HSCC/IT/07/57

4. Delivery Time : All items within 7 days(Repeat 7 days) from the date of Purchase Order. Delivery time is the crux of the enquiry and it is to be adhered to without any failure. 5. Liquidated

damages : Time shall be essence of the order. Liquidated damages @1% per week on order value subject to a maximum of 10% of the order value shall be levied if the entire supply is not completed within the time given above.

6. Warranty period : All items of hardware supply shall carry on-site warranty for one year from the date of final inspection/demonstration. After elapse of first year of warranty period, two years (i.e. 2^nd and 3^rd Year) on-site comprehensive maintenance including labour and parts shall be provided for all hardware supplies, through HP/Compaq Warranty /Care Packs/Support Packs.

7. Payment Terms : a. 75% payment will be released pro-rata on delivery of material supplied within three weeks of receipt of the Supply/bill.

b. 25% payment shall be made after successful inspection/demonstration and supply of all HP/Compaq Support Packs /Care Packs within two weeks of receipt of the bill.

8. TDS : Tax shall be deducted at source as applicable.

9. Performance Security : 5% (Five Percent) of Contract value in form of Bank Guarantee/Demand Draft in favour of HSCC (India) Limited issued by any Nationalised/Scheduled Bank (Bank Guarantee as per HSCC’s format) on placement of order and valid for 3 years from the date of last supply. This Performance security shall be submitted within 7 days of issue of Purchase Order.

Please note that the above Special Terms and conditions overrule the relevant provisions in the General Terms and conditions mentioned in Annexure-III

Annexure-III

GENERAL CONDITIONS OF PURCHASE

DEFINITIONS

1.1 In this Purchase Order, the following terms shall be interpreted as indicated.

(a) "Purchase Order" means the letter of award issued by Hospital Services Consultancy Corporation (India) Ltd. [hereinafter referred to as HSCC] to the Supplier, including all attachments and appendices thereto and all documents incorporated by reference therein;

(b) "The Prices" mean the price payable to the supplier under the Purchase Order for the full and proper performance of the contractual obligations;

(c) "The Goods" means all of the equipment, machinery, and /or other materials which the Supplier is required to supply to HSCC under the order;

(d) "Services" means services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services;

(e) "The Supplier" means the individual or firm supplying the Goods and services under the Purchase Order;

(g) "Delivery Address" means where the Goods are required to be delivered at the destination.

2. APPLICATION

2.1 These General Conditions shall apply to the extent that they are not superseded by provisions of Annexure-II.

3. SPECIFICATIONS

3.1 The Goods supplied under this Purchase Order shall conform to the specifications mentioned in the Technical Specifications, and, when no applicable specification is mentioned, to the authoritative specifications appropriate to the Goods and such specifications shall be the latest as applicable in the IT industry.

4. USE OF PURCHASE DOCUMENTS AND INFORMATION

4.1 The Supplier shall not, without the HSCC's prior written consent, disclose the purchase order or any provision thereof, or any specification, plan, drawing, pattern, sample, or information furnished by HSCC in connection therewith, to any person other than a person employed by the Supplier in the 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 purposes of such performance.

4.2 The Supplier shall not, without the HSCC's prior written consent, make use of any documents or information enumerated in para 4.1 except for purposes of performing the Order.

4.3 Any document, other than the Purchase Order itself, enumerated in para 4.1 shall remain the property of HSCC and shall be returned (in all copies) to HSCC on completion of the Supplier's performance under the order if so required by HSCC.

5. PATENT RIGHTS

5.1 The Supplier shall indemnify HSCC against all third party claims of infringement of patent, trademark, or industrial design right arising from use of the Goods or any part thereof.

6. PERFORMANCE SECURITY (SECURITY DEPOSIT)

6.1 Within 7 days after the Supplier's receipt of notification and order copies of the Purchase Order, the Supplier shall furnish performance Security to HSCC in the amount specified elsewhere in this document.

6.2 The proceeds of the Performance Security shall be payable to HSCC as compensation for any loss resulting from the Supplier's failure to complete its obligations under the Purchase Order.

