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Tata Motors Ltd Contract Supply document sample
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SCHEDULE “A”
1. Name & Address of the firm : M/s Tata Motors Ltd. (TML)
Registered Office :
Bombay House,
24, Homi Mody Street,
Hutatma Chowk,
Mumbai-400 001
Spare Parts Division :
Teen Haath Naka
Gyan Sadhna College, Service Road
Thane : 400 604.
2. Telephone, Fax, Grams : Phone: + 91-22-5665 8282
Fax: + 91-22-5665 7799
Spare Parts Division :
Phone : 022-67927272
Fax : 022-67927180
Email : vikramswaroop@tatamotors.com
3. Items offered : Spare Parts and Accessories for Tata commercial
Vehicle Models, viz Tata 1510, 1312 TC, 1512
TC, 1615 RE etc. (hereinafter referred to as ‘the
Products’)
4. Specifications and Quality : (i) All spare parts to be supplied to member STUs
Assurance will be in accordance with the TML’s standard
specifications, i.e. specifications approved as for
Original Equipment Fitment.
(ii) In case of any changes, improvements, additions
or substitutions in the product, which the TML
may deem necessary or desirable without prior
notice and without making corresponding
changes in their products previously delivered,
TML is authorized to supply substituted items in
place of those ordered under prior intimation to
STUs.
(iii) In case of any quality complaint in performance
etc. of the product, TML is supposed to attend
the same immediately. TML is also supposed to
visit STU’s periodically for after sales service,
planning and technical updation.
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5. Prices : (i) Prices of the Products (which will be inclusive of
excise duty but exclusive of all other taxes and
levies) will be as per each part number specified
in published price list / supplements of TML on
“EX-Warehouse” basis.
(ii) From time to time, with a view to liquidate
excess accumulated stock of any spare parts
available at any particular warehouse, M/s Tata
Motors Ltd. may at its discretion offer special
discount offering minimum 2% rate reduction on
selected spare parts to any STU under intimation
to ASRTU.
ASRTU on receipt of such information will issue
necessary circular for revise rates within seven
working days.
The discounted rate so offered will be applicable
to all member STUs being served from that
particular Ware House. The discounted rates
shall be applicable for the specified
transaction/quantity only and would in no case be
considered as revised rate under the contract, as
these rates are limited to special situation
needing special action.
6. Discounts : (i) As per current Price List No. : PL 33B
dt. 1.10.2006 and subsequent revisions, if any.
Existing Discount Structure :
CODE DISCOUNT (%)
M1, M2 23
M3,M4,M5 30
M6,M8 15
M7 0
N2 25
N4 35
(ii) Discounts other than those in price list mentioned
hereinabove and which are automatically
extended to the members of ASRTU as and when
they come into force, TML will not give any
preferential discount of any type to any member
STUs.
7. Price Variation Clause : The Prices of spare parts shall be those ruling on
the date of dispatch. Any changes made in the
prices by TML shall be communicated to
ASRTU, who will convey their acceptance to
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revised prices within 15 days to TML as well as
to member STUs. If for any reason, the
acceptance to the revised prices from ASRTU is
not received within 15 days, it is deemed to have
been accepted by ASRTU and TML is authorized
to supply the Products at the revised rates.
8. Taxes : Sales Tax and other taxes will be charged extra
as applicable.
9. Quantity : No estimate can be given of the quantity or value
of the spare parts which may be ordered by
member STUs. TML shall, therefore, supply any
quantity that may be required by the STUs
subject to order placed being for a minimum
value of Rs. 5000/-.
10. Period of Contract : Two years from 1st April, 2007 and subsequent
extension on mutual agreement.
11. Delivery : (i) TML shall acknowledge supply orders placed on
them and confirm in writing to STUs. However,
TML will commence delivery of the Products
within one week, to be completed within 12
months thereafter.
(ii) In case TML is not in a position to adhere to the
indicated delivery schedule, it shall, within 6
weeks of receipt of order, offer its own modified
delivery schedule and other amendments
/clarifications needed, if any, for acceptance by
the concerned STUs.
