Draft of contract agreement - SFCI

S E C T I O N –V
Agreement between State Farms Corporation of India Ltd., New Delhi and
_______________________________________________for the supply of
__________________________________.
1. This agreement is made on this day between the State Farms
Corporation of India Ltd., a company registered under the Companies Act 1956 having its
Registered office at Farm Bhawan, l4-l5, Nehru Place, New Delhi (hereinafter called the
Corporation)
and
________________________________________________________________(hereinafter
called the suppliers). The expressions Corporation and the suppliers will include their
successors, heirs, executers and administrators as the case may be.
2. Whereas, the Corporation with the intention of
_____________________________________________invited tender dated
_______________________.
3. AND WHERAS supplier submitted their tender dated which has been accepted.
4. Upon consideration of the tender and after due deliberations, the Corporation
placed a supply order No. _______________________dated ____________with the
suppliers, for supply of _________________________________________as per
specifications/rate, quantity and rate mentioned therein.
5. The supply order is the part of this agreement
The supplier is also required to execute the agreement incorporating the salient features of
the Contract.
NOW THEREFORE this deed is hereby executed between the Corporation and the
supplier and witness as follows:
i. That Tender Document in section IV shall form part of this contract. All printed terms
and conditions in the Tender Document supplied by the Corporation shall be binding on the
parties. Terms and conditions of the suppliers mentioned in the original offer of the
supplier shall not be considered as forming part of this Agreement.
ii.
EXECUTION OF CONTRACT:-.
That the supplier shall be solely responsible for the execution Contract and the whole
Contract is to be executed to the entire satisfaction of the Corporation.

iii) TRANSFER AND SUBLETTING :
That the supplier shall not sublet, transfer, assign or otherwise part with the
Contract as a whole or any part thereof in favour of any person, firm or company directly
or indirectly without the previous written permission of the Corporation.
iv. INDEMNITY;
That the supplier shall at all times indemnify the Corporation against all claims
which may be made in respect of SUPPLY OF SEED-CUM-FERTILIZER DRILL
(IMPORTED) for infringement of any right protected by patent, registration of design or
trade mark, provided always that in the event of any claim in respect of an alleged breach
of a patent registered design or trade mark, against the Corporation, he shall notify the
supplier of the same and the supplier shall at his own expense, conduct negotiations for
settlement or prosecute any litigation that may arise there from. In the event of the
Corporation becoming liable to pay amount on any of the aforesaid accounts the supplier
shall make good the amount so payable and the expenses incurred in this behalf.
v) INSPECTION AND PACKING:
That if necessary, inspection will be carried out by the Corporation or its
Nominees at the Supplier’s works. The cost of the inspection such as TA/DA of the
Corporation or its Nominees shall be on Corporation account and the supplier shall provide
without extra charge all material, equipment, tools, labour and other facilities for carrying
out inspection test or examination which the Corporation or its nominee may consider
necessary. At least l0 days notice must be given to the Corporation or its Nominee to
enable it to arrange the inspection at the place of the supplier.
The Supplier shall supply to the Corporation, on request, report as to the progress
of supplies.
The supplier shall be responsible for the goods being sufficiently and properly
packed so as to ensure their being free from any loss or damage on arrival at the
destination. The supplies shall be responsible for the proper and sufficient marking of the
consignment in order to effect safe and faster delivery at destination.

vi)
REMOVAL OF DEFECTS
That if, upon inspection before or after delivery any defects of whatsoever nature are
pointed out by the Corporation or its nominee, the supplier shall rectify the same as long as
they are within the specifications mentioned in the supply order.
vii.
INSURANCE
The supplier shall arrange full insurance of the consignment for all transit risks. All risks
of loss, damage or depreciation of goods shall be upon the supplier until the material is
delivery at site in accordance with the provision of the contract.
viii.
DELIVERY:
That the supplier has assured the Corporation that it shall supply the entire equipment
within ………days. The liquidity damages shall be imposed as provided herein under if
supplier fails to supply the entire equipment within the stipulated period. Unless the
Supplier is prevented by an act of God, the supplier shall make the supply in phased
manner in accordance with the priority as given in the Delivery and dispatch Schedule.
ix.
SALES TAX:
That where sales tax is caused and provided as payable in the supply order
No._____________ dated ___________attached to this agreement, payment of the same
shall not be made unless following certificates is given along with the bill/invoice.
“Certified that Sales Tax claimed in the bill is legally payable by the Corporation
and has been paid/will be paid by us to the Sales tax authorities. Our Sales Tax Registration
No.________________________________________________.
1. That Supplier shall warrant that the equipment supplied shall be free from all the
defects and faults in material, workmanship and manufactures and shall be of the highest
grade and consistent with the established and generally accepted standard material of the
type ordered and in full conformity with the contract specifications and shall operate
properly.