6.3 The Performance Security will be discharged by HSCC and returned to the supplier not later than 30 days following the date of expiry of the satisfactory warranty period of the goods offered.

6.4 The Performance Security shall be submitted in Indian Rupees & shall be in the form of Bank Guarantee/Demand Draft issued by Nationalised Bank or Scheduled Bank in favour of HSCC (India) Ltd. payable at Delhi/NOIDA.

7. INSPECTION

7.1 HSCC or its representative shall have the right to inspect and/or to test the Goods to confirm their conformity to the Purchase Order. The Special Conditions of Purchase Order and/or the Technical Specifications shall specify what inspection and tests HSCC requires and where they are to be conducted. HSCC shall notify the Supplier in writing of the identity of any representative retained for these purposes.

7.2 The inspection and tests may be conducted on the premises of the Supplier or its Sub-Supplier(s) at point of delivery and/or at the Goods' final destination. Where conducted on the premises of the Supplier or its Sub-Supplier(s), all reasonable facilities and assistance including access to drawings and production data - shall be furnished to the inspectors at no charge to HSCC.

7.3 The Stores will be inspected at HSCC's sole discretion before packing at the manufacturer's premises and on receipt at site by HSCC nominated representatives. The decision of HSCC(I) Ltd. in the matter of acceptability of the stores will be final and binding. In case HSCC desires, the demonstration/inspection and trials/testing will have to be got conducted at HSCC Office at Noida, at no extra cost.

7.4 Should any inspected or tested Goods fail to conform to the specifications, HSCC may reject them and the Supplier shall either replace the rejected Goods or make all alterations necessary to meet specification requirements free of cost to HSCC.

7.5 HSCC's right to inspect, test and where necessary reject the Goods after the Goods' arrival at the Delivery address shall in no way be limited or waived by reasons of the Goods having previously been inspected, tested and passed by HSCC or his representative prior to the Goods, shipment.

7.6 Nothing in Clause 7 shall in anyway release the Supplier from any warranty or other obligations under this Purchase Order.

8. PACKING

8.1 The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their final destination as indicated in the Purchase Order. The packing shall be sufficient to withstand without limitation, rough handling during transit and exposure to extreme temperature, salt and precipitation during transit and open storage. Packing case size and weights shall take into consideration, where appropriate, the remoteness of the Goods' final destination and absence of heavy handling facilities at all points in transit.

8.2 The packing marking and documentation within and outside the package shall comply strictly with such special requirements as shall be expressly provided for in the Purchase Order and, subject to clause 16, in any subsequent instructions ordered by HSCC.

9. DELIVERY AND DOCUMENTS

9.1 Delivery of the Goods shall be made by the Supplier within 7 days from the date of issue of Purchase Order and installation & commissioning to be done within 20 days from the date of issue of Purchase Order. In case spare parts and tools are also ordered with the Goods, the Supplier will undertake to offer spare parts and tools for delivery alongwith the main Goods only and not before.

10. INSURANCE

10.1 The Goods supplied under the Purchase Order shall be fully insured against various risks arising out of loss, damage, transportation, storage, delivery including erection and installations.

10.2 For delivery of goods at the delivery address, the insurance shall be obtained by the supplier in an amount equal to 110% of the value of the goods from "warehouse to warehouse" (final destination) on "all risks" basis including war, risks, strikes, erection, storage etc.

11. TRANSPORTATION

11.1 To be arranged by the supplier. The supplier should be fully responsible for safe delivery of goods in good condition as per the terms of delivery.

11.2 Where the supplier is required under the Purchase Order to transport the Goods to a specified delivery address, transport of such related cost shall be included in the price.

12. PAYMENT TERMS

a) For Indian origin goods/Imported goods in stock:

12.1 The Supplier's request(s) for payment shall be made to HSCC in writing, accompanied by an invoice describing as appropriate, the Goods delivered and Services performed and by shipping documents, submitted pursuant to Clause 9 and upon fulfilment of other obligations stipulated in the Purchase Order. The payment shall be made in Indian Rupees.