(iii) [a] STUs will also issue the amendments/
clarifications needed by TML in which case, the
delivery schedule shall be reckoned to commence
from the receipt of the letter by TML.
[b] The STUs will be free to cancel the Purchase
Orders in part or completely for those items for
which the modified delivery schedule is not
found suitable by them or may confirm
acceptance of the modified delivery schedule, in
which case such delivery schedule shall be
reckoned to commence from the date of receipt
of acceptance by TML.
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[c]Where the STUs neither cancel the order in
part or completely nor confirm their acceptance
for modified delivery schedule within 30 days
from receipt of such modified delivery schedule
sent by TML, it will be deemed that the STUs
have agreed to the modified delivery schedule
and, accordingly, TML will register the order and
execute the same as per the modified delivery
schedule.
[d] TML agrees to supply the spare parts within
the modified delivery schedule excepting the
circumstances beyond their control as detailed in
clause 18 herein.
(iv) Nothing stated above shall apply to advancement
of delivery, or postponement of delivery, where
the STUs and TML have actually negotiated such
terms of delivery and agreed to and confirmed
the same in writing.
(v) The terms and conditions mentioned above will
apply only to the Products for current models viz.
TATA 1510, 1312TC, 1615 RE, 1512 TC etc.
and shall not apply to older models which are 10
years old. In the case of the later, delivery
schedule shall be agreed mutually between TML
and STUs.
12. Payment : As per the arrangement worked out by TML with
each STU. ASRTU requests STUs to make
payments to TML within 60 days positively from
the date of invoice as the rebate payment to
ASRTU by TML is only on the payment received
within 60 days.
:
13. Warranty On failure of any of the Products due to any fault
in the design within 6 months from the date of
invoice, TML shall provide free replacement of
such Products, provided the STUs furnish full
particulars of orders, Invoice no. and GC Note
No. under which the Product was purchased. If,
for any reason, the STUs fail to furnish the
particulars as mentioned herein, TML will not be
liable to provide free replacement.
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14. Insurance : Inclusive for transit risks by TML. The consignee
will report any damages/shortages to the
Insurance Company (address given below) with a
copy to TML as per the terms of transit insurance
provided by TML. However, the Products, which
are hand delivered or the delivery of which have
been taken by the STUs, will not be covered by
transit insurance.
M/s TATA AIG, Mumbai are the insurer for
TML. Whose complete address is given below :
TATA AIG General Insurance Company Ltd.
1304, Raheja Centre,
Free Press Journal Marg
Nariman Point
Mumabi – 400 021
Tel No. : 022/ 56360924 to 56360927
15. Packing : (i) To be supplied by TML in their own packaging,
bearing the description “TATA GENUINE
PARTS” (without any extra charges).
(ii) All the Products will be dispatched under proper
protection and packed in such a way as to make
them securely packed for their safe transit and
the consignment shall be packed in cases /
cartons securely bound by nylon straps.
16. Rejected Store : Claims for the Products rejected will be
furnished by the STUs on TML’s forms. Copy of
the form will be circulated by TML either
directly to STUs or through ASRTU.
TML shall comply with the claim lodged by the
STUs as per their ‘Claim Settlement’ procedure.
17. Wharfage : In case the documents are retired by the STUs
within 7 working days of the intimation received
from the concerned bank, the STUs shall not be
held responsible for payment of wharfage even if
the consignment in question actually reached the
destination before the retirement of the
documents or within 48 hours of the retirement
of the GC Note. The STUs would, however, pay
wharfage or demurrage if delivery is not taken by
them within 7 working days of the receipt of the
GC Note. Any wharfage or demurrage that may
accrue before this period shall be recovered from
TML.
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18. Force Majeure Clause : If the delay in delivery is caused by an act of
God like thunder, flood, earthquake, or any other
inevitable or unforeseen circumstances beyond
human control, including any case directly or
indirectly interfering with the supply of raw
materials such as disorganization of public
transport, limitation of import licence or any
other causes such as power failure, strikes, lock-
out, fire, accidents, riot etc., the STUs will allow
such additional delivery time as may be required
by the circumstances of the each case.