2. That the supplier will be liable to entertain al the complaints regarding defects
sand failures and will be liable to remove the defects or replace the parts free of charges or
to repair the defective parts to the
extent that such replacement or repairs are attributable to/or arise from faulty
workmanship or material or design in the manufacturing of the equipment, provided defects
are brought to the notice of supplier during the warranty period. The liability will be
restricted upto one month from the date of expiry of warranty period. In the event of any
failure on the part of the supplier to fulfill the liability, the Corporation will be entitled to
realize the cost of expenditure together with the damages or loss, if any.
3. The supplier shall, if required replace or repair the goods or such portion thereof
as is rejected by the Corporation free of cost at the ultimate destination. The supplier shall
pay to the Corporation value thereof at the contract price and all other expenditure damages
and losses, if any, as may arise by reasons of the improper functioning of the equipments
and breach of the conditions herein specified.
The supplier shall give a bank guarantee to the extent of l0% of the total value of the
equipments as per format given in section VI.
4. All replacements and repairs that the Corporation shall call upon the supplier to
deliver or perform under the warranty shall be delivered and performed by the supplier
promptly and satisfactorily failing which the Corporation shall be at liberty to enforce the
Bank guarantee for due performance of the equipment and recover the damages and losses
as per clause 3 above.
5. If the supplier so desired, the replaced parts can be taken over by him for disposal
as he deems fit within the period of one month from the date of replacement.
6. The equipment shall carry l5 months warranty commencing from the date of
receipt of equipment at the site or l2 months from the date of commissioning of equipment
whichever is earlier. The warranty period for replaced parts will extent only to l2 month
from the date of its replacement but for fast moving parts the guarantee shall be extended to
the remaining period of equipment warrantee.
x. LIQUIDITY DAMAGES:
1. If the supplier fails to deliver any or all the material covered by the contract, the
Corporation reserve the right in addition to the legal remedies to cancel the contract as a
whole or any portion thereof and hold the supplier liable for all the damages, sustained by
virtue of said cancellation and failing to perform the contract.

2. In the event of Corporation exercising its right to cancel the contract or any portion
thereof as stated in the proceeding clause, the Corporation shall be entitled to obtain the
remaining equipment of the same specifications as offered by the supplier or on any other
specifications that may be available or have the same fabricated by its own agency. In such
an event, the Corporation shall be entitled to recover from the supplier the amount which
the Corporation may have to incur over the above price which was payable to the supplier.
3. It is emphasized by Corporation and understood by the supplier that the period of
delivery stipulated in the contract is the essence of the contract. It is admitted by the
supplier that any delay in the delivery will cause damages to the Corporation. In the event
of the supplier’s failure to have the store delivered by the due date specified in the
acceptance of tender, the purchaser may with-hold any payment until the whole of the
stores have been fully supplied and delivered at the ultimate destination and may deduct or
recover from the suppler as liquidated damages (and not by way of penalty) of sum at the
rate of 5% (five percent) of the price of any stores which the supplier has failed to deliver
as aforesaid for each and every month (part of a month being treated as a full month)
during which the stores may not be delivered, provided however, that if the delay shall
have arisen from any cause which the Corporation may in his discretion allow such
additional time as it may consider to have been required by the circumstances of the case.
xi.
PAYMENT:
1. All invoices shall be prepared in quadruplicate in favour of the consignee as per
addresses given in this agreement. The invoice should bear a certificate that material
covered by the invoice has been inspected by the supplier before delivery and found to
confirm in every way to the contract specifications and is packed properly and further the
invoice is correct in every particulars and no other invoice has been prepared previously in
respect of the articles listed in the particular invoice.
2. Payment shall be made to supplier in the following manner:-
90% payment shall be made after commissioning of machine at site/destination
and found in satisfactory working condition during trial and testing. Following documents
shall be submitted to the Corporation for making 90% payment.
a. Invoice (Original) - Two copies
b. List of items Two copies

c. Certificate from the farm stating that equipments have been received in
good condition and has been commissioned at the farm and found in satisfactory
working condition during trial and testing.
d. Original inspection report.
e. Original copies of the above-mentioned documents should be sent to State Farms
Corporation of India Ltd., at New Delhi.
3. Balance l0% payments shall not be released unless the supplier furnishes the
bank guarantee for the fulfillment of the warranty regarding performance of the equipment.
On furnishing he said bank guarantee the balance l0% payment shall be released otherwise
payment will be made after completion of warranty period.
4. All supplies shall be according to the description and confirming to the
specifications of the approved offer and design. The decision of the corporation shall be
final as to the quantity of the supplies received and binding upon the supplier. In case any
other article is supplied which is no accordingly to the approved offer and design it shall be
liable for rejection.
5. If at any time during the terms of the contract the plan of the Corporation changes
for any reasons, the Corporation shall have the right to terminate or alter the contract by
sending l5 day’s notice to the supplier by registered letter.
xii.
SETTLEMENT OF DISPUTES:
1. Any difference or dispute arising out of or in connection with this contract shall be
decided by Arbitration. The Chairman-cum-Managing Director or the holder of the
highest office of the Corporation or their nominee shall be Sole Arbitrator and
Arbitrator’s decision shall be final and binding on both the parties. The supplier will
have no objection to such appointment on any ground whatsoever including that such
nominee in his official capacity dealt in the matter at any state. The venue of the
arbitration shall be at New Delhi.
2. The parties hereby agree that in the event of any dispute, no cause of action
shall arise in their favour to approach any court unless they have resorted to and
exhausted any remedy of arbitration as envisaged above.

3. The parties also do hereby agree that the contract envisaged by these terms and
conditions shall be deemed to have been entered into at Delhi and the Court at Delhi
alone will have jurisdiction to try the legal proceedings which may arise out of this
contract.
xiii.
VALIDITY FOR REPEAT ORDER;-
The validity of the tender shall extend to a period of six months from the date of
placing the order and it shall be open to the Corporation to repeat order with the supplier
on same rates and same terms and conditions for any additional quantities likely to be
required during this period and supplier shall supply the equipment at the same rate and
upon the same terms and conditions which are applicable to this agreement
xiv. Any Amendment OR modification of this agreement shall be made in writing
and by mutual consent. IN WITNESS WHEREOF, parties have here to subscribe their
signatures on the date and year herein above written through their authorized
representative.
M/s.
For and on behalf of:
State Farms Corp. of India Ltd.,
Farm Bhawan, l4-l5,Nehru Place
New Delhi-ll00l9
For and on behalf of
WITNESSES:
WITNESSES:
1. 1.
2 2