12.2 a. 75% payment will be released pro-rata on delivery of material supplied at site within 7 days of receipt of the bill.

b. 25% payment shall be made after successful inspection/demonstration and supply of HP/Compaq Carepacks / Support Pack within 7 days of receipt of the bill.

13. PRICES

13.1 Prices charged by the Supplier for Goods delivered and Services performed under the Purchase Order, shall not vary from the prices quoted by the Supplier in their bid and shall remain firm during tenure of the contract.

14. DELAYS IN THE SUPPLIER'S PERFORMANCE

The time and the date specified in the Purchase Order for the delivery of the Goods shall be deemed to be the essence of the Order.

14.1 Delivery of the Goods and performance of Services shall be made by the Supplier in accordance with the time schedule specified by HSCC.

14.2 An unexcused delay by the Supplier in the performance of its delivery obligations shall render the Suppler liable to any or all of the following sanctions, forfeiture of its Performance Security, imposition of liquidated damages and/or termination of the Contract for default.

14.3 If at any time during performance of the Order, the Supplier or its sub-supplier(s) should encounter conditions impeding timely delivery of the Goods and performance of the Services, the Supplier shall promptly notify HSCC in writing of the fact of the delay, its likely duration and its clause(s). As soon as practicable after receipt of the Supplier's notice HSCC shall evaluate the situation and may at its discretion extend the supplier's time for performance, in which case the extension shall be ratified by the parties by amendment of the Purchase Order.

15. LIQUIDATED DAMAGES

15.1 Subject to force - majeure, if the Supplier fails to deliver any or all of the Goods or perform the Services within the time period(s) specified in the Order, HSCC shall, without prejudice to its other remedies under the Purchase Order, deduct from the price, as Liquidated Damages, a sum equivalent to 0.5% of the delivered price for each week of delay until actual delivery of performance, upto a maximum deduction of 10% of contract Price once the maximum is reached, HSCC may consider termination of the Purchase Order.

16. TERMINATION FOR DEFAULT

16.1 HSCC without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Supplier, terminate the Purchase Order in whole or in part.

(a) if the Supplier fails to deliver any or all of the Goods within the time period(s) specified in the Order, or any extension thereof granted by HSCC pursuant to Clause 14, or

(b) if the Supplier fails to perform any other obligation(s) under the Purchase Order.

16.2 In the event HSCC terminates the Purchase Order in whole or in part, pursuant to para 16.1, HSCC may procure, upon such terms and in such manner as it deems appropriate, Goods similar to those undelivered and the Supplier shall be liable to HSCC for any excess costs for such similar Goods. However, the Supplier shall continue performance of the Order to the extent not terminated.

17. FORCE MAJEURE

17.1 Notwithstanding the provisions of Clauses 14, 15, 16, the Supplier shall not be liable for forfeiture of its Performance Security, liquidated damages or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the Order is the result of an event of Force Majeure.

17.2 For purposes of this clause, "Force Majeure" means an event beyond the control of the Supplier and not involving the Supplier's fault or negligence and not foreseeable. Such events may include but are not restricted to, acts of HSCC either in its sovereign or contractual capacity wars or sovereign or contractual capacity wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.

17.3 If a Force Majeure situation arises, the Supplier shall promptly notify HSCC in writing of such condition and the cause thereof. Unless otherwise directed by HSCC in writing, the Supplier shall continue to perform its obligations under the Order as far as is reasonably practical and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.

18. TERMINATION FOR INSOLVENCY

18.1 HSCC may at any time terminate the Purchase Order by giving written notice to the Supplier, without compensation to the Supplier, if the Supplier becomes bankrupt or otherwise insolvent, provided such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to HSCC.

19. TERMINATION FOR CONVENIENCE

19.1 HSCC, may by written notice sent to the Supplier terminate the Purchase Order, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for HSCC's convenience, the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective.