19. Security Deposit : Since TML is registered with DGS&D as vehicle
manufacturer and now with this circular comes
under Rate Contract with ASRTU, TML is not
required to pay any security deposit or earnest
money deposit to the individual STUs.
20. Services by ASRTU : (i) To advise the STUs that some of the supplier of
spare parts, who are not approved by TML, at
times may misrepresents to be approved sources
for supply to TML which, in turn, leads to supply
of non O.E. specifications Products to the STUs,
resulting into premature failures, high downtime
and consequential failure, so that informed
decisions may be taken by STUs while finalizing
orders.
(ii) To conduct tests jointly, if considered necessary,
eve for approved suppliers, with different
specification of Products, as there exists a
possibility that what is supplied by them may not
be an O.E. specification and to advise member
STUs on this aspect from time to time based on
the inputs received from TML. This education
would go a long way in ensuring fitment of O.E.
specification Products and improved life for
vehicles of all the STUs.
(iii) To recommend to the STUs that shop made parts
that required critical quality operations may be
procured from TML by STUs. While doing so,
the STUs should base their decision on the total
life of the products rather than the procurement
based on initial cost, indirect cost like downtime
etc. and consequential failure should also be
considered while calculating procurement cost by
the STUs.
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(iv) To provide copies of their periodical/publications
to TML on complimentary basis from time to
time.
21. Services by TML : (i) It is expected that TML will conduct workshop
programme regularly in STUs to educate them
about their latest technology as also after sales
service, planning etc.
(ii) TML shall provide complimentary copies of the
following publications to ASRTU as they are
essentially required for reference:
a) Parts catalogue of Tata passenger’s
vehicle including CNG Vehicle.
b) A compiled booklet of alternate parts/
interchangeable parts.
c) Copies of all spare parts /service bulletin
d) Copy of latest price list.
e) A copy of subsequent Supplements to
price list.
The above mentioned copies of publications
may be provided to ASRTU by TML in
computer CD , wherever available, for quick
reference.
22. Secretarial Rebate : (i) TML will pay ASRTU remuneration of 0.25%
of spare parts value up to the average sales made
to STUs for 2005-06 and 2006-07. This average
sales work out to Rs.10.91 crores. However, a
remuneration of 1% will be paid on incremental
sales over the above mentioned sales
(i.e.Rs.10.91 crores). The remuneration in both
the cases will be payable only on the invoices
for which payments are made within 60 days, by
the STUs, from the date of invoice. TML shall
update ASRTU from time to time of any
incidences of delay in payment beyond 60 days
by individual STU.
(ii) TML shall furnish annually the detail of sales
made to individual STU during the period of
Rate Contract, together with ASRTU Secretarial
Rebate within 3 months positively, on
completion of the financial year.
23. Subletting of contract : TML will not assign or sublet the contract or any
part thereof or any interest therein without the
prior written permission of ASRTU.
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24. Service to notice : Any notice required to be given under any of the
foregoing clauses by either of the parties to the
other, it shall be deemed to have been properly
given and served if sent by the one to the other
by Regd. Post/ Speed Post at the address given
above or at any other address as subsequently
notified by the TML or ASRTU.
25 Authorised TML can also make the supplies to the member
Distributors/Dealers STUs through their authorized
Distributors/Dealer as per the list enclosed.
26 Arbitration Clause : (a) Any dispute arising between TML and ASRTU
connected with any matter covered by these
conditions shall be referred to a sole Arbitrator,
to be jointly appointed by TML and ASRTU,
whose decision shall be final and binding on both
the parties. The provisions of the Arbitration &
Conciliation Act, 1996 and Rules made there
under shall apply to the adjudication of all such
disputes, Venue of the Arbitration will be at
Delhi.
(b) Notwithstanding the pendency of any dispute.
TML shall, subject to the requirement of any
STU, continue to make the supplies as ordered.
Any dispute that may arise between TML and
concerned STUs will not be covered by this
Clause, unless expressly agreed by them.
27. Jurisdiction : The courts of Delhi alone, to the exclusion of any
others, shall have the jurisdiction to try and
decide any dispute that may arise between the
parties.
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