary items of Purchaser. The further circulation of the same without Purchasers approval shall be termed as the breach of Purchase Order and shall lead to rejection / termination of the Purchase Order.

16.0 Change Order

During execution of the Purchase Order, Purchaser reserves the right to increase or decrease the scope of work envisaged under the Purchase Order. Such increase or decrease in the scope shall be covered under a Change Order or under a Variation Order. Where the Purchase Order provides for items of work together with Purchase Order Unit Rates, for any increase / decrease in the scope of work, Purchaser may order increase/ decrease in scope by indicating the quantity of such items by way of Change Order. While payments/deductions for such increase/decrease may be regulated in accordance with the above mentioned Purchase Order Unit Rates/ or prevailing market rates, whichever is less, the other terms and conditions of the Purchase Order shall remain unchanged.

17.0

Purchase Order Amendments

Subject to Clause 16.0, above, no variation in or modification of the terms of the Purchase Order shall be made except by written amendment signed by the parties .

18.0

Limitation of Liabilities
18.1 Supplier (including their employees, agents, sub-Suppliers and Suppliers) shall in no event, whether as a result of breach of Purchase Order, warranty, tort (including negligence), delay or otherwise, be liable for any indirect or consequential damages or losses such as but not limited to loss of revenues, loss of use, loss of production, costs of capital or costs connected with the interruption of operations.

18.2 Supplier shall be fully liable without any limitation of liability for any warranty defects in supplies arising out of defective material, poor workmanship or inadequate process of manufacturing etc.,

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

till the defects are rectified, the equipment is restored to the desired acceptance level and is made satisfactorily operational. 18.3 Supplier shall be fully liable without any limitation of liability in case of any infringement of intellectual & industrial Property Rights and for any loss & damage to Purchaser provided that such loss or damage are caused by fraud, deliberate and unlawful acts or by negligence on the part of Supplier. 18.4 The total liability of Supplier under the Purchase Order shall not exceed Total Purchase Order price except in cases as mentioned in sub-clauses 18.2 and 18.3 above and the following where the Supplier shall be fully liable without any limitation of liability. 18.5 Third party indemnities including breach of laws, 3rd party claims, liens personal injury or property damage. Acts of omission of Supplier, which are contrary to the most elementary rules of diligence for a professional Supplier engaged in similar activities. 18.6. Purchasers. order or part thereof, if further to be subcontracted, the details of subcontracting and to whom to be subcontracted shall be furnished to Purchaser. and written permission shall be obtained. However, it shall not absolve the Supplier of the responsibility of fulfilling the order requirements.

19.0

Support during Erection & Commissioning Supplier shall extend supervision support during equipment erection and commissioning to the satisfaction of the End User.

20.0

Quality Assurance and Inspections Quality Assurance Plan is to be submitted by the Supplier for review and approval. The Quality Assurance Plan detailing tests / check done during various stages of work will be finalized in a mutually agreed format in line with ISO 9001 : 2000. The Purchaser may decide to witness identified test / check for which he will depute inspector on a mutually agreed date. The test shall be carried out by the Supplier at his cost, however the cost of deputing inspector will be borne by the Purchaser.

21.0

Deductions from Purchase Order Price

All costs, damages or expenses which Purchaser may have incurred, for which (under the Purchase Order) the Supplier is liable, shall be claimed by Purchaser. Such claims shall be paid by the Supplier within fifteen (15) days of the receipt of the corresponding invoices and if not paid by the Supplier within the said period or if the Supplier fails to satisfy Purchaser of such claims (not being tenable), Purchaser may deduct the amount, from any money due or becoming due by it to the Supplier under the present or any other Purchase Order between the Purchaser and Supplier or may be recovered by actions of law or otherwise. In such event, Purchaser may also deduct any money due or recovery due by it or any of its Group Companies to Supplier or to any of Supplier Group Companies/ Subsidiaries, in connection with any other Purchase Order entered into between any Purchaser Group Company and Supplier or Supplier Group Companies.

22.0 22.1

Assignment and Subcontracting The Supplier shall not subcontract the whole of the Works.

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Document Number: JP/F/SCM/GC/BOF General Conditions (GC) L&T-MHI Boilers Private Limited Date: 26.11.2009

22.2

The Supplier may, after informing Purchaser and getting its written approval, assign or sub-let a part of the Purchase Order or other than for raw materials, for minor details or for any part of the plant for which makes are identified in the Purchase Order. Suppliers of the equipment not identified in the Purchase Order or any change in the identified Supplier shall be subject to approval by the Purchaser. The experience list of equipment Suppliers under consideration by the Supplier for this Purchase Order shall be furnished to Purchaser for approval, prior to procurement of all such items/equipment. Such assignment/subletting shall not relieve the Supplier from any obligation, duty or responsibility under the Purchase Order. Notwithstanding any such assignment, the Supplier shall remain responsible in all respects, for the execution of the works/supplies. Any assignment/subletting without prior written approval, as above, shall be void. All rights / including warranties of the Supplier with his Sub- Supplier shall be transferred to the Purchaser and / or the Owner till the currency of the Purchase Order for the purpose of this Clause. For components/ equipment procured by the Supplier, the Supplier's purchase specifications and enquiries shall call for quality plans to be submitted by the prospective Suppliers of such components/equipment along with their proposals. The quality plans shall set out, during the various stages of manufacture and installation, the quality practices and procedures followed by each Supplier's quality control organisation, the relevant reference documents/standards used, acceptance level, inspection documentation raised etc. Within Two (2) weeks of the release of the Purchase Order/ Purchase Order for such bought out items/components, an unpriced copy of the same, with all details including quality plans and delivery conditions etc, shall be furnished by the Supplier to Purchaser

22.3

23.0

Contractual Liability period

The Supplier shall continue to be contractually bound unto the Owner / Purchaser for all liabilities prevailing after the final payment inter-alia including Guarantee / Warranty, Latent Defects, long term availability of spares etc.

24.0

Language
The Purchase Order documents, all correspondences and communications to be given or received pursuant thereto, and all other documentation to be prepared and supplied under this Purchase Order shall be written in English, and the Purchase Order shall be construed and interpreted in English language. If any of the Purchase Order documents, correspondences or communications executed pursuant thereto are prepared in any language other than English, the English translation of such Purchase Order documents, correspondences or communications shall prevail in matters of interpretation.

_______________________ For, L&T-MHI Boilers Pvt. Ltd

___________________________ For,