19.2 The goods that are complete and ready for shipment within 30 days after the Supplier's receipt of notice of termination shall be purchased by HSCC at the Purchase Order terms and prices. For remaining Goods HSCC may elect:

(a) To have any portion completed and delivered at the Purchase Order terms and prices; and/or

(b) To cancel the reminder and pay to the Supplier an agreed amount for partially completed Goods and for materials and parts previously procured by the Supplier.

20. RESOLUTION OF DISPUTES

20.1 HSCC and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Purchase Order.

20.2 If, after thirty (30) days from the commencement of such informal negotiations, HSCC and the Supplier have been unable to resolve amicably a dispute either party may require that the dispute be referred for resolution to the Indian Arbitration by Indian Council of Arbitration in accordance with the Arbitration & Reconciliation Act 1996 with latest amendments, if any.

20.3 Venue of Arbitration in both cases shall be at New Delhi.

21. GOVERNING LANGUAGE

21.1 The Purchase Order shall be written in the language of the Bid (English Language) or as specified by HSCC. All correspondence and other documents pertaining to the Purchase Order which are exchanged by the parties shall be written in that same language.

22. APPLICABLE LAW

22.1 The Purchase Order shall be interpreted in accordance with the laws of the India.

23. NOTICES

23.1 Any notice given by one party to the other pursuant to the order shall be sent in writing or by Fax or cable and confirmed in writing to the address specified for that purpose in relevant annexure.

23.2 A notice shall be effective when delivered or on the notice's effective date, whichever is later.

24. TAXES AND DUTIES

24.1 Supplier shall be entirely responsible for all taxes, duties, license fees etc. incurred until delivery of the contracted Goods to HSCC.

25. WARRANTY

25.1 The supplier warrants that the Goods supplied under this Purchase Order are new, unused, of the most recent or current models and incorporate all recent improvements in design and materials unless otherwise provided in the Order. The supplier further warrants that the Goods supplied under this order shall have no defect arising from design, materials or workmanship or from any act or omission of the Supplier, that may develop under normal use of the supplied Goods in the conditions prevalent in India.

25.2 This warranty shall remain valid as mentioned in Annexure II after the Goods have been satisfactorily installed & commissioned as duly certified by the appropriate authority.

25.3 The HSCC shall promptly notify the supplier in writing of any claim arising under this warranty.

25.4 Upon receipt of such notice, the supplier shall, with all reasonable speed, repair or replace the defective Goods or parts thereof, free of cost at the site. The Supplier shall take the replaced parts/goods at the time of their replacement. No claim whatsoever shall lie on the consultant for the replaced parts thereafter. The warranty period will stand extended accordingly.

25.5 If the Supplier having been notified, fail to remedy the defect(s) within a reasonable period, HSCC may proceed to take such remedial action as may be necessary, at the Supplier's risk and expense and without prejudice to any other rights which HSCC may have against the Supplier under the Purchase Order.

25.6 HSCC (I) Ltd. reserves the right to reject any set of equipment found defective within 30 days after the date of acceptance of equipment. The cost towards replacement will have to be borne by the supplier.

26. SUPPLY, INSTALLATION, TESTING AND COMMISSIONING

26.1 The Supply, Installation, Testing and Commissioning of the equipment & trial run has to be done at site. No additional charges for installation and commissioning will be paid, other than quoted.

27. TRAINING

27.1 Free demonstration, operational and maintenance training will have to be provided at the site of installation to the assigned personnel, during trial period.

28. MANUALS

28.1 The supplier has to provide operation manual and maintenance manual alongwith each equipment. The maintenance manual should give details upto component level and the fault finding procedures with detailed illustrations.

29. JURISDICTION

29.1 All disputes arising out of the contract shall be subject to the jurisdiction of the appropriate court at Delhi only.

30. SPECIAL NOTE

30.1 HSCC is not bound to accept the lowest tender or any tender or to assign any reasons for non acceptance.

30.2 HSCC reserves right of selection of equipments without restrictions to price factor alone.

30.3 HSCC(I) Ltd. also reserves it's right to split an order on more than one party as it deems fit in respect of order. 