Serial

No.

RGPPL (RPPL)

Accident or injury to
workmen:
Section 1

Invensys General Terms

and Conditions

Deviation

Insurance
Clause 23

Invensys shall arrange for Insurance Policy for

its staff not covered under Employees State
Insurance Act and for all plant and machinery
brought to execute the work.
.

Invensys will be solely liable to indemnify

RGPPL and all its staff against all claims made
against the RGPPL for any failure of Invensys
in performance of its obligations under the
contract.

Contractor To Indemnify the

Employer:
Section 2

Not Dealt with

(ii) There is no provision where RGPPL is

made liable to Invensys for any failure on its
part in the performance of obligations under the
contract.
RGPPL shall not be liable for any damages
payable at law in consequence of any accident
or injury to any workman or other person in the
employment of the Invensys except those
resulting from any act or default of the RGPPL.

(i) Invensys is liable to take Insurance for all its

employees engaged in the contract work.
3

Workmen Compensation
And Employer's Liability
Insurance
Section 3

Contractor's Subordinate
Staff And Their Conduct
Section 4

Insurance
Clause 23

Companys Obligations
and Work On Companys
Site
Clause 22
Compliance
Clause 9

(ii) Invensys is also responsible to ensure that

all its sub-contractors provide workman's
compensation
and
employer's
liability
insurance if those employees are not covered
under the Invensys Insurance.

(i) RGPPL may require Invensys to employ

additional supervisory staff, at its own cost.
(ii) Invensys will be solely responsible for any
action of its employees eg trespass in the land
and properties in the neighborhood and relieve
the RGPPL of all claims or damages or injury
or any other grounds.
(iii) Invensys shall be liable for any liability to
RGPPL arising out of the execution of contract.

Invensys shall be solely liable for all acts or

omissions on the part of its staff, including
misfeasance or negligence in the course of
their work or during their employment, which
are connected directly or indirectly with the
contract.
(iv) RGPPL may require Invensys' personnel
to compulsory wear badges at all times on
RGPPLs premises.
(v) Invensys may be required to obtain daily
entry passes for his staff/employees from
RGPPL to work within operating areas.
(vi)All obligations arising of labour laws to
would solely lie on the Invensys.
(vi) At any stage if Invensys fails to execute the
job as per terms and conditions, GAIL shall
have the right to make alternative arrangement
and complete the job at the cost and risk of
Invensys.

(i) Only RGPPL shall suggest a panel of three

independent persons to the Invensys for
selection as the Sole Arbitrator.

Arbitration
Section 5

Laws and Dispute

Resolution
Clause 10

(ii) If Invensys fails to select the sole

arbitrator within 30 days, RGPPL has
the sole right to proceed with the
appointment.
(iii) The provisions of the Arbitration
& Conciliation Act 1996 and the Rules
shall be applicable.

Failure By The Contractor

To Comply With The
Provisions Of The Contract
Section 7

Compliance
Clause 9

(i) RGPPL has the right to either determine the

contract and then terminate it or terminate it
outright through a written notice, if Invensys
fails to complete the work within the specified
time or fails to perform its obligation under the
contract or commits a breach of the terms of
the contract.

(ii)RGPPL may take over the remaining part of

the work from Invensys and complete the same

through another contractor and Invensys will be

liable to bear all the risk and excess cost
incurred by RGPPL in completion of work, at
the rates over and above those specified in the
schedule.

(iii) The amount that may become due to

Invensys on account of the work already
executed will not be payable until the expiry of
six months from the date of taking over of work
by RGPPL or termination of contract and during
this period the liability for faulty materials or
worksmanship will lie entirely on Invensys.
(iv) The amount payable to Invensys will be
subject to deduction of any amounts due from
Invensys to RGPPL.
(v) RGPPL has the sole right to decide whether
the defaults committed by Invensys are curable
or not and may give opportunity to cure the
defaults through a written notice.
(vi) The contract can be terminated by RGPPL,
without any notice, if Invensys assigns the
contract in favor of any of its creditors or any
other person.
(vii)All the rights of RGPPL, accrued till the
date of termination shall not be prejudiced by
the termination of contract.

Termination for Default

Clause 15
7

Price Reduction Schedule

Section 8

Storage and Bailment of

Companys Materials
and/or Equipment
Clause 16

In case Invensys fails due to its own default, to

complete the work within the stipulated period,
the total contract price would be reduced by
half percent of the total contract price per
complete week of delay or part thereof subject
to a maximum of five percent.
RGPPL can unilaterally decide on the
applicability of price reduction without any
opportunity of hearing to Invensys.

Only RGPPL has the right to terminate the

contract. GCC does not give any contractual
right to Invensys to terminate the contract.
8

Termination Of Contract
Section 9

Termination for Default

Clause 15

The contract can be terminated by RGPPL if

Invensys is liquidated or becomes bankrupt,
insolvent etc.

Upon occurrence and upon termination of the

event of Force Majeure, the party alleging that
it has been rendered unable to fulfill its
obligation is required to notify the other party
within 72 hours give full particulars and
evidence of the claim.

Force Majeure
Section 10

Force Majeure
Clause 7

(ii) If works to be executed by the Invensys are

suspended by Force Majeure conditions for
more than 2 (two) months the RGPPL shall
have the unilateral right to terminate the
contract or re-negotiate the provisions.
(iii) If there is an out-break of war which
materially affects the execution of the work,
then Invensys must make its best endeavour to
complete the work, provided that RGPPL shall
always be entitled, at any time to terminate or
re-negotiate the contract.

10

Defects After Taking Over

Warranties for Goods,

Software and Services
Clause 8

To obtain a completion certificate Invensys

shall have to make good within a period of one
month, any defect arising from defective
materials supplied by it or any act or omission
of the contract, after the works has been taken
over by RGPPL.
(ii) If any defect is not remedied within a
reasonable time, RGPPL can do the repair
work and deduct from the final bill such amount
as may be decided by RGPPL.

11

Limitation of liability
Section 14

Limitation of Liability
Clause 13

The aggregate total liability of Invensys under

the Agreement or otherwise shall be upto a
maximum limit of 100% of Agreement /
Contract Value. The limit is excessive.

12

NIL

Intellectual Property and

Software License
Clause 11

GCC does not contain any provision regarding

ownership of intellectual property and software
licenses.

13

NIL

Severability, Survivorship,
Non-Waiver
Clause 18
Clause 19

GCC does not contain any provision regarding

non-waiver, severability, survivorship of terms
of contract.

14

NIL

Confidentiality
Clause 12

GCC does not contain any provision regarding

confidentiality of information.

15

NIL

Non-Solicitation
Clause 24

GCC does not contain any provision regarding

non-solicitation of personnel of the other party.